v3.26.1
Promissory Notes
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Promissory Notes
Note 5. Promissory Notes
Pursuant to the Business Combination, the Company assumed all liabilities of Denali including its existing promissory notes and its liability for its deferred underwriting costs associated with the IPO. Simultaneously
 
SEMNUR PHARMACEUTICALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
upon Closing, the agreements for these existing liabilities were terminated and new promissory notes and discharge payment agreements were signed with the holders.
Immediately prior to the Closing, Denali, Sponsor and Scilex entered into a Satisfaction and Discharge of Indebtedness Agreement, pursuant to which the Sponsor received $1.1 million in cash and a promissory note for $0.8 million (the “Sponsor Note”). Per the terms of the note, the Sponsor Note is payable in six monthly installments of $134 thousand, starting on October 1, 2025 and ending on March 1, 2026.
Immediately prior to the Closing, Denali and FutureTech Capital LLC (“FutureTech”) entered into a Satisfaction and Discharge of Indebtedness Agreement, pursuant to which FutureTech received $340 thousand in cash and a promissory note for $1.0 million (the “FutureTech Note”).
 
P
er the terms of the note, the FutureTech Note is payable in six monthly installments of $170 thousand, starting on October 1, 2025 and ending on March 1, 2026.
At Closing, Denali and the Denali underwriters entered into a Satisfaction and Discharge of Indebtedness Agreements, pursuant to which the Denali underwriters received $350 thousand in cash and promissory notes for a total of $2.7 million (the “Denali Underwriter Notes”).
 
Per the terms of the notes, the Denali Underwriter Notes are payable in nine monthly installments of $300 thousand, starting on October 1, 2025 and ending on June 1, 2026, with the last monthly payment being $250 thousand.
The following summarizes the new promissory notes as a result of the Business Combination:
 
                
New Agreements
  
Note
   
Original Issue Date
   
Existing Denali
Balance
     
Note
     
Discharge
  
Sponsor Note
    4/11/2023, 7/10/2024    $ 1,807      $ 806      $ 1,144  
FutureTech Note
    7/11/2023      1,363        1,022        340  
Denali Underwriter Notes
    4/6/2022      2,888        2,650        350  
     
 
 
     
 
 
     
 
 
  
Total promissory notes
       $ 6,058      $ 4,478      $ 1,834  
     
 
 
     
 
 
     
 
 
  
As of December 31, 2025, the Company had total current promissory notes of $3.5 million, all of which are due in less than a year.
Notwithstanding the payment schedules in the Sponsor Note, the FutureTech Note and the Denali Underwriter Notes, the balance due on any notes (less any payments previously made to the holder thereunder) shall be accelerated and become immediately due and payable in the event the Company receives gross proceeds from any equity or debt financing (including any private placement offering or registered offering), in an amount equal to or greater than the then-outstanding principal of such note plus any accrued but unpaid interest due thereon.
In addition, in the case of an event of default, the Sponsor Note, the FutureTech Note and the Denali Underwriter Notes shall bear interest at a rate of 10% per annum until such event of default is cured. The Sponsor Note, the FutureTech Note and the Denali Underwriter Notes shall become immediately due and payable (in accordance with the terms thereof), upon the Company’s failure to make payments thereunder when due (subject to a
14-day
cure period) or certain other actions related to voluntary or involuntary bankruptcy proceedings (as more fully described therein).
 
 
Out of the outstanding promissory notes, the Company did not make certain scheduled installment payments during the fourth quarter of 2025 on the Sponsor Note (monthly installments of $134 thousand) and the Denali Underwriter Note for U.S. Tiger Securities, Inc. (monthly installments of $150 thousand). As of December 31, 2025, the Sponsor Note had an outstanding principal balance of $0.8 million and accrued interest of approximately $20 thousand at 10% per annum (calculated monthly). The Company has not recorded the accrued interest as of December 31, 2025. The Company has not received a notice of default and expects to make the payments in March 2026.