Sec Form 13D Filing - Scilex Holding Co (SCLX) filing for DENALI CAP ACQUISITION CORP CL (DECA) - 2024-09-09

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Denali Capital Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G6256B106

(CUSIP Number)

Jaisim Shah

Chief Executive Officer

Scilex Holding Company

960 San Antonio Road

Palo Alto, CA 94303

(650) 516-4310

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: G6256B106

The securities to which this Schedule 13D relates are the Class A Ordinary Shares of the Issuer. The principal executive offices of the Issuer are located at 437 Madison Avenue, 27^th Floor, New York, New York 10022 United States.

This Schedule 13D is being filed by Scilex Holding Company (the “Reporting Person” or “Scilex”). The Reporting Person is a Delaware corporation, with its principal place of business at 960 San Antonio Road, Palo Alto, CA 94303. The principal business of the Reporting Person is biopharmaceutical products.

Information regarding the identity and background of each executive officer and director of the Reporting Person is set forth on Schedule A to this Schedule 13D. Each of the individuals identified on Schedule A to this Schedule 13D is a U.S. citizen.

None of the Reporting Person, or, to the Reporting Person’s knowledge, any individuals identified on Schedule A to this Schedule 13D has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Person, or, to the Reporting Person’s knowledge, any individuals identified on Schedule A to this Schedule 13D has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.

Item 4 below summarizes certain provisions of the SIPA (as defined below) that pertain to the securities acquired by the Reporting Person.

On August 30, 2024, Semnur Pharmaceuticals, Inc. (“Semnur”), a Delaware corporation and wholly owned subsidiary of Scilex, entered into an agreement and plan of merger (the “Merger Agreement”) with the Issuer and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (“Merger Sub”). The Merger Agreement provides that, among other things, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Semnur, with Semnur surviving as a wholly owned subsidiary of the Issuer (the “Merger”).

In connection with the execution and delivery of the Merger Agreement, Denali Capital Global Investments LLC (the “Sponsor”) and Scilex entered into a Sponsor Interest Purchase Agreement (the “SIPA”) dated August 30, 2024 (the “Signing Date”). Pursuant to the SIPA, Scilex agreed to purchase 500,000 Class B Ordinary Shares of the Issuer that were held by the Sponsor. Pursuant to the SIPA, the aggregate consideration for the purchase and sale of the 500,000 Class B Ordinary Shares is as follows: (i) $2,000,000 (the “Cash Consideration”), from Scilex’s cash on hand, and (ii) 300,000 shares of common stock, par value $0.0001 per share, of Scilex (the “Scilex Shares”). Pursuant to the SIPA, Scilex has paid the Cash Consideration to the Sponsor on August 30, 2024 and has agreed to issue the Scilex Shares to the Sponsor contingent upon and following the occurrence of the effective time of the Merger.

The foregoing description of the Merger Agreement and the SIPA does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and the SIPA, which are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference.

Item 4 above summarizes certain provisions of the Merger Agreement and the SIPA and is incorporated herein by reference. Copies of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.

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.

Dated: September 9, 2024

Schedule A

Identity and Background of Executive Officers of Reporting Person

Identity and Background of Directors of Reporting Person