Denali Capital Acquisition Corp.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 17:48

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Scilex Holding Co
2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2025
3. Issuer Name and Ticker or Trading Symbol
Denali Capital Acquisition Corp. [SMNR]
(Last) (First) (Middle)
960 SAN ANTONIO RD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
PALO ALTO, CA 94303
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 193,750,000(1) I(2) By Scilex, Inc.
Common Stock 6,250,000 I(3) By Scilex Bio, Inc.
Common Stock 1,054,849 D(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scilex Holding Co
960 SAN ANTONIO RD
PALO ALTO, CA 94303
X
Scilex, Inc.
960 SAN ANTONIO RD
PALO ALTO, CA 94303
X

Signatures

/s/ Henry Ji, Scilex Holding Company, Chief Executive Officer and President 09/23/2025
**Signature of Reporting Person Date
/s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President 09/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of the Common Stock of the Issuer (f/k/a Denali Capital Acquisition Corp. ("Denali")) received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025), by and among the Issuer, Denali Merger Sub, Inc., a wholly owned subsidiary of the Issuer, and the company formerly known as Semnur Pharmaceuticals, Inc. ("Old Semnur"). Upon consummation of the Business Combination, the reporting entities' shares of the common stock of Old Semnur were exchanged for the shares of Common Stock of the Issuer reported in this row, based on an exchange ratio of 1.25 to 1.
(2) Scilex, Inc. is the direct owner of the 193,750,000 shares of the Issuer's Common Stock set forth in this row. Scilex, Inc. is a subsidiary of Scilex Holding Company.
(3) Scilex Bio, Inc. is the direct owner of 6,250,000 shares set forth in this row. Scilex Bio, Inc. is a majority-owned subsidiary of Scilex Holding Company.
(4) Comprised of: (i) 542,361 shares of Common Stock issued pursuant to the Business Combination upon the exchange of 5,423,606 shares of Series A Preferred Stock of Old Semnur (each share of Series A Preferred Stock of Old Semnur was exchanged for one share of Series A Preferred Stock of the Issuer and 1/10th of a share of Common Stock of the Issuer), (ii) 500,000 shares of Common Stock purchased by Scilex Holding Company prior to the Business Combination, and (iii) 12,488 shares of Common Stock issued upon conversion of the Convertible Promissory Note previously issued by Denali Capital Acquisition Corp. to Scilex Holding Company, which was converted upon consummation of the Business Combination.
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Denali Capital Acquisition Corp. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 23:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]