Denali Capital enters $20M PIPE at $16/share and 12M share escrow for Semnur merger

Semnur Pharmaceuticals, Inc.

PIPE purchase of 1.25M shares at $16.00 each for $20M total from a single purchaser.
Shares sold exempt under Section 4(a)(2) and Rule 506(b); restricted securities.
Semnur to deposit 12M shares of New Semnur common stock into escrow within 20 business days post-closing.
Closing conditioned on business combination; termination date for PIPE is Dec 31, 2025.
Merger agreement (amended) with Denali Merger Sub Inc. and Semnur; S-4 effective Aug 12, 2025.

item 1.01item 3.02item 9.01

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