Pharma BD Deal Intelligence
Scilex Holding announced its subsidiaries ACEA Therapeutics and ACEA Pharma entered a definitive stock acquisition agreement with Phoenix Asia Holdings Limited (Nasdaq: PHOE). Phoenix will issue 100,000,000 newly issued ordinary shares at $10.00 per share (agreed value $1.0 billion) to ACEA Therapeutics in exchange for 100% of ACEA Pharma equity. Upon closing, Phoenix will be renamed ACEA Pharma, Inc. and is expected to continue trading on Nasdaq, giving ACEA Pharma a path to an independent listing separate from Scilex’s U.S. non-opioid pain commercial business. Concurrent with the agreement, Phoenix issued a $20.0M convertible promissory note on May 4, 2026 ($10.00/share conversion, no interest, three-year maturity). The transaction is structured as a reverse merger; closing is expected by the end of 2Q 2026, subject to customary conditions including Hart-Scott-Rodino antitrust clearance and any required Nasdaq approvals. As of this 2026-06-07 review the deal remains Pending — no closing or termination has been reported.