--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-003253" form_type: "8-K" ticker: "SMNR" cik: "0001913577" company_name: "Semnur Pharmaceuticals, Inc." filed_at: "2023-10-11T23:59:59+00:00" generated_at: "2026-06-10T01:50:02.261458+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Denali Capital extension approved, ~$40.5M redeemed, up to $450k promissory note ## Summary - 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. ## SEC filing metadata - accession: 0001013762-23-003253 - form_type: 8-K - ticker: SMNR - cik: 0001913577 - company_name: Semnur Pharmaceuticals, Inc. - filed_at: 2023-10-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/ea186607-8k425_denalicap.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-003253 - JSON: https://secwatch.observer/filing/0001013762-23-003253.json - Plain text: https://secwatch.observer/filing/0001013762-23-003253.txt ## Key facts - Debt Financings 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 source text: issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $450,000 to FutureTech Capital LLC evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - Shareholder Votes 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 source text: Extension Amendment Proposal For Against Abstain Broker Non-Votes 8,934,390 573,143 0 0 Accordingly, the Extension Amendment Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1913577/000101376223003253/0001013762-23-003253-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.