Scilex Holding Company (Nasdaq: SCLX) has announced that its indirect subsidiaries, ACEA Therapeutics, Inc. and ACEA Pharma, Inc., have entered into a stock acquisition agreement with Cayman Islands-incorporated Phoenix Asia Holdings Limited (Nasdaq: PHOE), under which Phoenix will acquire 100% of the issued and outstanding equity interests of ACEA Pharma in a transaction the parties have agreed to value at USD 1 billion. The deal provides ACEA Pharma with a path to an independent Nasdaq listing under the renamed entity ACEA Pharma, Inc., while separating the clinical-stage oncology, autoimmune, and COVID-19 portfolio from Scilex's US-focused non-opioid pain management commercial operations.
The consideration consists entirely of newly issued Phoenix ordinary shares: 100,000,000 shares at an agreed price of USD 10.00 per share, with no cash component, milestone payments, royalties, or contingent value rights disclosed. Upon closing, ACEA Therapeutics is expected to hold approximately 82% of the Go-Forward Company. No additional financial terms were disclosed. The transaction is subject to customary closing conditions, including applicable regulatory and stock exchange approvals, and is expected to close by the end of the second quarter of 2026. The boards of directors of ACEA Therapeutics, ACEA Pharma, and Phoenix have unanimously approved the transaction.
ACEA Pharma is described as a clinical-stage company with a portfolio spanning cancer, autoimmune disease, and COVID-19, supported by drug manufacturing and commercial infrastructure in China through two operating subsidiaries: ACEA Pharmaceuticals in Quzhou and ACEA Pharma Research in Hangzhou. The press release does not name any individual drug candidate, development code, molecular target, or ClinicalTrials.gov identifier associated with the ACEA Pharma pipeline. ACEA also holds rights to develop and commercialize Ztlido (lidocaine topical system 1.8%) in Greater China and the ex-US Far East region under a collaboration with Scilex, an arrangement that passes to the Go-Forward Company upon closing. The absence of program-level disclosure means the most advanced ACEA asset cannot be determined from the available materials.
The structure of the transaction is directly comparable to the 2026 reverse merger between Candid Therapeutics and Rallybio Corp. (Nasdaq: RLYB), in which a clinical-stage company used a Nasdaq-listed shell as a listing vehicle, with the operating company's shareholders retaining approximately 96.3% of the combined entity. In both cases, the transaction achieves a public listing without a conventional IPO. The current deal also represents a significant revaluation relative to the 2021 acquisition of ACEA Therapeutics by Sorrento Therapeutics, which was completed at an implied value of approximately USD 38 million in Sorrento stock — a figure that contrasts with the USD 1 billion agreed valuation in the present transaction.