TLDR
- SEC declares Denali Capital’s S-4 registration for Semnur merger effective
- Shareholder meeting to vote on deal scheduled for September 3, 2025
- Combined company to be renamed “Semnur Pharmaceuticals, Inc.” post-closing
- Nasdaq listing application submitted but not yet approved
- SCLX shares up 17.71% to $20.80; YTD return at +40.02%
As of 1:12 PM EDT on August 13, 2025, Scilex Holding Company (NASDAQ: SCLX) was trading at $20.80, up 17.71%, after announcing a key regulatory milestone for a planned business combination involving its majority-owned subsidiary, Semnur Pharmaceuticals, Inc.
SEC Clears S-4 Registration
The U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4 filed in connection with the proposed merger between Denali Capital Acquisition Corp. (OTCB: DNQAF) and Semnur Pharmaceuticals. Denali is a special purpose acquisition company, while Semnur is majority-owned by Scilex, which focuses on non-opioid pain management products and treatments for neurodegenerative and cardiometabolic diseases.
@scilexholding $SCLX Announces effectiveness of Semnur Pharmaceuticals registration statement for SPAC merger. Share mechanics of Semnur Pharmaceuticals merger, if shareholders approve, could add up to $2.5B in post deal combined valuation. pic.twitter.com/PrNKcHIElb
— DigitalBDinc (@DigitalBDinc) August 13, 2025
Shareholder Vote Scheduled
Denali’s extraordinary general meeting to approve the transaction will take place on Wednesday, September 3, 2025, at 9:00 a.m. Eastern Time at the offices of US Tiger Securities, Inc. in New York City. Shareholders of record as of August 12, 2025 are eligible to vote.
If approved, the business combination is expected to close shortly thereafter, pending satisfaction of customary closing conditions. Upon completion, the merged entity will operate as “Semnur Pharmaceuticals, Inc.”
Listing Plans and Uncertainty
The combined company has applied to list its common stock and warrants on the Nasdaq Stock Market. However, approval has not yet been granted, and there is no guarantee that the application will succeed. If the Nasdaq listing is not approved, trading will continue on the OTC Markets.
Market Performance
Scilex shares have experienced volatile performance over recent years. As of August 13, 2025, the company’s trailing returns were:
- YTD: +40.02%
- 1-Year: -54.47%
- 3-Year: -94.22%
- 5-Year: -93.94%
By comparison, the S&P 500 has posted gains of 9.60% YTD, 18.62% over the past year, and 91.09% over five years. The sharp long-term declines highlight Scilex’s challenging trajectory despite the recent rally.
Strategic Outlook
The merger with Denali is positioned as a strategic move to bolster Semnur’s market presence and provide Scilex with an expanded platform in pain management and specialty pharmaceuticals. The deal could also potentially enhance investor visibility if a Nasdaq listing is secured post-closing.
However, with the application still under review and significant historical share price volatility, market participants remain watchful. The September 3 shareholder vote will be a pivotal step toward determining whether this combination moves forward.
