Semnur Pharmaceuticals Inc美股招股说明书(2026-07-01版)

Up to 203,737,349 Shares of Common StockUp to 7,432,122 Shares of Common Stock Issuable Upon the Exercise of WarrantsUp to 510,000 Warrants This prospectus supplement supplements the prospectus dated May 12, 2026 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (No. 333-290995) for which Post-Effective Amendment No. 1 was filed with the Securities andExchange Commission on May 12, 2026 and declared effective by the Securities and Exchange Commission on May 18, 2026. Thisprospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained inour Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 25, 2026 (the “Current Report”).Accordingly, we have attached the Current Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 7,432,122 shares of ourcommon stock, par value $0.0001 per share (“Common Stock”), issuable upon the exercise of (i) 510,000 private placementwarrants (the “Private Warrants” and such shares issuable upon exercise, the “Private Warrant Shares”) originally sold in aprivate placement in connection with the initial public offering of Denali Capital Acquisition Corp. (“Denali”) and (ii) 6,922,122public warrants (the “Public Warrants” and such shares issuable upon exercise, the “Public Warrant Shares”) originally sold tothe public investors in connection with the initial public offering of Denali (the Public Warrants and the Private Warrants beingreferred to herein together as the “Warrants”). We will not receive the proceeds from the resale of the Private Warrant Shares orthe Public Warrant Shares hereunder; however, we will receive the proceeds from the exercise of any Private Warrants and thePublic Warrants. The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by: (a) the sellingstockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest)(collectively, the “Selling Stockholders”) of up to an aggregate of 203,737,349 shares of our Common Stock (the “ResaleShares”), consisting of: (i) up to 2,072,500 shares of Common Stock (the “Sponsor Shares”) held by Jiandong “Peter” Xu,FutureTech Capital LLC (“FutureTech”) (such holdings of Jiandong “Peter” Xu and FutureTech were transferred to such partiesby Denali Capital Global Investments LLC prior to the closing of the Business Combination), Huifeng Chang, Lei Huang, JimMao, You “Patrick” Sun and Kevin Vassily that were issued on September 22, 2025 upon conversion of the same number of ourformer ordinary shares in connection with the Domestication and the Business Combination (each as defined below); (ii) up to510,000 Private Warrant Shares; (iii) up to 188,554,849 shares of Common Stock (the “Scilex Shares”) held by Scilex HoldingCompany (“Scilex”) and certain of its subsidiaries; (iv) up to 100,000 shares of Common Stock (the “Underwriter Shares”)issued to certain underwriters of the initial public offering of Denali upon consummation of the Business Combination as part ofa deferred underwriting discount pursuant to that certain Deferred Discount Agreement, dated November 20, 2023, by andamong Denali, US Tiger Securities, Inc. (“US Tiger”) and D. Boral Capital, LLC (f/k/a EF Hutton LLC) (“D. Boral”), whichsuch deferred discount was subsequently amended by the Satisfaction and Discharge Agreements Denali entered into with eachof US Tiger and D. Boral on September 22, 2025 immediately prior to the consummation of the Business Combination; and (v)up to 12,500,000 shares of Common Stock (the “Biconomy Resale Shares”) held by Biconomy PTE.LTD; and (b) the sellingwarrantholder named in this prospectus (including such warrantholder’s permitted transferees, donees, pledgees and othersuccessors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Stockholders, the “SellingSecurityholders”) of up to 510,000 Private Warrants. On September 22, 2025, we consummated the previously announced business combination (the “Business Combination”)pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2024 (as amended, restated or supplemented fromtime to time, including by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 16, 2025 and Amendment No.2 to Agreement and Plan of Merger, dated as of July 22, 2025) (the “Merger Agreement”), by and among us, Denali Merger SubInc., our then-wholly owned subsidiary (the “Merger Sub”), and the pre-Business Combination Semnur Pharmaceuticals, Inc.(now known as Semnur, Inc., “Legacy Semnur”). We are registering the issuance by us of up to 6,922,122 shares of CommonStock upon the exercise of the Public Warrants as required under the terms of the Warrant Agreement, dated as of April 6, 2022,betweenDenali Capital Acquisition Corp.(now known as Sem