Scilex Holding Company (Nasdaq: SCLX) Announces Its Majority-Owned Subsidiary, Semnur Pharmaceuticals, Inc. ("Semnur"), and Denali Capital Acquisition Corp. Have Entered into a Purchase Agreement with an Investor for a $20 Million Private Placement a
PALO ALTO, Calif., Aug. 21, 2025 (GLOBE NEWSWIRE) -- Scilex Holding Company ("Scilex" or the "Company") (NASDAQ:SCLX), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, today announced that its majority-owned subsidiary, Semnur Pharmaceuticals, Inc. ("Semnur"), and Denali Capital Acquisition Corp ("Denali") have entered into a purchase agreement ("Purchase Agreement") with an investor for a $20 million private placement, the proceeds of which will be used to advance the second Phase 3 clinical trial for the development of SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) ("SEMDEXA" or "SP-102"), for the treatment of LRP/Sciatica.
Pursuant to the Purchase Agreement, the investor has agreed to purchase an aggregate of 1,250,000 shares of common stock, par value $0.0001 per share (the "PIPE Shares"), of the combined company ("New Semnur") following the consummation of the transactions (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated August 30, 2024, as amended on April 16, 2025, and July 22, 2025 (the "Merger Agreement"), by and among the Denali, Semnur, and Denali Merger Sub Inc. The purchase price for the PIPE Shares is $16.00 per share, for an aggregate purchase price of $20,000,000 (the "PIPE Financing").
The closing of the PIPE Financing is subject to customary conditions and is expected to occur immediately following the consummation of the Business Combination.
The Company also announced that on August 16, 2025, Jaisim Shah informed the Scilex Board of Directors that he would resign as Chief Executive Officer and President of Scilex, effective August 17, 2025. Henry Ji, Ph.D., who currently serves as Executive Chairman of Scilex, was appointed as Scilex's new Chief Executive Officer and President and has assumed all of the duties formerly performed by Jaisim Shah. Jaisim Shah will continue to serve on the Board of Directors of Scilex.
Jaisim Shah will now dedicate his time on a full-time basis to his continued service as Chief Executive Officer and President of Semnur. In 2013, Mr. Shah co-founded Semnur, and he has served as its CEO and President through the acquisition of Semnur by Scilex in 2019 and continues to serve in this position as of today.
As previously announced, Semnur and Denali are parties to a pending business combination (the "Business Combination"), which is expected to close in September 2025. "As Semnur is in the process of becoming a public company through its business combination with Denali, having a fully dedicated CEO is an important milestone and would serve to unlock Semnur's potential value. Our team and I are proud to continue our leadership in the creation of prescription non-opioid therapeutics addressing non-opioid pain management for the millions of acute and chronic pain patients," said Jaisim Shah, Chief Executive Officer and President of Semnur. "Semnur looks to accelerate its mission to increase access to prescription non-opioid therapeutics by further advancing its lead product, SP-102, through the final phase of clinical development for the treatment of LRP/sciatica. We are grateful to all of our investors and partners for supporting us through our successful transition."
Henry Ji, Ph.D., Scilex's Chairman and newly appointed Chief Executive Officer and President, stated, "Jaisim has played a prominent role in Scilex's rapid commercial growth and product development. We credit him with many important strategic contributions, particularly in regards to: Scilex's acquisition of Semnur in 2019; the launch of ZTlido® and making ZTlido the number one prescribed branded non-opioid analgesic by pain specialists, with 1 million patients treated since its launch in 2018; in-licensing and launch of ELYXYB® and Gloperba®; and contributions to the completion of the first SP-102 Phase 3 clinical trial. We are very appreciative of Jaisim for his work and commitment to Scilex, and we know he will bring tremendous value and leadership skills to Semnur as it is advancing the second Phase 3 clinical trial for the development of SP-102 for the treatment of LRP/sciatica."
For more information on Scilex Holding Company, refer to www.scilexholding.com
For more information on Semnur Pharmaceuticals, Inc., refer to www.semnurpharma.com
For more information on ZTlido® including Full Prescribing Information, refer to www.ztlido.com.
For more information on ELYXYB®, including Full Prescribing Information, refer to www.elyxyb.com.
For more information on Gloperba®, including Full Prescribing Information, refer to www.gloperba.com.
