Scancell Holdings plc 拟通过合并收购 Neuphoria Therapeutics Inc.

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As filed with the Securities and Exchange Commission on October 9, 2026

Registration No. 333-       ​

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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SCANCELL HOLDINGS PLC
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Unit 202 Bellhouse Building
Sanders Road, Oxford Science Park
Oxford OX4 4GD, United Kingdom
Tel: +44 (0)1865 582 066
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Cogency Global Inc.
122 East 42nd Street,
18th Floor
New York, NY 10168
Tel: (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information herein is subject to completion or amendment. The registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.​

PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 9, 2026

        , 2026​

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Dear Neuphoria Therapeutics Inc. Stockholders:

Scancell Holdings plc (“Scancell”) and Neuphoria Therapeutics Inc. (“Neuphoria”) have entered into an Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), under which an indirect, wholly-owned subsidiary of Scancell will be merged with and into Neuphoria (the “Merger”), and Neuphoria will continue as the surviving corporation in the Merger and an indirect, wholly-owned subsidiary of Scancell. If the Merger is completed, Neuphoria stockholders will receive, in exchange for each share of Neuphoria common stock, par value $0.00001 per share (“Neuphoria Common Stock”), owned immediately prior to the Merger (1) a number of American Depositary Shares (the “Scancell ADSs”), each representing 10 ordinary shares in the share capital of Scancell (the “Scancell Shares” and each a “Scancell Share”), determined by reference to the exchange ratio set forth in the Merger Agreement, and (2) one contingent value right, representing the right to receive contingent consideration upon the achievement of certain milestones relating to the Partner Agreements (as defined below) and the R&D Tax Claim (as defined in the CVR Agreement). Under the exchange ratio formula set forth in the Merger Agreement, as of immediately following the effective time of the Merger, former Neuphoria stockholders are expected to own approximately 10.6% of Scancell and its subsidiaries (including Neuphoria) on an undiluted basis following the Merger. Based on Neuphoria’s and Scancell’s relative capitalization, each as of October 7, 2026, each share of Neuphoria Common Stock is currently estimated to be entitled to receive approximately 3.77246 Scancell ADSs (representing 37.72464 Scancell Shares before giving effect to the proposed AIM Reverse Split). The change from the exchange ratio estimated as of the date of the Merger Agreement to the currently estimated exchange ratio reflects a change in the number of shares of Neuphoria Common Stock outstanding (on a fully diluted basis) between signing and the date of this proxy statement/prospectus, and does not reflect any change to the Neuphoria Valuation, the Scancell Valuation or any other term of the Merger Agreement. This estimated exchange ratio is subject to adjustment based on the number of shares of Neuphoria Common Stock or Scancell Shares outstanding (on a fully diluted basis) immediately prior to the Effective Time as described in more detail in the section titled “The Merger Agreement — Merger Consideration” of the accompanying proxy statement/prospectus.

In connection with the execution of the Merger Agreement, on July 23, 2026, Scancell entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and non-U.S. investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Scancell agreed to issue and sell to the PIPE Investors, concurrently with the closing of the Merger, an aggregate of 324,190,865 Scancell Shares (including Scancell Shares to be represented by Scancell ADSs) and non-voting ordinary shares (collectively, the “PIPE Securities”), at a purchase price of $0.1205 per PIPE Security (the “Placement Price”), for aggregate gross proceeds of approximately $39.1 million (the “PIPE Financing”). Concurrently with the signing of the Merger Agreement, Scancell also entered into a placing agreement with Panmure Liberum Limited for a UK placing of approximately £13.0 million ($17.4 million) via an accelerated bookbuild process with selected UK institutional investors at the GBP equivalent of the Placement Price (the “UK Placing”), and a retail offer via Winterflood, a division of Marex Financial, for aggregate gross proceeds of approximately £2.7 million ($3.6 million) to qualifying UK retail investors at the GBP equivalent of the Placement Price (the “Retail Offer” and, together with the UK Placing, the “UK Offerings”). The UK Offerings closed in July 2026. In addition, On September 24, 2026, Scancell entered into an agreement with Kreos Capital VIII (UK) Ltd, a growth and venture lending fund managed by BlackRock Investment Management (UK) Limited, an affiliate of BlackRock Inc. (“Kreos”) for secured, interest-bearing debt facilities of up to $25.0 million (the “Debt Financing”). The PIPE Financing, the UK Offerings and the Debt Financing (collectively, the “Financing”) are collectively expected to result in aggregate gross proceeds of not less than $75,000,000 (such minimum amount, the “Concurrent Investment Amount”). Receipt by Scancell of aggregate cash proceeds of not less than the Concurrent Investment Amount from the Financing, at or prior to the closing of the Merger, is a condition to the parties’ obligations to consummate the Merger. For purposes of the Subscription Agreements, the parties have assumed that each Scancell ADS represents one Scancell Share as of the closing of the Merger (subject to adjustment if the actual ratio differs at closing of the Merger), which assumed ratio applies solely to the pricing mechanics of the Subscription Agreements and differs from the 10-to-1 ratio applicable to the Scancell ADSs issued as Merger Consideration. The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the Scancell ADSs (including any PIPE Securities issuable in the form of ADSs) having been approved for listing on Nasdaq; and (ii) satisfaction of all conditions precedent to the closing of the Merger set forth in the Merger Agreement. The obligations

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of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Merger Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor would reasonably expect to receive under the Subscription Agreement; (ii) the material truth and accuracy of the representations and warranties of Scancell in the Subscription Agreement, subject to customary bringdown standards; (iii) no Subscription Agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of PIPE Securities under the Subscription Agreements, with any other PIPE Investor shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits; and (iv) there has not occurred any material adverse effect with respect to Scancell since the date of the Subscription Agreement that is continuing.

Neuphoria Common Stock trades on The Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “NEUP.” As of        , 2026, the last trading day before the date of this proxy statement/prospectus, the last reported sales price of Neuphoria Common Stock at the end of regular trading hours, as reported on Nasdaq, was $      .

Scancell Shares trade on AIM, a market operated by the London Stock Exchange (“AIM”) under the ticker symbol “SCLP.” Prior to consummation of the Merger, Scancell intends to file an initial listing application for the Scancell ADSs with Nasdaq. After completion of the Merger, Scancell ADSs are expected to be listed for trading on Nasdaq under the symbol “SCLT.” As of       , 2026, the last trading day before the date of this proxy statement/prospectus, the last reported sales price of Scancell Shares at the end of regular trading hours, as reported on AIM, was £      .

Neuphoria stockholders are cordially invited to attend the special meeting of Neuphoria stockholders. The special meeting will be held at        Eastern Time, on        , 2026, via a virtual meeting at        , or at such other time, on such other date and at such other place to which the special meeting may be adjourned. At the special meeting, Neuphoria stockholders will be asked to vote on the approval and adoption of the Merger Agreement, the approval, on a non-binding, advisory basis, of the transaction-related named executive officer compensation and the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement.

The exchange of Neuphoria Common Stock for Merger Consideration in the Merger is expected to be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations”). We encourage Neuphoria stockholders to carefully review the information under “Material U.S. Federal Income Tax Considerations” beginning on page 224 of the accompanying proxy statement/prospectus for a description of material U.S. federal income tax consequences of the Merger.

We cannot complete the Merger without the approval and adoption of the Merger Agreement by Neuphoria stockholders. It is important that your shares of Neuphoria Common Stock be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the special meeting, we urge you to submit a proxy to have your shares of Neuphoria Common Stock voted in advance of the special meeting by using one of the methods described in the accompanying proxy statement/​prospectus.

The Neuphoria Board recommends that Neuphoria stockholders vote “FOR” the approval and adoption of the Merger Agreement, “FOR” the approval, on a non-binding, advisory basis, of the transaction-related named executive officer compensation and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement.

The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the Merger Agreement, the Merger and the matters to be presented at the special meeting. We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/​prospectus, and its annexes carefully and in their entirety. Please pay particular attention to “Risk Factors” beginning on page 37 of the accompanying proxy statement/prospectus.

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We hope to see you at the special meeting and look forward to the successful completion of the Merger.

Sincerely,

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Alan Fisher
Chairman of the Board of Directors
Neuphoria Therapeutics Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the securities to be issued in connection with the Merger as described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the Merger or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated       , 2026, and is first being mailed to Neuphoria stockholders on or about       , 2026.

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14 Milliston Road, Box 195
Millis, Massachusetts 02054

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2026

           , 2026​

To the Stockholders of Neuphoria Therapeutics Inc.:

A special meeting of stockholders of Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”), will be held at        Eastern Time, on       , 2026, via a virtual meeting at       , or at such other time, on such other date and at such other place to which the special meeting may be adjourned. At the special meeting, Neuphoria stockholders will be asked to take action:

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to approve and adopt the Agreement and Plan of Merger, dated as of July 23, 2026 (a copy of which is attached as Annex A to the accompanying proxy statement/prospectus) (the “Merger Agreement”), by and among Neuphoria, Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“Scancell”) and Scancell Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Scancell (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Neuphoria (the “Merger”), and Neuphoria will continue as the surviving corporation in the Merger and an indirect, wholly-owned subsidiary of Scancell (the “Merger Proposal”);

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to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by Neuphoria or Scancell to Neuphoria’s named executive officers and that are based on or otherwise related to the Merger and the agreements and understandings pursuant to which such compensation may be paid or become payable, referred to as the transaction-related named executive officer compensation (the “Advisory Vote Proposal”); and

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to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement (the “Adjournment Proposal”).

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Neuphoria will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the accompanying proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

The Neuphoria Board of Directors (the “Neuphoria Board”) has fixed the close of business on       , 2026 as the record date for the special meeting, referred to as the record date. Only holders of Neuphoria Common Stock as of the record date are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

After careful consideration, the Neuphoria Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Neuphoria stockholders and has unanimously approved the Merger Agreement.

The Neuphoria Board unanimously recommends that Neuphoria stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal. The approval of the Merger Proposal by Neuphoria stockholders is a condition to the obligations of Neuphoria and Scancell to complete the Merger. Neither the approval of the Advisory Vote Proposal nor the approval of the Adjournment Proposal is a condition to the obligations of Neuphoria or Scancell to complete the Merger.

Your vote is very important regardless of the number of shares that you own. Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting,

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your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy and do not attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting.

We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. In particular, see “Risk Factors” beginning on page 37 of the accompanying proxy statement/prospectus. If you have any questions concerning the Merger, the Merger Agreement, the non-binding, advisory vote on the transaction-related named executive officer compensation, the vote to adjourn the special meeting, if necessary or appropriate, the special meeting or the accompanying proxy statement/prospectus, or if you would like additional copies of the accompanying proxy statement/prospectus (at no charge) or need help submitting a proxy to have your shares of Neuphoria Common Stock voted, please contact Neuphoria’s proxy solicitor, Sodali & Co., at the following address and telephone number:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
Email: [email protected]

By Order of the Board of Directors,
 

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Alan Fisher
Chairman of the Board of Directors

Burlington, Massachusetts 01803
           , 2026

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Scancell Holdings plc (“Scancell”), constitutes a prospectus of Scancell under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the ordinary shares in the share capital of Scancell (the “Scancell Shares” and each a “Scancell Share”), which will be represented by American Depositary Shares of Scancell (the “Scancell ADSs”) to be issued to stockholders of Neuphoria Therapeutics Inc. (“Neuphoria”) pursuant to the merger of a wholly-owned indirect subsidiary of Scancell with and into Neuphoria, with Neuphoria continuing as the surviving corporation in the merger and an indirect, wholly-owned subsidiary of Scancell (the “Merger”). This proxy statement/prospectus also constitutes a proxy statement of Neuphoria under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and constitutes a notice of meeting with respect to a special meeting of Neuphoria stockholders (the “Neuphoria Special Meeting”).

No person has been authorized to provide you with information that is different from that which is contained in, or incorporated by reference into, this proxy statement/prospectus. Scancell and Neuphoria take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you and, if given, such information must not be relied upon as having been authorized. This proxy statement/prospectus is dated          , 2026. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such information. Neither the mailing of this proxy statement/prospectus to Neuphoria stockholders nor the issuance by Scancell of Scancell ADSs in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding Scancell has been provided by Scancell and information contained in this proxy statement/prospectus regarding Neuphoria has been provided by Neuphoria.

Neither Scancell shareholders nor Neuphoria stockholders should construe the contents of this proxy statement/prospectus as legal, tax or financial advice. Scancell shareholders and Neuphoria stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/​prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes.

Neither the SEC nor any state securities commission, nor any securities regulatory authority in any other jurisdiction, has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. For the avoidance of doubt, this proxy statement/prospectus does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities in the United Kingdom or any state in the European Economic Area (the “EEA”) or a solicitation of a proxy under the laws of England and Wales, and it is not intended to be, and is not, a prospectus or an offer document for the purposes of the EU Prospectus Regulation (Regulation (EU) 2017/1129), the UK Public Offers and Admissions to Trading Regulations 2024, the UK Financial Conduct Authority’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook or any other laws or regulations of the United Kingdom or any other member state of the EEA concerning offers of securities to the public.

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THIS PROXY STATEMENT/PROSPECTUS INCORPORATES ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Neuphoria from documents that Neuphoria has filed with or furnished to the SEC, but that have not been included in this proxy statement/prospectus. Please see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” located elsewhere in this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Neuphoria at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus (other than certain exhibits or schedules to these documents), at no cost by requesting them in writing or by telephone from Neuphoria at the following address and telephone number:

Neuphoria Therapeutics Inc.
Attention: Investor Relations
14 Milliston Road, Box 195
Millis, Massachusetts 02054
Telephone number: (339) 240-6066

In addition, if you have questions about the Merger, the Neuphoria Special Meeting, or the proposals to be considered at the Neuphoria Special Meeting, need additional copies of this document and the annexes to this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Neuphoria’s proxy solicitor, Sodali & Co., at the following address and telephone number:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (800) 662-5200
Banks and Brokers Call: (203) 658-9400
      Email: [email protected]

In order for Neuphoria stockholders to receive timely delivery of the documents in advance of the Neuphoria Special Meeting, Neuphoria stockholders must request the documents no later than          , 2026.

CURRENCIES

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

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“$,” “USD,” “US$” and “U.S. dollar” each refer to the United States dollar; and

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“£,” “GBP,” “pound sterling,” “pence” and “p” each refer to the British pound sterling (or units thereof).

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MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Scancell’s industry and the markets in which Scancell operates, including Scancell’s general expectations about its product candidates, market position, market opportunity, market size, competitive position and the incidence of certain medical conditions, is based on or derived from publicly available information released by industry analysts and third-party sources, independent market research, industry and general publications and surveys, governmental agencies, Scancell’s internal research and Scancell’s industry experience. Scancell’s estimates of the potential market opportunities for its product candidates include a number of key assumptions based on Scancell’s industry knowledge and industry publications, the latter of which may be based on small sample sizes and fail to accurately reflect such information, and you are cautioned not to give undue weight to such estimates. While Scancell believes that its internal assumptions are reasonable, no independent source has verified such assumptions. Industry publications and third-party research often indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information and such information is inherently imprecise. In some cases, Scancell does not expressly refer to the sources from which this data is derived. In that regard,

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when Scancell refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, projections, assumptions and estimates of Scancell’s future performance and the future performance of the industry in which Scancell operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by independent third parties and by Scancell.

PRESENTATION OF FINANCIAL INFORMATION

This proxy statement/prospectus includes Scancell’s audited consolidated financial statements as of and for the years ended April 30, 2026 and 2025, prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). None of Scancell’s financial statements were prepared in accordance with U.S. GAAP.

Scancell’s financial information is presented in pound sterling. For the convenience of the reader, Scancell has translated pound sterling amounts included in such financial information, including in the section “Scancell’s Management’s Discussion and Analysis of Financial Condition and Results of Operations of Scancell” into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York on April 30, 2026, which was £1.00 to $1.3580. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of pound sterling at the dates indicated as of that or any other date, and such translations should not be considered representations that any such amounts have been, could have been, or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

Scancell has made rounding adjustments to some of the figures included in this proxy statement/​prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

This proxy statement/prospectus contains references to Scancell’s trademarks and service marks. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this proxy statement/​prospectus may appear without the ® and ™ symbols, but such references are not intended to indicate, in any way, that Scancell will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This proxy statement/prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. All trademarks, service marks, and trade names appearing in this proxy statement/​prospectus are, to Scancell’s knowledge, the property of their respective owners. Scancell does not intend its use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Scancell by, any other companies.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE NEUPHORIA SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the proposed merger and the Neuphoria Special Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/​prospectus, as well as the additional documents referred to in, or incorporated by reference into, this proxy statement/prospectus.

General Questions and Answers about the Merger

What is the proposed transaction on which I am being asked to vote?

You are being asked to vote to approve and adopt the Agreement and Plan of Merger, dated as of July 23, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Scancell, Merger Sub and Neuphoria. Pursuant to the Merger Agreement, Merger Sub will merge with and into Neuphoria, with Neuphoria surviving the Merger as an indirect, wholly-owned subsidiary of Scancell. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. See “The Merger Agreement.”

Why am I receiving this document and why am I being asked to vote on the Merger Agreement?

Neuphoria is holding the Neuphoria Special Meeting to obtain the stockholder approval necessary to adopt the Merger Agreement. Approval of the Merger Proposal requires the affirmative vote of holders of at least a majority of the outstanding shares of Neuphoria Common Stock entitled to vote thereon, and such approval is a condition to completion of the Merger. Neuphoria stockholders will also be asked to approve, on a non-binding, advisory basis, the transaction-related named executive officer compensation and to approve the adjournment of the Neuphoria Special Meeting, if necessary or appropriate, to solicit additional proxies. This document is being delivered to you as both the proxy statement for the Neuphoria Special Meeting and the prospectus of Scancell for the Scancell ADSs to be issued in the Merger.

Is my vote important?

Yes. Your vote is very important, regardless of the number of shares of Neuphoria Common Stock you own. The failure to vote, or an abstention, will have the same effect as a vote “AGAINST” the Merger Proposal, assuming a quorum is present. Approval of the Merger Proposal by Neuphoria stockholders is a condition to completion of the Merger, so the Merger cannot be completed without your support.

What will Neuphoria stockholders receive in the Merger?

If the Merger is completed, Neuphoria stockholders will receive, in exchange for each share of Neuphoria Common Stock owned immediately prior to the Merger (other than excluded shares), (1) a number of Scancell ADSs equal to the Exchange Ratio and (2) one contingent value right (a “CVR”), representing the right to receive contingent consideration upon the achievement of certain milestones relating to the Partner Agreements (as defined below) and the R&D Tax Claim (as defined in the CVR Agreement), together referred to as the “Merger Consideration.” No fractional Scancell ADSs will be issued; any fractional entitlement will be rounded to the nearest whole Scancell ADS with no cash paid in lieu thereof. See “The Merger Agreement — Merger Consideration.”

What are the CVRs?

The CVRs represent the non-transferable contractual right to receive contingent cash and/or other consideration from Scancell if specified milestones relating to the Partner Agreements (as defined below) and the R&D Tax Claim (as defined in the CVR Agreement) are achieved within agreed time periods, pursuant to a contingent value rights agreement (the “CVR Agreement”) to be entered into by Scancell and a rights agent at or prior to the Effective Time (as defined below), substantially in the form attached as Annex B to this proxy statement/prospectus. The CVRs will not be evidenced by a certificate, will not have voting or dividend rights, and will not represent any equity or ownership interest in Scancell. See “The CVR Agreement.”

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After the Merger, how much of the Combined Company will Neuphoria stockholders own?

Based on the Exchange Ratio formula set forth in the Merger Agreement, former Neuphoria stockholders are expected to own approximately 10.6% of the outstanding equity interests of the combined company on an undiluted basis immediately following the Effective Time, subject to dilution from the PIPE Financing, the UK Offerings and, potentially, the Debt Financing, described below.

Can the value of the Merger Consideration change between now and the time the Merger is consummated?

Yes. The Exchange Ratio is a fixed formula based on the relative valuations of Neuphoria and Scancell set forth in the Merger Agreement, and is not tied to the trading price of Scancell Shares or Neuphoria Common Stock. However, the number of Scancell ADSs ultimately issued, and therefore the value of the Merger Consideration, may change based on fluctuations in the trading price of Scancell Shares, the Scancell ADS-to-Scancell Share ratio then in effect and currency exchange rates.

What will happen to my Neuphoria options or Neuphoria restricted stock units in the Merger?

Neuphoria Options

At the Effective Time, each outstanding Neuphoria stock option, whether or not vested, will be automatically cancelled for no consideration, and the holder will have no further rights with respect thereto. No Neuphoria options will remain outstanding following completion of the Merger.

Neuphoria Restricted Stock Units

No later than five business days prior to the Effective Time (subject to the occurrence of the closing of the Merger), each outstanding and unvested Neuphoria restricted stock unit award that vests solely based on the passage of time will become fully vested and will be settled in shares of Neuphoria Common Stock (net of applicable tax withholding). Those shares will then be treated the same as other outstanding shares of Neuphoria Common Stock and will be converted into the right to receive the Merger Consideration in the Merger.

What is a Scancell ADS?

A Scancell ADS is an American Depositary Share, a security that allows investors in the United States to hold and trade an interest in a company organized outside the United States more easily. Each Scancell ADS represents 10 Scancell Shares held on deposit with a custodian by Citibank, N.A., as depositary. See “Description of the Scancell American Depositary Shares.”

Will Neuphoria stockholders be able to trade the Scancell ADSs that they receive in the transaction?

Yes. The Scancell ADSs to be issued in the Merger will be freely transferable under U.S. federal securities laws, except for Scancell ADSs held by persons who are or become “affiliates” of Scancell for purposes of Rule 144 under the Securities Act, and except as set forth in the lock-up agreements described under “The Support Agreements and Lock-Up Agreements” below (the “Lock-Up Agreements”). Scancell ADSs are expected to be approved for listing on Nasdaq prior to completion of the Merger.

Can I receive Scancell Shares in the Merger instead of Scancell ADSs?

No. Neuphoria stockholders will receive Scancell ADSs, not Scancell Shares directly, as part of the Merger Consideration. If you wish to hold Scancell Shares directly rather than Scancell ADSs, you may do so after the Merger by surrendering your Scancell ADSs to the depositary in accordance with the deposit agreement and paying the applicable fees, as described under “Description of the Scancell American Depositary Shares — Withdrawal of Ordinary Shares Upon Cancellation of ADSs.”

What are the material U.S. federal income tax considerations of the Merger for me?

The exchange of Neuphoria Common Stock for Merger Consideration in the Merger is expected to be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “Material U.S. Federal

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Income Tax Considerations”). Please carefully review the information under “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the Merger to U.S. Holders. The tax consequences to you will depend on your own situation. You are urged to consult your tax advisors as to the specific tax consequences to you of the Merger and your receipt of the Merger Consideration, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

What are the material U.K. tax considerations of owning Scancell ADSs for me?

You are referred to the section of this proxy statement/prospectus titled “Material U.K. Tax Considerations” for a summary of certain anticipated material U.K. tax considerations of the acquisition, ownership and disposal of Scancell ADSs. You are urged to consult your own tax advisor for a full understanding of the U.K. tax consequences to you of owning and disposing of Scancell ADSs.

When is the Merger expected to be completed?

Scancell and Neuphoria expect to complete the Merger promptly after Neuphoria receives, at the Neuphoria Special Meeting, the affirmative vote in favor of the approval and adoption of the Merger Agreement by holders of a majority of the outstanding shares of Neuphoria Common Stock entitled to vote thereon (the “Neuphoria Stockholder Approval”) and Scancell receives the approval by Scancell shareholders of the resolutions required to effect the Merger and the Financing at the Scancell EGM (“Scancell Shareholder Approval”). Scancell and Neuphoria currently anticipate that the Merger will occur in the fourth quarter of 2026. However, neither Scancell nor Neuphoria can predict the exact timing of the completion of the Merger because the Merger is subject to certain other conditions to closing as set forth in the Merger Agreement. See the section titled “The Merger Agreement — Conditions to Closing” elsewhere in this proxy statement/​prospectus.

What is required to complete the Merger?

Completion of the Merger is subject to a number of conditions, including: (i) approval of the Merger Proposal by Neuphoria stockholders and approval by Scancell shareholders of the Scancell Shareholder Approval; (ii) the absence of any law or order prohibiting the Merger; (iii) the Subscription Agreements remaining in full force and effect and receipt of aggregate cash proceeds of at least the Concurrent Investment Amount from the Financing; (iv) the Form F-4 having been declared effective by the SEC; (v) approval of the Scancell ADSs for listing on Nasdaq and the filing of an application for admission of the underlying Scancell Shares to trading on AIM; and (vi) the expiration, termination or receipt of any required antitrust consents. Scancell’s and Neuphoria’s respective obligations are also subject to additional conditions described under “The Merger Agreement — Conditions to Closing,” including bring-down of representations and warranties, performance of covenants, the absence of a material adverse effect, and delivery of the Lock-Up Agreements, as applicable.

What happens if the Merger is not completed?

If the Merger Agreement is not adopted by Neuphoria stockholders or the Merger is not otherwise completed, Neuphoria stockholders will not receive the Merger Consideration, and Neuphoria is expected to remain an independent public company with its common stock continuing to be listed on Nasdaq. Under specified circumstances described under “The Merger Agreement — Termination Events” and “— Termination Fees,” Neuphoria may be required to pay Scancell a “No Vote Payment,” or Scancell may be required to pay Neuphoria a “No Vote Payment,” in each case equal to the paying party’s reasonable transaction expenses. Neither party is subject to a fixed termination fee of the kind more commonly seen in comparable transactions.

What do I need to do?

After carefully reading this proxy statement/prospectus, including its annexes, please submit your proxy as promptly as possible by internet, telephone or mail using the instructions on your proxy card, or attend the Neuphoria Special Meeting and vote virtually or by proxy, so that your shares are represented regardless of whether you plan to attend.

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If I am a Neuphoria stockholder and I oppose the Merger Proposal, but all such proposals are approved, what are my rights?

Neuphoria stockholders are entitled to appraisal rights under Section 262 of the DGCL, provided they satisfy the special criteria and conditions set forth in Section 262 of the DGCL. Neuphoria Common Stock held by stockholders that do not vote for approval of the Merger and make a demand for appraisal in accordance with the DGCL will not be converted into Scancell ADSs, but will be converted into the right to receive from the Combined Company consideration determined in accordance with Delaware law.

For more information regarding dissenters’ or appraisal rights, please see “Appraisal Rights.”

Questions and Answers about the Neuphoria Special Meeting

When and where is the Neuphoria Special Meeting?

The special meeting of stockholders of Neuphoria will be held virtually via live audio webcast at     , on     , 2026, at      Eastern Time.

How can I attend the Neuphoria Special Meeting?

Only holders of record of Neuphoria Common Stock at the close of business on   , 2026, the record date for the Special Meeting, and persons holding valid proxies for the Special Meeting are entitled to notice of, to attend and to vote at the Special Meeting. As of the record date, there were   shares of Neuphoria Common Stock issued and outstanding.

To attend the Neuphoria Special Meeting, you must access the live audio webcast at   and follow the instructions provided with your proxy materials to register, check in and verify your ownership or authority to vote. If you hold shares through a broker, bank or other nominee (that is, in “street name”), you should follow the instructions provided by that broker, bank or other nominee and be prepared to provide proof of beneficial ownership as of the record date. To vote virtually at the Special Meeting, a street-name holder must obtain a signed proxy from the record holder giving the holder the right to vote the shares. See the section titled “The Neuphoria Special Meeting — Who Can Vote at the Neuphoria Special Meeting” beginning on page 104.

What matters will Neuphoria stockholders vote on at the Neuphoria Special Meeting?

Neuphoria stockholders will be asked to consider and vote on: the proposal to approve and adopt the Agreement and Plan of Merger, dated July 23, 2026, by and among Scancell Holdings plc, Scancell Merger Sub, Inc. and Neuphoria, which is referred to as the “Merger Proposal”; the proposal to approve, on a non-binding, advisory basis, the transaction-related compensation that may be paid or become payable to Neuphoria’s named executive officers in connection with the Merger, which is referred to as the “Advisory Vote Proposal”; and the proposal to approve the adjournment of the Neuphoria Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Merger Proposal, which is referred to as the “Adjournment Proposal.”

The Neuphoria Board unanimously recommends that Neuphoria stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal. Completion of the Merger is conditioned on approval of the Merger Proposal, but is not conditioned on approval of the Advisory Vote Proposal or the Adjournment Proposal. See the sections titled “The Neuphoria Special Meeting — Purpose of Neuphoria Special Meeting” and “The Neuphoria Special Meeting — Recommendation of the Neuphoria Board of Directors,” each beginning on page 104.

How many votes are needed for the proposals considered by Neuphoria stockholders at the Neuphoria Special Meeting?

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Neuphoria Common Stock entitled to vote on the Merger Proposal. Approval of each of the Advisory Vote Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively by holders of shares of Neuphoria Common Stock present virtually or represented by proxy at the Neuphoria Special Meeting.

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At the close of business on the record date, Neuphoria’s directors and executive officers, together with certain of their respective affiliates, beneficially owned and were entitled to vote approximately           % of the outstanding shares of Neuphoria Common Stock. In connection with the execution of the Merger Agreement, certain Neuphoria directors and executive officers entered into voting and support agreements pursuant to which they granted an irrevocable proxy to Neuphoria, among other things, to vote their respective shares of Neuphoria Common Stock in favor of adoption of the Merger Agreement. See the sections titled “The Neuphoria Special Meeting — Vote Required for Approval” and “The Neuphoria Special Meeting — Share Ownership of Directors and Executive Officers of Neuphoria,” each beginning on page 106.

What is the quorum requirement for the Neuphoria Special Meeting?

A quorum will be present if holders of at least a majority in voting power of the stock issued and outstanding and entitled to vote as of the record date are present virtually or represented by proxy at the Neuphoria Special Meeting. Your shares will be counted toward the quorum only if you submit a valid proxy, a valid proxy is submitted on your behalf by your broker or other nominee, or you attend and vote virtually at the Neuphoria Special Meeting. Abstentions and any broker non-votes will be counted toward the quorum requirement.

If there is no quorum, the chairperson of the Special Meeting or holders of a majority in voting power of the stockholders entitled to vote at the meeting and present virtually or represented by proxy may adjourn the Special Meeting to another time or date. Even if a quorum is present, the Special Meeting may be adjourned to provide additional time to solicit proxies if the Adjournment Proposal receives the required vote. See the section titled “The Neuphoria Special Meeting — Vote Required for Approval — Quorum” beginning on page 105.

As a Neuphoria stockholder, how can I vote?

If you are a stockholder of record as of the record date, you may vote your shares before the Special Meeting by completing, signing and dating the enclosed proxy card and returning it in the accompanying pre-addressed envelope, by submitting a proxy over the Internet at the web address shown on the proxy card or by calling the telephone number shown on the proxy card. You may also attend the Special Meeting and vote virtually. Proxy cards submitted by mail must be received no later than      , 2026, at 11:59 p.m. Eastern Time. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on        , 2026.

If your shares are held in “street name,” you should complete and return the voting instruction card provided by your broker, bank or other nominee, or submit voting instructions by Internet or telephone if those methods are made available by your broker, bank or other nominee. The availability of Internet and telephone voting for street-name shares will depend on the voting procedures of your broker, bank or other nominee. To vote your street-name shares virtually at the Special Meeting, you must obtain a signed proxy from the record holder giving you the right to vote those shares.

All shares represented by properly completed proxies received before the Special Meeting and not revoked will be voted in accordance with your instructions. If you return a properly signed proxy card without indicating how your shares should be voted, the shares represented by that proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal. If you hold shares in street name and do not provide voting instructions, your shares will not be voted on any proposal. For a more detailed explanation of the voting procedures, see the section titled “The Neuphoria Special Meeting — Voting Procedures” beginning on page 106.

As a Neuphoria stockholder, what happens if I do not vote?

Your vote is very important. If you fail to vote or abstain from voting on the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal, assuming a quorum is present. A failure to vote or an abstention will have no effect on the outcome of the Advisory Vote Proposal or the Adjournment Proposal because each of those proposals is determined by a majority of the votes cast affirmatively or negatively.

Under Nasdaq rules, all matters to be considered at the Special Meeting are non-routine. Brokers, banks and other nominees therefore have no discretionary authority to vote your shares on any proposal without

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your instructions, and Neuphoria does not expect to receive any broker non-votes. If broker non-votes are received, they will have the same effect as votes “AGAINST” the Merger Proposal, assuming a quorum is present, but will have no effect on the Advisory Vote Proposal or the Adjournment Proposal. The Neuphoria Board unanimously recommends that you vote “FOR” each of the three proposals. See the section titled “The Neuphoria Special Meeting — Vote Required for Approval — Effect of Not Voting and Abstentions” beginning on page 105.

As a Neuphoria stockholder, may I change my vote after I have submitted a proxy card or voting instruction card?

Yes. If you are a stockholder of record, you may change your vote at any time before the vote at the Special Meeting by granting a new proxy bearing a later date, which will automatically revoke any earlier proxy; by filing a written instrument revoking your proxy; or by attending the Special Meeting and voting virtually. Attendance at the Special Meeting alone will not revoke a previously granted proxy unless you specifically request revocation or vote virtually at the meeting.

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee or by attending the Special Meeting and voting virtually after obtaining a signed proxy from the record holder giving you the right to vote your shares. Only your latest validly submitted proxy or voting instruction will be counted. See the section titled “The Neuphoria Special Meeting — Voting Procedures — Revoking Proxies or Voting Instructions” beginning on page 107.

Should Neuphoria stock certificates be sent in now?

No. Neuphoria stockholders should not send in stock certificates at this time. If the Merger is completed, the exchange agent will send to Neuphoria stockholders a letter of transmittal and instructions explaining how to surrender certificates representing shares of Neuphoria Common Stock in exchange for the Merger Consideration, consisting of Scancell ADSs, each representing 10 ordinary shares of Scancell, determined in accordance with the exchange ratio formula set forth in the Merger Agreement, and one contingent value right for each share of Neuphoria Common Stock.

No fractional Scancell ADSs will be issued in the Merger; the number of Scancell ADSs otherwise issuable will be rounded to the nearest whole Scancell ADS in accordance with the Merger Agreement. The availability and exercise of any appraisal rights are addressed separately and remain subject to the disclosure in this proxy statement/prospectus. See the sections titled “The Merger Agreement — Exchange Agent; Letter of Transmittal,” “The Merger Agreement — Merger Consideration” and “Appraisal Rights,” beginning on page 140.

What do Neuphoria stockholders need to do now?

After carefully reading and considering the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes and the risks described under “Risk Factors,” you should submit your proxy as promptly as possible. You may vote before the Neuphoria Special Meeting over the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card, in each case in accordance with the instructions in your proxy materials. You may instead attend the Neuphoria Special Meeting and vote virtually. If your shares are held in street name, follow the voting instructions provided by your broker, bank or other nominee.

If you have questions about the Merger, the proposals to be voted on at the Neuphoria Special Meeting, how to vote or revoke a proxy, or if you need additional copies of this proxy statement/prospectus or voting materials, please contact Neuphoria’s proxy solicitor, Sodali & Co., at 430 Park Avenue, 14th Floor, New York, NY, 10022, Stockholders and All Others Call Toll Free: (800) 662-5200, Banks and Brokers Call: (203) 658-9400, email: [email protected]. You may also contact Neuphoria Investor Relations, Neuphoria Therapeutics Inc., 14 Milliston Road, Box 195, Millis, Massachusetts 02054, telephone (339) 240-6066. See the section titled “The Neuphoria Special Meeting — Contact for Questions and Assistance in Voting” beginning on page 107.

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Who can help answer my questions?

Neuphoria stockholders with questions about the Merger or the other matters to be voted on at the Neuphoria Special Meeting or who desire additional copies of this proxy statement/prospectus or additional proxy cards should contact:

Sodali & Co.
430 Park Avenue, 14th Floor
New York, NY 10022

If you need additional copies of this proxy statement/prospectus or voting materials, contact Sodali & Co at the details above, or Neuphoria at the following address and telephone number:

Neuphoria Therapeutics Inc.
Attention: Investor Relations
14 Milliston Road, Box 195
Millis, Massachusetts 02054
Telephone number: (339) 240-6066

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, in this document:

“Advisory Vote Proposal” means the non-binding, advisory Neuphoria stockholder proposal to approve the transaction-related named executive officer compensation payable in connection with the Merger;

“Adjournment Proposal” means the Neuphoria stockholder proposal to approve the adjournment of the Neuphoria Special Meeting, if necessary or appropriate, to solicit additional proxies;

“Aggregate Valuation” means the combined agreed valuation of Scancell and Neuphoria of $169,210,951, being the sum of the agreed Neuphoria valuation of $24,598,949 and the agreed Scancell valuation of $144,612,002, used to calculate the Exchange Ratio;

“AIM” means AIM, a market operated by the London Stock Exchange;

“AIM Reverse Split” means the share consolidation of every ten existing ordinary shares into one consolidated ordinary share that Scancell intends to implement prior to the closing of the Merger, subject to shareholder approval at the Scancell EGM;

“Anti-Kickback Statute” means the federal Health Care Program Anti-Kickback Statute;

“Armistice” means Armistice Capital Master Fund Ltd.;

“BLA” means a Biologics License Application submitted to the FDA;

“cGMP” means current good manufacturing practice;

“Combined Company” means Scancell and its subsidiaries (including Neuphoria) following completion of the Merger;

“Companies Act” means the U.K. Companies Act 2006, as amended;

“Concurrent Investment Amount” means the minimum aggregate cash proceeds of not less than $75,000,000 from the Financing, receipt of which at or prior to the closing of the Merger is a condition to the parties’ obligations to consummate the Merger;

“CVR” means a contingent value right issued in the Merger, representing the right to receive contingent consideration upon the achievement of certain milestones relating to the Partner Agreements (as defined below) and the R&D Tax Claim (as defined in the CVR Agreement);

“CVR Agreement” means the contingent value rights agreement to be entered into by Scancell and a rights agent, substantially in the form attached as Annex B to this proxy statement/prospectus;

“CVR Term” means the period beginning on the Effective Date (as defined in the CVR Agreement) and ending upon the fifteenth (15th) anniversary of the Effective Date (as defined in the CVR Agreement);

“Debt Financing” means the secured, interest-bearing debt facilities of up to $25.0 million provided by Kreos pursuant to the Loan Agreement;

“DGCL” means the Delaware General Corporation Law, as amended;

“EEA” means the European Economic Area;

“Effective Time” means the effective time of the Merger;

“EMA” means the European Medicines Agency;

“End Date” means February 28, 2027, the outside date by which the Merger must be consummated under the Merger Agreement, subject to an automatic 60-day extension in certain circumstances;

“Equity Consideration” means the Scancell ADSs to be issued in consideration for Neuphoria Common Stock, which together with the CVRs comprise the Merger Consideration;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exchange Ratio” means the ratio, determined in accordance with the formula set forth in the Merger Agreement, as may be adjusted pursuant to the settlement of the potential execution of the Armistice Warrant, pursuant to which each share of Neuphoria Common Stock will be converted into Scancell ADSs;

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“FCA” means the U.S. federal civil and criminal False Claims Act;

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended;

“FDA” means the U.S. Food and Drug Administration;

“Financing” means, collectively, the PIPE Financing, the UK Offerings and the Debt Financing;

“GCP” means good clinical practice;

“GDPR” means, collectively, the UK GDPR and the EU General Data Protection Regulation;

“Kreos” means Kreos Capital VIII (UK) Ltd, a company incorporated in England and Wales, acting through BlackRock Investment Management (UK) Limited as its investment manager;

“Kreos Warrants” means warrants exercisable for Scancell Shares to be issued to the Warrantholder on each drawdown under the Debt Financing pursuant to the Kreos Warrant Instrument;

“Kreos Warrant Instrument” means the warrant instrument to be entered into by Scancell by as a deed poll in favor of the Warrantholder;

“Loan Agreement” means the loan agreement dated September 24, 2026 between Scancell and Kreos with respect to the Debt Financing;

“Lock-Up Agreements” means, collectively, the lock-up agreements entered into by certain officers, directors and significant stockholders of Neuphoria and Scancell;

“Merger” means the merger of Merger Sub with and into Neuphoria, with Neuphoria continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Scancell;

“Merger Agreement” means the Agreement and Plan of Merger, dated as of July 23, 2026, by and among Scancell, Merger Sub and Neuphoria, as it may be amended from time to time;

“Merger Consideration” means, collectively, the Equity Consideration and the CVRs issuable to Neuphoria stockholders in the Merger;

“Merger Proposal” means the Neuphoria stockholder proposal to approve and adopt the Merger Agreement;

“Merger Sub” means Scancell Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Scancell;

“Nasdaq” means The Nasdaq Stock Market;

“NDA” means a New Drug Application submitted to the FDA;

“Neuphoria” means Neuphoria Therapeutics Inc., a Delaware corporation;

“Neuphoria Board” means the board of directors of Neuphoria;

“Neuphoria Common Stock” means the common stock, par value $0.00001 per share, of Neuphoria;

“Neuphoria Special Meeting” means the special meeting of Neuphoria stockholders to consider and vote upon the Merger Proposal, the Advisory Vote Proposal and the Adjournment Proposal;

“Neuphoria Stockholder Approval” means the affirmative vote of the holders of at least a majority of the outstanding shares of Neuphoria Common Stock entitled to vote thereon to approve and adopt the Merger Agreement;

“Non-Voting Ordinary Shares” means the non-voting ordinary shares in the share capital of Scancell, to be created pursuant to the amendment of Scancell’s articles of association approved at the Scancell EGM, with a nominal value of £0.01 each;

“Partner Agreements” means, collectively, the Participants Agreement, the CRC Commercialisation License Agreements and the Merck Research and Collaboration Agreement, each as defined in the CVR Agreement;

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“PIPE Financing” means the private placement pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Scancell agreed to issue and sell, PIPE Securities pursuant to the Subscription Agreements for aggregate gross proceeds of approximately $39.1 million;

“PIPE Investors” means the investors that entered into the Subscription Agreements with Scancell in connection with the PIPE Financing;

“PIPE Securities” means, collectively, Scancell Shares, Scancell ADSs and Non-Voting Ordinary Shares, sold to the PIPE Investors pursuant to the Subscription Agreements;

“Placement Price” means $0.1205 per PIPE Security;

“Post-Closing Scancell Shares” means the Scancell Outstanding Shares divided by the Scancell Allocation Percentage, used to calculate the Exchange Ratio;

“Retail Offer” means the offering of Scancell Shares to qualifying UK retail investors at the GBP equivalent of the Placement Price for aggregate gross proceeds of approximately £2.7 million ($3.6 million);

“Scancell” means Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales;

“Scancell ADSs” means the American Depositary Shares, each Scancell ADS representing 10 Scancell Shares;

“Scancell Allocation Percentage” means the agreed Scancell valuation divided by the Aggregate Valuation, used to calculate the Post-Closing Scancell Shares for purposes of the Exchange Ratio;

“Scancell Board” means the board of directors of Scancell;

“Scancell EGM” means the general meeting of Scancell to be held in connection with the shareholder approvals required to effect the Merger and the Financing;

“Scancell Outstanding Shares” means the total number of Scancell Shares outstanding immediately prior to the Effective Time, excluding Scancell Shares issued in the PIPE Financing and expressed on a fully diluted basis;

“Scancell Shareholder Approval” means the approval by Scancell shareholders of the resolutions required to effect the Merger and the Financing at the Scancell EGM;

“Scancell Shares” means the ordinary shares in the share capital of Scancell with a nominal value of £0.001 each, and, following the effectiveness of the AIM Reverse Split, a nominal value of £0.01 each;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Subscription Agreements” means the subscription agreements entered into by Scancell and the PIPE Investors in connection with the PIPE Financing;

“Transactions” means the Merger and the other transactions contemplated by the Merger Agreement;

“UK Offerings” means, collectively, the UK Placing and the Retail Offer;

“UK Placing” means the UK placing of Scancell Shares with selected UK institutional investors for aggregate gross proceeds of approximately £13.0 million ($17.4 million); and

“Warrantholder” means Kreos Capital VIII Aggregator SCSp, an affiliate of Kreos.

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SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus. This summary may not contain all the information that may be important to you, and you are urged to read this entire proxy statement/prospectus carefully, including the attached annexes, and the other documents to which this proxy statement/prospectus refers or which are incorporated by reference herein in order for you to fully understand the proposed Merger. See also the sections titled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

Information about the Companies

Scancell Holdings plc

Scancell is a clinical stage biotechnology company developing targeted, off-the-shelf, active immunotherapies, generated by its ImmunoBody® and other platforms, designed to stimulate durable anti-tumor responses. Scancell’s lead product candidate, iSCIB1+ for the treatment of advanced melanoma with checkpoint inhibitors, is administered by needle-free intramuscular injection and developed from Scancell’s ImmunoBody platform, which uses DNA-encoded modified antibodies engineered to express epitopes from cancer antigens and to target activated antigen presenting cells in vivo.

The principal executive offices and registered address of Scancell are located at Unit 202, Bellhouse Building, Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom; its telephone number is +44 (0) 1865 582 066; and its website is www.scancell.co.uk. Information contained on, or that can be accessed through, this website is not incorporated by reference into this proxy statement/prospectus, and you should not consider information on this website to be part of this proxy statement/prospectus. Scancell’s agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

Scancell Merger Sub, Inc.

Merger Sub is an indirect, wholly-owned subsidiary of Scancell and was formed exclusively for the purpose of effecting the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger. Merger Sub’s separate corporate existence will cease upon the consummation of the Merger and Neuphoria will continue as the surviving corporation.

The address and telephone number for Merger Sub’s principal executive offices are the same as Scancell’s.

Neuphoria Therapeutics Inc.

Neuphoria Therapeutics Inc. is a public company incorporated in Delaware. Neuphoria is a clinical-stage biotechnology company dedicated to developing therapies that address the complex needs of individuals affected by neuropsychiatric disorders. Neuphoria is advancing the lead drug candidate, BNC210, an oral, proprietary, selective negative allosteric modulator of the α7 nicotinic acetylcholine receptor for the treatment of post-traumatic stress disorder (“PTSD”). BNC210 is a first-of-its-kind, well tolerated, broad spectrum anti-anxiety experimental therapeutic, designed to restore neurotransmitter balance in relevant brain areas, providing rapid relief from stress and anxiety symptoms without the common pitfalls of sedation, cognitive impairment, or addiction. Following the announcement from the AFFIRM-1 Phase 3 clinical trial on October 20, 2025, in which Neuphoria announced that the trial missed its primary and secondary endpoints, Neuphoria has halted development of BNC210 in social anxiety disorder.

Neuphoria Common Stock trades on Nasdaq under the ticker symbol “NEUP.” The principal executive offices of Neuphoria are located at 14 Milliston Road, Box 195, Millis, Massachusetts 02054; its telephone number is (339) 240-6066; and its website is www.neuphoriatx.com. Information on Neuphoria’s website is not incorporated by reference into or otherwise part of this proxy statement/prospectus.

Summary of the Merger and the Merger Agreement

Subject to the terms and conditions of the Merger Agreement, Merger Sub, an indirect, wholly-owned subsidiary of Scancell, will be merged with and into Neuphoria, and Neuphoria will continue as the surviving

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corporation in the Merger (the “Surviving Corporation”) and an indirect, wholly-owned subsidiary of Scancell. At the Effective Time, Neuphoria’s certificate of incorporation will be amended and restated in the form prescribed in the Merger Agreement, and will be the certificate of incorporation of the Surviving Corporation from and after the Effective Time.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. You should read the entire Merger Agreement carefully because it is the principal document governing the Merger. For a further discussion of the Merger Agreement, see the section titled “The Merger Agreement” located elsewhere in this proxy statement/prospectus.

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, Neuphoria stockholders will receive, in exchange for each outstanding share of Neuphoria Common Stock owned immediately prior to completion of the Merger (except for any dissenting shares and shares held as treasury stock): (1) a number of Scancell ADSs, each representing 10 Scancell Shares (following the effectiveness of the AIM Reverse Split), determined by reference to the Exchange Ratio described below, and (2) one CVR, representing the right to receive contingent consideration upon the achievement of certain milestones relating to certain Neuphoria products, together referred to as the “Merger Consideration.”

Under the Exchange Ratio formula set forth in the Merger Agreement, as of immediately following the Effective Time, former Neuphoria stockholders are expected to own approximately 10.6% of the outstanding equity interests in the Combined Company on an undiluted basis, subject to dilution from the PIPE Financing, the UK Offerings and, potentially, the Debt Financing. The Exchange Ratio is derived based on (i) a Neuphoria fixed valuation of $24,598,949 (the “Neuphoria Valuation”) and (ii) a Scancell fixed valuation of $144,612,002 (the “Scancell Valuation”), for an Aggregate Valuation of $169,210,951. Because the Exchange Ratio relies on values that are not determinable until immediately prior to the Effective Time, including the number of Scancell Outstanding Shares and the number of Neuphoria Outstanding Shares, the final Exchange Ratio will not be determined until the Closing. The final number of Scancell ADSs issuable to Neuphoria stockholders pursuant to the final Exchange Ratio may also be adjusted downwards to account for Scancell ADSs issuable to Armistice (if any) pursuant to the Armistice Warrant. No fractional Scancell ADSs will be issued in the Merger; any fractional entitlement will be rounded to the nearest whole Scancell ADS with no cash paid in lieu thereof.

The CVRs

The CVRs will be governed by the terms of the CVR Agreement, which will be entered into at or prior to the Effective Time by Scancell and a rights agent, substantially in the form attached as Annex B to this proxy statement/prospectus.

The CVRs represent the non-transferable contractual right to receive certain payments from Scancell if specified milestones are achieved within agreed time periods. Each share of Neuphoria Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one CVR, in addition to the Equity Consideration. Each CVR represents a right to receive a pro rata share of 100% of the net proceeds actually received by Scancell or its affiliates from (i) the Merck Research and Collaboration Agreement for 15 years from the Closing Date, (ii) the Participants Agreement and CRC Commercialization License Agreements, including the Pfizer KAT6 license, for 15 years from the Closing Date, (iii) any monetization of certain Company IP within the applicable timeframe set out in the CVR Agreement, and (iv) an Australian R&D tax credit for the year ended June 30, 2026.

The CVRs may not be sold, assigned, transferred, pledged or disposed of in any other manner, in whole or in part, other than in the limited circumstances specified in the CVR Agreement. In addition, the CVRs (i) will not be evidenced by a certificate or other instrument, (ii) will not have any voting or dividend rights and (iii) will not represent any equity or ownership interest in Scancell or any of its subsidiaries or in the surviving corporation. No interest will accrue on any amounts payable in respect of the CVRs.

Conditions to Closing

Each party’s obligation to effect the Merger is subject to satisfaction or mutual written waiver of the following conditions:

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the Neuphoria Stockholder Approval and the Scancell Shareholder Approval shall have been obtained;

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no temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other governmental authority and remain in effect, and there shall not be any law which has the effect of making the consummation of the Merger illegal;

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the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceeding (or threatened proceeding by the SEC);

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the Scancell ADSs issuable to the Neuphoria stockholders shall have been approved for listing on Nasdaq, subject to official notice of issuance, and the Scancell Shares underlying the Scancell ADSs shall have been approved for admission to trading on AIM;

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the Subscription Agreements shall be in full force and effect, and Scancell shall have received aggregate cash proceeds of at least the Concurrent Investment Amount from the Financing at or prior to the closing of the Merger;

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the expiration, termination or receipt of any required antitrust consents; and

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Neuphoria’s Closing Net Cash shall be greater than or equal to $10,000,000 (as a condition to Scancell’s obligations) and various customary bring-down and compliance conditions shall have been satisfied by each party.

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Termination Events

The Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of Scancell and Neuphoria. Either party may terminate the Merger Agreement if: (i) the Merger shall not have been consummated by February 28, 2027 (the “End Date”), subject to an automatic 60-day extension in certain circumstances; (ii) a court or governmental authority shall have issued a final and nonappealable order permanently prohibiting the Merger; (iii) the Neuphoria Stockholder Approval was not obtained after a final vote at the Neuphoria Special Meeting; or (iv) the Scancell Shareholder Approval was not obtained after a final vote at the Scancell EGM. Each party may also terminate the Merger Agreement if the other party’s board makes an adverse recommendation change, or upon a material uncured breach of any representation, warranty, covenant or agreement by the other party such that the applicable closing conditions would not be satisfied.

Termination Fees

The Merger Agreement provides for “No Vote Payments” rather than traditional fixed termination fees. If the Merger Agreement is terminated due to a failure to obtain the required Neuphoria Stockholder Approval or Scancell Shareholder Approval, the party whose stockholders or shareholders failed to approve may be required to pay the other party a “No Vote Payment” equal to such party’s reasonable transaction expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby. Neither party is subject to a fixed termination fee of the kind more commonly seen in comparable transactions.

Treatment of Neuphoria Equity Awards and Warrants

Neuphoria Options

At the Effective Time, each outstanding Neuphoria Stock Option, whether or not vested, will be automatically cancelled for no consideration, and the holder will have no further rights with respect thereto. No Neuphoria Stock Options will remain outstanding following the consummation of the Merger.

Neuphoria Restricted Stock Units

No later than five business days prior to the Effective Time (but subject to the occurrence of the closing of the Merger), each outstanding and unvested Neuphoria RSU Award that vests solely based on the passage of time will become fully vested and will be settled in shares of Neuphoria Common Stock (net of applicable tax withholding). Those shares will then be treated the same as other outstanding shares of Neuphoria Common Stock and will be converted into the right to receive the Merger Consideration in the Merger.

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Armistice Warrant

At the closing of the Merger, the Armistice Warrant held by Armistice will be treated in accordance with the Armistice Agreement. If Armistice exercises the Armistice Warrant at Closing (or within thirty days following the Closing), the first $3,500,000 of Black Scholes Value (as defined in the Armistice Warrant) will be paid in cash, and any Excess Amount may be paid, at Armistice’s option, in Scancell Shares, Scancell ADSs or warrants to purchase Scancell Shares or Scancell ADSs. Any Scancell equity issuable to Armistice will reduce, on a share-for-share basis, the number of Scancell ADSs otherwise issuable to holders of Neuphoria Common Stock.

Appraisal Rights

Record holders of Neuphoria Common Stock who do not vote in favor of the Merger Proposal and otherwise comply with the requirements and procedures of Section 262 of the DGCL are entitled to exercise appraisal rights, which generally entitle stockholders to receive in lieu of the Merger Consideration a cash payment of an amount determined by the Delaware Court of Chancery to be equal to the fair value of their Neuphoria Common Stock as of the Effective Time. The fair value of Neuphoria Common Stock as of the Effective Time could be less than, more than or the same as the Merger Consideration. Stockholders will not know the appraised fair value at the time such holders must elect whether to seek appraisal. To seek appraisal, you must deliver a written demand for appraisal to Neuphoria before the vote on the adoption of the Merger Agreement at the Neuphoria Special Meeting, and you must not vote in favor of the adoption of the Merger Agreement. Failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. Due to the complexity of the procedures described above, Neuphoria stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel.

Neuphoria’s Reasons for the Merger

After careful consideration, the Neuphoria Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Neuphoria and its stockholders, (ii) approved and declared advisable the Merger Agreement and the consummation by Neuphoria of the Transactions, and (iii) recommended, upon the terms and subject to the conditions set forth in the Merger Agreement, that Neuphoria’s stockholders vote to approve the Merger and the Transactions. In evaluating the Merger Agreement and reaching its decision to recommend that Neuphoria’s stockholders approve the Merger and the Transactions, the Neuphoria Board consulted with Neuphoria’s management, as well as its outside legal and financial advisors, and considered a number of factors, including: the belief that a stand-alone scenario presented significant risk to Neuphoria stockholders; that the Merger creates more value for Neuphoria stockholders than the potential value that might have resulted from other strategic options available to Neuphoria; the potential market opportunities represented by Scancell’s product pipeline; the potential for Neuphoria stockholders to receive cash payments following the Closing pursuant to the CVR Agreement; the size, terms and expected availability of the Financing; and the opinion of Newbridge that, as of July 22, 2026, the Equity Consideration was fair, from a financial point of view, to Neuphoria’s stockholders. The Neuphoria Board also considered certain risks and other countervailing factors related to the Merger. For a further discussion of the material factors considered by the Neuphoria Board, see the section titled “The Merger — Neuphoria’s Reasons for the Merger” located elsewhere in this proxy statement/​prospectus.

Opinion of Neuphoria’s Financial Advisor

Neuphoria retained Newbridge Securities Corporation (“Newbridge”) as its financial advisor in connection with the Merger. The Neuphoria Board selected Newbridge to act as Neuphoria’s financial advisor based on Newbridge’s qualifications, reputation and experience. In connection with this engagement, Neuphoria requested that Newbridge evaluate the fairness, from a financial point of view, to the holders of the outstanding shares of Neuphoria Common Stock (other than excluded shares) of the Merger Consideration proposed to be paid to such holders pursuant to the Merger Agreement. On July 22, 2026, Newbridge rendered to the Neuphoria Board its opinion that, as of such date and based upon and subject to the assumptions made and limitations upon the review undertaken by Newbridge in preparing its opinion, the

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Share Exchange Consideration to be received by Neuphoria’s common stockholders in the Merger was fair, from a financial point of view, to such holders.

Newbridge’s financial advisory services and opinion were provided for the information and assistance of the members of the Neuphoria Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Neuphoria Board’s consideration of the Merger and the Newbridge opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of the outstanding shares of Neuphoria Common Stock (other than excluded shares) of the Share Exchange Consideration to be paid to such holders pursuant to the terms of the Merger Agreement. The Newbridge opinion did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any stockholder of Neuphoria as to whether or how such holder should vote with respect to the Merger or otherwise act with respect to the Merger or any other matter. Newbridge has provided its written consent to the reproduction of its opinion in this proxy statement/prospectus.

The full text of the Newbridge written opinion, dated July 22, 2026, which describes the assumptions made and limitations upon the review undertaken by Newbridge in preparing its opinion, is attached hereto as Annex C and is incorporated by reference herein. You should read the opinion carefully in its entirety.

Board of Directors and Senior Management of the Combined Company

Following the closing of the Merger, the Scancell board of directors will consist of such number and composition of directors as Scancell determines, provided that, subject to Nasdaq independence requirements and Scancell’s prior approval (not to be unreasonably withheld), one director will be an individual designated by Neuphoria immediately prior to the closing of the Merger. Scancell currently expects that its current management team and board of directors will serve as the management and board of directors of the Combined Company following the closing of the Merger, subject to the addition of the Neuphoria-designated director described above. For more information about Scancell’s current management team and board of directors, please see “Scancell Management” below.

Accounting Treatment

The Merger will be accounted for in accordance with IFRS as issued by the IASB, and in particular with IFRS 3, under which the Merger qualifies as the acquisition of Neuphoria by Scancell. On the date of the acquisition, the identifiable assets acquired and liabilities of Neuphoria will be recorded by Scancell at their respective fair values. Any excess of the consideration transferred over the net fair value at the date of the acquisition of the identifiable assets acquired and liabilities assumed will be recognized as goodwill.

Interests of Neuphoria’s Directors and Executive Officers in the Merger

In considering the recommendation of the Neuphoria Board to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, Neuphoria stockholders should be aware that some of the Neuphoria directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Neuphoria stockholders generally, including, but not limited to, the following:

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under the terms of the Merger Agreement, one Neuphoria director will be designated to serve on the Combined Company Board immediately prior to Closing;

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WG Partners is entitled to a finder’s fee in connection with the Merger and the Chairman and Chief Executive Officer of WG Partners is David Wilson, a current Director of Neuphoria;

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directors and officers have continuing rights to indemnification and directors’ and officers’ liability insurance.

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These interests and arrangements may create potential conflicts of interest. The Neuphoria Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

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Scancell’s Reasons for the Merger

The Scancell Board unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement would be most likely to promote the success of Scancell for the benefit of its shareholders as a whole, and (2) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the PIPE Financing and the UK Offerings. The Scancell Board believes that a merger with Neuphoria, together with the PIPE Financing and the UK Offerings, was the best option to obtain a Nasdaq listing and access additional capital to support the advancement of Scancell’s pipeline and the operations of the Combined Company. The Scancell Board considered a variety of other factors in favor of the Merger, which are discussed further in the section titled “The Merger — Scancell’s Reasons for the Merger” located elsewhere in this proxy statement/prospectus.

Listing of the Scancell ADSs and Scancell Shares

The approval for listing of the Scancell ADSs on Nasdaq and the filing of an application for admission of the Scancell Shares underlying the Scancell ADSs to trading on AIM, in each case subject only to official notice of issuance, are each a condition to the obligations of Scancell and Neuphoria to consummate the Merger. Scancell has applied to list the Scancell ADSs on Nasdaq and intends to apply for admission of the Scancell Shares underlying the Scancell ADSs to trading on AIM. Scancell expects that the Scancell ADSs will trade on Nasdaq under the symbol “SCLT.”

Delisting and Deregistration of Neuphoria Common Stock

If the Merger is completed, Neuphoria Common Stock will be deregistered under the Exchange Act and will cease to be listed for trading on Nasdaq.

Restrictions on Sales of Scancell ADSs Received in the Merger

The Scancell ADSs to be issued in connection with the Merger will be freely transferable under the Securities Act and the Exchange Act, except for Scancell ADSs issued to any holder who may be deemed to be an “affiliate” of Scancell for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with Scancell and may include the senior management, directors and significant stockholders of Scancell. In addition to the Rule 144 restrictions, certain officers, directors and significant stockholders of Neuphoria and Scancell have each entered into Lock-Up Agreements pursuant to which each such signatory has agreed, subject to customary exceptions, not to sell, transfer, hedge or otherwise dispose of Scancell Shares, Scancell non-voting ordinary shares, Scancell ADSs or securities convertible into or exchangeable for the foregoing (excluding any PIPE Securities) for a period of 180 days following the Effective Time. Delivery of the Lock-Up Agreements, in full force and effect, is a condition to Scancell’s and Neuphoria’s respective obligations to complete the Merger. For more information, see the section titled “The Merger — Restrictions on Sales of Scancell ADSs Received in the Merger” located elsewhere in this proxy statement/prospectus.

Litigation Related to the Merger

It is a condition to the Merger that no temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger Agreement or the transactions contemplated thereby shall have been issued by any court of competent jurisdiction or other governmental authority and remain in effect. Neither Neuphoria nor Scancell is aware of any lawsuit or proceeding specific to the Merger having been filed to date. If such a lawsuit or other proceeding is commenced, and a plaintiff is successful in obtaining a restraining order or injunction, the closing of the Merger may be delayed or may never occur, and the parties may be required to pay damages, fees or expenses in respect of related claims. For more information, see the section titled “The Merger — Litigation Related to the Merger” located elsewhere in this proxy statement/prospectus.

Agreement Not to Solicit Other Offers

Each of Neuphoria and Scancell has agreed, subject to customary fiduciary exceptions described in the Merger Agreement, that it will not, directly or indirectly: solicit, initiate or knowingly facilitate or encourage

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any acquisition proposal or acquisition inquiry; enter into or participate in discussions or negotiations regarding, or furnish non-public information in connection with, any acquisition proposal or acquisition inquiry; approve, recommend or enter into any letter of intent, agreement or agreement in principle relating to an acquisition proposal; or make an adverse recommendation change. At any time before the relevant stockholder or shareholder approval is obtained, upon receipt of an unsolicited bona fide written acquisition proposal that its board determines in good faith, after consultation with financial and legal advisors, constitutes or is reasonably likely to lead to a superior proposal, a party may furnish non-public information under an acceptable confidentiality agreement and engage in discussions or negotiations with the third party.

Change of Recommendation

Subject to specified exceptions, Neuphoria has agreed that its board of directors will recommend that Neuphoria stockholders vote to adopt the Merger Agreement and will not withdraw or modify that recommendation in a manner adverse to Scancell. Neuphoria’s board may make an adverse recommendation change only if, prior to receipt of the Neuphoria Stockholder Approval, it receives a bona fide written acquisition proposal that its board determines constitutes or is reasonably likely to lead to a superior proposal, and, after consultation with outside legal counsel, determines that failing to make the adverse recommendation change would be inconsistent with its fiduciary duties under Delaware law, subject to prior written notice to Scancell and a good-faith negotiation period. Scancell’s board of directors has similarly agreed to recommend the Scancell Shareholder Approval and not to withdraw or modify its recommendation in a manner adverse to Neuphoria, subject to similar fiduciary exceptions.

Recommendation of the Neuphoria Board and its Reasons for the Merger

After careful consideration, the Neuphoria Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Neuphoria stockholders and has unanimously approved the Merger Agreement.

The Neuphoria Board unanimously recommends that Neuphoria stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal.

The Financing

PIPE Financing

In connection with the execution of the Merger Agreement, on July 23, 2026, Scancell entered into the Subscription Agreements with the PIPE Investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Scancell agreed to issue and sell to the PIPE Investors, concurrently with the closing of the Merger, an aggregate of 324,190,865 PIPE Securities, at a purchase price of $0.1205 per PIPE Security, for aggregate gross proceeds of approximately $39.1 million.

UK Offerings

Concurrently with the signing of the Merger Agreement, Scancell also entered into a placing agreement for the UK Placing of approximately £13.0 million ($17.4 million) via an accelerated bookbuild process with selected UK institutional investors at the GBP equivalent of the Placement Price, and the Retail Offer for aggregate gross proceeds of approximately £2.7 million ($3.6 million) to qualifying UK retail investors at the GBP equivalent of the Placement Price. The UK Offerings closed in July 2026.

Debt Financing

On September 24, 2026, Scancell entered into the Loan Agreement with Kreos for the Debt Financing, comprising secured, interest-bearing debt facilities of up to $25.0 million. The Debt Financing comprises seven tranches, including four term loan facilities and three convertible facilities. Interest on the term loan facilities accrues at a rate of 10.50% per annum, and interest on the convertible facilities accrues at a payment-in-kind rate of 10.95% per annum. The Debt Financing is secured over substantially all of the assets of Scancell and Scancell Limited pursuant to an English law governed debenture. See “The Merger Agreement — Other Agreements — Debt Financing” for additional details regarding the terms of the Debt Financing.

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The PIPE Financing, the UK Offerings and the Debt Financing are collectively expected to result in aggregate gross proceeds of not less than $75,000,000 (such minimum amount, the “Concurrent Investment Amount”). Receipt by Scancell of aggregate cash proceeds of not less than the Concurrent Investment Amount from the Financing, at or prior to the closing of the Merger, is a condition to the parties’ obligations to consummate the Merger.

Comparative per Share Market Price and Dividend Information

Scancell Shares are quoted in pence on AIM under the symbol “SCLP.” Shares of Neuphoria Common Stock are listed for trading in U.S. dollars on Nasdaq under the symbol “NEUP.” The following table sets forth the closing sales prices of a Scancell Share (as reported on AIM in pence) and of Neuphoria Common Stock (as reported on Nasdaq in U.S. dollars), each on July 22, 2026, the last trading day before the day on which Scancell and Neuphoria announced the execution of the Merger Agreement, and on          , 2026, the last practicable trading day before the date of this proxy statement/prospectus.

The market prices of Scancell Shares and shares of Neuphoria Common Stock, and the currency exchange rates, will fluctuate before the Neuphoria Special Meeting and before the Merger is consummated. You should obtain current stock or currency rate quotations from a newspaper, the Internet or your broker or banker.

Scancell’s Dividend Policy.   Scancell has never paid or declared any cash dividends on its ordinary shares, and does not anticipate paying any cash dividends on its ordinary shares in the foreseeable future. Scancell intends to retain all available funds and any future earnings to fund the development and expansion of its business. Under English law, among other things, Scancell may only pay dividends if it has sufficient distributable reserves (on a non-consolidated basis), which are calculated as Scancell’s accumulated realized profits that have not been previously distributed or capitalized less its accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of capital.

Neuphoria’s Dividend Policy. Neuphoria has never declared or paid cash dividends on its capital stock. Neuphoria intends to retain all available funds and any future earnings to fund the development and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.

The Neuphoria Special Meeting

Date, Time and Place of the Neuphoria Special Meeting

The Neuphoria Special Meeting is scheduled to be held via a virtual meeting at          Eastern Time, on          , 2026, via a virtual meeting at           , or at such other time, on such other date and at such other place to which the special meeting may be adjourned.

Purpose

At the Neuphoria Special Meeting, Neuphoria stockholders will be asked to approve the Merger Proposal, the Advisory Vote Proposal and the Adjournment Proposal.

The Neuphoria Board unanimously recommends a vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal.

Who Can Vote at the Neuphoria Special Meeting

Only Neuphoria stockholders of record at the close of business on           , 2026, the record date for the Neuphoria Special Meeting, and other persons holding valid proxies for the Neuphoria Special Meeting will be entitled to attend the Neuphoria Special Meeting. As of the record date, there were          shares of

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Neuphoria Common Stock issued and outstanding. Each share of Neuphoria Common Stock is entitled to one vote on each matter properly brought before the Neuphoria Special Meeting.

Voting Procedures

Record holders of shares of Neuphoria Common Stock may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. Neuphoria stockholders who hold shares in “street name” may vote by mail by completing, signing and dating the voting instruction cards provided by their brokers or other nominees and mailing them in the accompanying pre-addressed envelopes. Neuphoria stockholders may also submit proxies over the Internet at the web address shown on the proxy card or by calling the telephone number shown on the proxy card.

Share Ownership and Voting by Neuphoria Directors and Executive Officers

At the close of business on the record date for the Neuphoria Special Meeting, directors and executive officers of Neuphoria (together with certain of their respective affiliates) beneficially owned and were entitled to vote approximately           % of the shares of Neuphoria Common Stock outstanding on that date. Simultaneously with the execution and delivery of the Merger Agreement, certain Neuphoria directors and executive officers entered into support agreements with Scancell pursuant to which such individuals granted an irrevocable proxy to Neuphoria, among other things, to vote their respective shares of Neuphoria Common Stock in favor of the adoption of the Merger Agreement.

The Support Agreements and Lock-Up Agreements

Concurrently with the execution of the Merger Agreement, certain officers, directors and stockholders of Neuphoria holding, in aggregate, 10,453 shares of Neuphoria Common Stock, representing less than 1% of Neuphoria’s outstanding shares of common stock as of the date of the Merger Agreement, entered into voting agreements in favor of Scancell and Merger Sub, providing, among other things, that such persons will vote all of their shares of Neuphoria Common Stock in favor of the Neuphoria Stockholder Approval and against any competing acquisition proposal. Similarly, Scancell’s directors and certain officers and shareholders of Scancell holding, in aggregate, 443,249,106 Scancell Shares, representing approximately 42.7% of the Scancell Shares outstanding as of the date of the Merger Agreement (prior to completion of the UK Placing and the Retail Offer), entered into voting agreements in favor of Neuphoria, providing, among other things, that such persons will vote all of their Scancell Shares in favor of the Scancell Shareholder Approval and against any competing acquisition proposal.

In addition, concurrently with the execution and delivery of the Merger Agreement, certain shareholders, officers and directors of Neuphoria and Scancell each entered into a lock-up agreement (the “Lock-Up Agreements”), pursuant to which each signatory agreed that, for a period of 180 days following the Effective Time, it will not, subject to customary exceptions, sell, offer to sell, hedge or otherwise transfer or dispose of Scancell Shares, Scancell non-voting ordinary shares, Scancell ADSs or securities convertible into or exchangeable for the foregoing (excluding any shares acquired in the PIPE Financing or the UK Offerings). Delivery of duly executed Lock-Up Agreements from each signatory, in full force and effect as of immediately following the Effective Time, is a condition to each party’s obligation to complete the Merger. For more information, see the section titled “The Support Agreements and Lock-Up Agreements” located elsewhere in this proxy statement/prospectus.

Material U.S. Federal Income Tax Considerations

The exchange of Neuphoria Common Stock for Merger Consideration in the Merger will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations”). Please carefully review the information under “Material U.S. Federal Income Tax Considerations” beginning on page 224 of this proxy statement/prospectus for a description of material U.S. federal income tax consequences of the Merger to U.S. Holders. The tax consequences to you will depend on your own situation. You are urged to consult your tax advisors as to the specific tax consequences to you of the Merger and your receipt of the Merger Consideration, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

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Material U.K. Tax Considerations

For a summary of the anticipated material U.K. tax considerations of ownership of Scancell ADSs, please see the section of this proxy statement/prospectus titled “Material U.K. Tax Considerations.” As a result of the Merger, Neuphoria stockholders will become holders of Scancell ADSs, and will have different rights as holders of Scancell ADSs than they had as holders of Neuphoria Common Stock. The differences between the rights of these respective holders result from the differences among (1) English and Delaware law, (2) the respective governing documents of Scancell and Neuphoria, and (3) the terms of the deposit agreement among Citibank, N.A., Scancell and the holders and beneficial owners of Scancell ADSs. For additional information, see “Comparison of Shareholder Rights” and “Description of the Scancell American Depositary Shares.”

Summary of Risk Factors

You should carefully read this proxy statement/prospectus and especially consider the factors discussed in “Risk Factors” in connection with your consideration of the Merger before deciding whether to vote for approval of the Merger Agreement and the Merger.

•

The Merger is subject to a number of conditions, some of which are outside of the parties’ control, and, if these conditions are not satisfied, the Merger Agreement may be terminated and the Merger may not be completed.

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•

Failure to complete the Merger could negatively affect the share prices and the future business and financial results of either or both of Scancell and Neuphoria.

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•

Because the Exchange Ratio is based on fixed agreed valuations rather than the trading price of Scancell Shares at the time of completion of the Merger, and will be unaffected by any changes in exchange rates or in the market value of Scancell Shares or Neuphoria Common Stock, Neuphoria stockholders cannot be sure of the market value of the Scancell ADSs they will receive.

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•

The Merger is conditioned upon Scancell receiving aggregate cash proceeds of at least the Concurrent Investment Amount of $75,000,000 from the Financing. If this condition is not satisfied, the Merger may not be completed.

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•

The PIPE Financing and the Debt Financing undertaken alongside the Merger will substantially dilute the ownership interests of existing Scancell shareholders.

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•

After the Merger, Neuphoria stockholders will have a significantly lower ownership and voting interest in the Combined Company than they currently have in Neuphoria, and will exercise less influence over management.

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•

The Merger is expected to be a taxable transaction for U.S. federal income tax purposes.

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•

You may not receive any payment on the CVRs.

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•

The Combined Company may not fully realize the anticipated benefits of the Merger or realize such benefits within the timing anticipated.

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Failure to establish and maintain effective internal controls could have a material adverse effect on Scancell’s business and stock price.

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•

The Combined Company’s consolidated financial statements will be prepared in accordance with IFRS, which differs from U.S. GAAP, and the conversion of Neuphoria’s historical financial statements into IFRS could result in material changes in the reported results of operations, financial position and cash flows.

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•

The market price for Scancell ADSs and the underlying Scancell Shares may be volatile and may decline regardless of Scancell’s operating performance, and the value of your investment could materially decline.

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The rights of Neuphoria’s stockholders who become holders of Scancell ADSs in the Merger will not be the same as the rights of holders of Scancell Shares or Neuphoria Common Stock.

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Scancell has a limited operating history and has never generated any revenue from product sales.

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•

Scancell will need additional funding to complete the development of its current product candidates and to commercialize its product candidates, if approved. If Scancell is unable to raise capital when needed, it could be forced to delay, reduce, or eliminate its product development programs or any future commercialization efforts.

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•

Scancell has incurred significant operating losses since inception, carries indebtedness under the Debt Financing, and has a net liability position. These factors create ongoing financial risks and could adversely affect Scancell’s business and ability to operate.

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The terms of the Loan Agreement impose restrictions on Scancell’s operations, and Scancell’s failure to comply with covenants or satisfy drawdown conditions could result in an event of default and acceleration of indebtedness under the Debt Financing.

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•

Raising additional capital may cause dilution to, or adversely affect the rights of, Scancell’s security holders, including holders of Scancell ADSs received in the Merger; restrict Scancell’s operations; or require Scancell to relinquish rights to its technologies or product candidates.

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•

Scancell depends heavily on the success of iSCIB1+, Modi-1, and its GlyMab antibody candidates. Scancell cannot give any assurance that any of these product candidates will receive regulatory approval, which is necessary before they can be commercialized.

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Scancell’s product candidates are in clinical development. Clinical drug development is a lengthy and expensive process with uncertain timelines and uncertain outcomes, and results of earlier studies and trials may not be predictive of future results.

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Scancell’s product candidates may have serious adverse, undesirable, or unacceptable side effects which may delay or prevent marketing approval or lead to the withdrawal of approval after it has been granted.

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Scancell depends on enrollment of patients in its clinical trials for its product candidates. If Scancell is unable to enroll patients in its clinical trials, or enrollment is slower than anticipated, its research and development efforts could be adversely affected.

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The regulatory approval processes of the FDA, MHRA, European Commission following an opinion from the EMA, and comparable foreign authorities are lengthy, time consuming, and inherently unpredictable, and if Scancell is ultimately unable to obtain regulatory approval for its product candidates, its business will be substantially harmed.

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•

The manufacturing processes for iSCIB1+, Modi-1, and Scancell’s antibody candidates are novel and complex. If Scancell or its CMOs encounter difficulties in production, scale-up, or quality control, it could significantly delay or harm Scancell’s development and commercialization programs.

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Scancell operates in a highly competitive and rapidly changing industry, which may result in others acquiring, developing, or commercializing competing products before or more successfully than Scancell does.

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The successful commercialization of Scancell’s product candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels, and pricing policies.

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Scancell relies, and expects to continue to rely, on third parties, including independent investigators and CROs, to conduct its clinical trials. If these CROs do not successfully carry out their contractual duties or meet expected deadlines, Scancell may not be able to obtain regulatory approval for or commercialize its product candidates.

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Scancell currently relies on third-party contract manufacturing organizations for the production of clinical supply of Scancell’s product candidates and intends to rely on CMOs for the production of commercial supply of Scancell’s product candidates, if approved.

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Scancell relies on patents and other intellectual property rights to protect its product candidates, the obtainment, enforcement, defense and maintenance of which may be challenging and costly. Failure to enforce or protect these rights adequately could harm Scancell’s ability to compete and impair its business.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On 23 July 2026, Scancell Holdings plc (“Scancell”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neuphoria Therapeutics Inc. (“Neuphoria”) and Scancell Merger Sub Inc (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Neuphoria, with Neuphoria surviving the merger as an indirect wholly owned subsidiary of Scancell (the “Merger”). The Merger becomes effective at the time the Certificate of Merger is filed in Delaware (the “Effective Time”), and completion of the Merger is referred to herein as “Completion.” The combined company will operate under the name Scancell and has applied to trade on the Nasdaq Stock Market under the symbol “SCLT,” in addition to Scancell’s existing admission to trading on AIM. The combined company following the Merger is referred to herein as the “Combined Company.” The Combined Company will continue Scancell’s business as a clinical stage biotechnology company developing targeted, off-the-shelf, active immunotherapies generated by the ImmunoBody and other platforms. The following unaudited pro forma condensed combined financial information and related notes have been prepared to give effect to the Merger and the related transactions described below.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended, which is herein referred to as “Article 11.” Article 11 provides simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Scancell has elected not to present any Management Adjustments, except as outlined for Neuphoria transaction-related costs in Note (3)(b), in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is presented under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”) and in pounds sterling, which are the reporting framework and presentation currency of Scancell. Amounts in tables within this pro forma information are presented in thousands of pounds sterling and, where denominated in US dollars, in thousands of US dollars, except share and per share data. Financial amounts contained within narrative are typically disclosed in millions of pounds sterling (to one decimal place) unless more precision is considered useful, and the same convention is applied to amounts denominated in US dollars. Amounts in the narrative are rounded and may therefore differ slightly from the corresponding amounts in the tables and notes, which are presented in thousands.

The unaudited pro forma condensed combined statement of financial position as at 30 April 2026 gives effect to the Merger and the related transactions as if they had occurred on 30 April 2026. The unaudited pro forma condensed combined statement of comprehensive loss for the year ended 30 April 2026 gives effect to the Merger and the related transactions as if they had occurred on 1 May 2025, the beginning of the earliest period presented.

The Merger and Related Transactions

At the Effective Time and subject to the conditions set forth in the Merger Agreement, each share of Neuphoria common stock outstanding immediately prior to the Effective Time will be converted into the right to receive:

(i)

a number of Scancell American Depositary Shares (each, an “ADS,” with each ADS representing 100 Ordinary Shares) determined by applying the estimated exchange ratio of 37.72464 Ordinary Shares for each share of Neuphoria common stock (the “Exchange Ratio”), resulting in the issue of an estimated 2,041,406 ADS representing an aggregate of 204,140,627 ordinary shares of Scancell (the “Ordinary Shares” and, as issued to Neuphoria stockholders, the “Equity Consideration”), and

​

(ii)

one contingent value right (each, a “CVR” and together, the “CVRs”), to be issued under a contingent value rights agreement (the “CVR Agreement”), for each share of Neuphoria common stock held, representing the right to receive a pro rata share of 100 per cent of net proceeds (gross proceeds less permitted deductions, principally applicable taxes, documented costs and expenses of performing the underlying agreements or completing a disposition, rights agent fees and a $0.1 million maintenance fund) received by Scancell under specified pre-existing partner agreements and on any disposition of the intellectual property arising under those agreements, and in respect of

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an Australian research and development tax credit for the year ended 30 June 2026, net of the related costs of preparing the claim and applicable taxes. The CVRs are non-transferable and will not be listed.

Each Neuphoria stock option outstanding at the Effective Time is cancelled for no consideration, and each unvested Neuphoria restricted stock unit that vests solely with the passage of time vests in full and is settled in Neuphoria common stock five business days before the Effective Time and is then exchanged on the same basis as other Neuphoria common stock. Because Scancell is not replacing any Neuphoria share-based awards, no pro forma adjustment is presented: neither affects the consideration transferred or the identifiable net assets acquired, and any resulting share-based payment charge is a pre-combination expense recognized in Neuphoria’s own consolidated financial statements. The sole outstanding warrant over Neuphoria common stock is settled in cash at Completion at its Black Scholes Value (as defined in the Armistice Warrant). No fractional ADS are issued and no cash is paid in respect of fractions.

Alongside the Merger, Scancell has entered into a series of financing transactions (together, the “Financing”):

(i)

PIPE Financing.   Concurrently with the execution of the Merger Agreement, Scancell entered into subscription agreements (the “Subscription Agreements”) with certain existing and new accredited investors to raise gross proceeds of US$39.1 million through the issue of 279,377,587 new Ordinary Shares and 44,813,278 non-voting ordinary shares (the “Non-Voting Ordinary Shares”) at a price of $0.1205, being 9 pence (the “Placement Price”) per Ordinary Share or Non-Voting Ordinary Share (equivalent to £9.00 per ADS) (the “PIPE Financing”). The closing of the PIPE Financing is conditional upon the passing of certain resolutions at a general meeting of Scancell’s shareholders (the “EGM”), the closing of the Merger and the Nasdaq listing.

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(ii)

UK Placing and Retail Offer.   On 27 July 2026, Scancell raised gross proceeds of £13.0 million through a placing of 144,444,444 new Ordinary Shares with UK institutional investors (the “UK Placing”) and a further £2.7 million through a retail offer of 30,004,836 new Ordinary Shares (the “Retail Offer”), in each case at 9 pence per Ordinary Share, being the pounds sterling equivalent of the Placement Price. Neither is conditional on the Merger or the Nasdaq listing, and both were completed within Scancell’s existing share capital authorities in July 2026, after the date of the pro forma statement of financial position. Both are reflected in the unaudited pro forma condensed combined financial information so that the pro forma statement of financial position presents the capital structure of the Combined Company following the Merger and the Financing.

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(iii)

Debt Financing.   Scancell has agreed the form of a secured loan agreement with certain funds and accounts controlled by BlackRock for debt facilities of up to $25.0 million, to be drawn in Tranches A, B, C and D (the “Debt Financing”). Tranche A of $7.0 million is expected to be drawn before the registration statement on Form F-4 relating to the Merger (the “Form F-4”) becomes effective, and is the only tranche given pro forma effect. Tranches B and C, of $3.0 million and $5.0 million respectively, are committed and will be available at completion of the Merger, subject to the drawdown conditions in the agreement, but are not expected to have been drawn and are accordingly not given pro forma effect. Tranche D of $10.0 million is not currently probable and is also not given pro forma effect. Amounts drawn under Tranches A, B and C bear cash pay interest at 10.50 per cent per annum on the Term Debt portion of each Tranche and payment-in-kind interest at 10.95 per cent per annum on the Convertible Debt portion, for a twelve month period. The agreement has not yet been executed, and remains subject to shareholder approval at the EGM. $5.0 million of the amount drawn under Tranches A, B and C is convertible into Scancell equity at a fixed price of 11.7 pence per share, and the lender receives warrants on each drawdown equal to 4.5 per cent of the amount drawn divided by the Placement Price. The warrants are concluded to be a liability under IAS 32 rather than equity, with a preliminary fair value of £0.2 million on the warrants arising on Tranche A — see Note 5. Management has elected to carry Tranche A2 as a whole at fair value through profit or loss under IFRS 9.4.3.5, rather than separately classifying the conversion feature as equity or as a liability. The fair value on initial recognition represents Tranche A2’s allocated share of the Tranche A proceeds, as outlined in Note 5. Tranche A2 is presented within current liabilities because BlackRock may convert at any time from drawdown and the conversion feature is not an equity component (IAS 1.69(d)); this is consistent with the Redmile convertible loan notes.

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(iv)

CLN Conversion.   Pursuant to a side letter dated 23 July 2026, the outstanding convertible loan notes issued by Scancell to funds controlled by Redmile Group, LLC (the “Redmile Funds”) — comprising Nil Rate Unsecured Convertible Loan Notes with an outstanding principal amount of £1,747,106 and 3 per cent Unsecured Convertible Loan Notes with an outstanding principal amount of £16,450,748 — were modified to provide for automatic conversion into 191,687,890 shares represented by restricted ADS and/or Non-Voting Ordinary Shares immediately following completion of the Merger (the “CLN Conversion”). The CLN Conversion is irrevocable, subject to the passing of the requisite resolutions at the EGM and completion of the Merger, and has been given pro forma effect in the combined financial information as outlined further below.

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In connection with the Merger and the Financing, a number of the existing Ordinary Shares held by the Redmile Funds will be re-designated as Non-Voting Ordinary Shares such that, following Completion, the Redmile Funds will hold no more than 9.99 per cent of the voting share capital of Scancell (the “Redmile Funds Redesignation”). The Non-Voting Ordinary Shares rank pari passu with Scancell’s existing Ordinary Shares in all respects, including economic rights, save that they carry no voting rights, and they will not be admitted to trading on AIM. The Redmile Funds Redesignation changes the class of shares in issue and does not change the total number of shares in issue or the net assets of Scancell, and accordingly no pro forma adjustment arises.

Scancell has also proposed a consolidation of its Ordinary Shares on the basis of 10 Ordinary Shares to 1 consolidated Ordinary Share, in effect a 1-for-10 reverse stock split (the “AIM Reverse Split”), which is conditional on the passing of the requisite resolutions at the EGM and is expected to become effective before Completion. The AIM Reverse Split had not become effective as at the date of this unaudited pro forma condensed combined financial information, and accordingly all share counts and per share amounts presented herein are stated on a pre-consolidation basis. Following the AIM Reverse Split each ADS will represent 10 consolidated Ordinary Shares, equivalent to the 100 Ordinary Shares per ADS presented herein on a pre-consolidation basis. The AIM Reverse Split changes the number of shares and the per share amounts but not the net assets or the loss of the Combined Company, and no Transaction Accounting Adjustment is therefore required for it.

Accounting for the Merger

For accounting purposes, Scancell is treated as the accounting acquirer and Neuphoria as the accounting acquiree. This determination is based on the relative size of the two companies, the composition of the board of directors and senior management of the Combined Company, and the expectation that, immediately following the Merger, the existing shareholders of Scancell will hold the largest proportion of the voting interests and a substantial majority of ownership in the Combined Company. The factors supporting this determination are set out in Note 2.

The Merger is accounted for using the acquisition method in accordance with IFRS 3, Business Combinations. Under the acquisition method, the identifiable assets acquired and the liabilities assumed are recognized and measured at their acquisition-date fair values, and the excess of the consideration transferred over the net of those amounts is recognized as goodwill. The Combined Company’s financial statements following the Merger will represent a continuation of the financial statements of Scancell, and the results of Neuphoria will be included from the acquisition date.

The accounting for the Merger depicted in the unaudited pro forma condensed combined financial information is incomplete, and the Transaction Accounting Adjustments are preliminary and based on assumptions and estimates described in the accompanying notes. The fair value of the consideration transferred depends on the market price of Scancell’s Ordinary Shares at the acquisition date, and the identifiable assets acquired and the liabilities assumed will be measured by reference to Neuphoria’s balance sheet at the acquisition date rather than at 30 June 2026. The Merger Agreement requires Neuphoria to settle at or before Completion: the cost of a directors’ and officers’ liability insurance tail policy, remaining lease and contract termination costs, notice payments, change in control payments, and the costs of winding down its legacy operations, which are not fully reflected in Neuphoria’s 30 June 2026 balance sheet. Neuphoria’s own acquisition-related costs incurred through 30 June 2026 are included in Neuphoria’s historical administrative expenses, estimates of costs to be incurred after 30 June 2026 are reflected in adjustment K,

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outlined below. The write-off of Neuphoria’s prepaid expenses (principally directors’ and officers’ insurance), the settlement of its accounts payable and accrued expenses before Completion, and the collection of the Australian research and development tax receivable and related payments to holders of CVRs after Completion are likewise not reflected, other than the CVR liability recognized in adjustment B outlined further below. The actual amounts will be determined on completion of the Merger and may vary materially from these preliminary estimates. In particular, the amount of goodwill to be recognized on the acquisition date may vary significantly from the amount presented below, depending on the movement in Scancell’s share price. The accounting for the Financing, Merger and its related effects will be finalized within the measurement period, which under IFRS 3.45 ends no later than twelve months from the acquisition date. The effect on the consideration transferred and on goodwill of a range of prices per Ordinary Share is set out in Note 3.

Pro Forma Capitalization

The following table summarizes the estimated ownership of the Combined Company immediately following the Merger and the Financing, on a pre-consolidation basis and including both Ordinary Shares and Non-Voting Ordinary Shares. Percentages may not sum to 100 per cent due to rounding.

The estimated ownership percentages and share amounts are preliminary and subject to change based on, among other things: the final number of Neuphoria shares of common stock outstanding at the Effective Time, the final amount raised in the PIPE Financing, adjustment to the conversion price of the convertible loan notes for the dilutive impact of the Financing, any estimated payment of accrued interest under the convertible loan notes assumed to be made in shares for pro forma purposes, and the AIM Reverse Split expected to become effective prior to the Effective Time. The “Existing Scancell shareholders” row reflects the Ordinary Shares in issue at 30 April 2026, which include the Ordinary Shares then held by the Redmile Funds, and the votes attaching to that row are stated after the Redmile Funds Redesignation, which affects only the Redmile Funds. Existing shareholders who also subscribed in the UK Placing or the Retail Offer are included in the separate row for those offers, and the row therefore does not represent the total holding or voting position of Scancell’s existing shareholders as a group. The Redmile Funds conversion row shows only the shares issued on the CLN Conversion and is not the total holding of the Redmile Funds, who held 297,188,365 Ordinary Shares at 30 April 2026 (included in the first row) and are also to be issued 44,813,278 Non-Voting Ordinary Shares in the PIPE Financing (included in the PIPE Financing subscription row). The votes shown for the Redmile Funds conversion row are the 20,175,010 Ordinary Shares only; the 171,512,880 Non-Voting Ordinary Shares issued on the CLN Conversion carry no votes. The percentage shown against the shares issued on the CLN Conversion is that holding related to the conversion expressed as a proportion of total shares in issue and is unrelated to the 9.99 per cent ceiling on the Redmile Funds’ voting share capital, which is measured on votes rather than shares. The table excludes any shares reserved for future issuance under Scancell’s share incentive plan and any shares issuable on exercise of any warrants that may be issued in connection with the Debt Financing.

Other Information

The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma condensed combined financial information;

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•

the historical audited consolidated financial statements of Scancell as of and for the year ended 30 April 2026 and the related notes included elsewhere in this registration statement; and

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•

the audited consolidated financial statements of Neuphoria as of and for the year ended 30 June 2026 and the related notes, included in Neuphoria’s Annual Report on Form 10-K for the year ended 30 June 2026 and incorporated by reference into this registration statement.

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Neuphoria’s historical financial information, prepared under US GAAP in US dollars, has been converted to IFRS and translated to pounds sterling for inclusion in the unaudited pro forma condensed combined financial information. The resulting IFRS conversion adjustments are described in Note 7. Scancell and Neuphoria have no historical relationship requiring elimination of intercompany balances or transactions.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized had Scancell and Neuphoria been a combined organization during the periods presented, nor is it necessarily indicative of the future financial position or results of operations of the Combined Company. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies, synergies, cost savings, or other benefits or expenses that may be associated with the integration of Scancell and Neuphoria. Actual results reported in periods following the Effective Time may differ significantly from those reflected in the unaudited pro forma condensed combined financial information presented herein.

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Unaudited Pro Forma Condensed Combined Statement of Financial Position
As at 30 April 2026
(in thousands of pounds sterling)

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Neuphoria’s historical share capital of £41 rounds to nil in thousands of pounds sterling. Substantially all of Neuphoria’s contributed capital is presented within share premium, and both are eliminated in Merger adjustment C.

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Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss
For the year ended 30 April 2026
(in thousands of pounds sterling, except share and per share data)

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

1.   Description of the Merger and Related Transactions

The Merger and the related transactions are described above under “The Merger and Related Transactions,” “Accounting for the Merger” and “Pro Forma Capitalization.” Capitalized terms used but not defined in these notes have the meanings given to them above or elsewhere in this registration statement.

The following transactions have been given pro forma effect in the unaudited pro forma condensed combined financial information:

The Redmile Funds Redesignation is a reclassification of existing Ordinary Shares into Non-Voting Ordinary Shares. It changes neither the total number of shares in issue nor net assets and is accordingly reflected in the presentation of share classes in Note 4 but gives rise to no pro forma adjustment. The Redmile Funds have made an election, as announced in the Circular, as to the number of Ordinary Shares to be redesignated, which under the terms of the Merger Agreement may not result in their holding of voting share capital exceeding 9.99 per cent. The redesignation of 203,966,540 Ordinary Shares presented in Note 4 is the number of Consolidated Ordinary Shares in the Circular and proposed resolutions subject to shareholder

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approval restated to the pre-consolidation basis, which reflects the election made by the Redmile Funds, within the cap described above.

The AIM Reverse Split is conditional on approval of the requisite resolutions at the EGM and is not yet effective. It is not reflected in the unaudited pro forma condensed combined financial information, and all share and per share amounts are presented on a pre-consolidation basis.

2.   Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the pro forma results of operations of the combined company based on the historical financial statements of Scancell and Neuphoria after giving effect to the Merger and the other adjustments described in these notes.

The Merger is expected to complete by the end of December 2026, subject to the closing conditions in the Merger Agreement. The acquisition date will be the date of Completion, being the date of the Effective Time, at which Scancell obtains control of Neuphoria.

For accounting purposes, Scancell is the accounting acquirer and Neuphoria the accounting acquiree, and the Merger is accounted for as a business combination using the acquisition method in accordance with IFRS 3, Business Combinations. This determination reflects that, immediately following the Merger:

•

the existing shareholders of Scancell will hold of the largest proportion of the voting rights and the substantial ownership majority in the Combined Company;

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•

Scancell will determine the composition of the board of directors of the Combined Company and will hold a majority of the seats;

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•

the senior management of the Combined Company will be drawn predominantly from the existing management of Scancell;

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•

Scancell is the entity issuing equity interests as consideration for the entire issued share capital of Neuphoria; and

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•

Scancell is significantly the larger of the combining entities by implied equity value and initiated and structured the Merger.

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Amounts denominated in US dollars in respect of the Financing have been translated at US$1.33705 to the pound, the rate on 22 July 2026. Neuphoria’s assets and liabilities have been translated into pounds sterling at the closing rate of US$1.321719 to the pound at 30 June 2026, and its income and expenses at the average rate of US$1.342142 to the pound for the year ended 30 June 2026.

Scancell’s financial year ends on 30 April and Neuphoria’s financial year ends on 30 June. Under Article 11 of Regulation S-X, where the acquiree’s financial year end differs from the registrant’s by 93 days or less, the registrant combines its statement of operations with that of the acquiree using their respective financial years. The difference between the two financial year ends is within 93 days, and Neuphoria’s historical financial information has accordingly been combined with Scancell’s annual results without further updating. Scancell has selected 30 April to continue as the financial year end of the Combined Company.

No tax effect is presented in respect of the Transaction Accounting Adjustments, because neither Scancell nor Neuphoria recognizes a deferred tax asset on its tax losses. At 30 April 2026 Scancell had tax losses of approximately £51.5 million, the majority of which can be carried forward indefinitely, and an unrecognized deferred tax asset on those losses of approximately £12.9 million. At 30 June 2026 Neuphoria had net operating loss carryforwards of approximately $123.5 million, comprising US federal losses of approximately $10.6 million, US state losses of approximately $9.2 million and Australian losses of approximately $103.7 million, against which it holds a valuation allowance covering substantially all of its deferred tax assets ($25.4 million at 30 June 2026 against gross deferred tax assets of $26.2 million). Accordingly, no current or deferred tax is recognized on the Transaction Accounting Adjustments.

Scancell reports under IFRS as issued by the IASB in pounds sterling. Neuphoria reports under accounting principles generally accepted in the United States, in US dollars. Neuphoria’s historical financial

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information has been converted to IFRS, translated to pounds sterling and mapped to the presentation adopted by Scancell, as described under “Other Information” above and in Note 7.

3.   Consideration Transferred and Purchase Price Allocation

The consideration transferred in the Merger comprises the Equity Consideration and the CVRs. The following table sets out the components of the consideration transferred and the basis on which each has been measured (in thousands of pounds sterling, except share and per share amounts):

​

(a)

Measured at an estimated 204,140,627 Equity Consideration at an interim price of 9 pence per Ordinary Share. Both the share count and the price will be updated — the former for Neuphoria’s final fully diluted share count at the Effective Time (expected to be offset by an adjustment to the exchange ratio), and the latter for the price on the most recent practicable date before the Form F-4 is declared effective.

​

The Merger Agreement provides for settlement of the sole outstanding warrant over Neuphoria common stock in cash at Completion of its Black Scholes Value (as defined in the Armistice Warrant). The Black Scholes Value is currently estimated at $1.8 million, calculated as defined in the Armistice Warrant, using an option term running from the public announcement of the Merger to the warrant’s original expiry on 2 June 2029, the highest single-day volume-weighted average price of Neuphoria common stock since the day before that announcement, and a US Treasury rate matched to that term. The amount has been recognized as a liability assumed of £1.4 million in the table below. Neuphoria’s historical column already carries its accompanying warrants liability of £1.5 million, so the fair value adjustment required to state the obligation at £1.4 million is a reduction of £0.1 million. The estimated £1.4 million is paid in cash at Completion (adjustment J). The £1.5 million is translated at the 30 June 2026 closing rate and the $1.8 million obligation at the rate on 22 July 2026.

Each Neuphoria stockholder receives one CVR per share, representing the right to a pro rata share of net proceeds received by Scancell under specified pre-existing Partner Agreements — including a research collaboration with Merck Sharp & Dohme Corp. and the Participants Agreement and associated CRC Commercialization License Agreements (including the CRC’s existing license agreement with Pfizer relating to KAT6) (the “CRC Agreements”) — and an Australian research and development tax credit. The CVRs are non-transferable, are not listed, and impose a contractual obligation on Scancell to deliver cash and are accordingly classified as a financial liability.

The minimum amount payable under the CVRs is nil, as no payment arises unless the underlying proceeds are received. An estimate of the maximum undiscounted amount payable cannot be made. The amounts payable are not subject to any cap and depend on clinical, regulatory and commercial outcomes that are within the control of counterparties rather than of Scancell, on whether any disposition of the relevant intellectual property occurs at all, and on a term that, in respect of the underlying agreements, continues for 15 years from the Effective Date, subject to earlier termination of the CVR Agreement if the payment obligations under those agreements expire.

The fair value of $3.3 million at which the CVRs are carried is Scancell’s management’s September 2026 estimate, comprising $726,000 in respect of the research collaboration and license agreement with Merck Sharp & Dohme Corp., $1.8 million in respect of the CRC Agreements and $811,000 in respect of the Australian research and development tax incentive receivable for the year ended 30 June 2026, which falls within the scope of the CVR Agreement. Under the CVR Agreement, the CVR rights in respect of these agreements and in respect of the tax credit continue for 15 years from Completion but may terminate earlier if the payment obligations expire earlier. A change in the fair value of the CVRs would change the contingent consideration and, by the same amount, goodwill.

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The following table sets out the recognized amounts of the identifiable assets acquired and liabilities assumed, and the resulting goodwill (in thousands of pounds sterling):

​

(b)

Management adjustment reflecting Neuphoria’s estimated transaction costs of £2.6 million ($3.5 million), accrued and paid from its cash at Completion (adjustment K).

​

Goodwill and intangible assets recognized by Neuphoria relate to its own pre-Merger acquisitions and are not identifiable assets acquired by Scancell; they have accordingly been derecognized, together with the associated deferred tax liability. Neuphoria’s goodwill of £2.6 million is stated after the impairment charge of £4.0 million recognized in its historical results for the twelve months ended 30 June 2026, which is eliminated from the pro forma statement of comprehensive loss in adjustment CC. The rights underlying the CVRs are recognized as identifiable assets acquired. The Merck programme rights of £0.5 million are presented at estimated acquisition date fair value as an intangible asset under IAS 38, because Scancell acquires the rights to the underlying assets of that programme. The CRC Agreements’ rights of £1.3 million are presented as a financial asset measured at fair value through profit or loss under IFRS 9, because the underlying assets are held in trust, and it was determined that a contractual right to a share of net cash proceeds is acquired, rather than the underlying assets themselves. Both amounts are components of management’s fair value estimate of the CVRs described above. Neuphoria’s contingent consideration of £776,000 arose under a pre-existing arrangement unrelated to the Merger and is payable only on milestones relating to the Cancer Stem Cell technology. It is measured at a fair value of nil in the purchase price allocation, consistent with the nil fair value attributed to the related intangible asset, and the credit is absorbed in goodwill. Neuphoria’s accompanying warrants liability of £1.5 million is carried in its historical column and is reduced by £0.1 million in the allocation, as described further above.

A lower price per Ordinary Share could result in the consideration transferred being less than the net identifiable assets acquired, which would give rise to a gain on a bargain purchase rather than goodwill; see footnote (a) to the consideration table above.

4.   Shares Issued in the Merger and the Financing

The following table sets out the Ordinary Shares and Non-Voting Ordinary Shares in issue on a pro forma basis, reconciled from the Ordinary Shares in issue at 30 April 2026. Amounts are presented on a pre-consolidation basis.

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The Non-Voting Ordinary Shares have the same nominal value as, and rank pari passu in all economic respects with, the Ordinary Shares. They carry no voting rights and are not admitted to trading on AIM.

The 191,687,890 shares issuable on the CLN Conversion are presented as 171,512,880 Non-Voting Ordinary Shares and 20,175,010 Ordinary Shares. The Redmile Funds may elect to receive restricted ADS in place of Non-Voting Ordinary Shares, which would change the allocation between the two classes but not the total number of shares in issue. The table excludes any shares issuable on exercise of the 98,070,456 Scancell share options outstanding at 30 April 2026, any shares issuable on exercise of any warrants that may be issued in connection with the Debt Financing, and any shares issuable on conversion of the convertible portion of the Debt Financing. Shares issuable in settlement of accrued interest on the convertible loan notes are included in the CLN Conversion row above. The amounts credited to share capital and share premium on an allotment of shares otherwise than for cash are determined by UK company law (which sits outside IFRS) rather than by reference to fair value; on the CLN Conversion, share premium is accordingly the redemption amount of the loan notes released, plus the value of any interest settled in shares, with any difference from the accounting carrying amount of the liability derecognized dealt with by a transfer within equity rather than through profit or loss — see adjustment H.

Under the Merger Agreement, each Neuphoria stock option outstanding at the Effective Time is cancelled for no consideration, and each unvested restricted stock unit that vests solely with the passage of time vests in full and is settled in Neuphoria common stock five business days before the Effective Time, which is then exchanged on the same basis as other Neuphoria common stock. The aggregate number of Equity Consideration shares is determined by the agreed relative valuations of Scancell and Neuphoria and by Scancell’s own fully diluted share capital immediately prior to the Effective Time and does not vary with the number of Neuphoria shares outstanding. Shares issued in respect of Neuphoria common stock issued on settlement of restricted stock units are therefore included within, and not in addition to, the Equity Consideration shares presented in the pro forma adjustments. The Exchange Ratio, being the number of Ordinary Shares, delivered in the form of ADS, receivable for each Neuphoria share, remains an estimate until the Effective Time and varies with Neuphoria’s fully diluted share count and is therefore affected by the settlement of the restricted stock units.

5.   Pro Forma Adjustments

The pro forma adjustments are based on preliminary estimates that could change materially as additional information is obtained. Amounts in tables are stated in thousands of pounds sterling and, where denominated in US dollars, in thousands of US dollars, except share, per share and per ADS amounts and exchange rates. Amounts in narrative are generally stated in millions to one decimal place unless more precision is useful, and may differ slightly from the tables due to rounding.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Financial Position

A.   Reflects the issue of the Equity Consideration shares to Neuphoria stockholders at their estimated fair value described in Note 3, to share capital and share premium. The corresponding amount forms part of the consideration transferred, which is applied in the purchase price allocation in adjustment C.

B.   Reflects the recognition of the CVR liability of £2.5 million, being the acquisition-date fair value of the CVRs of $3.3 million translated into pounds sterling. The CVRs are contingent consideration forming part of the consideration transferred under IFRS 3.39 and are classified as a financial liability under IAS 32.11

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because Scancell has a contractual obligation to deliver cash with no right to settle in its own equity instruments. The corresponding amount increases the consideration transferred, which is applied in the purchase price allocation in adjustment C. The component of that fair value attributable to the Australian research and development tax incentive, being $0.8 million (£0.6 million), is contingent consideration in the same way as the other CVR components; because the underlying receivable is already an identifiable asset acquired within trade and other receivables, its recognition increases goodwill rather than giving rise to an additional asset. No adjustment is made in the pro forma statement of comprehensive loss in respect of that incentive; the corresponding amount increases the consideration transferred and goodwill and is reflected in adjustment C.

C.   Reflects the elimination of Neuphoria’s pre-acquisition equity and the purchase price allocation described in Note 3, including the derecognition of Neuphoria’s own goodwill, intangible assets and related deferred tax liability, the recognition of the £0.5 million Merck programme rights within intangible assets and of the £1.3 million CRC Agreements rights as a financial asset, the measurement of Neuphoria’s pre-existing contingent consideration at a fair value of nil, the reduction of £0.1 million in the warrants liability required to state at £1.4 million the warrant obligation described in Note 3, and the recognition of goodwill arising on the Merger.

D.   Reflects £3.3 million of estimated Scancell acquisition-related transaction costs not yet recognized as at 30 April 2026, charged to retained losses. The costs are accrued within trade and other payables at £3.3 million at the pro forma balance sheet date, being the £3,280,000 charge plus £31,000 of recoverable value added tax, the latter of which is also recognized within trade and other receivables. The total estimated cost is a preliminary estimate, as described in Note 3. Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received in accordance with IFRS 3.53 and are not part of the consideration transferred.

E.   Reflects the cash proceeds of the PIPE Financing, being gross proceeds of £29.2 million less estimated issue costs of £1.9 million, to share capital and share premium.

F.   Reflects the cash proceeds of the UK Placing and the Retail Offer, being gross proceeds of £15.7 million less estimated issue costs of £1.3 million, to share capital and share premium. Both completed in July 2026, after the pro forma balance sheet date, and are accordingly not reflected in Scancell’s historical financial information.

G.   Reflects the drawdown of Tranche A of $7.0 million under the Debt Financing, translated to pounds sterling and giving gross cash proceeds of £5.2 million. Tranche A1, the $4.7 million Term Debt portion, is recognized as borrowings at amortized cost, net of its allocated debt issue costs and the full £0.2 million fair value of the BlackRock warrants — issued in respect of the whole drawdown rather than either tranche, so the deduction falls on Tranche A1, a derivative liability under IAS 32 measured using a preliminary Black-Scholes estimate. Tranche A2, the $2.3 million Convertible Debt portion, is carried as a single liability at fair value through profit or loss under IFRS 9.4.3.5, at its allocated share of the Tranche A proceeds; its allocated issue costs of £72,000 are expensed at inception rather than capitalized as outlined in adjustment FF. Tranche A2 is presented within current liabilities, in convertible loan notes, rather than in borrowings: BlackRock may convert at any time from drawdown and the conversion feature is not an equity component, so Scancell has no right to defer settlement for at least 12 months (IAS 1.69(d)), consistent with the Redmile convertible loan notes. Borrowings in the pro forma statement of financial position therefore comprise Tranche A1 only (£3.2 million, net of allocated issue costs and the BlackRock warrant liability), which is presented within non-current liabilities because it has no conversion feature and its first principal repayment falls after an initial interest-only period of 18 months, and the Tranche A2 fair value of £1.7 million is presented in the Financing Adjustments column of convertible loan notes alongside the derecognition of the Redmile notes (adjustment H). The BlackRock warrants liability of £0.2 million is presented within derivative liabilities in current liabilities, because the lender may exercise the warrants at any time and Scancell therefore has no right to defer settlement for at least 12 months (IAS 1.69(d)). Tranches B and C ($8.0 million in aggregate) are committed but not expected to have been drawn and are not reflected. Tranche D ($10.0 million) is not reflected because it is not yet probable.

H.   Reflects the automatic conversion of the convertible loan notes, pursuant to the side letter dated 23 July 2026, and the associated embedded derivative liability, into equity immediately following Completion.

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The notes are presented as outstanding in the historical column, since they were modified but not yet converted as of the balance sheet date, and converted in this adjustment. Share capital is credited with the nominal value of the 191,687,890 shares issued, £0.2 million, and share premium with the redemption amount of the notes released — £1.75 million for the Nil Rate notes and £16.45 million for the 3 per cent notes — plus the interest element, being an estimated 13,415,610 shares issued in settlement of accrued interest on the November notes valued at the post-PIPE adjusted November conversion price of £0.1139, together £17.1 million. The £8.0 million difference between that amount and the £25.3 million carrying amount derecognized is dealt with by a transfer within equity to retained losses, with no gain or loss recognized in profit or loss. The adjustment is within equity and does not affect pro forma net assets or loss per share.

J.   Reflects the cash settlement at Completion of the Neuphoria warrant, estimated at £1.4 million on an interim basis, which reduces cash and cash equivalents and derivative liabilities.

K.   Reflects Neuphoria's estimated transaction costs of £2.6 million ($3.5 million), accrued and paid from Neuphoria’s cash at Completion, which reduce the net assets acquired and increase goodwill.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss

AA.   Reflects the charge to administrative expenses of £3.3 million in respect of the Scancell acquisition-related transaction costs described in adjustment D. The charge is presented as if the Merger had occurred on 1 May 2025, the beginning of the period presented.

BB.   Reflects amortization of £54,000 in respect of the identifiable intangible assets acquired in the Merger, over the useful lives determined in the purchase price allocation. The only identifiable intangible asset recognized in the allocation is the £0.5 million of Merck programme rights described in Note 3, amortized on a straight-line basis over an assumed useful life of ten years from an assumed available-for-use date at the acquisition date. The CRC Agreements rights are a financial asset measured at fair value through profit or loss (Note 3) and are not amortized.

CC.   Reflects the elimination of £4.0 million of goodwill impairment recognized in Neuphoria’s historical results for the twelve months ended 30 June 2026. Neuphoria’s goodwill is derecognized in the purchase price allocation (adjustment C), so the Combined Company carries no Neuphoria goodwill against which the impairment could arise. No tax effect is recognized on this adjustment, as described in Note 2.

DD.   Reflects the elimination of £1.9 million of interest expense recognized in Scancell’s historical statement of comprehensive loss in respect of the convertible loan notes, being the £1,959 thousand of interest expense reported less £21 thousand of interest on lease liabilities, which the conversion does not affect. The notes convert to equity immediately following Completion and, presented as if the conversion had occurred on 1 May 2025, no interest arises in the period.

EE.   Reflects the elimination of £1.1 million of finance expense recognized in Scancell’s historical statement of comprehensive loss in respect of the revaluation of the embedded derivative liabilities on the convertible loan notes. The derivative liabilities are derecognized on conversion and, presented as if the conversion had occurred on 1 May 2025, no remeasurement arises in the period.

FF.   Reflects effective interest and transaction costs of £0.6 million for a twelve month period on the Tranche A drawdown under the Debt Financing. Tranche A1 bears cash pay interest at 10.50 per cent per annum, with an effective rate reflecting its allocated issue costs, the BlackRock warrant fair value, and the End of Loan Payment due at maturity. Tranche A2 is carried at fair value through profit or loss (adjustment G) and so carries no interest accretion; its allocated issue costs of £72,000 are expensed at inception and included in this line. Tranches B and C are committed but not expected to have been drawn and are excluded, as is the more tentative Tranche D.

6.   Pro Forma Loss Per Share

The pro forma weighted average number of shares outstanding for the year ended 30 April 2026 has been determined by adjusting Scancell’s historical weighted average number of shares outstanding to give effect to the shares issued or to be issued to consummate the Merger and the Financing, as if those shares had been

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outstanding from 1 May 2025, the beginning of the period presented, before the exclusion of the Financing shares described below.

The PIPE Financing, UK Placing and Retail Offer shares (453,826,867 Ordinary Shares and 44,813,278 Non-Voting Ordinary Shares, 498,640,145 shares in aggregate) are excluded from the weighted average number of shares used to calculate pro forma loss per share. The pro forma weighted average number of shares outstanding is accordingly 1,057,941,459 Ordinary Shares and 375,479,420 Non-Voting Ordinary Shares, 1,433,420,879 shares in total, giving a pro forma basic and diluted loss per share of 1.69 pence.

The Non-Voting Ordinary Shares are ordinary shares as defined in IAS 33. They rank pari passu with the Ordinary Shares in all economic respects and differ only in carrying no voting rights and not being admitted to trading on AIM. A single combined loss per share is presented for the two classes together because they have the same right to share in the profit or loss for the period.

The Redmile Funds Redesignation row above reclassifies shares from the Ordinary Shares column to the Non-Voting Ordinary Shares column; because both classes participate pari passu in profit or loss and are combined in the total column, this reclassification does not remove any shares from the pro forma loss per share computation.

Because the Combined Company is in a net loss position, any adjustment for potentially dilutive shares would be anti-dilutive; accordingly, basic and diluted loss per share are the same. At 30 April 2026, the following potentially dilutive securities were outstanding:

•

        Scancell share options outstanding at 30 April 2026; and

​

•

the Ordinary Shares issuable on conversion of the convertible portion of the Debt Financing and on exercise of any warrants that may be issued to the lender. The convertible portion of the Tranche A drawdown ($2.3 million) converts at a fixed £0.117 per share, illustratively approximately 14,915,685 Ordinary Shares translating the US dollar principal to pounds sterling at the announcement rate, the most recent rate available; the lender also receives warrants on each drawdown, illustratively approximately 2,617,704 Ordinary Shares on the $7.0 million given pro forma effect. Both figures are estimates. The lender warrants are concluded to be a liability under IAS 32, with a preliminary fair value of £0.2 million — see Note 5. Management elected in September 2026 to carry Tranche A2 at fair value through profit or loss under IFRS 9.4.3.5 rather than classifying its conversion feature separately as equity or as a liability — see Note 5. The lender chooses the rate used to translate the US dollar principal on the conversion date, so the number of shares issued if BlackRock elects to convert will differ if the rate on that date differs from the rate used here. Both remain potentially dilutive instruments excluded from this computation because the Combined Company is loss-making.

​

The CVRs confer rights to cash payments only and are accordingly not potential ordinary shares. Neuphoria’s stock options are cancelled for no consideration at the Effective Time under the Merger Agreement and give rise to no Ordinary Shares of the Combined Company, and Neuphoria’s restricted stock units are settled in Neuphoria common stock before the Effective Time and are exchanged for Equity Consideration shares on the same basis as other Neuphoria common stock.

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Share counts and per-share amounts are presented on a pre-consolidation basis. The AIM Reverse Split is conditional on approval of the requisite resolutions at the EGM and has not occurred, and IAS 33 requires retrospective adjustment of the weighted average number of shares only for a consolidation occurring before the financial statements are authorized for issue.

7.   Conversion of Neuphoria’s Historical Financial Information to IFRS and to Pounds Sterling

Neuphoria’s historical financial information is reported in US dollars under accounting principles generally accepted in the United States. The as reported columns below agree to Neuphoria’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended 30 June 2026. The Neuphoria column of the unaudited pro forma condensed combined financial information is presented under IFRS and in pounds sterling, being the reporting framework and presentation currency of Scancell. The following tables reconcile Neuphoria’s historical financial information as reported to the amounts presented in the Neuphoria column, showing separately the adjustments to convert to IFRS and the effect of translation to pounds sterling.

Assets and liabilities have been translated at the closing rate at the balance sheet date and income and expenses at the average rate for the period, in accordance with IAS 21. The rates applied are set out in Note 2. Components of equity have been translated at the closing rate, and the accumulated deficit presented is the balancing amount that reconciles the translated components of equity to Neuphoria’s translated net assets, an IFRS retained earnings roll-forward at the rates in effect when the underlying losses arose not being available. A separate cumulative translation adjustment reserve is presented for the exchange differences on the net investment in a foreign operation described below, in accordance with IAS 21.39(c) and IAS 21.41. Neuphoria’s remaining accumulated other comprehensive loss is presented separately, its composition not having been analyzed by component. All of Neuphoria’s pre-acquisition equity, including both reserves, is eliminated in full in Transaction Accounting Adjustment C, and the Combined Company’s cumulative translation adjustment reserve accumulates from the acquisition date. The translation adjustment column is the difference between the amount on an IFRS basis in US dollars and the amount presented in pounds sterling.​

Statement of financial position as at 30 June 2026

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Statement of profit or loss for the twelve months ended 30 June 2026

The IFRS conversion adjustments comprise the differences between accounting principles generally accepted in the United States and IFRS affecting Neuphoria’s reported amounts, and the reclassification of Neuphoria’s captions to the presentation adopted by Scancell. Each adjustment is described below. The goodwill impairment charge of US$5.4 million recognized by Neuphoria in the twelve months ended 30 June 2026 is presented as a separate caption because an impairment of goodwill is not an administrative expense in substance. It is eliminated from the pro forma statement of comprehensive loss in Transaction Accounting Adjustment CC (Note 5).

The IFRS conversion adjustments comprise three items, none of which changes Neuphoria’s total shareholders’ equity and only the first of which changes its loss for the period.

First, $0.8 million of revaluation on long-term intercompany debt is transferred from profit or loss to the cumulative translation adjustment reserve. Exchange differences on a monetary item that forms part of a net investment in a foreign operation are recognized in other comprehensive income (loss) under IAS 21.32. The loss for the period reduces by $0.8 million and the cumulative translation adjustment reserve increases by the same amount. The reserve is presented separately from Neuphoria’s other accumulated other comprehensive loss, which is unchanged on conversion to IFRS.

Second, $0.7 million in respect of Neuphoria stock options cancelled in the period is reclassified from additional paid-in capital to a share option reserve to align with Scancell’s classification, with no effect on total equity. It is eliminated in adjustment C with the rest of Neuphoria’s pre-acquisition equity.

Third, Neuphoria’s share-based payment reserve of $20,000 is reclassified from additional paid-in capital to a share option reserve, to align with Scancell’s classification. It is eliminated in adjustment C with the rest of Neuphoria’s pre-acquisition equity.

Neuphoria’s accompanying warrants liability of $2.0 million is not reclassified to equity on conversion to IFRS, and the related US GAAP fair value gain of $1.7 million is not removed from profit or loss. Cash settlement of warrant’s Black Scholes Value is required under the Merger Agreement and is not at the issuer’s discretion, so the instrument is not equity under IAS 32. The liability is settled in cash at Completion (adjustment J), and the reduction of $0.2 million needed to state the obligation at $1.8 million is a fair value adjustment in the purchase price allocation in Note 3.

Exchange differences recognized in Neuphoria’s profit or loss are included within other income and expense, net. On an IFRS basis they are a net gain of $232,000 (£173,000), being the loss on foreign currency transactions of $536,000 reported in Neuphoria’s Annual Report on Form 10-K for the year ended 30 June 2026, less the $767,000 transferred to the cumulative translation adjustment reserve, disclosed under IAS 21.52(a).

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UNAUDITED COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The table set forth below contains selected unaudited historical, pro forma and pro forma equivalent per share information for Scancell Shares and shares of Neuphoria Common Stock.

Historical Per Share Data for Scancell Shares and Neuphoria Common Stock

The historical per share data for Scancell Shares and Neuphoria Common Stock below is derived from the audited consolidated financial statements of Scancell as of and for the year ended April 30, 2026 and of Neuphoria as of and for the year ended June 30, 2026. For Scancell, this information is under IFRS. For Neuphoria, this information is under U.S. GAAP.

Combined Unaudited Pro Forma Per Share Data for Scancell Shares

The combined unaudited pro forma per share data for Scancell Shares is extracted from the unaudited pro forma condensed combined financial information appearing elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with, the historical consolidated financial statements and accompanying notes of each of Scancell and Neuphoria for the applicable periods, which are included elsewhere in, or incorporated by reference into, this proxy statement/prospectus. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for additional information.

The combined unaudited pro forma per share data for Scancell Shares does not purport to represent what the Combined Company’s actual results of operations or financial condition would have been had the acquisition occurred on the dates assumed, nor is it necessarily indicative of the Combined Company’s future results of operations or financial condition. In particular, the unaudited pro forma condensed combined financial information does not reflect the effect of anticipated cost and revenue synergies associated with the combination of Scancell and Neuphoria, if any.

The pro forma data assume that the Merger and the Financing occurred on May 1, 2025 for the statement of comprehensive loss and on April 30, 2026 for the statement of financial position, and that 204,140,627 Scancell Shares (an estimated aggregate 2,041,406 ADS equivalents, before giving effect to the treatment of fractional ADS entitlements; no fractional ADSs will be issued and no cash will be paid for fractions) are issued as Equity Consideration shares at the estimated Exchange Ratio of 37.72464 Scancell Shares for each share of Neuphoria Common Stock. All share and per share data are stated before the proposed 1-for-10 AIM Reverse Split.

Combined Unaudited Pro Forma Per Neuphoria Equivalent Share Data

The combined unaudited pro forma per Neuphoria equivalent share data set forth below shows the effect of the Merger from the perspective of an owner of Neuphoria Common Stock. The information was calculated by multiplying the unaudited pro forma combined per share data for Scancell Shares by the estimated Exchange Ratio.

The final Exchange Ratio will be determined pursuant to a formula described in more detail in the Merger Agreement and elsewhere in this proxy statement/prospectus. The final Exchange Ratio will depend on Neuphoria’s fully diluted share count at the Effective Time. The aggregate number of Equity Consideration shares is determined pursuant to the formula in the Merger Agreement based on the agreed relative valuations and Scancell’s fully diluted capitalization immediately before the Effective Time. Changes in Scancell’s share price or applicable exchange rates will affect the value of the Merger Consideration but will not, by themselves, change the Exchange Ratio. The aggregate number of Equity Consideration shares may also change for the final PIPE Financing, any adjustment to the convertible loan note conversion price and shares issued for accrued interest on the convertible loan notes.

Generally

You should read the below information in conjunction with the selected consolidated financial information of Scancell and Neuphoria included elsewhere in this proxy statement/prospectus, the historical consolidated financial statements of Scancell and related notes included elsewhere in this proxy statement/

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prospectus and the historical consolidated financial statements of Neuphoria and related notes that have been filed with the SEC, certain of which are incorporated by reference into this proxy statement/prospectus. See the sections titled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” included elsewhere in this proxy statement/prospectus.

Scancell historical share and per-share amounts and the pro forma share and per-share amounts are presented on a pre-AIM Reverse Split basis (see footnote (5)). Neuphoria historical per-share amounts are not affected by the proposed AIM Reverse Split of Scancell Shares.

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(1)

Basic and diluted loss per share are the same because Scancell and Neuphoria each reported, and the Combined Company is presented as having, a loss from continuing operations attributable to ordinary equity holders, so potential ordinary shares would be antidilutive. Excluded from diluted loss per share are: (a) for Scancell, 98,070,456 share options at April 30, 2026 and the Redmile convertible loan notes (30,331,708 Scancell Shares issuable on the August 2020 convertible loan notes and 129,533,448 on the November 2020 convertible loan notes, at April 30, 2026, which form part of the 191,687,890 shares issued on the CLN Conversion in the pro forma information; the amendment providing for automatic conversion on the Merger was made after year end, as such the April 30, 2026 amounts exclude interest, due to Scancell not utilizing its issuer option to settle interest on the notes in shares instead of in cash prior to the amendment, and incremental shares, issued to Redmile as a result of the Financings.); (b) for Neuphoria, 115,910 stock options, 42,684 restricted stock units (all of which vest at Neuphoria’s next annual meeting or on its acquisition by Scancell) and the warrant over 1,054,381 shares of Neuphoria Common Stock (which will be cash settled at Completion), none of which is expected to result in Scancell Shares beyond the Equity Consideration; and (c) for the pro forma combined, the options in (a) (98,070,456 at April 30, 2026), approximately 14,915,685 Scancell Shares issuable on conversion of the Tranche A convertible debt, and approximately 2,617,704 Scancell Shares issuable on exercise of the lender warrants, each an estimate calculated at the most recent USD/GBP rate available because the lender chooses the rate applied on the conversion date.

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(2)

Historical book value per share is total shareholders’ equity (deficit) divided by shares outstanding at period end: for Scancell, a total shareholders’ deficit of £(19.4) million divided by 1,037,781,403 Scancell Shares in issue at April 30, 2026; for Neuphoria, total stockholders’ equity of US$24.6 million divided by 5,411,334 shares of Neuphoria Common Stock outstanding at June 30, 2026. Pro forma book value per share is described in footnote (7).

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(3)