Step-changeToday 08:57
The discussion since the Friday RNS has been been really good. The chatboard's overall demeanour might perhaps be described as "conservative" and "curious", and that certainly would describe my approach.
I previously expressed the view Scancell was likely to go on to the Nasdaq. It isn't a done deal, but I would be extremely surprised if it doesn't now happen: for Neuphoria it is a "get out of jail" card, and for Scancell it represents an excellent opportunity to get on the Nasdaq at very low cost, and at high speed.
The key section from the RNS is the following:
"The potential reverse merger could facilitate a Nasdaq listing for Scancell, which the Company believes could increase its profile with US specialist investors. Concurrently, Scancell is in discussions regarding possible equity and debt financing to support a planned global Phase 3 registrational study for its lead asset, iSCIB1+."
There are two parts to this development: the reverse merger, and the fund-raise.
As far as the RM is concerned, I am confident that the process is as risk-free as any dynamic step taken by an early stage drug-developer can be. Neuphoria is a clean company: it has an (undisturbed) market cap of c$23m, and $19.4m of that is cash. In other words, the market values its prospects as <$4m (effectively nil). Any "loose ends" will be dealt with by due diligence, and the company only has 7/8 employees (the expensive CEO has already been put out to pasture, and we can probably re-deploy most if not all of the remainder, as this is a drug-development company after all). We are buying a straightforward, quick, pass into the Nasdaq.
There has been a misconception about how a reverse merger works. Neuphoria will buy Scancell (i.e. give us shareholders shares in Neuphoria). At that point, the board of Neuphoria is replaced by the board of Scancell, and the company will change its name to "Scancell" (the misconception may be because the RNS refers to Scancell "buying" Neuphoria - or similar terms -, but this is only the end-game. Technically, Neuphoria is buying us).
The second part is more interesting. The RNS says: "Concurrently, Scancell is in discussions regarding possible equity and debt financing to support a planned global Phase 3 registrational study for its lead asset, iSCIB1+".
There are miriad ways this can be done, but the point is that it is funding for Phase 3 (there isn't any mention of a partnership, and so this now has to be considered unlikely though not impossible).
I appreciate the long-term holders here wanted a "take out" of some description, but actually I think this represents the best of every world. The move to Nasdaq will be lightning quick (essentially, now the job of the corporate lawyers - Neuphoria do not have a strong hand to play with and will have to pretty much take Scancell's valuation of its own shares). That will unquestionably assist both with general liquidity, and with the process of raising funds for Phase 3. (cont)