Form 3: Denali insider Stephen Ma reports 2.5M stock option with exercisability limits

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of insider ownership and option terms filed promptly on Form 3
• Material option size (2,500,000 shares) disclosed, allowing investors to model potential dilution
• Clear vesting schedule (1/48th monthly) provides predictable timeline for future exercisability absent restrictions

Negative

• Exercisability and rights are suspended until a Senior Secured Promissory Note is paid in full, limiting immediate shareholder impact
• Contingent dilution risk exists because the option could convert into common shares if conditions are met
• Link to controlling stockholder indebtedness (Scilex Holding Company’s note to Oramed) creates uncertainty about timing and triggers

Insights

Financial Analyst

TL;DR: Large option grant disclosed; exercisability constrained by outstanding debt tied to a controlling stockholder.

The filing reports a substantial 2.5 million-share option with a low exercise price of $1.27, which could meaningfully dilute equity upon exercise if converted into common stock. Vesting is scheduled monthly (1/48th), so economic exposure will accumulate steadily. However, explicit suspension of exercisability, voting rights and dividend participation until the referenced promissory note is paid in full materially limits near-term conversion and shareholder influence. For valuation or ownership analyses, treat the option as contingent until the debt condition is resolved.

Corporate Governance Expert

TL;DR: Transparent Section 16 disclosure of insider option; governance impact muted by contractual restrictions tied to third-party note.

The Form 3 provides clear disclosure of the reporting person’s officer role and a direct option position. Crucially, the filing states that until the senior secured promissory note is paid in full, the option lacks exercisability, voting rights and dividend participation. That limitation reduces immediate governance risk from this insider’s position but creates a contingent governance interest that could activate if the note is satisfied. Investors should note the linkage between a controlling stockholder’s indebtedness and potential future shifts in ownership and control.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ma Stephen Hoi

(Last) (First) (Middle)

C/O SEMNUR PHARMACEUTICALS, INC.

960 SAN ANTONIO ROAD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2025

3. Issuer Name and Ticker or Trading Symbol
Denali Capital Acquisition Corp. [ SMNR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)(2)	08/30/2034(3)	Common Stock	2,500,000(4)	$1.27	D

Explanation of Responses:

1. The option vests in equal monthly installments of 1/48th per month. Except as described in the next sentence, the option is currently exercisable pursuant to the approval by shareholders of the Issuer of the option exchange on September 3, 2025, as described in the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission (File No. 333-283019), which became effective on August 12, 2025. Until the date on which all payments and all obligations under that certain Senior Secured Promissory Note, dated as of September 21, 2023, issued by Scilex Holding Company (the controlling stockholder of the Issuer) to Oramed Pharmaceuticals, Inc., a Delaware corporation,

2. (Continued from footnote 1) have been paid in full in cash, the options will not be or become exercisable, eligible for exchange, redemption or repurchase, eligible to participate in any dividends or distributions (including the proceeds of any corporate transaction) or have any voting rights in respect of, among other things, the Issuer or any of its respective current and future subsidiaries, successors and assigns.

3. The option expires ten years from the date of issuance, unless earlier terminated in accordance with the terms of the Semnur Pharmaceuticals, Inc. 2024 Stock Option Plan.

4. Represents shares of the Issuer's Common Stock underlying the option, for which (except as described above) the option became exercisable in connection with a business combination (the "Business Combination") which was effectuated in accordance with the terms of the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025), by and among the Issuer, a wholly owned subsidiary of the Issuer, and Semnur, Inc. (f/k/a Semnur Pharmaceuticals, Inc.) ("Old Semnur"), which became a wholly owned subsidiary of the Issuer upon completion of the Business Combination. Upon consummation of the Business Combination, the reporting person's option to purchase shares of common stock of Old Semnur was exchanged for an option to purchase shares of common stock of the Issuer at an exchange ratio of 1.25 to 1. The number of shares reflects the application of the exchange ratio.

Remarks:

Chief Financial Officer, Senior Vice President and Secretary Exhibit 24 - Power of Attorney.

	/s/ Stephen Ma	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Stephen Ma disclose on the Form 3 for DNQWF (Denali Capital Acquisition Corp.)?

The filing reports a direct stock option to purchase 2,500,000 shares at an exercise price of $1.27, expiring on 08/30/2034, with monthly vesting of 1/48th.

Is Stephen Ma currently able to exercise the reported option?

No. The option became exercisable in connection with the business combination but is suspended—including exercisability, voting rights and dividend rights—until a referenced senior secured promissory note is paid in full.

What restriction ties the option to third-party obligations?

Exercisability and other rights are conditioned on full payment of a Senior Secured Promissory Note dated September 21, 2023, issued by Scilex Holding Company to Oramed Pharmaceuticals, Inc.

How does the vesting schedule work for the option disclosed?

The option vests in equal monthly installments of 1/48th of the total grant.

Who signed the Form 3 and when was it filed?

The Form 3 is signed by /s/ Stephen Ma with an effective date of 09/23/2025.