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Scilex Holding Company (NASDAQ:SCLX), whose stock has surged over 26% in the past week and currently trades at $8.84, announced Wednesday that its wholly owned subsidiary, Semnur Pharmaceuticals, Inc., entered into an amendment to its merger agreement with Denali Capital Acquisition Corp. and Denali Merger Sub Inc. on Tuesday.
According to a press release statement and SEC filing, Amendment No. 2 to the agreement modifies definitions related to the “Exchange Ratio” and “Merger Consideration.” The changes are intended to facilitate the issuance of additional Semnur common stock prior to the closing of the business combination. These shares may be issued in connection with potential private placement financing or to advisors and other service providers for services rendered. The amendment maintains the previously agreed 1.25-to-1 exchange ratio.
The merger agreement, as amended, outlines that Semnur will merge with Denali Merger Sub Inc., with Semnur surviving as a wholly owned subsidiary of Denali. The business combination remains subject to customary closing conditions, including shareholder approvals. According to InvestingPro data, Scilex maintains a GOOD financial health score and projects 86% revenue growth for the current fiscal year, factors that could influence the merger’s outcome.
Denali has filed a registration statement on Form S-4 with the SEC, which includes a preliminary prospectus and proxy statement related to the transaction. Denali will mail a definitive proxy statement and final prospectus to its shareholders ahead of a vote to approve the business combination.
Scilex Holding’s common stock and warrants are listed on The Nasdaq Stock Market LLC under the symbols SCLX and SCLXW, respectively.
The information in this article is based on a press release statement and details disclosed in a Form 8-K filing with the Securities and Exchange Commission.
In other recent news, Scilex Holding Company has announced new dosing guidelines for its gout medication, GLOPERBA®. This study, which has been peer-reviewed, provides critical information for the dosing of colchicine, particularly for patients with severe renal impairment—a condition affecting a significant portion of gout sufferers. The research highlights that the liquid formulation of GLOPERBA® allows for more precise dosing, potentially reducing the risk of toxicity compared to standard solid dosage forms. Additionally, Scilex has adjusted its non-employee director compensation policy following a reverse stock split. The Compensation Committee approved changes to the initial and annual stock option grants for non-employee directors, significantly reducing the number of shares granted. These adjustments align with the 1-for-35 reverse stock split of Scilex’s common stock, effective retroactively from the date of the split.
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