SCLX · Scilex Holding Company

Scilex Holding Company announced a significant strategic transaction involving its indirect minority-owned subsidiary, ACEA Therapeutics, Inc. Under the terms of the Stock Acquisition Agreement dated May 4, 2026, ACEA Therapeutics will divest its wholly-owned subsidiary, ACEA Pharma, Inc., to Phoenix Asia Holdings Limited. The consideration for the sale is 100 million newly issued ordinary shares of Phoenix Asia, valued at $10.00 per share, implying a total transaction value of $1 billion. This consideration structure results in ACEA Thera owning approximately 82% of the combined entity post-closing, positioning Scilex effectively as the controlling shareholder of the Go-Forward Company.

The transaction is structured as a reverse merger or similar change of control, with Phoenix Asia expected to be renamed ACEA Pharma, Inc. and its common stock listed on The Nasdaq Stock Market. This provides a potential public listing avenue for the ACEA Pharma assets. The boards of directors of all involved parties have unanimously approved the transaction. Closing is anticipated by the end of the second quarter of 2026, subject to standard closing conditions including Hart-Scott-Rodino antitrust clearance, Nasdaq approval regarding the listing and transaction structure, and the absence of a material adverse effect on ACEA Pharma. The transaction implies a substantial valuation for ACEA Pharma and significantly alters the investment profile of Scilex through its retained indirect ownership stake in the newly formed public entity.