Neuphoria Therapeutics Inc.
For the period ended Jul 20, 2026. Filed Jul 24, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 20, 2026 · Filed Jul 24, 2026
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NEUP$2.78+0.4%Stored close · as of Nov 6, 2026
Contents
EX-99.1 · Appendix – Definitions
Appendix – Definitions
| Admission | admission of the UK Placing Shares and the Retail Offer Shares to trading on AIM |
|---|---|
| ADSs | American Depositary Shares representing Consolidated Ordinary Shares at the ADS Ratio |
| ADS Ratio | the ratio of ADSs to Consolidated Ordinary Shares, currently expected to be 1 ADS to 10 Consolidated Ordinary Shares |
| BlackRock | BlackRock Investment Management (UK) Limited – Private Debt-EMEA Venture & Growth Lending Group, on behalf of funds and/or accounts managed or advised by it or its affiliates |
| Circular | the shareholder circular and notice of general meeting to be published by Scancell in connection with the EGM |
| CLNs | Scancell’s Nil Rate Unsecured Convertible Loan Notes with an outstanding principal amount of £1,747,106, currently convertible at 5.76 pence (subject to customary anti-dilution adjustment to the conversion price in respect of the Financing) constituted pursuant to a Loan Note Instrument dated 12 August 2020 (as amended and restated from time to time) and Scancell’s 3% Unsecured Convertible Loan Notes with an outstanding principal amount of £16,450,748, currently convertible at 12.7 pence (subject to customary anti-dilution adjustment to the conversion price in respect of the Financing) constituted pursuant to a Loan Note Instrument dated 10 November 2020 (as amended and restated from time to time), all of which are currently held by the Redmile Funds |
| CLN Conversion | the conversion of the outstanding CLNs into 159,865,155 Ordinary Shares (represented by ADSs) and/or Non-Voting Ordinary Shares immediately following Completion (excluding the impact of the adjustment of the conversion price under the CLNs for the dilutive impact of the Financing and any payment of accrued interest under the CLNs in shares) |
| Company or Scancell | Scancell Holdings plc |
| Completion | completion of the Transaction |
| Completion Ordinary Share Capital | the anticipated number of Ordinary Shares in Scancell at Completion, subject to adjustment in respect of the final number of Ordinary Shares to be issued pursuant to the Merger and the Financing and excluding the impact of the Share Consolidation |
| Completion Total Share Capital | the Completion Ordinary Share Capital together with the number of Non-Voting Shares expected to be in issue at or around Completion |
| Consideration Shares | the 204,140,654 Consolidated Ordinary Shares (represented by ADSs) to be issued to Neuphoria stockholders in consideration for the Merger |
| Consolidated Ordinary Shares Debt Financing | ordinary shares of 1 pence each in the capital of the Company (following the Share Consolidation becoming effective) the proposed new debt facilities of up to $25 million (c.£18.7 million) |
| Effective Time | the effective time of completion of the Merger |
| EGM | the general meeting of Scancell to be held in connection with the shareholder approvals required to effect the Transaction, full details of which will be included in the Circular |
| Exchange Ratio | 37.77199 |
| Financing | the Private Placement, the UK Placing, the Retail Offer and the Debt Financing |
| Form F-4 Registration Statement | the registration statement to be filed with the SEC on Form F-4 in connection with the Merger that contains a proxy statement of Neuphoria and also constitutes a prospectus of Scancell |
| Group | the combined business of Scancell and Neuphoria following Completion |
| Merger | the acquisition of Neuphoria by Scancell pursuant to the Merger Agreement |
| Merger Agreement | the agreement and plan of merger between Scancell, Neuphoria and Scancell Merger Sub Inc, dated 23 July 2026 |
| Nasdaq Listing | the proposed Level III listing of the Company’s ADSs on Nasdaq |
|---|---|
| Non-Voting Ordinary Shares | non-voting ordinary shares in the capital of the Company to have the same nominal value as the Consolidated Ordinary Shares |
| Ordinary Shares | ordinary shares of 0.1 pence each in the capital of the Company (prior to the Share Consolidation) |
| Placement Price | $0.1205 (9 pence) per ADS, Ordinary Share or Non-Voting Ordinary Share, as applicable (subject to adjustment in respect of the Share Consolidation and the ADS Ratio) |
| Private Placement | a private placement of $39.1 million (c.£29.2 million) of new Ordinary Shares, Non-Voting Ordinary Shares and ADSs to new and existing shareholders of the Company pursuant to Section 4(a)(2) of the U.S. Securities Act of 1933 |
| Private Placement Ordinary Shares | the Ordinary Shares to be issued in the Private Placement (subject to adjustment in respect of the Share Consolidation and the final ADS Ratio) |
| Redmile Funds | funds managed or advised by Redmile Group, LLC |
| Redmile Funds Redesignation | the redesignation of certain of the Ordinary Shares held by the Redmile Funds into Non-Voting Ordinary Shares |
| Retail Offer | a retail offer of up to approximately $3.0 million (c.£2.3 million) to existing shareholders of the Company and new qualifying retail investors, to be conducted via the WRAP |
| Related Party Transactions | the CLN Conversion, the Redmile Funds Redesignation and the related parties’ (the Redmile Funds, Vulpes and Dr Phil L’Huillier) participation in the Private Placement |
| Retail Offer Shares | such number of Ordinary Shares to be issued in connection with the Retail Offer |
| SEC | the United States Securities and Exchange Commission |
| Share Consolidation | the proposed share consolidation of the Company’s ordinary shares on the basis of 10 Ordinary Shares to 1 Consolidated Ordinary Share, expected to occur before completion of the Transaction |
| Subscription Agreements | The subscription agreements entered into between the Company and certain investors on the date of this announcement in connection with the Private Placement |
| Transaction | the US Listing Transactions and the UK Financing Transactions together |
| UK Financing Transactions | the UK Placing and the Retail Offer |
| UK MAR | Regulation (EU) 596/2014 as it forms part of the domestic laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
| UK Placing | the proposed placing of Ordinary Shares at 9 pence per Ordinary Share, being the GBP equivalent of the Placement Price, pursuant to the terms set out in the UK Placing Announcement |
| UK Placing Announcement | the announcement regarding the UK Placing to be made by the Company shortly following this announcement |
| UK Placing Shares | such number of new Ordinary Shares to be issued in connection with the UK Placing |
| US Listing Transactions | the Merger, the Private Placement, the Debt Financing and the Nasdaq Listing |
| Vulpes | Vulpes Investment Management |
| WRAP | Winterflood Retail Access Platform |
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