Semnur Pharma and Denali Capital sign merger agreement

Palo Alto, USA-based Semnur Pharmaceuticals, a wholly owned subsidiary of Scilex Holding (Nasdaq: SCLX), and Denali Capital Acquisition and special purpose acquisition company (Nasdaq: DECA, the “SPAC”), have signed an agreement and plan of merger for a proposed business combination, by and among Semnur, the SPAC and Denali Merger Sub, which provides for a pre-transaction equity value of Semnur at $2.5 billion.

Prior to the closing of the transaction, the SPAC will be redomesticated as a Delaware corporation. Upon closing of the deal, the combined company will be renamed Semnur Pharmaceuticals, and its common stock and warrants are expected to be listed on Nasdaq under the ticker symbols SMNR and SMNRW, respectively.

The boards of directors of each of the SPAC, Semnur and Scilex have unanimously approved the proposed transaction. The closing of the transaction, which is expected to occur by the first quarter of 2025, is subject to the approval of the SPAC’s shareholders, any applicable regulatory approval, and the satisfaction or waiver of certain other closing conditions.