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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Semnur Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
Henry Ji, CEO and President 960 San Antonio Road, Palo Alto, CA, 94303 (650) 516-4310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/15/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Scilex Holding Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
181,520,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
78.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Scilex, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
174,770,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
75.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
Semnur Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
960 San Antonio Road, Palo Alto,
CALIFORNIA
, 94303. | |
Item 1 Comment:
EXPLANATORY NOTE: This Amendment No. 2 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to Semnur Pharmaceuticals, Inc. (the "Issuer"), filed by the Reporting Persons identified herein with the Securities and Exchange Commission (the "SEC") on September 26, 2025, as amended by Amendment No. 1 to the Initial 13D filed on October 14, 2025 (such amendment together with the Initial 13D, the "Schedule 13D"), amends and supplements certain of the items set forth therein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On June 15, 2026, SHC and/or its subsidiaries distributed 7,034,737 shares of the Issuer's Common Stock as a dividend to holders of Scilex common stock and other eligible equity securities as of the record date of June 1, 2026 in connection with SHC's board-approved dividend declared on May 22, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows:
Each of the Reporting Persons is deemed to be the beneficial owner of 174,770,112.00 shares of Common Stock held directly by Scilex, Inc. Additionally, SHC is deemed to be the beneficial owner of an additional 6,750,000 shares of Common Stock comprised of: (i) 500,000 shares of Common Stock held by SHC and (ii) 6,250,000 shares of Common Stock held by Scilex Bio. | |
| (b) | The information contained in rows 7 through 10 on the cover page of this Schedule 13D for each Reporting Person is incorporated herein by reference in its entirety. | |
| (c) | Except as set forth in Item 4 hereof, none of the Reporting Persons has effected any transactions in the Common Stock in the sixty days preceding the filing of this Amendment. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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