Scancell Holdings: Result of General Meeting

Scancell Holdings Plc

20 October 2026

 

20 October 2026

Scancell Holdings plc

(“Scancell”, the “Company” or the “Group”)

Result of General Meeting

Scancell Holdings plc (AIM: SCLP), the developer of ImmunoBody® and Moditope® active immunotherapies to treat cancer, announces that all resolutions proposed at the General Meeting held today were duly passed.

Share Consolidation

Following the approval of the Share Consolidation at the General Meeting, each of the Existing Ordinary Shares of 0.1 pence each in the capital of the Company in issue as at the record date (being 6.00 p.m. today, 20 October 2026 (the “Record Date”) will be consolidated on the basis of every 10 Existing Ordinary Shares of 0.1 pence  into 1 Consolidated Ordinary Share of 1 pence each.

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

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

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

Admission to Trading on AIM and Total Voting Rights

Application has been made for the Consolidated Ordinary Shares to be admitted to trading on AIM, expected to become effective at 8.00 a.m. on 21 October 2026.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following Admission, its issued ordinary share capital will comprise 121,223,069 Consolidated Ordinary Shares.

All of the Consolidated Ordinary Shares have equal voting rights and none of the Consolidated Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 121,223,069. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or change to their interest in, the Company.

Timetable of Principal Events

Unless otherwise defined in this announcement, defined terms used have the meaning given to them in the Circular.

For more information please contact:

Additional Information

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

Participants in the Solicitation

Neuphoria and its directors and executive officers may be deemed participants in the solicitation of proxies from Neuphoria’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Neuphoria is contained in Neuphoria’s proxy statement on Schedule 14A for the 2026 Annual Meeting, which was filed with the SEC on 18 September 2026 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a written request to Neuphoria Therapeutics Inc, 100 Summit Dr, Burlington, Massachusetts 01803. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available.

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

No Offer

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

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