Unregistered Sales of Equity Securities. The information provided in

Entry into a Material Definitive Agreement. On July 3, 2026, Semnur Pharmaceuticals, Inc. (“the Company”) and iHolding Group LLP, a private investment group headquartered in Almaty, Republic of Kazakhstan (“iHolding”), entered into a binding term sheet (the “Term Sheet”). The Term Sheet contemplates that iHolding will purchase $100,000,000 (the “Proposed Investment”) of newly issued shares of Company common stock, par value $0.0001 per share (the “Company Common Stock”). The purchase price fo…

Termination of a Material Definitive Agreement. deSPAC PIPE As previously disclosed, on September 22, 2025, Semnur Pharmaceuticals, Inc. (formerly known as Denali Capital Acquisition Corp., the “Company”) consummated its business combination with Semnur Inc. (formerly known as Semnur Pharmaceuticals, Inc., the “Subsidiary”) following the Company’s domestication from the Cayman Islands to Delaware (the “Business Combination”), pursuant to which the Subsidiary became a wholly owned subsidiary o…

CEO — Jaisim Shah: The CEO is retiring with an immediate, named internal successor (Henry Ji) who has long-standing ties to the company, indicating an orderly succession rather than a sudden loss of leadership.

prior to the filing of this Current Report and requested that Marcum Asia furnish a letter addressed to the SEC dated September 26, 2025, which is filed as Exhibit 16.1 to this Current Report, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree. Appointment of Pipara & Co LLP Effective upon the Closing, the Board approved the engagement of Pipara & Co LLP (“Pipara”) as the Company’s independent registered public accounting firm for the…

Entry into a Material Definitive Agreement. Amended and Restated Registration Rights Agreement In connection with the Closing, on September 22, 2025, Denali, New Semnur, SHC, Scilex Bio, Inc., Scilex, Inc., and certain shareholders of Denali entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), whereby, Denali, SHC, Scilex Bio, Inc., Scilex, Inc., and certain shareholders of Denali have the right to require the Company, at the Company’s expe…

Material Modification to Rights of Security Holders. In connection with the Domestication and immediately prior to the consummation of the Business Combination, Denali filed a certificate of incorporation with the Secretary of State of the State of Delaware. The material terms of the certificate of incorporation and the general effect upon the rights of holders of Denali’s capital stock are discussed in the Proxy Statement/Prospectus in the sections titled “ Proposal 2—The Domestication Propo…

Changes in Control of Registrant. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “ Proposal 1—The Business Combination Proposal ,” which is incorporated herein by reference. Further reference is made to the information contained in

The excerpt describes the incorporation of compensation and other proxy information by reference following a business combination, rather than disclosing a specific management change or departure.

of this Current Report concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference. Description of Registrant’s Securities to Be Registered The description of New Semnur’s securities is contained in the Proxy Statement/Prospectus in the section titled “ Description of New Semnur Securities ” and that information is incorporated herein by reference. Immediately following the Closing, including rollover equity instruments ( i.e.…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information relating to the D. Boral Promissory Note, the US Tiger Promissory Note, the Sponsor Note and the FutureTech Note provided in

of this Current Report is incorporated herein by reference. Effective as of the Closing, the following people were appointed as directors of the Company: • Class I director: Jay Chun, M.D., Ph.D. and Annu Navani, M.D.; • Class II directors: Dorman Followwill and Yue Alexander Wu, Ph.D.; and • Class III directors: Henry Ji, Ph.D. and Jaisim Shah. Effective as of the Closing, the executive officers of the Company are: • Jaisim Shah, Chief Executive Officer and President; • Henry Ji, Ph.D., Exec…

Regulation FD Disclosure. On September 23, 2025, the Company issued a press release announcing the consummation of the Business Combination. The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. On September 23, 2025, the Company issued a press release announcing the execution of the Semnur/Biconomy SPA. The press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The foregoing (including Exhibi…

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 respec…

The PIPE Shares to be issued in the PIPE Financing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations made by the Purchaser in the Purchase Agreement, including that the Purchaser is an “accredited investor” a…

Other Events. On August 11, 2025, Denali Capital Acquisition Corp. deposited $874.78 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of August 11, 2025 to September 11, 2025.

Entry into a Material Definitive Agreement. Amendment to Merger Agreement As previously disclosed by Denali Capital Acquisition Corp. (the “Company” or “Denali” or “Parent”), Semnur Pharmaceuticals, Inc. (“Semnur”), a Delaware corporation and wholly owned subsidiary of Scilex Holding Company (“Sciex”), entered into an agreement and plan of merger, dated as of August 30, 2024 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated April 16, 2025, the “Merger Agreement”), with…

Other Events. On July 11, 2025, Denali Capital Acquisition Corp. deposited $874.78 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of July 11, 2025 to August 11, 2025.

Other Events. On June 11, 2025, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $874.78 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of June 11, 2025 to July 11, 2025, a copy of which is attached hereto as Exhibit 99.1.

Other Events. On May 9, 2025, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $874.78 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of May 11, 2025 to June 11, 2025, a copy of which is attached hereto as Exhibit 99.1.

Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by Denali Capital Acquisition Corp. (“ Denali ”) with the Securities and Exchange Commission (the “ SEC ”) on September 5, 2024 (the “ Current Report ”), on August 30, 2024, Semnur Pharmaceuticals, Inc. (“ Semnur ”), a Delaware corporation and wholly owned subsidiary of Scilex Holding Company (“ Scilex ”), entered into an agreement and plan of merger (the “ Merger Agreement ”) with Dena…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on October 7, 2024, on October 2, 2024, Denali Capital Acquisition Corp. (the “ Company ”) received a written notice (the “ Notice ”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that th…

Other Events. On March 11, 2025, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $15,036.74 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of March 11, 2025 to April 11, 2025, a copy of which is attached hereto as Exhibit 99.1.

Other Events. On February 11, 2025, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $15,036.74 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of February 11, 2025 to March 11, 2025, a copy of which is attached hereto as Exhibit 99.1.

Other Events. On January 8, 2025, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $15,036.74 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of January 11, 2025 to February 11, 2025, a copy of which is attached hereto as Exhibit 99.1.