Semnur Pharmaceuticals, Inc. (SMNR): M&A transaction — Semnur completes de-SPAC merger with Denali; trades under SMNR on OTCQB

On September 22, 2025, prior to the Closing, Denali and D. Boral entered a Satisfaction and Discharge of Indebtedness Agreement (the “D. Boral Agreement”), pursuant to which, in lieu of the Common Stock Consideration and Deferred discount owed to D. Boral under the Deferred Discount Agreement, D. Boral received $175,000 in cash and 50,000 shares of New Semnur Common Stock (the “D. Boral Shares”) and Denali issued to D. Boral a promissory note in the amount of $1,325,000 (the “D. Boral Promissory Note”).

On September 22, 2025, prior to the Closing, Denali and US Tiger also entered a Satisfaction and Discharge of Indebtedness Agreement (the “US Tiger Agreement”), pursuant to which, in lieu of the Common Stock Consideration and Deferred discount owed to US Tiger under the Deferred Discount Agreement, US Tiger received $175,000 in cash and 50,000 shares of New Semnur Common Stock (the “US Tiger Shares”) and Denali issued to US Tiger a promissory note in the amount of $1,325,000 (the “US Tiger Promissory Note”).

on September 22, 2025, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.

As a result of the Business Combination, the Company ceased to be a shell company upon the Closing of the Business Combination.

The bylaws of Denali became the bylaws of New Semnur (the “Bylaws”).

In connection with the Closing, Denali changed its corporate name of “Denali Capital Acquisition Corp.” to “Semnur Pharmaceuticals, Inc.” and restated its certificate of incorporation (the “Restated Charter”) to remove provisions relating to the incorporator and initial board of directors following the Domestication and prior to the Effective Time.

On September 22, 2025 (the "Closing Date"), as contemplated by the Merger Agreement and described in the section of the Proxy Statement/Prospectus titled " Proposal 1—The Business Combination Proposal, " New Semnur consummated the merger transaction contemplated by the Merger Agreement (the "Closing"), whereby Merger Sub merged with and into Legacy Semnur, the separate corporate existence of Merger Sub ceased and Legacy Semnur became the surviving corporation and a wholly owned subsidiary of New Semnur (the "Merger" and, together with the Domestication, the "Business Combination").

On September 22, 2025 (the "Closing Date"), as contemplated by the Merger Agreement and described in the section of the Proxy Statement/Prospectus titled " Proposal 1—The Business Combination Proposal, " New Semnur consummated the merger transaction contemplated by the Merger Agreement (the "Closing"), whereby Merger Sub merged with and into Legacy Semnur, the separate corporate existence of Merger Sub ceased and Legacy Semnur became the surviving corporation and a wholly owned subsidiary of New Semnur (the "Merger" and, together with the Domestication, the "Business Combination").