DECA Denali Capital Acquisition Corp. - 8-K

Item 1.02. Termination of a Material Definitive Agreement.

deSPAC PIPE

As previously disclosed, on September 22, 2025, Semnur Pharmaceuticals, Inc. (formerly known as Denali Capital Acquisition Corp., the “Company”) consummated its business combination with Semnur Inc. (formerly known as Semnur Pharmaceuticals, Inc., the “Subsidiary”) following the Company’s domestication from the Cayman Islands to Delaware (the “Business Combination”), pursuant to which the Subsidiary became a wholly owned subsidiary of the Company.

In connection with the Business Combination, the Company and the Subsidiary entered into a Securities Purchase Agreement (the “PIPE SPA”), dated August 20, 2025, with JW Capital Securities Limited, pursuant to which JW Capital Securities Limited agreed to purchase an aggregate of 1,250,000 shares of the Company’s common stock upon consummation of the Business Combination at a price of $16.00 per share. The parties subsequently agreed to extend the closing of the PIPE SPA, and as of the date hereof, no securities of the Company have been issued pursuant to the PIPE SPA.

On April 20, 2026, the Company and the Subsidiary delivered a notice of termination to JW Capital Securities Limited pursuant to Section 8 of the PIPE SPA, upon which the PIPE SPA was terminated, effective as of April 20, 2026.

Semnur/Biconomy SPA

As previously disclosed, the Company entered into a Securities Purchase Agreement (the “Semnur/Biconomy SPA”) on September 23, 2025, with Biconomy PTE. Ltd (“Biconomy”). Pursuant to the Semnur/Biconomy SPA, the Company agreed to issue and sell, and Biconomy agreed to purchase, an aggregate of 6,250,000 shares of the Company’s common stock for a purchase price of $16.00 per share, payable in Bitcoin.

As of the date hereof, the Company has not issued any common stock pursuant to the Semnur/Biconomy SPA.

On April 20, 2026, the Company delivered a notice of termination to Biconomy pursuant to Section 8 of the Semnur/Biconomy SPA upon which the Semnur/Biconomy SPA was terminated, effective as of April 20, 2026.