v3.26.1
Promissory Notes
 6 Months Ended
Jun. 30, 2026
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 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 Legacy Semnur 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”). The Sponsor Note shall be payable in six monthly installments of $134 thousand beginning 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”). The FutureTech Note shall be payable in six monthly installments of $170 thousand beginning on October 1, 2025 and ending on March 1, 2026.

At Closing, Denali, the Denali underwriters and the Company entered into 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”). The Denali Underwriter Notes shall be payable in nine monthly installments of $300 thousand beginning on October 1, 2025 and ending on June 1, 2026.

The following summarizes the new promissory notes as a result of the Business Combination:

 

 

 

 

 

 

 

New Agreements

 

Note

 

Original Issue Date

 

Existing 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 June 30, 2026 and December 31, 2025, the Company had total current promissory notes of $2.1 million and $3.5 million, respectively, 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 first quarter of 2026 on the Sponsor Note (monthly installments of $134 thousand), the Denali Underwriter Note for U.S. Tiger Securities, Inc. (monthly installments of $150 thousand) and the FutureTech Note (monthly installments of $170 thousand). As of June 30, 2026 and December 31, 2025, the Sponsor Note had an outstanding principal balance of $0.4 million and $0.8 million, respectively, and accrued interest of approximately $40 thousand and $20 thousand, respectively, at 10% per annum (calculated monthly). The Company has not received a notice of default and expects to make the payments in August 2026.

As of June 30, 2026, the FutureTech Note and Denali Underwriter Notes had an outstanding principal balance of $0.3 million and $1.4 million, respectively. As of December 31, 2025, the FutureTech Note and Denali Underwriter Notes had an outstanding principal balance of $0.5 million and $2.2 million, respectively.

The Company has recorded accrued interest of $0.1 million and $0 on the promissory notes as of June 30, 2026 and December 31, 2025, respectively.