Semnur Pharmaceuticals, a wholly owned subsidiary of Scilex Holding Company, and Denali Capital Acquisition Corp., have announced a merger valued at $2.5 billion. The merger aims to create a publicly traded biopharmaceutical company focused on developing non-opioid pain management treatments, specifically targeting the successful commercialization of SP-102 (SEMDEXA), a Phase 3 corticosteroid gel for treating sciatica pain. The merger is projected to close by Q1 2025, subject to regulatory approvals and shareholder votes. If successful, Scilex is anticipated to hold the majority stake in the combined company. The transaction has been approved by the boards of Semnur, Scilex, and Denali. Legal advisories for this merger include Paul Hastings LLP for Semnur and Winston & Strawn LLP for Denali. The merger agreement also involves a potential dividend of up to 10% of Scilex’s ownership interest in Semnur, subject to certain conditions.

Pharmaceuticals, Biotechnology, Special Purpose Acquisition Companies (SPACs),United States, Cayman Islands

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