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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. 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.
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.
Scilex Holding Co. and related reporting persons disclosed multiple dispositions of Semnur Pharmaceuticals, Inc. (SMNR) common stock executed under a Securities Purchase Agreement. The filing reports dispositions on 09/23/2025: a sale of 11,945,151 shares at a reported price of $16, an additional sale of 554,849 shares at $16, and indirect ownership reported of 6,250,000 shares by Scilex Bio, Inc. The filing shows an aggregate indirect beneficial ownership figure of 181,804,849 shares following one reported transaction. The purchase price for the transactions was stated to have been paid in Bitcoin based on the Coinbase spot rate at 8:00 p.m. New York time on the trading day before closing.
Scilex Holding Co. and related reporting persons disclosed multiple dispositions of Semnur Pharmaceuticals, Inc. (SMNR) common stock executed under a Securities Purchase Agreement. The filing reports dispositions on 09/23/2025: a sale of 11,945,151 shares at a reported price of $16, an additional sale of 554,849 shares at $16, and indirect ownership reported of 6,250,000 shares by Scilex Bio, Inc. The filing shows an aggregate indirect beneficial ownership figure of 181,804,849 shares following one reported transaction. The purchase price for the transactions was stated to have been paid in Bitcoin based on the Coinbase spot rate at 8:00 p.m. New York time on the trading day before closing.
Reporting person: Shah Jaisim, listed at Semnur Pharmaceuticals, Inc. address in Palo Alto, CA, filed an Initial Statement of Beneficial Ownership related to Denali Capital Acquisition Corp. (ticker shown in filing: SMNR; metadata symbol: DNQWF) for an event dated 09/22/2025.
The filing reports a stock option exercisable under the Semnur Pharmaceuticals, Inc. 2024 Stock Option Plan that was issued with an exercise price of $1.27 and underlying 21,875,000 shares of the Issuer's common stock. The option vests monthly (1/48th per month) and generally became exercisable following shareholder approval tied to a Form S-4, but exercisability and other rights are suspended until payment in full of obligations under a Senior Secured Promissory Note dated 09/21/2023.
Stephen Ma, Chief Financial Officer, Senior Vice President and Secretary of Semnur Pharmaceuticals, filed an initial Form 3 reporting a direct stock option to buy 2,500,000 shares of Denali Capital Acquisition Corp. (ticker shown as SMNR in the filing). The option has a $1.27 exercise price and a term expiring 08/30/2034. The option vests monthly (1/48th per month) and became exercisable in connection with the completed business combination and option exchange approved by shareholders, but exercisability and attendant rights are suspended while a Senior Secured Promissory Note issued by Scilex Holding Company to Oramed Pharmaceuticals remains unpaid. The filing identifies the reporting person’s officer role and includes a signed power of attorney.
Wu Yue (Alexander) is reported as a director of Denali Capital Acquisition Corp. (ticker: SMNR). The Form 3 states the reporting person does not beneficially own any securities of the issuer and references a Power of Attorney (Exhibit 24). The statement lists the event date for the ownership report as 09/22/2025 and was signed by an attorney-in-fact on the reporting person's behalf.
Form 3 filed for Denali Capital Acquisition Corp. (SMNR) by Followwill Dorman lists the reporting relationship as a director and confirms no securities are beneficially owned as of the event date 09/22/2025. The filing is signed by an attorney-in-fact on 09/23/2025 and includes an Exhibit 24 power of attorney. This is an initial ownership statement reporting zero direct or indirect holdings.
Denali Capital Acquisition Corp. (SMNR) Form 3 reports initial beneficial ownership by Scilex-related entities following a business combination that closed under an amended merger agreement. Scilex, Inc. indirectly holds 193,750,000 shares of Denali Common Stock, Scilex Bio, Inc. holds 6,250,000 shares, and Scilex Holding Company directly holds 1,054,849 shares. The largest block reflects an exchange of Old Semnur shares into Denali Common Stock at an exchange ratio of 1.25 to 1. The filing documents share origins: exchanges from Series A Preferred, a pre-combination purchase, and conversion of a promissory note.
Denali Capital Acquisition Corp. (SMNR) Form 3 reports initial beneficial ownership by Scilex-related entities following a business combination that closed under an amended merger agreement. Scilex, Inc. indirectly holds 193,750,000 shares of Denali Common Stock, Scilex Bio, Inc. holds 6,250,000 shares, and Scilex Holding Company directly holds 1,054,849 shares. The largest block reflects an exchange of Old Semnur shares into Denali Common Stock at an exchange ratio of 1.25 to 1. The filing documents share origins: exchanges from Series A Preferred, a pre-combination purchase, and conversion of a promissory note.
Ji Henry, Executive Chairperson and Director of Denali Capital Acquisition Corp. (Issuer listed as SMNR), filed an initial Form 3 disclosing a large stock option position tied to the company's business combination and subsequent corporate events. The filing shows a stock option exercisable through 08/30/2034 covering 21,875,000 shares of common stock at an exercise price of $1.27 per share. The option vests monthly in 1/48th installments and became exercisable following shareholder approval of an option exchange on 09/03/2025, but exercisability and related rights are suspended until a Senior Secured Promissory Note between Scilex Holding Company and Oramed Pharmaceuticals, Inc. is paid in full. The option reflects an exchange ratio of 1.25 applied when Old Semnur merged into the Issuer.