Denali Capital Acquisition Corp. Files 8-K

TL;DR

Denali Capital Acquisition Corp. filed an 8-K on Aug 20, 2025, detailing a material agreement and equity sales.

AI Summary

Denali Capital Acquisition Corp. entered into a Material Definitive Agreement on August 20, 2025. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing pertains to Denali's ordinary shares and warrants, with warrants exercisable for one ordinary share at $11.50 per share.

Why It Matters

This 8-K filing indicates significant corporate actions and financial reporting for Denali Capital Acquisition Corp., potentially impacting its stock and warrant holders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-41351 — SEC File Number (Identifies the specific filing for Denali Capital Acquisition Corp.)
• $11.50 — Warrant Exercise Price (The price at which warrants can be exercised for ordinary shares.)

Key Players & Entities

• Denali Capital Acquisition Corp. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• 001-41351 (other) — SEC File Number
• $11.50 (dollar_amount) — Warrant exercise price

FAQ

Key Financial Figures

• $0.0001 — nt Class A ordinary shares, par value $0.0001 per share DNQAF OTCQB Warrants, e
• $11.50 — ordinary share at an exercise price of $11.50 per share DNQWF OTCQB Indicate by
• $16.00 — e purchase price for the PIPE Shares is $16.00 per share, for an aggregate purchase pr
• $20,000,000 — are, for an aggregate purchase price of $20,000,000 (the "PIPE Financing"). The closing o

Filing Documents

• ea0254236-8k425_denali.htm (8-K) — 54KB
• ea025423601ex10-1_denali.htm (EX-10.1) — 180KB
• 0001213900-25-079504.txt ( ) — 494KB
• dnquf-20250820.xsd (EX-101.SCH) — 4KB
• dnquf-20250820_def.xml (EX-101.DEF) — 27KB
• dnquf-20250820_lab.xml (EX-101.LAB) — 37KB
• dnquf-20250820_pre.xml (EX-101.PRE) — 25KB
• ea0254236-8k425_denali_htm.xml (XML) — 7KB

From the Filing

UNITED 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): August 20, 2025 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41351 98-1659463 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 437 Madison Avenue 27th Floor New York , New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 646 ) 978-5180 Not Applicable (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 communication 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-commencements 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 Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one redeemable warrant DNQUF Pink Current Class A ordinary shares, par value $0.0001 per share DNQAF OTCQB Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share DNQWF OTCQB 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 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 20, 2025, Denali Capital Acquisition Corp., a Cayman Islands exempted company (the "Company" or "Denali"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Semnur Pharmaceuticals, Inc., a Delaware corporation ("Semnur"), and the purchaser party thereto (the "Purchaser"). There are no material relationships between the Company or its affiliates and the Purchaser, other than in respect of the Purchase Agreement. Pursuant to the Purchase Agreement, the Purchaser has agreed to purchase an aggregate of 1,250,000 shares of common stock, par value $0.0001 per share (the "PIPE Shares"), of the combined company ("New Semnur") following the consummation of the transactions (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated August 30, 2024, as amended on April 16, 2025, and July 22, 2025 (the "Merger Agreement"), by and among the Company, Semnur, and Denali Merger Sub Inc. The purchase price for the PIPE Shares is $16.00 per share, for an aggregate purchase price of $20,000,000 (the "PIPE Financing"). The closing of the PIPE Financing is subject to customary conditions and is expected to occur immediately following the consummation of the Business Combination. The Purchase Agreement also provides that, no earlier than the closing of the PIPE Financing and no later than 20 business days following the closing of the Business Combination, Semnur will cause to be deposited into an escrow account an aggregate of 12,000,000 shares of New Semnur common stock beneficially owned by its parent company, Scilex Holding Company, pursuant to the terms of a Securities Escrow Agreement to be entered into by Semnur, the Purchaser and an escrow agent. The Purchase Agreement contains customary representations, warranties, and covenants of the parties thereto. The Purchase Agreement may be terminated under certain circumstances, including if the closing of the PIPE Financing has not occurred on or before December 31, 2025. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. The information regarding the Purchase Agreement and the PIPE Financing set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Shares to be issued in the PIPE Financing will not be reg

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