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SMNR on OTC

Semnur Pharmaceuticals, Inc.

Semnur Pharmaceuticals, Inc. is an American pharmaceutical preparations company, incorporated in Delaware.1 It is headquartered in Palo Alto, California.1 Its shares trade on OTC under the symbol SMNR.1

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Last updated Oct 21, 2026.

Overview

Compare with Contineum Therapeutics, Inc., Lexicon Pharmaceuticals or Gossamer Bio, Inc., or pick any stock.

  • TickerSMNR on OTC1
  • IndustryPharmaceutical Preparations1
  • HeadquartersPalo Alto, California1
  • Incorporated inDE2
  • Business address960 San Antonio Road, Palo Alto, Ca 943032
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-9.4%Operating margin4
-9.4%Net margin4

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Research and development3¢$1.7M
  • Other costs96¢$48.2M
  • Interest0¢$96.2K

Out of $50.0M in revenue.54 The company lost money this year.

Financial statements

Operating income54-$4.7M in 2024+48% since 2023
-$6.0M-$4.0M-$2.0M02023: -$3.2M-$3.2M20232024: -$4.7M-$4.7M2024+48%
Net income654-$4.7M in 2024+1018% since 2022
-$6.0M-$4.0M-$2.0M0$2.0M2022: -$419.4K-$419.4K20222023: $632.5K$632.5K20232024: -$4.7M-$4.7M2024

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Research and development$2.5M$1.7M
General and administrative$157.9M$3.0M
Total operating expenses$160.4M$4.7M
Loss from operations-$160.4M-$4.7M
Net loss and comprehensive loss-$160.4M-$4.7M
Net loss per share, basic-$0.78-$0.02
Net loss per share, diluted-$0.78-$0.02
Weighted average shares of common stock outstanding, basic204.8M shares200.0M shares
Weighted average shares of common stock outstanding, diluted204.8M shares200.0M shares

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Corporate structure

Semnur Pharmaceuticals, Inc. is part of a group headed by Scilex Holding Co. 11 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Semnur Pharmaceuticals, Inc.

  • Scilex Holding Co Palo Alto, California
    • Semnur Pharmaceuticals, Inc. Palo Alto, California
      • Semnur, Inc. (formerly known as Semnur Pharmaceuticals, Inc.) Subsidiary · Delaware, United States
    • Scilex (BVI), Limited Subsidiary · British Virgin Islands
    • Scilex Bio, Inc. Subsidiary · Delaware, United States
    • Scilex Pharmaceuticals Inc. Subsidiary · Delaware, United States
    • Scilex, Inc. Subsidiary · Delaware, United States
    • SCLX DRE Holdings LLC Subsidiary · Delaware, United States
    • SCLX Stock Acquisition JV LLC Subsidiary · Texas, United States
    • Semnur (BVI), Limited Subsidiary · British Virgin Islands
    • Semnur, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Semnur Pharmaceuticals, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$775.0K4 Dec 31, 2025$714.0K4 Dec 31, 2024+8.5%
Accumulated depreciation$25.0K4 Dec 31, 2025$25.0K4 Dec 31, 20240%
Property and equipment, net$750.0K4 Dec 31, 2025$689.0K4 Dec 31, 2024+8.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.0K4 Dec 31, 2025$12.0K4 Dec 31, 2024+66.7%
Deposits held (banks)$45.2K5 Jan 11, 2025

Properties, in its own words

Our principal executive office is currently located in Palo Alto, California, and consists of approximately 3,000 square feet of leased office space provided at no cost by Scilex. The lease term expires in September 2027. We believe our facilities are adequate to meet our current needs, although we may seek to negotiate new leases or evaluate additional or alternate space for our operations. We believe appropriate additional or alternative space will be available on commercially reasonable terms.

Item 2 of the 10-K filed Feb 27, 2026.9

Leadership

Who has led Semnur Pharmaceuticals, Inc., and when. Pick a name to see everywhere that person has worked.

Chair

  1. Henry Ji2025–now

Chief financial officer

  1. You Sun2022
2025
Board members and other officers (6)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Semnur (BVI), Limited British Virgin Islands3
  • Semnur, Inc. (formerly known as Semnur Pharmaceuticals, Inc.) Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Denali Capital Acquisition Corp.Mar 1, 2022 to Sep 23, 20252

Timeline

  1. Jul 7, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure18
  2. Jun 25, 20268-K Shareholder vote19
  3. Apr 23, 20268-K Ended a material agreement20
  4. Mar 17, 20268-K Executive or director change21
  5. Dec 3, 20258-K Other events22
  6. Sep 26, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation23
  7. Sep 4, 20258-K Shareholder vote24
  8. Aug 22, 20258-K Entered a material agreement; Unregistered sale of shares25
  9. Aug 11, 20258-K Other events26
  10. Jul 28, 20258-K Entered a material agreement27
  11. Jul 11, 20258-K Other events28
  12. Jun 12, 20258-K Other events29

Filings

220 filings to the SEC since October 2021: 4 annual reports, 14 quarterly reports, 46 major events, 23 insider forms, 33 large holders, 100 other. The latest 20:

  1. Aug 10, 202610-Q EDGAR
  2. Jul 7, 2026424B3 EDGAR
  3. Jul 7, 20268-K EDGAR
  4. Jul 1, 2026424B3 EDGAR
  5. Jun 26, 2026SCHEDULE 13D/A EDGAR
  6. Jun 26, 20264 EDGAR
  7. Jun 25, 20268-K EDGAR
  8. Jun 15, 2026424B3 EDGAR
  9. Jun 15, 2026424B3 EDGAR
  10. May 18, 2026EFFECT EDGAR
  11. May 13, 202610-Q EDGAR
  12. May 12, 2026POS AM EDGAR
  13. Apr 30, 2026ARS EDGAR
  14. Apr 30, 2026DEF 14A EDGAR
  15. Apr 23, 20268-K EDGAR
  16. Mar 17, 20268-K EDGAR
  17. Feb 27, 202610-K EDGAR
  18. Dec 29, 2025EFFECT EDGAR
  19. Dec 29, 2025424B3 EDGAR
  20. Dec 23, 2025CORRESP EDGAR

The 220 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 2 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 23, 2025Scilex Holding Co10% ownerSale12,500,000$16.00$200.0MForm 4
Apr 11, 2022Denali Capital Global Investments LLC10% ownerBuy510,000$10.00$5.1MForm 4
Apr 11, 2022Xu Jiandong10% ownerBuy510,000$10.00$5.1MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jaisim Shah$427.1K43
2025Henry JiPh.D.$312.9K43
2025Stephen Ma53$151.5K43
2024Former Chief Executive OfficerPresident and Director$240.9K$251.1K43
2024Chief Financial OfficerChief Operating Officer, Senior Vice President and Secretary$128.3K$137.2K43
2024Chief Executive OfficerPresident and Executive Chairperson$17.3K$18.3K43

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
GAMMA Investing LLC116$580.0%New
Rhumbline Advisers30$150.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Semnur Pharmaceuticals, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSemnur Pharmaceuticals, Inc.1
  • CIK0001913577
  • Employer ID (EIN)98-16594639
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company9
  • Incorporated inDelaware9
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address960 San Antonio Road, Palo Alto, CA 943031
  • Phone(650) 516-43101
  • Shares outstanding230,209,142 as of Aug 10, 20268
  • Public float$500.0K as of Jun 30, 20259
  • AuditorPIPARA & CO LLP, New Delhi, India PCAOB ID 6841; no auditor attestation of internal control over financial reporting9
  • On EDGAR sinceMar 1, 20221
  • Filings220 in all: 8-K (45), 425 (30), 3 (15), 10-Q (14), SC 13G (12), SC 13G/A (12), CORRESP (10), 4 (8)1
    All 35 form types

    UPLOAD (8), 424B3 (7), NT 10-Q (7), S-4/A (7), SCHEDULE 13G/A (5), 10-K (4), DEF 14A (4), EFFECT (4), S-1/A (4), PRE 14A (3), DEFA14A (2), S-1 (2), S-8 (2), SCHEDULE 13D/A (2), 25-NSE (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEFM14A (1), DEFR14A (1), NT 10-K (1), POS AM (1), PRER14A (1), S-4 (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Jul 7, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareSMNR
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per shareSMNRW

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).9

Risk factors and legal proceedings

The risks Semnur Pharmaceuticals, Inc. names in Item 1A of its 10-K filed Feb 27, 2026: 73 risks under these headings, as written.9

  • Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements
  • Risks Related to Our Product Development
  • Risks Related to Our Business and Operations
  • Risks Related to Our Intellectual Property
  • Risks Related to Government Regulations
  • Risks Related to Our Relationship with Scilex
  • Risks Related to Ownership of Our Common Stock
  • Risks Related to Cryptocurrency
  • We are a late-stage clinical specialty pharmaceutical company and have incurred significant losses since our inception. We anticipate that we will incur continued losses for the foreseeable future.
  • We have only one product candidate, SP-102, no products approved for commercial sale, have never generated any revenue from product sales and may never be profitable.
  • We currently have no sales and marketing organization. If we are unable to establish satisfactory sales and
  • marketing capabilities or secure a third-party sales and marketing relationship, we may not be able to successfully commercialize SP-102 or any future product candidates, if any.
The other 68 risks
  • We will require substantial additional funding, which may not be available to us on acceptable terms, or at all.
  • We may not be able to generate sufficient cash to service our indebtedness and other liquidity needs.
  • Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern.
  • In the past, we have identified material weaknesses in our internal control over financial reporting. Any material weakness may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our financial statements.
  • We are substantially dependent on the success of our only product candidate, SP-102. If we are unable to complete development of, obtain approval for and commercialize SP-102 in a timely manner or at all, our business will be harmed.
  • We have historically obtained our clinical supply of our only product candidate, SP-102, and certain of the raw materials used in SP-102, from a sole or single source supplier and manufacturer, and we may not be able to find
  • an alternative source on commercially reasonable terms, or at all. In addition, if any such supplier or manufacturer fails to comply with FDA regulations, we may be subject to sanctions or delays in the delivery of our clinical supplies which could affect the development of SP-102.
  • We rely on third parties to conduct our clinical trials and intend to rely on third parties to conduct all of our future clinical trials. If these third parties do not successfully carry out their contractual duties, fail to comply with applicable regulatory requirements or meet expected deadlines, we may be unable to obtain regulatory approval for our current and future product candidates.
  • We may in the future enter into collaborations, in-licensing arrangements, joint ventures, or strategic alliances with third-parties that may not result in the development of commercially viable products or the generation of significant future revenues.
  • Delays in clinical trials could result in increased costs to us and delay our ability to obtain commercial approval and generate revenue.
  • Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval for our product candidates and the approval may be for a more narrow indication than we seek.
  • We may find it difficult to enroll or maintain patients in our clinical trials, which could delay or prevent us from proceeding with clinical trials of our product candidates.
  • The incidence and prevalence for target patient populations of our product candidates are based on estimates and third-party sources. If the market opportunities for our product candidates are smaller than we estimate or if any approval that we obtain is based on a narrower definition of the patient population, our revenue and ability to achieve profitability might be materially and adversely affected.
  • We face significant competition and our competitors may discover, develop or commercialize products faster or more successfully than us.
  • Our commercial success depends upon attaining significant market acceptance of our product candidates, if
  • approved, among physicians, patients, healthcare payers and operators of major clinics, and we may not be successful in attaining such market acceptance.
  • The third-party payor coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain coverage and adequate reimbursement for our current or future product candidates, if approved, could decrease our ability to generate product revenue.
  • Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials, and such results do not guarantee approval of a product candidate by regulatory authorities. In addition, our clinical trials to date have been limited in scope, and results received to date may not be replicated in expanded or additional future clinical trials.
  • Interim “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
  • Our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of product candidates that we may identify and pursue for their intended uses, which would prevent, delay or limit the scope of regulatory approval and commercialization.
  • Even if we obtain FDA approval for any of our current or future product candidates in the United States, we may never obtain approval for or commercialize any of them in any other jurisdiction, which would limit our ability to realize their full market potential.
  • Our business may suffer reputational harm due to failures of our product candidates.
  • Our product candidates may cause undesirable side effects that could delay or prevent their regulatory approval.
  • Our current product candidate is complex and difficult to manufacture. We could experience delays in satisfying regulatory authorities or manufacturing problems that result in delays in our development or commercialization programs, limit the supply of our current product candidate, or otherwise harm our business.
  • If we are unable to retain our key executives, it may delay our development efforts and harm our business, financial condition and results of operations.
  • We may need to increase the size of our company and may not effectively manage our growth.
  • Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.
  • If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
  • Any disruption in our research and development facilities could adversely affect our business, financial condition and results of operations.
  • We may seek to grow our business through acquisitions and may fail to realize the anticipated benefits of any acquisition, and acquisitions can be costly and dilutive.
  • If we conduct business outside of the United States, the international components of our business will expose us to business, legal, regulatory, political, operational, financial and economic risks associated with conducting business outside of the United States.
  • The increasing use of social media platforms presents new risks and challenges.
  • Our business and operations would suffer in the event of a system failure.
  • Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.
  • Potential disputes over intellectual property rights that we have licensed may prevent or impair our ability to maintain our current licensing arrangements on acceptable terms.
  • If we are unable to maintain patent protection for our product candidates, or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.
  • We may not be successful in obtaining or maintaining necessary rights to product components and processes and brands for our development pipeline through acquisitions and in-licenses.
  • We may become subject to claims challenging the inventorship or ownership of our patents and other intellectual property.
  • Claims that we infringe, misappropriate, or violate the intellectual property rights of third parties may give rise to costly and lengthy litigation, and we could be prevented from selling product candidates, if approved, forced to pay damages, and defend against litigation.
  • We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.
  • If our intellectual property rights are invalidated or circumvented, our business, financial condition and results of operations will be adversely affected.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition and our business, financial condition and results of operations may be adversely affected.
  • Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Confidentiality agreements with employees may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could limit our ability to compete.
  • We may be subject to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
  • Our position as a relatively small company may cause us to be at a significant disadvantage in defending our intellectual property rights and in defending against infringement claims by third parties.
  • Third-party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts.
  • We may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees have wrongfully used or disclosed alleged confidential information or trade secrets of their former
  • We may not be able to protect our intellectual property rights throughout the world.
  • If we do not obtain patent term extension and data exclusivity for any of our product candidates we are developing or may develop, our business may be materially harmed.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • Our reliance on third parties may require us to share our trade secrets, which increases the possibility that our
  • trade secrets will be misappropriated or disclosed.
  • Intellectual property rights and regulatory exclusivity rights do not necessarily address all potential threats to our competitive advantage.
  • The regulatory approval processes of the FDA and comparable non-U.S. regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business, financial condition and results of operations will be substantially harmed. Moreover, gaining approval for a product candidate in one country or jurisdiction does not guarantee that we will be able to obtain approval for or commercialize it in any other jurisdiction, which would limit our ability to realize our full market potential.
  • If the FDA does not conclude that our product candidate satisfies the requirements for the Section 505(b)(2) regulatory approval pathway, or if the requirements for our product candidate under Section 505(b)(2) are not as we expect, the approval pathway for our product candidate will likely take significantly longer, cost significantly more and entail significantly greater complications and risks than anticipated, and in either case may not be successful.
  • Any approved product candidate will be subject to ongoing and continued regulatory requirements, which may result in significant expense and limit our ability to commercialize such products.
  • A fast track product designation or other designation to facilitate product candidate development may not lead to faster development or regulatory review or approval process, and it does not increase the likelihood that SP-102 will receive marketing approval.
  • Changes in funding for the FDA could hinder its ability to hire and retain key leadership and other personnel, or otherwise prevent new products and services from being developed or commercialized in a timely manner, which could negatively impact our business, financial condition and results of operations.
  • A sustained government shutdown could adversely affect our business, financial condition and results of operations.
  • Failure to comply with health and data protection laws and regulations could lead to government enforcement actions and civil or criminal penalties, private litigation or adverse publicity and could negatively affect our operating results and business.
  • Our business involves the use of hazardous materials and we and third parties with whom we contract must comply with environmental laws and regulations, which can be expensive and restrict how we do business.
  • Our employees, independent contractors, consultants, commercial partners, and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, which could have a material adverse effect on our business, financial condition and results of operations.
  • We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws,
  • transparency and disclosure, or sunshine, laws, government price reporting, and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.
  • The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.
  • Healthcare reform measures could hinder or prevent our product candidate’s commercial success.

Legal proceedings

From time to time, we may become involved in various claims and legal proceedings. Regardless of outcome, litigation and other legal and administrative proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are currently not a party to any legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations.

The opening of Item 3, Legal Proceedings.9

Sources

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