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NEUP News
NEUP Events
Scancell Acquires Neuphoria in All-Share Merger, Secures $89M Financing
Neuphoria Therapeutics and Scancell Holdings announced an all-share merger in which Scancell will acquire Neuphoria. Upon completion of the transaction, the combined company plans to operate under the name Scancell and will apply to trade on Nasdaq under the symbol "SCLT". Alongside the Merger, Scancell expects to secure up to $89M of financing through a combination of equity and debt. It has secured commitments from new and existing shareholders for a Private Placement of $39.1M and intends to launch today a UK Placing to raise approximately $12.0M and a Retail Offer to raise up to $3.0M. In addition, Scancell has entered into a non-binding term sheet with certain funds and accounts managed by BlackRock for Debt Financing of up to $25M. Completion of the Merger is also expected to provide the combined company with a minimum of $10M of additional cash as a result of Neuphoria's cash balances. The transaction has been unanimously approved by the Board of Directors of each company. Completion of the Transaction is conditional upon approval by shareholders of both companies.
Neuphoria Therapeutics Confirms Discussions with Scancell on Acquisition
Neuphoria Therapeutics issued the following statement in response to an announcement made by London-listed biotechnology company Scancell Holdings: "The Neuphoria Board notes the announcement made by Scancell earlier today about a possible combination with Neuphoria. The Scancell announcement was made following speculation in the UK press and in compliance with UK regulations. The Board can confirm that it is in discussions with Scancell about the potential acquisition of Neuphoria by Scancell, with Scancell becoming a Nasdaq-listed company following closing of any such transaction. There can be no certainty that any agreement will be reached with Scancell, the terms of any transaction or if any transaction will proceed at all. Any further announcements will be made in compliance with applicable SEC and Nasdaq regulations."
Neuphoria Therapeutics Evaluates Lynx1 Acquisition Proposal
Neuphoria Therapeutics issued the following statement in response to dissident stockholder, Lynx1 Master Fund's, revised indication of interest to acquire the Company. As previously announced, the Board - with assistance of its independent financial and legal advisors - is in the midst of a robust and comprehensive review of strategic alternatives to consider alternative assets, strategic pathways and/or to advance the Company's promising pipeline program to maximize value for all stockholders. The Company has paused its research and development expenditures for BNC210 in PTSD and is evaluating all possibilities as part of the Company's strategic review. This process is well underway and the Company has received substantial reciprocal interest from potential counterparties across a range of sectors. In addition, several parties have already engaged with the Company under confidentiality arrangements, and discussions are ongoing through the Company's financial advisor, H.C. Wainwright & Co, and its independent legal advisors. The Board is continuing to evaluate all proposals, including the new unsolicited proposal submitted by Lynx1. The Board, in consultation with its advisors, will review Lynx1's new proposal in the same manner that it reviews any other proposals received as part of its strategic alternative review process and subject it to all the same processes and procedures that apply to any other proposal - despite Lynx1's seeming determination to operate outside that process, the only such party doing so at this time.
Neuphoria Therapeutics Counteracts Lynx1 Fund's Deceptive Claims
The company states: "Neuphoria Therapeutics issued the following statements to address what Neuphoria strongly believes is a campaign from Lynx1 Master Fund LP full of deception and distraction to deflect attention from its own limitations and its handpicked nominees' shortcomings. The Company urges stockholders to trust Neuphoria's commitment to transparency and value creation over what it believes are Lynx1's fabrications and misdirection by voting FOR Neuphoria's nominees Peter Miles Davies and David Wilson on the WHITE proxy card and voting WITHHOLD on both of Lynx1's nominees."
Neuphoria begins strategic evaluation, acknowledges receipt of interest indication.
Neuphoria Therapeutic announced, as previously disclosed, the initiation of a review of strategic alternatives to advance the Company's promising pipeline programs and seek to maximize stockholder value. Strategic alternatives under consideration may include, but are not limited to, mergers, acquisition, partnerships, joint ventures, licensing arrangements or other strategic transactions. The Company's Board of Directors has approved the engagement of H.C. Wainwright & Co. to serve as exclusive financial advisor to assist in the strategic evaluation process. Neuphoria does not have a defined timeline for the exploration of strategic alternatives and is not confirming that the process will result in any strategic alternative being announced or consummated. In addition, on November 10, 2025, the Company received an unsolicited non-binding indication of interest from Lynx Master Fund LP expressing its interest in acquiring all of the outstanding shares of Neuphoria that it does not already own for $5.20 per share in cash and of its intent to nominate certain individuals to stand for election to Neuphoria's Board of Directors at the Company's 2025 Annual Meeting of Stockholders. At the 2025 Annual Meeting, there are two Class I Directors standing for election. Neuphoria's Board of Directors is committed to acting in the best interests of all stockholders. Consistent with its fiduciary duties and responsibilities, Neuphoria's Board of Directors will, in consultation with its financial and legal advisors, carefully evaluate and consider this indication of interest in connection with its review of strategic alternatives, and its ongoing review of a broad range of opportunities aiming to enhance stockholder value through strategic, financial and operational measures. The Board of Directors and its Nomination and Compensation Committee will review the proposed director nominees and present the Board of Directors' recommendation regarding director nominees in the Company's proxy statement, which will be filed with the SEC and mailed to all Neuphoria stockholders eligible to vote at the 2025 Annual Meeting. Any votes and proxies received from the previously distributed proxy statement and proxy card dated October 30, 2025 will be disregarded. The date of the 2025 Annual Meeting is now December 12, 2025 and the record date for the meeting remains October 15, 2025.
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