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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.
