Scilex entities report large SMNR dispositions, payment in Bitcoin disclosed

Rhea-AI Filing Summary

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.

Positive

• Transaction governed by a Securities Purchase Agreement, providing a formal contractual basis for the dispositions
• Payment method disclosed (Bitcoin settlement using Coinbase spot rate), which clarifies how the purchase price was determined
• Detailed share counts disclosed for each disposition and for reported indirect ownership

Negative

• Large share dispositions reported: sales of 11,945,151 and 554,849 shares at $16 could be material to investors
• Significant indirect ownership concentration remains reported as 181,804,849 shares, which may affect control dynamics
• Settlement in cryptocurrency (Bitcoin) introduces price-settlement risk tied to crypto volatility

Insights

Securities Analyst

TL;DR Multiple large share dispositions by Scilex-related entities were reported; the transaction used a Bitcoin settlement mechanism.

The Form 4 documents significant dispositions of SMNR common stock by Scilex Holding Co. and affiliated entities, totaling reported sales of 12,500,000 shares (11,945,151 plus 554,849) at a reported price of $16 per share, with additional indirect holdings noted. The filing explicitly states the transaction was governed by a Securities Purchase Agreement and that payment was made in Bitcoin using Coinbase's published spot rate at the specified time. For investors, the material facts are the scale of shares disposed and the non-cash (crypto) settlement; the filing does not include further context such as pro forma ownership percentages or use of proceeds.

Corporate Governance Expert

TL;DR Insider sales of material size were executed under a formal purchase agreement with crypto settlement; governance disclosure appears complete on Form 4.

The report identifies the reporting persons as directors and 10% owners and provides a clear explanation referencing the governing Securities Purchase Agreement and the Bitcoin-based payment method. Signatures from the reporting persons are included. The Form 4 lists both direct dispositions and indirect ownership amounts by affiliated entities, which is important for transparency. The filing does not show additional derivative transactions or explanatory pro forma ownership beyond the stated figures.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Scilex Holding Co

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Semnur Pharmaceuticals, Inc. [ SMNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2025		S(1)		11,945,151	D	$16(2)	181,804,849	I	By Scilex, Inc.
Common Stock	09/23/2025		S(1)		554,849	D	$16(2)	500,000	D
Common Stock								6,250,000	I	By Scilex Bio, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Scilex Holding Co

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Scilex, Inc.

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to that certain Securities Purchase Agreement, dated September 23, 2025, by and among the Reporting Persons, the Issuer, and Biconomy PTE.LTD, as buyer.

2. The purchase price was paid in Bitcoin blockchain based on the spot exchange rate for Bitcoin as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the closing date of the purchase.

	/s/ Henry Ji, Scilex Holding Company, Chief Executive Officer and President	09/25/2025
	/s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares were sold by Scilex entities in the Form 4?

The filing reports dispositions of 11,945,151 shares and 554,849 shares of Semnur Pharmaceuticals common stock, both at a reported price of $16 per share.

How was the purchase price paid according to the Form 4?

The purchase price was paid in Bitcoin based on the Coinbase spot exchange rate at 8:00 p.m. New York time on the trading day immediately prior to closing.

What indirect ownership is reported in the filing?

The Form 4 lists an indirect beneficial ownership figure of 181,804,849 shares and also reports 6,250,000 shares as indirectly owned by Scilex Bio, Inc.

Were the transactions executed under a formal agreement?

Yes. The transactions were effected pursuant to a Securities Purchase Agreement dated September 23, 2025 among the reporting persons, the issuer, and the buyer, Biconomy PTE.LTD.

Who signed the Form 4?

The Form 4 includes signatures from Henry Ji on behalf of Scilex Holding Company and Scilex, Inc., identified as Chief Executive Officer and President.