SCLX News & Events

Scilex (SCLX) announced that its board of directors approved a dividend of Semnur Pharmaceuticals (SMNR) common stock held by the company to its stockholders and certain other eligible equityholders of Scilex. The record date for the dividend is June 1. "The Participating Holders as of the Record Date will be entitled to receive one (1) share of common stock of Semnur for each share of Scilex common stock held or for each share of common stock issuable or deemed issuable upon exercise or conversion of such other eligible securities. Scilex currently holds approximately 186 million shares of Semnur common stock and plans to distribute approximately 10.7 million of such shares to the Participating Holders based on the foregoing ratio. The Record Date for the dividend may be changed by the Board for any reason at any time prior to the actual payment date, and payment of the dividend is conditioned upon the Board having not revoked the dividend prior to the payment date, including for a material change to the solvency or surplus analysis presented to the Board," Scilex stated.

Datavault AI (DVLT) entered into a fully binding term sheet with Wellgistics Health (WGRX), integrating proprietary pharmacy dispensing optimization artificial intelligence platform EinsteinRx into its PharmacyChain, to build Wellgistics into DelivMeds AI following the completion of three concurrent transactions: 1) the expansion of Datavault AI's previously disclosed PharmacyChain license to include Healthcare-as-a-Service-related intellectual property; 2) the acquisition of the QOLPOM intellectual property from EOS Technology Holdings and Scilex Holding Company (SCLX) that enables wearables-driven biometric confirmation of pharmacodynamic drug effect and biometric confirmation named-patient to receive home drug delivery; and 3) the acquisition of a controlling stake in Tollo Health. Together, the three transactions forming DelivMeds carry an expected approximate combined asset value of $4 billion, subject to an independent fairness opinion.

Scilex Holding Company (SCLX) announced that its indirect subsidiary, ACEA Therapeutics, ACEA Pharma, a wholly owned subsidiary of ACEA Thera, and Phoenix Asia Holdings (PHOE) entered into a stock acquisition agreement pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix agreed to purchase, 100% of the issued and outstanding equity interests of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix, the value of which was as agreed by the parties to be $1,000,000,000. Upon the closing of the Acquisition, Phoenix will be renamed ACEA Pharma and its common stock is expected to be listed on The Nasdaq Stock Market. The boards of directors of ACEA Thera, ACEA Pharma and Phoenix have unanimously approved the proposed transaction. The closing of the Acquisition, which is expected to occur by the end of the second quarter of 2026, is subject to certain customary closing conditions, including applicable regulatory and stock exchange approval. Upon closing of the Acquisition, ACEA Thera anticipates that it will own approximately 82% of the Go-Forward Company.

Datavault (DVLT) has executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex (SCLX). The term sheet contemplates that Scilex will make an upfront cash contribution to Datavault AI in the amount of $120M, and, in consideration therefor, Datavault AI will pay to Scilex an amount equal to: 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready, zero trust edge network, payable until the aggregate amount of such payments received by Scilex equals $250M; once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate amount of such payments received by Scilex equals $1.2B; and once the Additional Cap is reached, 5% of Network Revenues. The $120M cash contribution will be used to fund the deployment of Datavault AI's quantum-ready edge network, including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. Datavault AI and Available Infrastructure's initial deployment in New York and Philadelphia is expected to go live in Q2. The Scilex transaction is targeted to close in multiple tranches with the final tranche before the end of 2026. Datavault AI and Available Infrastructure look forward to expanding this national rollout and supporting additional customer deployments that benefit from secure communications, secure storage, near-edge compute, and secure data processing.