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Semnur Pharmaceuticals, Inc. filings document the company's transition from Denali Capital Acquisition Corp. to a Delaware post-SPAC issuer and the resulting public-company capital structure. The record includes disclosures on common stock, warrants, emerging growth company status, registration statement amendments, material securities purchase agreements, and terminations of financing arrangements.
Proxy and current-report filings also cover governance matters, including board composition, executive transitions, director elections, auditor ratification, and equity compensation proposals. These filings provide the formal record for annual-meeting votes, compensatory arrangements, corporate status, and other material events reported by the company.
Semnur Pharmaceuticals, Inc. reports a larger quarterly loss and severe liquidity pressure in its latest period. For the three months ended March 31, 2026, the company recorded a net loss of $4.6 million, up from $0.7 million a year earlier, as research and development and general and administrative expenses increased to $4.6 million in total.
Semnur ended the quarter with only $0.1 million in cash and cash equivalents and total assets of $2.0 million, against total liabilities of $27.3 million, resulting in a stockholders’ deficit of $25.3 million. Operating activities used $2.7 million of cash, which was offset by $2.8 million of net financing inflows, primarily related party loans and partial repayment of promissory notes.
The company terminated both a planned $20.0 million PIPE equity financing and a proposed $100.0 million Bitcoin-funded share purchase agreement in April 2026, leaving it reliant on Scilex Holding Company for services and funding while it advances its lead late-stage pain candidate SP-102. Management states that recurring losses, minimal cash, dependence on Scilex and the need for additional financing raise substantial doubt about Semnur’s ability to continue as a going concern.
Semnur Pharmaceuticals, Inc. reports a larger quarterly loss and severe liquidity pressure in its latest period. For the three months ended March 31, 2026, the company recorded a net loss of $4.6 million, up from $0.7 million a year earlier, as research and development and general and administrative expenses increased to $4.6 million in total.
Semnur ended the quarter with only $0.1 million in cash and cash equivalents and total assets of $2.0 million, against total liabilities of $27.3 million, resulting in a stockholders’ deficit of $25.3 million. Operating activities used $2.7 million of cash, which was offset by $2.8 million of net financing inflows, primarily related party loans and partial repayment of promissory notes.
The company terminated both a planned $20.0 million PIPE equity financing and a proposed $100.0 million Bitcoin-funded share purchase agreement in April 2026, leaving it reliant on Scilex Holding Company for services and funding while it advances its lead late-stage pain candidate SP-102. Management states that recurring losses, minimal cash, dependence on Scilex and the need for additional financing raise substantial doubt about Semnur’s ability to continue as a going concern.
Semnur Pharmaceuticals, Inc. disclosed that it has terminated two previously agreed equity financing arrangements tied to its deSPAC business combination. Under a Securities Purchase Agreement with JW Capital Securities Limited, Semnur had planned to sell 1,250,000 common shares at $16.00 per share but no shares were ever issued. A separate Securities Purchase Agreement with Biconomy PTE. Ltd. for 6,250,000 common shares at $16.00 per share, payable in Bitcoin, was also terminated. Both agreements were ended effective April 20, 2026, leaving the company without the equity capital those PIPE transactions were intended to provide.
Semnur Pharmaceuticals, Inc. disclosed that it has terminated two previously agreed equity financing arrangements tied to its deSPAC business combination. Under a Securities Purchase Agreement with JW Capital Securities Limited, Semnur had planned to sell 1,250,000 common shares at $16.00 per share but no shares were ever issued. A separate Securities Purchase Agreement with Biconomy PTE. Ltd. for 6,250,000 common shares at $16.00 per share, payable in Bitcoin, was also terminated. Both agreements were ended effective April 20, 2026, leaving the company without the equity capital those PIPE transactions were intended to provide.
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. 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. 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. 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, 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 (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.