Semnur Pharmaceuticals Inc 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number: 001-41351 Semnur Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Registrant’s telephone number, including area code: (650) 422-7515 * On April 16, 2025, the registrant’s securities were suspended from trading on The Nasdaq Capital Market. On April 17, 2025, the registrant’s securities begantrading on the OTCQB marketplace maintained by the OTC Markets Group, Inc. under the symbols “DNQAF”, “DNQWF” and “DNQUF.” In connection with thedomestication and business combination discussed herein, on September 23, 2025, registrant’s securities began trading on the OTCQB marketplace maintained bythe OTC Markets Group, Inc. under the symbols “SMNR” and “SMNRW”. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of April 25, 2026, the registrant had 230,209,142 shares of common stock outstanding. INDEX TO FINANCIAL STATEMENTSSEMNUR PHARMACEUTICALS, INC. PART I.FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of Operations and Comprehensive LossCondensed Consolidated Statement of Stockholders' DeficitCondensed Consolidated Statements of Cash FlowsNotes to CondensedConsolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds101Item 3.Defaults Upon Senior Securities101Item 4.Mine Safety Disclosures101Item 5.Other Information101Item 6.Exhibits102Signatures104 SEMNUR PHARMACEUTICALS, INC. In this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to the “Company”, “Semnur”, “we”, “us”,“our”, and similar terms refer to Semnur Pharmaceuticals, Inc., a Delaware corporation formerly known as Denali CapitalAcquisition Corp. (“Denali”), and its consolidated subsidiaries. References to “Legacy Semnur” refer to the private Delawarecorporation that is now our wholly owned subsidiary and named Semnur, Inc. (formerly known as “Semnur Pharmaceuticals,Inc.”). On September 22, 2025, we consummated a business combination pursuant to an agreement and plan of merger, dated as of August30, 2024 (the “Initial Merger Agreement,” as amended by Amendment No. 1 to Agreement and Plan of Merger, dated April 16,2025, “Amendment No. 1 to the Initial Merger Agreement” and Amendment No. 2 to Agreement and Plan of Merger, dated July22, 2025, “Amendment No. 2 to the Initial Merger Agreement” and collectively, the “Merger Agreement”), by and among Denali,Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (“Merger Sub”), and Legacy Semnur.Pursuant to the terms of the Merger Agreement, the business combination (herein referred to as the “Business Combination” or“reverse recapitalization” for accounting purposes) between Denali and Legacy Semnur was effected through the merger of MergerSub with and into Legacy Semnur with Legacy Semnur surviving as Denali’s wholly owned subsidiary. In connection with theBusiness Combination, Denali changed its name from Denali Capital Acquisition Corp. to Semnur Pharmaceuticals, Inc. Unless otherw