Semnur Pharmaceuticals, a subsidiary of Scilex Holding, has agreed to merge with Denali Capital Acquisition, a special purpose acquisition company (SPAC), in a deal worth $2.5bn.
The proposed business combination has been unanimously approved by the boards of directors of Semnur and its parent organisation Scilex.
It would create a publicly traded biopharma company and provide Semnur with investment to further develop its non-opioid drug product.
The transaction is expected to be closed in the first quarter of 2025, subject to the approval of the SPAC shareholders, regulatory approval, and the satisfaction of other closing conditions.
Upon closing, the combined company will be renamed Semnur Pharmaceuticals, and its common stock and warrants are expected to be listed on Nasdaq.
Paul Hastings served as legal counsel to Semnur and Winston & Strawn as legal counsel to the SPAC on the transaction.
Scilex CEO and president Jaisim Shah said: “With Semnur on its way to becoming a publicly traded company, our unique model continues to demonstrate the multiple ways that we can unlock the value of Scilex and enhance our shareholders’ value.
“I believe this business combination will enable us to advance our growth strategy, which includes gaining access to public markets and exploring potential partnerships and global pharma collaborations for our product candidate, SP-102 (Semdexa).
“I am proud of the many landmark milestones achieved by the Scilex team since Scilex made its debut on Nasdaq on 11 November 2022, including continuous revenue growth in ZTlido, successful launch of Elyxyb in April 2023 as well as the recent launch of Gloperba in June 2024, and completion of our pivotal Phase 3 study for Semdexa with a highly successful study results in demonstrating robust efficacy and safety in sciatica patients.”
Semnur is a clinical-stage pharmaceutical company focused on the development and commercialisation of novel non-opioid pain therapies.
Its parent organization, Scilex, is focused on acquiring, developing, and commercialising non-opioid pain management products to treat acute and chronic pain.
Semnur’s lead candidate, SP-102 (Semdexa), is a non-opioid novel injectable corticosteroid gel formulation for patients with moderate to severe chronic radicular pain.
If approved by the US Food and Drug Administration (FDA), Semdexa will be offered in the form of a pre-filled syringe to be administered as an epidural injection for the treatment of sciatica.
Semnur has completed a Phase 3 trial of SP-102, which met primary and important key secondary endpoints.
In the study, SP-102 decreased pain intensity in patients and resulted in statistically significant and clinically meaningful improvement while maintaining safety comparable to placebo.
