UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 3, 2025, Denali Capital Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). The record date for the determination of shareholders entitled to vote at the Meeting was August 12, 2025. As of the record date, there were 553,739 Class A ordinary shares and 2,062,500 Class B ordinary shares outstanding and entitled to vote. A total of 2,461,469 shares were present in person or by proxy, representing approximately 94.08% of the shares entitled to vote, which constituted a quorum.
At the Meeting, each of the proposals and sub-proposals described below was approved by the Company’s shareholders. The final voting results for the proposals and sub-proposals submitted to a vote of the Company’s shareholders at the Meeting are set forth below. No broker non-votes occurred with respect to any proposal.
Proposal 1
To approve, as an ordinary resolution, the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025, the “Merger Agreement”), by and among Denali, Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc. (“Semnur”), and the transactions contemplated thereby (the “business combination”).
| For | Against | Abstain | ||
| 2,461,469 | 0 | 0 |
Proposal 2
To approve, as a special resolution, Denali’s continuation out of the Cayman Islands and domestication into the State of Delaware as a corporation (the “domestication”), including approval of the Amended and Restated Certificate of Incorporation of Semnur Pharmaceuticals, Inc. and the Amended and Restated Bylaws of Semnur Pharmaceuticals, Inc., each to be effective under Delaware law prior to the effectiveness of the merger contemplated by the Merger Agreement, and the change of registered office to 251 Little Falls Drive, Wilmington, Delaware 19808, effective upon the domestication.
| For | Against | Abstain | ||
| 19,853,968 | 1 | 0 |
Proposal 3
To approve, as a special resolution, the proposed amended and restated certificate of incorporation of the Company, to be effective upon the domestication (the “Proposed Charter”).
|
For |
Against | Abstain | ||
| 2,461,469 | 0 | 0 |
Proposal 4
To approve, as a special resolution, the proposed amended and restated bylaws of the Company, to be effective upon the domestication.
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
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Proposal 5
To approve, on a non-binding advisory basis, the following governance provisions to be included in the Proposed Charter:
| ● | Advisory Proposal A: increasing the authorized capital stock to 785,000,000 shares. |
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
| ● | Advisory Proposal B — providing that the size of the board of directors of Semnur Pharmaceuticals, Inc., following consummation of the business combination (“New Semnur”), will be determined from time to time by the New Semnur board of directors. |
|
For |
Against | Abstain | ||
| 2,461,469 | 0 | 0 |
| ● | Advisory Proposal C — requiring that, from and after the time when Scilex Holding Company and its affiliates first cease to beneficially own more than 50% of the voting power of New Semnur’s then-outstanding stock (the “Scilex Trigger Event”), any director may be removed only for cause and only by the affirmative vote of at least 66 2/3% of the voting power. |
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
| ● | Advisory Proposal D — requiring that, from and after the Scilex Trigger Event, the affirmative vote of at least 66 2/3% of the voting power be required to amend, alter, or repeal specified provisions of the Proposed Charter. |
|
For |
Against | Abstain | ||
| 2,461,469 | 0 | 0 |
| ● | Advisory Proposal E — requiring that, from and after the Scilex Trigger Event, the affirmative vote of at least 66 2/3% of the voting power be required to amend, alter, or repeal the bylaws of New Semnur. |
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
| ● | Advisory Proposal F — providing that, from and after the Scilex Trigger Event, stockholders will not be permitted to act by written consent. |
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
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| ● | Advisory Proposal G — changing the corporate name to “Semnur Pharmaceuticals, Inc.”, providing for perpetual corporate existence, and eliminating blank-check company provisions. |
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
Proposal 6
To approve, as an ordinary resolution, the election of Jaisim Shah, Henry Ji, Ph.D., Jay Chun, M.D., Ph.D., Dorman Followwill and Yue Alexander Wu, Ph.D. to serve on the New Semnur board of directors upon consummation of the business combination.
|
For |
Against | Abstain | ||
| 1,932,500 | 0 | 0 |
Proposal 7
To approve, as an ordinary resolution, the issuance of more than 20% of Denali’s issued and outstanding ordinary shares in connection with the business combination.
|
For |
Against | Abstain | ||
| 2,461,469 | 0 | 0 |
Proposal 8
To approve, as an ordinary resolution, the conversion of outstanding Semnur options into options to purchase common stock of New Semnur.
|
For |
Against | Abstain | ||
| 2,461,468 | 1 | 0 |
Proposal 9
To approve, as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary.
|
For |
Against | Abstain | ||
| 2,461,469 | 0 | 0 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DENALI CAPITAL ACQUISITION CORP. | ||
| Date: September 3, 2025 | By: | /s/ Lei Huang |
| Name: | Lei Huang | |
| Title: | Chief Executive Officer | |
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