8-K
filed October 11, 2023, 7:59 PM ET
ticker SMNR
CIK 0001913577
other material
confidence high
sentiment neutral
materiality 0.75
Semnur Pharmaceuticals, Inc. (SMNR): debt financing — Denali Capital extension approved, ~$40.5M redeemed, up to $450k promissory note
Semnur Pharmaceuticals, Inc.
- Shareholders approved extension to July 11, 2024 with monthly $50k deposits; $50k deposited for first month.
- Approx 3.7M public shares redeemed for $40.5M ($10.92/share); public float reduced to ~4.54M shares.
- Issued convertible promissory note up to $450k to FutureTech Capital (initial $50k), convertible at $10/share upon business combination.
- Also approved founder share early conversion and removal of $5M net tangible asset redemption limitation.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Semnur Pharmaceuticals, Inc. incurred convertible notes of up to $450,000 with FutureTech Capital LLC maturing upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company.
- Instrument
- convertible notes
- Principal
- up to $450,000
- Counterparty
- FutureTech Capital LLC
- Maturity
- upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company
- Event
- incurrence
Exact text from the filing
issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $450,000 to FutureTech Capital LLC
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Semnur Pharmaceuticals, Inc.: Amended the amended and restated memorandum and articles of association to extend the date to consummate an initial business combination from October 11, 2023 to July 11, 2024, with monthly extension options (effective 2023-10-11).
- Change
- charter amendment
- Effective
- 2023-10-11
Exact text from the filing
Effective upon the approval of the Article Amendment Proposals, on October 11, 2023, the amended and restated memorandum and articles of association of the Company were amended pursuant to the resolutions set forth as Annex A, Annex B and Annex C to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities and Exchange Commission on September 25, 2023, as amended on September 28, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Semnur Pharmaceuticals, Inc. entered into Convertible Promissory Note with FutureTech Capital LLC valued at total principal amount of up to $450,000 (effective 2023-10-11).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- FutureTech Capital LLC
- Value
- total principal amount of up to $450,000
- Effective
- 2023-10-11
Exact text from the filing
On October 11, 2023, Denali Capital Acquisition Corp. (the “Company”) issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $450,000 to FutureTech Capital LLC, a Delaware limited liability company (“FutureTech”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Semnur Pharmaceuticals, Inc. shareholders approved Extension Amendment Proposal to extend the date to consummate an initial business combination from October 11, 2023 to July 11, 2024 at the 2023-10-11 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-11
Exact text from the filing
Extension Amendment Proposal For Against Abstain Broker Non-Votes 8,934,390 573,143 0 0 Accordingly, the Extension Amendment Proposal was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Semnur Pharmaceuticals, Inc. shareholders approved Founder Share Amendment Proposal to permit conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to initial business combination at the 2023-10-11 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-11
Exact text from the filing
Founder Share Amendment Proposal For Against Abstain Broker Non-Votes 8,934,389 573,144 0 0 Accordingly, the Founder Share Amendment Proposal was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Semnur Pharmaceuticals, Inc. shareholders approved Redemption Limitation Amendment Proposal to eliminate the limitation that the Company may not redeem Public Shares in an amount that would cause net tangible assets to be less than $5,000,001 at the 2023-10-11 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-11
Exact text from the filing
Redemption Limitation Amendment Proposal For Against Abstain Broker Non-Votes 8,934,390 573,143 0 0 Accordingly, the Redemption Limitation Amendment Proposal was approved.
View on SEC.gov
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