Neuphoria Therapeutics (NEUP) and Scancell Holdings said Thursday they have agreed to an all-stock merger in which Scancell will acquire Neuphoria and apply to list its shares on Nasdaq under the ticker symbol "SCLT."

Scancell said it expects to secure up to $89 million in financing through a combination of equity and debt.

The UK company said it has received commitments from new and existing shareholders for a $39.1 million private placement and that it plans to launch a UK placing to raise about $12 million and a retail offering to raise up to $3 million.

Scancell also said it has entered into a nonbinding term sheet with certain funds and accounts managed by BlackRock (BLK) for up to $25 million in debt financing, while completion of the merger is expected to provide the combined entity with at least $10 million in additional cash from Neuphoria's cash balances.

The boards of both companies unanimously approved the transaction. The merger remains subject to approval by shareholders of Neuphoria and Scancell, as well as other customary closing conditions.

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