Semnur Pharmaceuticals Reports Multiple Material Events

TL;DR

Semnur Pharma (fka Denali Capital) dropped an 8-K detailing a material agreement, acquisition, new debt, and equity sales.

AI Summary

Semnur Pharmaceuticals, Inc. (formerly Denali Capital Acquisition Corp.) filed an 8-K on September 26, 2025, reporting several material events. These include entering into a material definitive agreement, completion of an acquisition, creation of a direct financial obligation, unregistered sales of equity securities, and changes in control. The company, incorporated in Delaware with a fiscal year end of December 31, is located at 960 San Antonio Road, Palo Alto, CA.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial obligations for Semnur Pharmaceuticals, impacting its structure and operations.

Risk Assessment

Risk Level: medium — The filing details multiple significant events including acquisitions, financial obligations, and equity sales, which can introduce complexity and risk.

Key Numbers

• 20250926 — Filing Date (Date the 8-K was filed with the SEC.)
• 20250922 — Report Period End Date (The period the report covers.)

Key Players & Entities

• Semnur Pharmaceuticals, Inc. (company) — Filer
• Denali Capital Acquisition Corp. (company) — Former company name
• 0001913577 (company) — Central Index Key
• 960 SAN ANTONIO ROAD (company) — Business Address
• PALO ALTO (company) — Business City
• CA (company) — Business State
• 94303 (company) — Business Zip Code
• 2022022 (company) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share SMNR * Warrants to purc
• $11.50 — mon stock, each at an exercise price of $11.50 per share SMNRW * * On April 16,
• $54,236,058 — e Business Combination, SHC contributed $54,236,058 of outstanding intercompany indebtednes
• $2,500,000,000.00 — l to the quotient of (a) the sum of (i) $2,500,000,000.00 plus (ii) the product of (A) the produc
• $10 — ultiplied by (2) 1.25 multiplied by (B) $10.00, divided by (b) $10.00. The foregoi
• $10.00 — ultiplied by (B) $10.00, divided by (b) $10.00. The foregoing description of the Busi
• $2,887,500 — nderwriters an aggregate cash amount of $2,887,500 as a deferred discount (the "Deferred D
• $866,250 — ali Underwriters have agreed to receive $866,250 of the aggregate $2,887,500 Deferred Di
• $2,021,250 — issued at the closing and the remaining $2,021,250 of the aggregate Deferred Discount owed
• $175,000 — d Discount Agreement, D. Boral received $175,000 in cash and 50,000 shares of New Semnur
• $1,325,000 — oral a promissory note in the amount of $1,325,000 (the "D. Boral Promissory Note"). The p
• $150,000 b — payable in nine monthly installments of $150,000 beginning on October 1, 2025. Notwithstan
• $1,806,366 — Denali was obligated to pay the Sponsor $1,806,366.78, comprised of the outstanding princi
• $2,000,000 — enali that were held by the Sponsor for $2,000,000 in cash (the "Sponsor SIPA cash") and 3
• $69,973 — prior to the Closing, SHC had advanced $69,973 to the Sponsor (the "Cash Advance"). O

Filing Documents

• d68253d8k.htm (8-K) — 175KB
• d68253dex31.htm (EX-3.1) — 38KB
• d68253dex32.htm (EX-3.2) — 60KB
• d68253dex33.htm (EX-3.3) — 166KB
• d68253dex102.htm (EX-10.2) — 114KB
• d68253dex105.htm (EX-10.5) — 30KB
• d68253dex106.htm (EX-10.6) — 17KB
• d68253dex107.htm (EX-10.7) — 30KB
• d68253dex108.htm (EX-10.8) — 16KB
• d68253dex109.htm (EX-10.9) — 20KB
• d68253dex1010.htm (EX-10.10) — 16KB
• d68253dex1011.htm (EX-10.11) — 15KB
• d68253dex1012.htm (EX-10.12) — 16KB
• d68253dex1013.htm (EX-10.13) — 10KB
• d68253dex1014.htm (EX-10.14) — 127KB
• d68253dex1015.htm (EX-10.15) — 79KB
• d68253dex1016.htm (EX-10.16) — 81KB
• d68253dex1017.htm (EX-10.17) — 80KB
• d68253dex161.htm (EX-16.1) — 3KB
• d68253dex211.htm (EX-21.1) — 1KB
• d68253dex991.htm (EX-99.1) — 19KB
• d68253dex992.htm (EX-99.2) — 18KB
• d68253dex993.htm (EX-99.3) — 175KB
• d68253dex994.htm (EX-99.4) — 111KB
• d68253dex995.htm (EX-99.5) — 219KB
• d68253dex996.htm (EX-99.6) — 36KB
• g68253g0909042623228.jpg (GRAPHIC) — 4KB
• g68253g0923181802918.jpg (GRAPHIC) — 5KB
• g68253g0925024530032.jpg (GRAPHIC) — 5KB
• 0001193125-25-220455.txt ( ) — 2251KB
• smnr-20250922.xsd (EX-101.SCH) — 3KB
• smnr-20250922_def.xml (EX-101.DEF) — 16KB
• smnr-20250922_lab.xml (EX-101.LAB) — 26KB
• smnr-20250922_pre.xml (EX-101.PRE) — 17KB
• d68253d8k_htm.xml (XML) — 8KB

Forward-Looking Statements

Forward-Looking Statements . Certain statements contained in this Current Report and in the documents incorporated herein by reference may constitute "forward-looking statements" for purposes of federal securities laws. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words " anticipate ," " believe ," " contemplate ," " continue ," " could ," " estimate ," " expect ," " intends ," " may ," " might ," " plan ," " possible ," " potential ," " predict ," " project ," " should ," " will ," " would " and similar expressions (including the negative of any of the foregoing) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for example, but are not limited to, statements about: New Semnur's public securities' potential liquidity and trading; New Semnur's ability to raise financing in the future; New Semnur's expected use of proceeds from future issuances of equity or convertible debt securities; New Semnur's future financial performance, including its revenue, costs of revenue and operating expenses; New Semnur's ability to realize the anticipated benefits of the Business Combination; the ability of New Semnur to attract and retain qualified directors, officers, employees and key personnel; the ability of New Semnur to compete effectively in a highly competitive market; the competition from larger pharmaceutical companies that have greater resources, technology, relationships and/or expertise; the ability to protect and enhance New Semnur's corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in New Semnur's industry;

View Full Filing

View this 8-K filing on SEC EDGAR