Semnur Pharmaceuticals (SMNR) holders back director, auditor and 2025 stock plans

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Semnur Pharmaceuticals, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 25, 2026. Stockholders representing 5,423,606 shares of Series A preferred stock and 200,307,471 shares of common stock, or about 87% of common shares outstanding as of April 28, 2026, were present virtually or by proxy.

Stockholders elected Jay Chun, M.D., Ph.D. as a Class I director to serve until the 2029 annual meeting. They also ratified Pipara & Co LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved both the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares represented: 200,307,471 shares Common shares outstanding: 230,209,142 shares Series A preferred represented: 5,423,606 shares +4 more

7 metrics

Common shares represented 200,307,471 shares Common stock present or by proxy at 2026 annual meeting

Common shares outstanding 230,209,142 shares Common stock outstanding as of April 28, 2026 record date

Series A preferred represented 5,423,606 shares Series A Preferred Stock present or by proxy, 100% of series

Director election votes for 200,166,258 votes Votes for Jay Chun, M.D., Ph.D. as Class I director

Auditor ratification votes for 200,307,425 votes Votes for ratifying Pipara & Co LLP as auditor for 2026

Equity Incentive Plan votes for 200,166,256 votes Votes approving 2025 Equity Incentive Plan

ESPP votes for 200,166,255 votes Votes approving 2025 Employee Stock Purchase Plan

Key Terms

Series A Preferred Stock, broker non-votes, independent registered public accounting firm, 2025 Equity Incentive Plan, +1 more

5 terms

Series A Preferred Stock financial

"5,423,606 shares of the Company’s Series A preferred stock, $0.0001 par value per share"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

broker non-votes financial

"Jay Chun, M.D., Ph.D. | 200,166,258 | 3,804 | 137,409"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of Pipara & Co LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

2025 Equity Incentive Plan financial

"To approve the Semnur Pharmaceuticals, Inc. 2025 Equity Incentive Plan."

2025 Employee Stock Purchase Plan financial

"To approve the Semnur Pharmaceuticals, Inc. 2025 Employee Stock Purchase Plan."

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 05:04 PM Accepted by SEC EDGAR 06/25/2026 - 05:03 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): June 25, 2026

SEMNUR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41351	98-1659463
(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 5.07. Submission of Matters to a Vote of Security Holders.

On June 25, 2026, Semnur Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, a total of (i) 5,423,606 shares of the Company’s Series A preferred stock, $0.0001 par value per share (the “Series A Preferred Stock”), or 100% of the shares of Series A Preferred Stock, issued and outstanding, and (ii) 200,307,471 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), or approximately 87% of the 230,209,142 shares of Common Stock, issued and outstanding, both as of the close of business on April 28, 2026, the record date for the Meeting, were represented virtually or by proxy.

The holder of Series A Preferred Stock was entitled to vote, together with the holders of Common Stock and not separately as a class, on an as converted to Common Stock basis for an aggregate of 5,423,606 votes in accordance with the Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on September 22, 2025.

At the Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.

Set forth below is a brief description of each proposal voted upon at the Meeting and the voting results with respect to each proposal.

Proposal No. 1: To elect the following nominee as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified.


Nominee	For	Withhold	Broker Non-Votes
Jay Chun, M.D., Ph.D.	200,166,258	3,804	137,409

Proposal No. 2: To ratify the appointment of Pipara & Co LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.


For	Against	Abstentions
200,307,425	46	0

Proposal No. 3: To approve the Semnur Pharmaceuticals, Inc. 2025 Equity Incentive Plan.


For	Against	Abstentions	Broker Non-Votes
200,166,256	269	3,537	137,409

Proposal No. 4: To approve the Semnur Pharmaceuticals, Inc. 2025 Employee Stock Purchase Plan.


For	Against	Abstentions	Broker Non-Votes
200,166,255	270	3,537	137,409

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number	Description
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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: June 25, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Semnur Pharmaceuticals (SMNR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing a Class I director, ratifying the independent auditor, and approving the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan. All four proposals received sufficient support to pass at the meeting.

Who was elected to Semnur Pharmaceuticals (SMNR) board at the 2026 meeting?

Stockholders elected Jay Chun, M.D., Ph.D. as a Class I director to serve until the 2029 Annual Meeting of Stockholders. He will continue in office until that meeting and until his successor is duly elected and qualified under the company’s governance framework.

Was the auditor ratified at Semnur Pharmaceuticals (SMNR) 2026 annual meeting?

Yes. Stockholders ratified Pipara & Co LLP as Semnur Pharmaceuticals’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was strongly in favor, with minimal opposition and no recorded abstentions in the reported results.

Did Semnur Pharmaceuticals (SMNR) approve its 2025 Equity Incentive Plan?

Yes. Stockholders approved the Semnur Pharmaceuticals, Inc. 2025 Equity Incentive Plan. The plan received substantial support, with only a small number of votes cast against or abstaining, alongside a block of broker non-votes that did not prevent approval.

What happened with Semnur Pharmaceuticals (SMNR) 2025 Employee Stock Purchase Plan vote?

Stockholders approved the Semnur Pharmaceuticals, Inc. 2025 Employee Stock Purchase Plan. The proposal passed with a very high number of votes in favor, few votes against, some abstentions, and broker non-votes that did not alter the overall approval outcome.

How many Semnur Pharmaceuticals (SMNR) shares were represented at the 2026 annual meeting?

The meeting had 5,423,606 Series A preferred shares and 200,307,471 common shares represented, with the common shares equaling about 87% of 230,209,142 common shares outstanding as of April 28, 2026, the record date used for determining meeting eligibility.

Filing Exhibits & Attachments

1 document