Scilex unit Semnur amends Denali merger deal, moves outside date to September 30, 2025

Semnur Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Scilex Holding Company (Nasdaq: SCLX), signed Amendment No. 1 on April 16, 2025 to its merger agreement with Denali Capital Acquisition Corp., a Cayman Islands exempted company. Scilex reported the amendment in an 8-K filed April 21, 2025.

The original agreement was signed on August 30, 2024, with Denali and a Denali merger subsidiary. Under it, the merger subsidiary merges into Semnur, and Semnur survives as a wholly owned subsidiary of Denali. Scilex disclosed the original agreement in an 8-K filed September 3, 2024. The 8-K calls the combination the Business Combination.

What the amendment changes

The amendment makes three changes. It modifies the covenants of the parties to address the delisting of Denali's units, Class A shares and warrants, which the filing calls the Parent Securities, from the Nasdaq Capital Market, and their later quotation on the OTC Markets Group. It requires Denali to amend its organizational documents so that it can complete a business combination by December 11, 2025, or another date that Semnur and Denali agree on. And it moves the Outside Date to September 30, 2025.

The Outside Date is subject to one condition. If an extension amendment, as defined in the merger agreement as amended, is in effect, the Outside Date becomes the Extension Date instead.

The vote and the registration statement

Denali has filed a Form S-4 registration statement, which includes a preliminary proxy statement and prospectus for the Business Combination. Denali will mail a definitive proxy statement and final prospectus to its shareholders once a record date is set. Denali shareholders will vote on the Business Combination at an extraordinary general meeting, and the 8-K says the definitive materials will be mailed to shareholders of record as of that date.

The April 8-K does not give the exchange ratio, the size of Denali's trust account, or the cash the combined company would hold after closing. Those figures would be needed to judge what a Denali shareholder receives.

Why Semnur matters to Scilex

Semnur is the subsidiary that would be combined with Denali, so its assets and liabilities would move into the listed vehicle if the deal closes. Scilex's annual report for 2024, filed March 31, 2025, describes SP-102, a viscous gel formulation of a corticosteroid for epidural injections aimed at sciatica, which it says it acquired from Semnur Pharmaceuticals in March 2019. The report says the company has completed a Phase 3 study of SP-102.

The annual report also describes Scilex as a revenue-generating company focused on non-opioid pain products. Its commercial products are ZTlido, a lidocaine topical system approved for pain from postherpetic neuralgia, ELYXYB, an oral solution for acute migraine, and GLOPERBA, a liquid colchicine for gout flare prophylaxis that launched in June 2024. Besides SP-102, it lists SP-103 as a ZTlido formulation with a completed Phase 2 trial in acute low back pain, and SP-104 as a low-dose naltrexone capsule for fibromyalgia, for which Phase 1 trials were completed. ZTlido is manufactured for Scilex by Oishi Koseido Co., Ltd. in Japan, on which the company relies exclusively. The 8-K does not describe how the merger would change that business.

What the filing leaves open

The amendment addresses the planned move of Denali's securities off the Nasdaq Capital Market. The 8-K's forward-looking statements list as risks the amount of redemption requests from Denali shareholders, the inability to obtain or maintain a listing for the post-deal company on Nasdaq or OTC Markets, and the outcome of any legal proceedings after the announcement. They also list the risk that stockholders of Semnur or shareholders of Denali do not approve the deal, and the risk of an unsolicited alternative offer.

The deal has two clocks. The Outside Date moves to September 30, 2025, unless an extension amendment is in effect, and Denali's own deadline to complete a business combination runs to December 11, 2025.

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