8-K
Semnur Pharmaceuticals, Inc. (SMNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):April 11, 2025
DENALI CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in itscharter)
| Cayman Islands | 001-41351 | 98-1659463 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 437 Madison Avenue27th FloorNew 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 sincelast 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements communications<br>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 | DECAU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | DECA | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | DECAW | The Nasdaq Stock Market LLC |
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 5.07. Submission of Matters to a Vote of Security Holders.
On April 10, 2025, Denali Capital Acquisition Corp. (the “Company”) convened an extraordinary general meeting of shareholders in lieu of an annual general meeting (the “Meeting”). The Meeting was adjourned on April 10, 2025, and reconvened and concluded on April 11, 2025.
As of March 24, 2025, the record date for the Meeting (the “Record Date”), there were 3,324,337 Ordinary Shares outstanding and entitled to vote, consisting of 1,261,837 Class A ordinary shares and 2,062,500 Class B ordinary shares (collectively, the “Ordinary Shares”). At the reconvened Meeting on April 11, 2025, a total of 2,533,131 Ordinary Shares, representing approximately 76.20% of the Ordinary Shares outstanding and entitled to vote as of the Record Date, were present in person or represented by proxy, constituting a quorum for the transaction of business.
The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Meeting are set forth below. No directors were elected at the Meeting.
Proposal 1: The Extension AmendmentProposal
This proposal sought approval, by way of special resolution, to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company must consummate an initial business combination from April 11, 2025, to December 11, 2025, by allowing the Company to elect to extend the date on a monthly basis for up to eight (8) times by an additional one month each time, subject to the deposit of certain funds into the Company’s trust account for each such one-month extension (the “Extension Amendment Proposal”).
The Extension Amendment Proposal was voted upon at the reconvened session of the Meeting on April 11, 2025. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 2,530,164 | 2,967 | 0 | 0 |
Based on the voting results, the Extension Amendment Proposal was approved. The amendment to the Company’s Articles giving effect to the Extension Amendment Proposal is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to the Company’s shareholders.
Proposal 2: The Adjournment Proposal
This proposal sought approval, by way of ordinary resolution, to approve the adjournment of the Meeting to a later date or dates (the “Adjournment Proposal”).
The Adjournment Proposal was presented and acted upon based on proxies submitted prior to the initial session of the Meeting on April 10, 2025. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 2,530,163 | 2,968 | 0 | 0 |
Based on the voting results, the Adjournment Proposal was approved, and the Meeting was adjourned to reconvene on April 11, 2025. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to the Company’s shareholders at the reconvened session on April 11, 2025.
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Item 8.01. Other Events.
Redemption Results
In connection with the Meeting, shareholders holding approximately 708,098 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $8,617,552.66 (representing approximately $12.17 per share) is expected to be removed from the Trust Account to pay such holders. Following redemptions, the Company will have approximately 43,739 Class A ordinary shares outstanding. The figures related to the number of shares redeemed and the total redemption amount are preliminary and subject to final confirmation by the Company’s transfer agent.
Extension Funding Deposit
On April 11, 2025, subsequent to receiving shareholder approval for the Extension Amendment Proposal as reported under Item 5.07 of this Current Report on Form 8-K, the Company deposited $874.78 into the Company’s trust account (the “Trust Account”). This deposit effectuated the first one-month extension permitted under the approved amendment, extending the date by which the Company must consummate an initial business combination from April 11, 2025, to May 11, 2025. The deposit amount represents $0.02 per Class A ordinary share outstanding following redemptions in connection with the Meeting.
The deposit was funded with proceeds drawn under the Company’s existing convertible promissory note with a principal amount of up to $180,000 issued by the Company to Scilex Holding Company (Nasdaq: SCLX, “Scilex”), which bears no interest and is repayable on the earlier of the effective date of the consummation of the Company’s initial business combination or the date of the liquidation of the Company. Upon the closing of a business combination, the note is convertible, at Scilex’s discretion, into the Company’s Class A ordinary shares at a conversion price of $10.00 per share. Any future drawdowns of the remaining $58,670.30 principal amount available under the convertible promissory note are expected to fund future one-month extensions as necessary to provide additional time for the Company to complete a business combination.
Press Release
On April 14, 2025, the Company issued a press release relating to certain matters described in Item 5.07 and this Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are subject to numerous conditions, risks, and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and the Definitive Proxy Statement filed with the Securities and Exchange Commission on March 27, 2025. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as may be required by applicable law.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association. |
| 99.1 | Press Release, dated April 14, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DENALI CAPITAL ACQUISITION CORP. | ||
|---|---|---|
| Date: April 15, 2025 | By: | /s/ Lei Huang |
| Name: | Lei Huang | |
| Title: | Chief Executive Officer |
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Exhibit 3.1
AMENDMENTS TO THEAMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATIONOFDENALI CAPITAL ACQUISITION CORP.
“RESOLVED, as a special resolution that the Company’s Amended and Restated Memorandum and Articles of Association be amended by deleting Article 49.7 in its entirety and replacing it with the following:
49.7 In the event that the Company does not consummate a Business Combination by April 11, 2025 (the “Termination Date”), or either (i) such earlier date as determined by the Directors or (ii) such later time as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
|---|---|
| (b) | as promptly as reasonably possible but not more than ten business<br>days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the<br>Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes<br>payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption<br>will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions,<br>if any); and |
| --- | --- |
| (c) | as promptly as reasonably possible following such redemption,<br>subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
| --- | --- |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other provision of the Articles, without the need for any further approval of the Members, the Directors may, if requested by the Sponsor or its Affiliates or permitted designees or a third party and upon five days advance notice prior to the applicable deadline, extend the Termination Date by up to eight (8) times, each by an additional one month (each, an “Extended Termination Date”), subject to the Sponsor, or its Affiliates or permitted designees, depositing in proceeds into the Trust Account on or prior to the date of the applicable deadline, US$0.02 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.”
Exhibit 99.1
Denali Capital Acquisition Corp. Announces Shareholder Approval of Extension of Deadline to Complete BusinessCombination
NEW YORK, NEW YORK, April14, 2025 (GLOBE NEWSWIRE) --Denali Capital Acquisition Corp. (NASDAQ:DECA) (the “Company”) announced today that on April 11, 2025, the Company’s shareholders voted in favor of approving amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company must consummate an initial business combination from April 11, 2025 to December 11, 2025 by electing to extend the date to consummate an initial business combination on a monthly basis for up to eight times by an additional one month each time (the “Extension”).
The Company also announced today that on April 11, 2025, the Company deposited into the Company’s trust account (the “Trust Account”) $874.78, representing the $0.02 per public share issued and outstanding that were not delivered for redemption in connection with the extraordinary general meeting. This deposit was funded via the Company’s existing convertible promissory note with a principal amount of up to $180,000 issued by the Company to Scilex Holding Company (Nasdaq: SCLX, “Scilex”), which bears no interest and is repayable on the earlier of the effective date of the consummation of the Company’s initial business combination or the date of the liquidation of the Company. Upon the closing of a business combination, the note is convertible, at Scilex’s discretion, into the Company’s Class A ordinary shares at a conversion price of $10.00 per share. Any future drawdowns of the remaining $ principal amount available under the convertible promissory note are expected to fund future one-month extensions as necessary to provide additional time for the Company to complete a business combination.
A Current Report on Form 8-K disclosing the full voting results will be filed with the U.S. Securities and Exchange Commission (the “SEC”).
About the Company
Denali Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
Participants in the Solicitation
The Company, its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extension. Information regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests are contained in the definitive proxy statement relating to the Shareholder Meeting (the “Definitive Proxy Statement”).
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information andWhere to Find It
On March 27, 2025, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to the Company’s proxy solicitor, Advantage Proxy, Inc., at P.O. Box 10904 Yakima, WA 98909, Toll-Free (877) 870-8565 or Collect (206) 870-8565, Email: ksmith@advantageproxy.com.
Forward-Looking Statements
This press release includes forward looking statements that involve risks and uncertainties. Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Info: 646-978-3133