Phoenix Asia Holdings Limited filed a Form 6-K on November 9, 2026, disclosing that it terminated its Stock Acquisition Agreement with ACEA Pharma, Inc. and ACEA Therapeutics, Inc., effective November 3, 2026.

Key Highlights

  • Agreement terminated: Phoenix Asia Holdings delivered written notice to ACEA Therapeutics, Inc. (the Transferor) on November 3, 2026, terminating the Stock Acquisition Agreement pursuant to Section 11.1(b).
  • Original deal terms: Under the agreement dated May 4, 2026, the company would have acquired all issued and outstanding equity interests of ACEA Pharma, Inc. in exchange for 100,000,000 newly issued ordinary shares.
  • No closing by outside date: Closing did not occur on or before the Outside Date of November 2, 2026, which triggered the termination right.
  • No consideration exchanged: As of the filing date, no ordinary shares have been issued to the Transferor, no equity interests of the Target Company have been transferred, and no acquisition consideration has been paid.
  • No termination fee: The Stock Acquisition Agreement does not provide for a termination fee, and each party bears its own costs and expenses.
  • Rights reserved: The company stated it "has expressly reserved all of its rights and remedies under the Stock Acquisition Agreement, applicable law and otherwise."

Phoenix Asia Holdings Terminates May 2026 Acquisition of ACEA Pharma

According to the filing, Phoenix Asia Holdings Limited (NASDAQ:PHOE) entered into the Stock Acquisition Agreement on May 4, 2026, with ACEA Pharma, Inc. as the target company and ACEA Therapeutics, Inc. as the transferor. The proposed transaction would have seen the company acquire all issued and outstanding equity interests of ACEA Pharma in exchange for 100,000,000 newly issued ordinary shares. Closing was subject to customary conditions and regulatory approvals, including expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and required approval from The Nasdaq Stock Market LLC.

The filing discloses that closing did not occur by the Outside Date of November 2, 2026. The company exercised its right under Section 11.1(b) of the agreement, which permits either party to terminate after that date if closing has not occurred and the terminating party has not materially breached the agreement. The company stated it "believes it has not materially breached any provision of the Stock Acquisition Agreement in a manner that would preclude it from exercising this termination right." As a result, the filing states, "the transactions contemplated by the Stock Acquisition Agreement will not be consummated."

Under Section 11.2 of the agreement, following a valid termination, the rights and obligations of the parties terminate and are of no further force or effect, with certain exceptions. The filing notes that surviving provisions include New York governing law, exclusive jurisdiction of state and federal courts in New York, New York, and a waiver of jury trial. The company noted that no party is released from any liability that arose under the agreement before termination. The filing also contains forward-looking statements, which are the company's own and subject to its cautionary language, including the risk that the Transferor or Target Company may dispute the termination or commence litigation.

What Was Disclosed

Phoenix Asia Holdings Limited reported the termination of its Stock Acquisition Agreement with ACEA Pharma, Inc. and ACEA Therapeutics, Inc., effective November 3, 2026. No shares were issued, no equity interests were transferred, and no acquisition consideration was paid as of the filing date.