# Neuphoria Therapeutics Inc. (NEUP) — merger/scheme_of_arrangement [pending]
Source: SEC API (secapi.ai) · situation sit_87588224372deeef5df8 · retrieved 2026-08-11T15:52:20.560Z

## Overview
Neuphoria Therapeutics Inc. is a pharmaceutical company developing immunotherapy and oncology product candidates, including research collaborations with Merck and Pfizer for KAT6-related programs.

On July 23, 2026, Neuphoria Therapeutics Inc. entered into a merger agreement with Scancell Holdings plc and its subsidiary Scancell Merger Sub, Inc. Under the agreement, Merger Sub will merge with and into Neuphoria, with Neuphoria surviving as an indirect wholly owned subsidiary of Scancell. Each share of Neuphoria common stock will be converted into Parent ADSs at an exchange ratio to be calculated at closing (based on a Company Valuation of $24,598,949 and Parent Valuation of $144,612,002) plus one contingent value right (CVR). Pre-merger Neuphoria stockholders are expected to own approximately 11.1% of the combined company on a fully diluted basis, while pre-merger Scancell shareholders will own approximately 64.9% and PIPE Financing subscribers approximately 17.3% (assuming $38.6 million in gross PIPE proceeds). The CVRs will entitle holders to 100% of net proceeds received by Scancell from Neuphoria's research collaboration with Merck, the Participants Agreement and CRC Commercialisation License Agreements (including Pfizer's KAT6 license), and certain IP monetization and Australian R&D tax credits, each over a 15-year period from closing.

## Terms
- Counterparty: Scancell Holdings plc · Deal value: $24.6M · Consideration: stock · Stake: 11.1%

## Key dates
- Announced 2026-07-23 · Expected close 2027-02-28

## Timeline
- 2026-07-23 · 8-K (0001213900-26-081052): 8-K - Neuphoria Therapeutics Inc. — *Neuphoria Therapeutics Inc. is a pharmaceutical company developing immunotherapy and oncology product candidates, including research collaborations with Merck and Pfizer for KAT6-related programs.* On July 23, 2026, Neuphoria Therapeutics Inc. entered into a merger agreement with Scancell Holdings plc and its subsidiary Scancell Merger Sub, Inc. Under the agreement, Merger Sub will merge with and into Neuphoria, with Neuphoria surviving as an indirect wholly owned subsidiary of Scancell. Each share of Neuphoria common stock will be converted into Parent ADSs at an exchange ratio to be calculated at closing (based on a Company Valuation of $24,598,949 and Parent Valuation of $144,612,002) plus one contingent value right (CVR). Pre-merger Neuphoria stockholders are expected to own approximately 11.1% of the combined company on a fully diluted basis, while pre-merger Scancell shareholders will own approximately 64.9% and PIPE Financing subscribers approximately 17.3% (assuming $38.6 million in gross PIPE proceeds). The CVRs will entitle holders to 100% of net proceeds received by Scancell from Neuphoria's research collaboration with Merck, the Participants Agreement and CRC Commercialisation License Agreements (including Pfizer's KAT6 license), and certain IP monetization and Australian R&D tax credits, each over a 15-year period from closing.
  https://www.sec.gov/Archives/edgar/data/1191070/0001213900-26-081052.txt

## Citations
- 0001213900-26-081052 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026081052