SMNR Form 3: Ji Henry Reports 21.9M-Share Option With Debt-Based Restrictions

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Large option position disclosed but materially constrained by a third-party promissory note; immediate dilution and control effects are limited.

The filing discloses a substantial option to acquire 21,875,000 common shares at $1.27, which could represent meaningful future dilution if and when exercisable. However, the exercisability and attendant rights are expressly suspended until certain obligations under a Senior Secured Promissory Note are satisfied in full, reducing near-term market impact. The monthly vesting schedule indicates long-term incentive alignment, while the 1.25 exchange ratio documents how legacy awards converted into Issuer shares on consummation of the Business Combination.

Corporate Governance Expert

TL;DR: Disclosure shows governance and contractual constraints; the reporting person holds a sizeable option but with limited present voting or dividend rights.

The Form 3 clarifies that, despite shareholder-approved option exchange mechanics, the option holder lacks voting, dividend, redemption, or other economic rights until the specified promissory note is repaid. This creates a legal encumbrance on the award and preserves current governance structure until debt conditions are cleared. Vesting over 48 months provides a typical retention profile, but the external debt condition is the key gating factor for enforcement of option rights.

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^*

Ji Henry

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairperson

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	21,875,000(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:

Exhibit 24 - Power of Attorney.

	/s/ Stephen Ma, as attorney-in-fact	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).
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FAQ

What did the Form 3 filed for DNQWF disclose about Ji Henry's holdings?

The Form 3 discloses a stock option exercisable through 08/30/2034 for 21,875,000 common shares at $1.27 per share, with monthly vesting of 1/48th.

Are the options currently exercisable according to the filing?

Although the option became exercisable after shareholder approval on 09/03/2025, the filing states exercisability and related rights are suspended until a related Senior Secured Promissory Note is paid in full.

What conditions limit voting or dividend rights for these option shares?

The filing explicitly states the options will not have voting rights, dividend rights, or distribution participation until the specified promissory note obligations are satisfied in full.

How did the number of underlying shares get determined?

The number reflects an exchange of Old Semnur options upon the Business Combination using an exchange ratio of 1.25, converting legacy Old Semnur awards into Issuer common stock equivalents.

Who signed the Form 3 and when was it filed?

The filing is signed by /s/ Stephen Ma, as attorney-in-fact and dated 09/23/2025.