Scilex Holding Co (SMNR) details 13.97M Semnur stock dividend and abeyance
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Scilex Holding Co, a major holder of Semnur Pharmaceuticals, Inc., reported a previously announced stock dividend of 13,972,900 shares of Semnur common stock distributed to its own common shareholders and certain warrant and convertible note holders as of a June 1, 2026 record date.
The filing notes that 6,938,163 of these dividend shares are being held in abeyance for additional participating warrant and note holders, to be distributed if and when those instruments are exercised or converted, with a separate Form 4 to be filed at that time. The report also shows a J-code restructuring entry for 7,034,737 Semnur common shares at a stated price of $0.0000 per share and updated direct and indirect ownership positions, including shares held through Scilex, Inc. and Scilex Bio, Inc.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Scilex Holding Co, Scilex, Inc.
Role
null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 7,034,737 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 174,770,112 shares (Indirect, By Scilex, Inc.);
Common Stock — 500,000 shares (Direct, null)
Footnotes (1)
- On June 15, 2026, the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 13,972,900 shares of common stock of Semnur Pharmaceuticals, Inc. ("Semnur") held by the Reporting Person (the "Dividend Shares") to record holders of (i) the Reporting Person's common stock, (ii) certain warrants to purchase the Reporting Person's common stock and (iii) certain notes convertible into shares of the Reporting Person's common stock as of June 1, 2026 (the "Record Date" and the holders referenced in clauses (ii) and (iii), the "Additional Participating Holders"). An aggregate of 6,938,163 Dividend Shares are being held in abeyance by the Reporting Person for the benefit of the Additional Participating Holders who may be entitled to such shares pursuant to the terms of the applicable warrants and convertible notes following the exercise or conversion thereof, and at the time such shares are distributed to the applicable warrantholders and noteholders, the Reporting Person will file a Form 4 reporting such distribution.
Key Figures
Dividend shares: 13,972,900 shares
Shares in abeyance: 6,938,163 shares
J-code transaction size: 7,034,737 shares
+4 more
7 metrics
Dividend shares
13,972,900 shares
Aggregate Semnur common stock paid as stock dividend
Shares in abeyance
6,938,163 shares
Dividend shares held for additional participating holders
J-code transaction size
7,034,737 shares
Other acquisition or disposition of Semnur common stock
J-code stated price
$0.0000 per share
Stated transaction price for 7,034,737 Semnur shares
Indirect holding after J transaction
174,770,112 shares
Semnur common stock held indirectly by Scilex, Inc.
Indirect holding via Scilex Bio, Inc.
6,250,000 shares
Semnur common stock held indirectly
Direct holding
500,000 shares
Semnur common stock held directly
Key Terms
stock dividend, Record Date, Additional Participating Holders, warrants, +2 more
6 terms
stock dividend financial
"the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 13,972,900 shares"
A stock dividend is when a company gives its existing shareholders extra shares instead of cash. It’s like receiving more pieces of the same pie rather than a bigger piece of money, which can increase the number of shares you own but usually doesn’t change the total value of your investment right away. Investors care about it because it can signal the company's growth and affect the stock’s price.
Record Date financial
"as of June 1, 2026 (the "Record Date" and the holders referenced"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Additional Participating Holders financial
"the holders referenced in clauses (ii) and (iii), the "Additional Participating Holders")"
warrants financial
"certain warrants to purchase the Reporting Person's common stock and (iii) certain notes convertible"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
convertible notes financial
"and (iii) certain notes convertible into shares of the Reporting Person's common stock"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
held in abeyance financial
"An aggregate of 6,938,163 Dividend Shares are being held in abeyance by the Reporting Person"
FAQ
What did Scilex Holding Co disclose in this Form 4 for SMNR?
Scilex Holding Co disclosed a previously announced stock dividend of 13,972,900 Semnur Pharmaceuticals (SMNR) common shares. These shares were distributed to Scilex common shareholders and certain warrant and note holders as of a June 1, 2026 record date.
What does the J-code transaction in the SMNR Form 4 represent?
The Form 4 shows a J-code transaction involving 7,034,737 shares of Semnur (SMNR) common stock at a stated price of $0.0000 per share. J-code entries reflect "other" transactions, often internal restructurings, rather than open-market buys or sells.
Who benefits from the Semnur (SMNR) stock dividend reported by Scilex?
The Semnur (SMNR) stock dividend benefits record holders of Scilex common stock, and certain warrant and convertible note holders, as of June 1, 2026. Additional participating warrant and note holders may receive shares later as their instruments are exercised or converted.