Semnur Pharmaceuticals (SMNR) refreshes securities description after charter changes

Rhea-AI Filing Summary

Semnur Pharmaceuticals, Inc. filed a current report to update the official description of its securities. The company’s common stock trades under the symbol SMNR, and its warrants to purchase common stock at an exercise price of $11.50 per share trade under the symbol SMNRW. The updated description reflects amendments to Semnur’s Certificate of Incorporation and Bylaws made since the end of its fiscal year ended December 31, 2024.

The revised Description of Securities is provided as Exhibit 4.1 and replaces any earlier descriptions contained in prior registration statements or reports. It may be incorporated by reference into future Semnur filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, helping keep investors and regulators aligned on the current rights and terms associated with the company’s equity and warrants.

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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): December 3, 2025

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

Denali Capital Acquisition Corp.

437 Madison Avenue, 27th Floor

New York, NY 10022

(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		*
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share		SMNRW		*

* On April 16, 2025, the registrant’s securities were suspended from trading on The Nasdaq Capital Market. On April 17, 2025, the registrant’s securities began trading on the OTCQB marketplace maintained by the OTC Markets Group, Inc. under the symbols “DNQAF”, “DNQWF” and “DNQUF.” In connection with the domestication and business combination discussed herein, on September 23, 2025, registrant’s securities began trading on the OTCQB marketplace maintained by the OTC Markets Group, Inc. under the symbols “SMNR” and “SMNRW”.

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 8.01. Other Events.

Semnur Pharmaceuticals, Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of updating the description of the Company’s securities, giving effect to amendments to the Company’s Certificate of Incorporation and Bylaws since the end of its fiscal year ended December 31, 2024.

The Description of Securities attached hereto as Exhibit 4.1 modifies and supersedes any prior description of securities of the Company in any registration statement or report filed with the Securities and Exchange Commission (the “SEC”) and is available for incorporation by reference into certain of the Company’s filings with the SEC pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and forms promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Description of Securities
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Jaisim Shah
Name:		Jaisim Shah
Title:		Chief Executive Officer and President

Date: December 3, 2025

FAQ

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

Semnur Pharmaceuticals filed a current report to provide an updated Description of Securities. This new description reflects amendments to the company’s Certificate of Incorporation and Bylaws made after the fiscal year ended December 31, 2024, and will replace prior securities descriptions in earlier filings.

Which securities of Semnur Pharmaceuticals (SMNR) are listed and under what symbols?

Semnur lists its common stock, par value $0.0001 per share, under the symbol SMNR. It also lists warrants to purchase one share of common stock at an exercise price of $11.50 per share under the symbol SMNRW.

Why did Semnur update its description of securities?

The company updated its description of securities to give effect to changes arising from amendments to its Certificate of Incorporation and Bylaws since the end of the 2024 fiscal year. This ensures that current and future SEC filings accurately describe the rights and terms attached to its securities.

How will the new description of Semnur’s securities be used in future filings?

The updated Description of Securities in Exhibit 4.1 may be incorporated by reference into certain future filings under the Securities Act of 1933 and the Securities Exchange Act of 1934. It also modifies and supersedes any earlier descriptions in prior registration statements or reports.

What exhibit did Semnur Pharmaceuticals (SMNR) include with this 8-K?

Semnur included Exhibit 4.1, labeled “Description of Securities,” and a Cover Page Interactive Data File identified as Exhibit 104, which is embedded within the Inline XBRL document.

Who signed the Semnur Pharmaceuticals 8-K updating the securities description?

The report was signed on behalf of Semnur Pharmaceuticals, Inc. by Jaisim Shah, who serves as Chief Executive Officer and President.