How are the terminated PIPE deals related to Semnur’s deSPAC business combination?

The JW Capital PIPE SPA and Semnur/Biconomy SPA were entered into in connection with Semnur’s business combination after domestication from the Cayman Islands to Delaware. They were designed to provide equity financing at $16.00 per share but were terminated after the combination, with no securities issued under either agreement.

Semnur Pharmaceuticals (SMNR) cancels PIPE deals for 7.5M shares at $16

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Semnur Pharmaceuticals, Inc. disclosed that it has terminated two previously agreed equity financing arrangements tied to its deSPAC business combination. Under a Securities Purchase Agreement with JW Capital Securities Limited, Semnur had planned to sell 1,250,000 common shares at $16.00 per share but no shares were ever issued. A separate Securities Purchase Agreement with Biconomy PTE. Ltd. for 6,250,000 common shares at $16.00 per share, payable in Bitcoin, was also terminated. Both agreements were ended effective April 20, 2026, leaving the company without the equity capital those PIPE transactions were intended to provide.

Positive

None.

Negative

Termination of planned equity financings: Semnur ended two PIPE Securities Purchase Agreements covering 1,250,000 and 6,250,000 shares at $16.00 per share, so the company will not receive the equity capital those transactions were intended to provide.

Insights

Semnur canceled two PIPE share sales that would have added significant equity capital.

Semnur Pharmaceuticals terminated its PIPE Securities Purchase Agreement with JW Capital covering 1,250,000 shares at $16.00 per share and its Semnur/Biconomy SPA with Biconomy for 6,250,000 shares at $16.00 per share, payable in Bitcoin.

These transactions were linked to the company’s deSPAC business combination but never closed, and no shares were issued before termination on April 20, 2026. The cancellations mean Semnur will not receive the anticipated equity financing from these sources, potentially increasing reliance on alternative funding or internal resources.

Investors may focus on how the company describes its capital plans in future disclosures, including any new financing arrangements or adjustments to spending and growth plans related to the loss of these PIPE commitments.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

JW Capital PIPE share amount: 1,250,000 shares JW Capital PIPE price: $16.00 per share Biconomy SPA share amount: 6,250,000 shares +5 more

8 metrics

JW Capital PIPE share amount 1,250,000 shares Common stock at $16.00 per share under PIPE SPA terminated April 20, 2026

JW Capital PIPE price $16.00 per share Price for 1,250,000 Semnur common shares under terminated PIPE SPA

Biconomy SPA share amount 6,250,000 shares Common stock agreed to be sold to Biconomy at $16.00 per share, payable in Bitcoin, now terminated

Biconomy SPA price $16.00 per share Purchase price for Semnur shares under Semnur/Biconomy SPA, payable in Bitcoin

Effective termination date April 20, 2026 Date both the PIPE SPA and Semnur/Biconomy SPA were terminated

Business Combination completion date September 22, 2025 Date Semnur completed its business combination with Semnur Inc.

Semnur/Biconomy SPA signing date September 23, 2025 Date the Securities Purchase Agreement with Biconomy was entered

PIPE SPA signing date August 20, 2025 Date the Securities Purchase Agreement with JW Capital was entered

Key Terms

Securities Purchase Agreement, PIPE, Business Combination, domestication, +2 more

6 terms

Securities Purchase Agreement financial

"the Company and the Subsidiary entered into a Securities Purchase Agreement (the “PIPE SPA”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

PIPE financial

"In connection with the Business Combination, the Company and the Subsidiary entered into a Securities Purchase Agreement (the “PIPE SPA”)"

A "pipe" is a planned series of financial transactions or projects that companies intend to carry out over time, often involving the raising of funds or development of new assets. It matters to investors because it provides a clear picture of a company's future growth plans and potential revenue, helping them assess the company's upcoming opportunities and overall stability. Think of it as a detailed roadmap guiding a company's future steps.

Business Combination financial

"consummated its business combination with Semnur Inc. ... (the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

domestication regulatory

"following the Company’s domestication from the Cayman Islands to Delaware"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

payable in Bitcoin financial

"for a purchase price of $16.00 per share, payable in Bitcoin"

Understanding 8-K Material Events →

04/23/2026 - 04:08 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2026

SEMNUR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41351	Not available
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

960 San Antonio Road, Palo Alto, California, 94303

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 422-7515

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SMNR	OTCQB marketplace
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share	SMNRW	OTCQB marketplace

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.02. Termination of a Material Definitive Agreement.

deSPAC PIPE

As previously disclosed, on September 22, 2025, Semnur Pharmaceuticals, Inc. (formerly known as Denali Capital Acquisition Corp., the “Company”) consummated its business combination with Semnur Inc. (formerly known as Semnur Pharmaceuticals, Inc., the “Subsidiary”) following the Company’s domestication from the Cayman Islands to Delaware (the “Business Combination”), pursuant to which the Subsidiary became a wholly owned subsidiary of the Company.

In connection with the Business Combination, the Company and the Subsidiary entered into a Securities Purchase Agreement (the “PIPE SPA”), dated August 20, 2025, with JW Capital Securities Limited, pursuant to which JW Capital Securities Limited agreed to purchase an aggregate of 1,250,000 shares of the Company’s common stock upon consummation of the Business Combination at a price of $16.00 per share. The parties subsequently agreed to extend the closing of the PIPE SPA, and as of the date hereof, no securities of the Company have been issued pursuant to the PIPE SPA.

On April 20, 2026, the Company and the Subsidiary delivered a notice of termination to JW Capital Securities Limited pursuant to Section 8 of the PIPE SPA, upon which the PIPE SPA was terminated, effective as of April 20, 2026.

Semnur/Biconomy SPA

As previously disclosed, the Company entered into a Securities Purchase Agreement (the “Semnur/Biconomy SPA”) on September 23, 2025, with Biconomy PTE. Ltd (“Biconomy”). Pursuant to the Semnur/Biconomy SPA, the Company agreed to issue and sell, and Biconomy agreed to purchase, an aggregate of 6,250,000 shares of the Company’s common stock for a purchase price of $16.00 per share, payable in Bitcoin.

As of the date hereof, the Company has not issued any common stock pursuant to the Semnur/Biconomy SPA.

On April 20, 2026, the Company delivered a notice of termination to Biconomy pursuant to Section 8 of the Semnur/Biconomy SPA upon which the Semnur/Biconomy SPA was terminated, effective as of April 20, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEMNUR PHARMACEUTICALS, INC.

By: /s/ Henry Ji
Name: Henry Ji
Title: Chief Executive Officer & President

Date: April 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Semnur Pharmaceuticals (SMNR) announce in this 8-K filing?

Semnur Pharmaceuticals reported it terminated two Securities Purchase Agreements linked to its deSPAC transaction. These PIPE deals would have involved issuing 1,250,000 and 6,250,000 common shares at $16.00 per share but never closed, and no shares were issued before termination.

How many Semnur (SMNR) shares were covered by the terminated JW Capital PIPE?

The Securities Purchase Agreement with JW Capital Securities Limited covered 1,250,000 Semnur common shares at $16.00 per share. The agreement was tied to the company’s business combination, but closing was extended and ultimately terminated before any securities of the company were issued under it.

What were the key terms of Semnur’s PIPE with Biconomy PTE. Ltd.?

Under the Semnur/Biconomy SPA, the company agreed to issue and sell 6,250,000 common shares to Biconomy at $16.00 per share, with payment in Bitcoin. As of the termination effective April 20, 2026, Semnur had not issued any common stock pursuant to this agreement.

Did Semnur Pharmaceuticals issue any shares under the terminated PIPE agreements?

No. Semnur states that, as of the filing date, it had not issued any securities under the JW Capital PIPE SPA and had not issued any common stock under the Semnur/Biconomy SPA. Both agreements were terminated effective April 20, 2026, without any shares being delivered.

When did Semnur terminate its PIPE agreements with JW Capital and Biconomy?

Semnur delivered termination notices on April 20, 2026. The PIPE Securities Purchase Agreement with JW Capital and the Semnur/Biconomy SPA with Biconomy each terminated effective that same date under their respective Section 8 provisions, ending the previously agreed equity financing arrangements.

Filing Exhibits & Attachments

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