Scilex Holding Company’s indirect subsidiary ACEA Therapeutics, Inc. and its wholly‑owned subsidiary ACEA Pharma, Inc. announced that Phoenix Asia Holdings Limited will acquire 100 % of ACEA Pharma’s issued and outstanding equity interests in a $1 billion stock‑for‑stock transaction. The deal will be financed with 100 million newly‑issued Phoenix shares at $10.00 per share, giving Phoenix a 82 % ownership stake in the combined entity after closing. The transaction is expected to close by the end of the second quarter of 2026, subject to Hart‑Scott‑Rodino antitrust clearance and Nasdaq approval.
Phoenix Asia, which has historically operated as a Hong Kong‑based substructure contractor, is using the acquisition to pivot into a clinical‑stage biopharmaceutical platform. By gaining access to ACEA Pharma’s pipeline in oncology, autoimmune diseases, and COVID‑19, Phoenix Asia will transition from a legacy engineering business to a Nasdaq‑listed company focused on high‑growth therapeutic development.
Scilex Holding Company, which owns ACEA Therapeutics, is gaining a controlling interest in a Nasdaq‑listed entity through this transaction. The deal follows Scilex’s FY 2025 financial results, which showed a 46.5 % decline in revenue and significant net losses, raising Nasdaq compliance concerns. The acquisition provides Scilex with a higher‑profile platform and potential capital‑markets visibility for its pipeline.
ACEA Pharma focuses on cancer, autoimmune diseases, and COVID‑19 treatments. Its pipeline includes several clinical‑stage candidates, though specific product details are not disclosed in the fact‑check. The acquisition also follows Sorrento Therapeutics’ 2021 purchase of ACEA Therapeutics for $38 million, after which ACEA Therapeutics became part of Scilex’s corporate structure.
The transaction is subject to Hart‑Scott‑Rodino antitrust clearance and Nasdaq approval. The deal structure is a stock‑for‑stock exchange, with Phoenix issuing 100 million new shares at $10 each. The expected closing by end of Q2 2026 reflects typical regulatory timelines.
The deal marks a significant strategic shift for Phoenix Asia and provides Scilex with a Nasdaq‑listed platform that could enhance the visibility of its pipeline. The transaction signals Phoenix Asia’s intent to move away from its legacy substructure business toward a high‑growth biopharma model, while Scilex seeks to leverage the combined entity’s resources to advance its therapeutic programs.
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