aibioSemnur terminates two share purchase agreements tied to its 2025 merger
Tickers SMNR
Semnur ended a private placement agreement with JW Capital Securities Limited and a share purchase agreement with Biconomy PTE. Ltd. Neither agreement had produced any issued shares.
Key facts
- Company
- Semnur Pharmaceuticals Inc. (OTC: SMNR)
- News type
- Distress
- Primary source
- Semnur Pharmaceuticals Form 8-K
Semnur Pharmaceuticals, Inc. (OTCQB: SMNR) has terminated two securities purchase agreements that were signed in connection with its business combination. The company reported the terminations in a Form 8-K filed under Item 1.02, which covers the termination of a material definitive agreement. Both agreements were ended on April 20, 2026, and the 8-K is dated April 20, 2026.
The terminated agreements
The first is a securities purchase agreement with JW Capital Securities Limited, dated August 20, 2025. It was made under the company's PIPE, or private investment in public equity. JW Capital agreed to buy 1,250,000 shares of the company's common stock at $16.00 per share once the business combination closed. The parties later agreed to extend the closing, and the 8-K says that as of the filing date no securities had been issued under it. On April 20, 2026, the company and its subsidiary delivered a notice of termination to JW Capital under Section 8 of the agreement, and the agreement terminated that day.
The second is a securities purchase agreement with Biconomy PTE. Ltd., dated September 23, 2025. Under it, the company agreed to issue and sell 6,250,000 shares of common stock at $16.00 per share. The price was payable in Bitcoin. The company had not issued any shares under this agreement either. It delivered a notice of termination to Biconomy under Section 8 of the agreement on April 20, 2026, and the agreement terminated that day.
The 8-K does not give a reason for either termination. It says only that notices were delivered under Section 8 of each agreement: by the company and its subsidiary for the JW Capital agreement, and by the company for the Biconomy agreement.
Background on the company
The two agreements were signed as part of Semnur's business combination with Denali Capital Acquisition Corp. The 10-K says that the combination was completed on September 22, 2025, and that Denali changed its name to Semnur Pharmaceuticals, Inc. afterward. The 10-K also says that the company's forward-looking statements include the ability to obtain the listing of its common stock on Nasdaq, the liquidity and trading of its public securities, and its ability to raise financing in the future.
The 8-K cover page lists the company's common stock under the symbol SMNR on the OTCQB marketplace, and its warrants, each exercisable at $11.50 per share, under the symbol SMNRW. The company checks the box for emerging growth company. The 8-K is signed by Henry Ji, chief executive officer and president, and gives the company's address as 960 San Antonio Road, Palo Alto, California.
Both terminated agreements priced the shares at $16.00 each, and neither had resulted in any share issuance by the date of the filing.
Financial position
SEC XBRL data drawn from the 10-K filed on February 27, 2026, show research and development expense of $2.5 million for 2025, compared with $1.7 million for 2024. The company reported a net loss of $160.4 million for 2025, compared with $4.7 million for 2024. Cash used in operations was $5.9 million in 2025 and $4.9 million in 2024. Year-end cash and cash equivalents were $12,000 at the end of 2024, against cash used in operations of $5.9 million in 2025. The sources available at the filing date give no year-end 2025 cash balance.
No shares were issued under either agreement, so neither raised any money for the combined company. The 8-K does not say how the company will replace the capital the two agreements would have provided, and it does not say why the company ended them. It also does not mention any new financing or any change to the company's listing status. The terminations are described only as the steps taken under the agreements' termination provisions. The company still has to raise financing in the future, as its own forward-looking statements say, while its shares trade on the OTCQB and not on Nasdaq.