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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Scilex Holding Co (Last) (First) (Middle) 960 SAN ANTONIO RD (Street) PALO ALTO CA 94303 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/22/2025	3. Issuer Name and Ticker or Trading Symbol Denali Capital Acquisition Corp. [ SMNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	193,750,000(1)	I(2)	By Scilex, Inc.
Common Stock	6,250,000	I(3)	By Scilex Bio, Inc.
Common Stock	1,054,849	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Scilex Holding Co (Last) (First) (Middle) 960 SAN ANTONIO RD (Street) PALO ALTO CA 94303 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Scilex, Inc. (Last) (First) (Middle) 960 SAN ANTONIO RD (Street) PALO ALTO CA 94303 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents shares of the Common Stock of the Issuer (f/k/a Denali Capital Acquisition Corp. ("Denali")) received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025), by and among the Issuer, Denali Merger Sub, Inc., a wholly owned subsidiary of the Issuer, and the company formerly known as Semnur Pharmaceuticals, Inc. ("Old Semnur"). Upon consummation of the Business Combination, the reporting entities' shares of the common stock of Old Semnur were exchanged for the shares of Common Stock of the Issuer reported in this row, based on an exchange ratio of 1.25 to 1.

2. Scilex, Inc. is the direct owner of the 193,750,000 shares of the Issuer's Common Stock set forth in this row. Scilex, Inc. is a subsidiary of Scilex Holding Company.

3. Scilex Bio, Inc. is the direct owner of 6,250,000 shares set forth in this row. Scilex Bio, Inc. is a majority-owned subsidiary of Scilex Holding Company.

4. Comprised of: (i) 542,361 shares of Common Stock issued pursuant to the Business Combination upon the exchange of 5,423,606 shares of Series A Preferred Stock of Old Semnur (each share of Series A Preferred Stock of Old Semnur was exchanged for one share of Series A Preferred Stock of the Issuer and 1/10th of a share of Common Stock of the Issuer), (ii) 500,000 shares of Common Stock purchased by Scilex Holding Company prior to the Business Combination, and (iii) 12,488 shares of Common Stock issued upon conversion of the Convertible Promissory Note previously issued by Denali Capital Acquisition Corp. to Scilex Holding Company, which was converted upon consummation of the Business Combination.

	/s/ Henry Ji, Scilex Holding Company, Chief Executive Officer and President	09/23/2025
	/s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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