Notice of GM

Scancell Holdings Plc

02 October 2026

 

2 October 2026

Scancell Holdings plc

Publication of Circular, Notice of General Meeting

and

Proposed Share Consolidation

Scancell Holdings plc (AIM: SCLP) ("Scancell", or the "Company"), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumor immune responses in difficult-to-treat cancers, announces that, further to its announcement on 23 July 2026 regarding the planned merger with Neuphoria Therapeutics Inc. ("Neuphoria") and financing to conduct the registrational Phase 3 study for iSCIB1+ and a proposed listing on Nasdaq (the "Merger and Financing Announcement"), a circular together with a notice of General Meeting in relation to the Transaction (the "Circular") will be posted to shareholders today.

The General Meeting to approve the Resolutions proposed in connection with the Transaction will be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ at 11.00 a.m. on 20 October 2026. The Circular, including the Notice of General Meeting will also be available to view on the Company's website at www.scancell.co.uk/investors.

Any shareholders intending to attend the General Meeting in person will need a QR code to access the meeting venue. The QR code will need to be displayed on a smartphone or similar device. Shareholders will be able to obtain a QR code in advance by emailing [e-mail] with their full name, full address and email address. Shareholders who have not obtained a QR code in advance will be able to obtain one at the meeting venue.

Share Consolidation

In connection with the Transaction, the Company is proposing to implement a consolidation of the Company's ordinary share capital. As at 30 September 2026 (being the latest practicable date prior to the publication of the Circular), the Company had 1,212,230,683 Existing Ordinary Shares in issue.

The Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1 Consolidated Ordinary Share of £0.01 for every 10 Existing Ordinary Shares of £0.001 each (the "Share Consolidation").

Shareholders on the register on the Record Date, expected to be 6.00 p.m. (London time) on 20 October 2026, will exchange every 10 Existing Ordinary Shares for 1 Consolidated Ordinary Share. Save for fractional entitlements, each Shareholder's proportionate interest in the Company's issued share capital will be unchanged, and the Consolidated Ordinary Shares will carry the same rights (including voting and dividend rights) as the Existing Ordinary Shares.

No Shareholder will be entitled to a fraction of a Consolidated Ordinary Share; fractional entitlements will be aggregated and sold in the market, with further detail set out in the Circular. Shareholders holding fewer than 10 Existing Ordinary Shares as at the Record Date will cease to hold ordinary shares in the Company.

The Share Consolidation will also result in adjustments to the exercise price/number of shares under the Company's outstanding Options and to the conversion price of the Convertible Loan Notes. Full details of these adjustments, and of the treatment of fractional entitlements, are set out in the Circular.

Whilst the Share Consolidation is intended to facilitate the Nasdaq Listing, completion is not conditional on completion of the US Listing Transactions. The Share Consolidation is conditional on the passing of Resolution 1 at the General Meeting and admission of the Consolidated Ordinary Shares to trading on AIM, expected to become effective at 8.00 a.m. on 21 October 2026.

Timetable of Principal Event

Publication and posting of the Circular, the Form of Proxy and Notice of General Meeting		2 October 2026
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system to be valid at the General Meeting		11.00 a.m. on 16 October 2026
General Meeting		11.00 a.m. on 20 October 2026
Announcement of the result of the General Meeting		20 October 2026
Latest time and date for dealings in Existing Ordinary Shares prior to the Share Consolidation		6.00 p.m. on 20 October 2026
Admission of the Consolidated Ordinary Shares		8.00 a.m. on 21 October 2026
CREST accounts credited with Consolidated Ordinary Shares in uncertificated form		as soon as practicable after 8.00 a.m. on 21 October 2026
Dispatch of definitive certificates for Consolidated Ordinary Shares in certificated form		by no later than 30 October 2026
ISIN for the Consolidated Ordinary Shares		GB00BX8KRW34

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

All references to times and dates in this announcement are to times and dates in London (unless stated otherwise). Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.

-ENDS-

For more information please contact:

Scancell Holdings plc Phil L'Huillier, CEO Jean-Michel Cossery, Chairman David Schilansky, CFO	[phone]
Panmure Liberum (Sole Placement Agent, Nominated Adviser and Joint Broker) Emma Earl, Will Goode, Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking)	[phone]
WG Partners LLP (Joint Broker) Claes Spang	[phone]

Scancell (LSE:SCLP; www.scancell.co.uk) is a late-stage clinical biotechnology company developing targeted, off-the-shelf, active immunotherapies, generated by the ImmunoBody® and Moditope® platforms, designed to stimulate durable anti-tumor responses. The lead product, iSCIB1+, is a DNA ImmunoBody® that has demonstrated a favorable safety profile and clinically meaningful activity both as a monotherapy, in a Phase 1 trial, and in combination with checkpoint therapies in a Phase 2 trial in patients with melanoma. Modi-1 is a Moditope peptide currently being evaluated in a Phase 2 study in head & neck and renal cancers. In addition, Scancell is advancing a pipeline of high affinity GlyMab® antibodies targeting tumor specific glycans, two of which have been licensed for further development to Genmab A/S, an international biotechnology company and global leader in the antibody therapeutics space.

Additional Information

In connection with the proposed business combination (Business Combination) between Neuphoria Therapeutics Inc. (Neuphoria) and Scancell, Scancell and Neuphoria intend to file with the U.S. Securities and Exchange Commission (SEC) a Registration Statement on Form F-4 (Registration Statement) containing a preliminary proxy statement of Neuphoria and a preliminary prospectus of Scancell, and after the Registration Statement is declared effective, Neuphoria will mail a definitive proxy statement/prospectus related to the proposed Business Combination to its stockholders. This communication does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. Neuphoria's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Scancell, Neuphoria and the proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of Neuphoria as of a record date to be established for voting on the proposed Business Combination. Stockholders of Neuphoria will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a written request to: Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803.

Participants in the Solicitation

Neuphoria and its directors and executive officers may be deemed participants in the solicitation of proxies from Neuphoria's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Neuphoria is contained in Neuphoria's proxy statement on Schedule 14A for the 2025 Annual Meeting, which was filed with the SEC on November 24, 2025 and is available free of charge at the SEC's web site at www.sec.gov, or by directing a written request to Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available.

Scancell and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Neuphoria in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "may", "will", "believe", "expect", "plan", "anticipate", "aim", "continue", "target" and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this press release are forward-looking statements.

These statements include, but are not limited to, statements regarding: expectations regarding clinical benefits and availability of Scancell's product candidates, including iSCIB1+ in advanced melanoma; expectations regarding the design, progress, timing, enrolment, randomization, scope, expansion, and results of Scancell's existing and planned clinical trials, including Scancell's Phase 3 registrational trial of iSCIB1+ in advanced melanoma and Phase 2 monotherapy trial of iSCIB1+ in patients with neo/adjuvant melanoma; the expected submission of clinical trial applications or investigational new drug applications; the timing and sufficiency of clinical trial outcomes to support potential approval of any of Scancell's product candidates; the potential regulatory approval; and the timing, ability to close and anticipated benefits of the proposed Business Combination. Any forward-looking statements are based on management's current expectations and beliefs of future events and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially and adversely from those set forth in or implied by such forward-looking statements, many of which are beyond Scancell's control. These risks and uncertainties include, but are not limited to, the impact of worsening macroeconomic conditions, including as a result of health epidemics or pandemics, war in Ukraine, the conflict in the Middle East, or global geopolitical tension, on Scancell's business, financial position, strategy and anticipated milestones, including Scancell's ability to conduct ongoing and planned clinical trials; Scancell's ability to obtain a clinical supply of current or future product candidates; Scancell's ability to obtain regulatory approval of its product candidates; Scancell's ability to successfully demonstrate the safety and efficacy of its product candidates and gain approval of its product candidates on a timely basis, if at all; competition with respect to market opportunities; unexpected safety or efficacy data observed during preclinical studies or clinical trials; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials or future regulatory approval; Scancell's need for and ability to obtain additional funding, on favorable terms or at all, including as a result of worsening macroeconomic conditions, including changes in inflation and interest rates and unfavorable general market conditions, and the impacts thereon of the war in Ukraine, the conflict in the Middle East, and global geopolitical tension; Scancell's ability to obtain, maintain and enforce intellectual property protection for any of its product candidates it is developing; the success of Scancell's current and future collaborations, partnerships or licensing arrangements; the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations or agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Neuphoria, Scancell, the combined company or others following this announcement of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Neuphoria, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Scancell as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Neuphoria's Annual Report on Form 10-K for the fiscal year ended June 30, 2026 or in other documents filed by Neuphoria with the SEC. There may be additional risks that neither Scancell nor Neuphoria presently know or that Scancell and Neuphoria currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Scancell nor Neuphoria undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this communication. Scancell and Neuphoria disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this communication and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold Scancell, Neuphoria or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives liable in any respect for the provision of this communication, the information contained in this communication, or the omission of any information from this communication.

No Offer

This communication is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

END