Initial Form 3: Large Semnur/Denali Option Filed; Exercisability Linked to Debt Repayment

Rhea-AI Filing Summary

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.

Positive

• Full disclosure of beneficial ownership and material terms provides transparency to investors
• Large option position is clearly quantified: 21,875,000 underlying shares at a $1.27 exercise price

Negative

• Exercisability and rights are suspended until the Senior Secured Promissory Note dated 09/21/2023 is paid in full, limiting immediate effect
• Significant contingent dilution exists if and when the options become exercisable, affecting share count

Insights

Corporate Governance Expert

TL;DR: Large option grant disclosed; exercisability is conditional on third-party debt repayment, creating governance and control considerations.

The Form 3 documents a significant option position representing 21,875,000 underlying shares with standard vesting and a $1.27 exercise price. Crucially, shareholder-approved exchange made the option exercisable only subject to the full repayment of a Senior Secured Promissory Note dated 09/21/2023, which limits immediate economic or voting influence. For governance, the combination of a large potential stake and a contractual lock until creditor repayment is material to ownership dynamics and board/management alignment.

Securities Analyst

TL;DR: The filing is a routine initial beneficial ownership disclosure but highlights a sizable contingent equity position with exercise restrictions.

This Form 3 reports a sizable derivative position: a stock option expiring ten years from issuance (noted exercisable/expiration references include 08/30/2034) covering 21,875,000 common shares at $1.27 per share. The option resulted from an exchange tied to a business combination and an exchange ratio of 1.25:1. Because exercisability and distribution/voting rights are suspended until certain debt obligations are satisfied, the immediate market impact is muted; however, conversion risk and potential dilution are quantifiable future considerations.

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^*

SHAH JAISIM

(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)
	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	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, have been paid in full in cash, the options will not be or become exercisable,

2. (Continued from footnote 1) 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 Executive Officer and President 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).
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 Shah Jaisim disclose on Form 3 for DNQWF (Denali Capital Acquisition Corp.)?

The filing discloses a stock option covering 21,875,000 shares with an exercise price of $1.27, vesting monthly and subject to exercisability conditions tied to debt repayment.

When was the event requiring this Form 3 reported?

The date of the event requiring the statement is 09/22/2025, and the Form 3 is signed by attorney-in-fact on 09/23/2025.

Are the options immediately exercisable and do they carry voting or dividend rights?

No. The filing states the options are not exercisable, eligible for exchange/redemption, eligible for dividends/distributions, or have voting rights until payment in full of the referenced Senior Secured Promissory Note.

What is the expiration or exercisable date referenced in the filing?

The filing references an exercisable/expiration date context including 08/30/2034 and states the option expires ten years from issuance under plan terms.

What relationship does the reporting person have to the issuer?

The reporting person is indicated as a Director and an Officer with the remark noting Chief Executive Officer and President.