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  4. [SCHEDULE 13D/A] Semnur Pharmaceuticals, Inc. Amended Major Shareholder Report

Semnur Pharmaceuticals (SMNR) stock used in 7.0M-share Scilex dividend, control still near 79%

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Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Scilex Holding Company filed an amended Schedule 13D showing continued majority ownership of Semnur Pharmaceuticals after a stock dividend. Scilex is deemed to beneficially own 181,520,112 shares of Semnur common stock, representing 78.85% of the outstanding class based on 230,209,142 shares.

Including 5,423,606 shares of Series A Preferred Stock that vote with common stock, Scilex’s aggregate holdings represent 79.34% of total voting power. On June 15, 2026, Scilex and its subsidiaries distributed 7,034,737 Semnur common shares as a dividend to Scilex stockholders and other eligible equity holders of record as of June 1, 2026.

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Insights

Scilex remains Semnur’s controlling shareholder despite a share dividend.

Scilex Holding Company reports beneficial ownership of 181,520,112 Semnur common shares, or 78.85% of the class, based on 230,209,142 shares outstanding as of April 25, 2026. Including its Series A Preferred Stock, Scilex controls 79.34% of total voting power.

The filing also notes a dividend of 7,034,737 Semnur common shares distributed on June 15, 2026 to Scilex equity holders of record on June 1, 2026. Even after this distribution, Scilex and its subsidiaries retain a very large majority stake, indicating ongoing control over shareholder votes.

Scilex, Inc. directly holds 174,770,112 shares, or 75.92% of the common stock, with additional shares held by Scilex Holding Company and Scilex Bio. Future company filings may provide updates if further distributions or ownership changes occur.

Scilex beneficial ownership 181,520,112 shares Semnur common stock beneficially owned by Scilex Holding Company
Ownership percentage 78.85% of class Percent of Semnur common stock based on 230,209,142 shares outstanding
Total voting power 79.34% voting power Common plus 5,423,606 Series A Preferred shares held by Scilex
Common shares outstanding 230,209,142 shares Semnur common stock outstanding as of April 25, 2026
Scilex, Inc. holdings 174,770,112 shares Semnur common stock held directly by Scilex, Inc.
Scilex, Inc. ownership 75.92% of class Percentage of Semnur common stock held by Scilex, Inc.
Share dividend 7,034,737 shares Semnur common stock distributed as dividend on June 15, 2026
Series A Preferred shares 5,423,606 shares Series A Preferred Stock held by Scilex Holding Company
beneficial owner financial
"Each of the Reporting Persons is deemed to be the beneficial owner of 174,770,112.00 shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Series A Preferred Stock financial
"5,423,606 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer"
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.
Business Combination financial
"shares issued pursuant to the Business Combination (as defined below) upon the exchange"
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.
Convertible Promissory Note financial
"12,488 shares issued upon conversion of the SHC Convertible Promissory Note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Certificate of Designations financial
"as determined under the Issuer's Certificate of Designations of Series A Preferred Stock"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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81686G113
(CUSIP Number)
Henry Ji, CEO and President
960 San Antonio Road,
Palo Alto, CA, 94303
(650) 516-4310
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/15/2026
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 9: Comprised of the following shares of common stock, par value $0.0001 per share ("Common Stock"), of Semnur Pharmaceuticals, Inc. (f/k/a Denali Capital Acquisition Corp.) (the "Issuer"): (i) 542,361 shares issued pursuant to the Business Combination (as defined below) upon the exchange of 5,423,606 shares of Series A Preferred Stock of Old Semnur (as defined below), (ii) 500,000 shares purchased by SHC (as defined below) prior to the Business Combination, and (iii) 12,488 shares issued upon conversion of the SHC Convertible Promissory Note (as defined below) upon the consummation of the Business Combination. Subsequent to the consummation of the Business Combination, SHC transferred 554,849 shares of the Issuer's Common Stock to a third party. The beneficial ownership reported in these rows does not reflect the 5,423,606 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Series A Preferred Stock") held by SHC, representing 100% of the outstanding shares of Series A Preferred Stock, which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Issuer's Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on September 22, 2025 (the "Certificate of Designations")) by $10.00) because such shares of Series A Preferred Stock are not convertible into Common Stock. Note to Rows 8 and 10: Comprised of (i) 174,770,112 shares of Common Stock held by Scilex, Inc., a wholly owned subsidiary of Scilex Holding Company ("SHC") and (ii) 6,250,000 shares of Common Stock held by Scilex Bio, Inc., a majority owned subsidiary of SHC, each of which entities share voting and dispositive power over the shares held by it with SHC. Note to Row 11: Comprised of the shares of Common Stock referenced in Rows 7 through 10. Note to Row 13: Percent of class beneficially owned is calculated based on 230,209,142 shares of Common Stock outstanding as of April 25, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 13, 2026. The aggregate voting power of the shares of Common Stock beneficially owned by SHC and referenced in rows 7 through 10 together with 5,423,606 shares of Series A Preferred Stock held by SHC represent 79.34% of total voting power of the Issuer based on 230,209,142 shares of Common Stock and 5,423,606 shares of Series A Preferred Stock outstanding as of April 25, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8 and 10: Comprised of 174,770,112 shares of Common Stock held by Scilex, Inc., a wholly owned subsidiary of SHC, with which it shares voting and dispositive power over these shares. Note to Row 13: Percent of class beneficially owned is calculated based on 230,209,142 shares of Common Stock outstanding as of April 25, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 13, 2026.


SCHEDULE 13D


Scilex Holding Company
Signature:/s/ Henry Ji
Name/Title:Henry Ji, CEO and President
Date:06/26/2026
Scilex, Inc.
Signature:/s/ Henry Ji
Name/Title:Henry Ji, CEO
Date:06/26/2026

Source: View Original Filing on SEC EDGAR