Welcome to our dedicated page for DENALI CAPITAL ACQ CP A SEC filings (Ticker: DNQAF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for DENALI CAPITAL ACQ CP A (DNQAF) provides access to regulatory documents that trace the evolution of Denali Capital Acquisition Corp. into Semnur Pharmaceuticals, Inc. These filings explain how DNQAF relates to the company’s current trading symbols and capital structure.
A Form 8-K dated September 26, 2025 describes the domestication of Denali from the Cayman Islands to Delaware and the completion of a Business Combination in which Denali Merger Sub Inc. merged with and into Semnur Pharmaceuticals, Inc. (Legacy Semnur). Legacy Semnur became a wholly owned subsidiary of the domesticated entity, and Denali changed its name to Semnur Pharmaceuticals, Inc. This filing also details how outstanding Denali ordinary shares, warrants and units converted into securities of the domesticated entity.
Form 8-K filings dated December 3, 2025 provide additional context on trading status. They state that the registrant’s securities were suspended from trading on The Nasdaq Capital Market and then began trading on the OTCQB marketplace under the symbols DNQAF, DNQWF and DNQUF. In connection with the domestication and Business Combination, the securities later began trading on the OTCQB marketplace under the symbols SMNR and SMNRW.
Registration statements on Form S-1 and Form S-1/A for Semnur Pharmaceuticals, Inc. further describe the registration of common stock and warrants, including shares issuable upon exercise of private placement warrants and public warrants originally sold in the initial public offering of Denali Capital Acquisition Corp. These documents identify Semnur Pharmaceuticals, Inc. as a non-accelerated filer, smaller reporting company and emerging growth company, and they outline how various categories of selling stockholders may offer and sell shares.
On this filings page, users can follow the sequence of 8-K reports and S-1/S-1A registration statements to understand the corporate restructuring, symbol changes from DNQAF to SMNR and SMNRW, and the treatment of warrants and other equity-linked securities as disclosed to the SEC.
Semnur Pharmaceuticals, Inc. announced that Chief Executive Officer and President Jaisim Shah retired and resigned from his roles and from the board effective March 13, 2026. His departure is stated not to result from any disagreement with the company. Under a separation agreement, he will receive six months of continued base salary at an annual rate of $1,250,000 and a 90‑day extension to exercise vested stock options, and his prior employment agreement was terminated with a general release of claims.
The board reduced its size from six to five directors and appointed Henry Ji, Ph.D. as Chief Executive Officer and President effective at the same time, without changing his compensation. The board also appointed Stephen Ma as Chief Operating Officer effective March 17, 2026, with no change to his compensation, while he continues as Chief Financial Officer and Secretary.
The filing also summarizes related‑party arrangements with controlling stockholder Scilex Holding Company, including a transition services agreement under which Scilex provides various support services with total costs capped at $2.0 million per year for three years, and a $806,366.78 promissory note owed to the SPAC sponsor, payable in six monthly installments and subject to acceleration upon certain equity or debt financings or events of default.
Semnur Pharmaceuticals, Inc. is a late-stage clinical biopharmaceutical company developing non-opioid pain treatments, led by SP-102, a viscous dexamethasone gel for epidural injection in sciatica. A pivotal Phase 3 CLEAR-1 trial in 401 patients met its primary and most secondary endpoints, showing statistically significant and clinically meaningful pain and disability improvements versus placebo with a favorable safety profile.
The company began its second Phase 3 CLEAR-2 trial in September 2025, targeting about 700 patients and aiming for a 505(b)(2) NDA filing by 2027 and a potential U.S. launch in 2028, if approved. Semnur operates as a reverse‑recapitalized successor to Denali Capital Acquisition Corp., leverages Scilex’s commercial infrastructure, and highlights a large U.S. epidural steroid injection market, where independent research projects potential SP-102 peak annual sales of $1.5–$2.0 billion by year five post‑launch.
Semnur Pharmaceuticals, Inc. has filed a shelf registration covering the potential resale by existing holders of up to 203,737,349 shares of common stock, plus up to 510,000 private warrants, and the issuance of up to 8,760,000 shares upon exercise of outstanding public and private warrants. The company will receive cash only if these warrants are exercised, and will not receive proceeds from any secondary sales by the selling securityholders.
Semnur is a late-stage clinical biopharmaceutical company focused on non-opioid pain management, led by its Phase 3 product candidate SP‑102, an injectable dexamethasone viscous gel being developed for sciatica. The business recently completed a SPAC business combination with Denali Capital Acquisition Corp., becoming a Delaware corporation whose common stock and public warrants trade on the OTC Pink market as “SMNR” and “SMNRW.”
The company has no approved products, has incurred substantial losses (including a net loss of $154.3 million for the nine months ended September 30, 2025) and carries an accumulated deficit of $269.6 million, with auditors and management disclosing substantial doubt about its ability to continue as a going concern. Semnur’s prospects depend heavily on successfully completing additional trials, obtaining regulatory approval and securing financing to advance and commercialize SP‑102.
Semnur Pharmaceuticals, Inc. has filed an amended registration statement covering the resale of up to 203,737,349 shares of common stock, the issuance of up to 8,760,000 shares upon exercise of warrants, and the resale of up to 510,000 private warrants. The company will receive cash only if holders exercise the 8,250,000 public warrants and 510,000 private placement warrants, while selling securityholders receive any proceeds from share and warrant resales.
Semnur is a late-stage clinical biopharmaceutical company developing non-opioid pain therapies. Its lead Phase 3 candidate, SP-102 (SEMDEXA), is a dexamethasone sodium phosphate viscous gel being developed as a preservative-free, pre-filled syringe epidural steroid injection for lumbosacral radicular pain (sciatica) and has FDA fast track designation. In 2025 Semnur completed a SPAC business combination with Denali Capital Acquisition Corp., redomiciling from the Cayman Islands to Delaware and becoming a Scilex-controlled subsidiary.
The prospectus highlights substantial operating and financial risk. Semnur has a single product candidate, has never generated product revenue, reported net losses of $154.3 million for the nine months ended September 30, 2025 and an accumulated deficit of $269.6 million, holds only $0.1 million of cash, faces going concern uncertainty, relies on key third-party manufacturing and supply relationships, and has identified material weaknesses in internal controls.
Semnur Pharmaceuticals, Inc. filed a current report to update the official description of its securities. The company’s common stock trades under the symbol SMNR, and its warrants to purchase common stock at an exercise price of $11.50 per share trade under the symbol SMNRW. The updated description reflects amendments to Semnur’s Certificate of Incorporation and Bylaws made since the end of its fiscal year ended December 31, 2024.
The revised Description of Securities is provided as Exhibit 4.1 and replaces any earlier descriptions contained in prior registration statements or reports. It may be incorporated by reference into future Semnur filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, helping keep investors and regulators aligned on the current rights and terms associated with the company’s equity and warrants.
Semnur Pharmaceuticals (SMNR) filed its Q3 10‑Q, reporting a net loss of $152.6M, primarily from general and administrative expenses of $151.5M, which included significant stock-based compensation. Cash and cash equivalents were $85K with total liabilities of $15.4M.
Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern. Following the September 22, 2025 business combination and reverse recapitalization, 229,740,978 common shares were outstanding as of November 10, 2025. At closing, the company issued 26.5M shares to consultants and 100K shares to underwriters; related-party debt of $54.2M was exchanged for preferred stock.
Two financing agreements were signed but had not closed by September 30, 2025: a PIPE for 1,250,000 shares at $16.00 per share ($20.0M) and the Semnur/Biconomy SPA for 6,250,000 shares at $16.00 per share ($100.0M) payable in Bitcoin. 8,760,000 warrants remained outstanding at an exercise price of $11.50 per share.
Semnur Pharmaceuticals, Inc. filed a Form S-1 registering the resale of up to 203,737,349 shares of common stock and the issuance of up to 8,760,000 shares upon exercise of warrants, plus 510,000 private warrants. The resale pool includes 188,554,849 Scilex Shares, 2,072,500 Sponsor Shares, 100,000 Underwriter Shares, 12,500,000 Biconomy Resale Shares, and 510,000 Private Warrant Shares.
The company will receive cash only if holders exercise the 8,250,000 Public Warrants and 510,000 Private Warrants; it will not receive proceeds from Selling Securityholders’ resales. This filing follows the September 22, 2025 business combination and domestication with Denali Capital Acquisition Corp., after which the company was renamed Semnur.
Common stock and public warrants trade on OTC Pink as SMNR and SMNRW; on October 17, 2025, last reported prices were $9.00 per share and $0.20 per warrant. Semnur is an emerging growth company developing SP-102 for sciatica and discloses going concern risks and previously identified material weaknesses in internal control.
Navani Annu, listed at a Palo Alto address and identified as a director of Semnur Pharmaceuticals, Inc. (SMNR), filed an initial Form 3 reporting no securities beneficially owned. The filing is signed by an attorney-in-fact and references Exhibit 24 (Power of Attorney). The statement indicates this is an individual filing by one reporting person and records the event date as 09/22/2025.
Denali Capital Acquisition Corp. completed a business combination with Semnur Pharmaceuticals, Inc., causing Merger Sub to merge into Legacy Semnur and Legacy Semnur to become a wholly owned subsidiary of New Semnur, with the combined company renamed Semnur Pharmaceuticals, Inc. Outstanding Legacy Semnur options were converted into New Semnur Options using an exchange ratio that adjusts share counts and exercise prices. As part of the closing, Scilex Convertible Note consideration converted into 12,488 Scilex Note Shares. The filing incorporates by reference multiple governance, financing, indemnification, registration and employment agreements and lists exhibits including unaudited financials, pro forma financial information, supplemental risk factors and press releases. Several promissory notes, satisfaction and discharge agreements, securities purchase agreements and employment agreements dated in September 2025 are disclosed.