0001193125-26-342594 | 10-Q | XBRL Viewer | Semnur Pharmaceuticals INC

Summary of Significant Accounting Policies	6 Months Ended
Jun. 30, 2026
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP were condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025. Operating results for the six-month periods presented are not necessarily indicative of the results that may be expected for the Company’s 2026 fiscal year, or any subsequent period. Carve-Out Method Since 2019, the Company has operated as a wholly owned subsidiary of Scilex and the Company’s financial results have been historically included in Scilex’s consolidated financial results. The accompanying condensed consolidated financial statements reflect assets, liabilities, and expenses that are directly attributable to the Company, including the assets, liabilities, and expenses of the SP-102 development program. The assets and liabilities excluded from the accompanying condensed consolidated financial statements consist of: • Cash held by Scilex to fund the Company’s operations. Scilex uses a centralized approach to cash management and financing of its operations and those of its subsidiaries. Accordingly, only the cash and cash equivalents residing in the Company’s bank accounts and legally owned by the Company have been reflected in these condensed consolidated financial statements. • Other assets and liabilities at Scilex which are not directly related to, or are not specifically owned by, or are not commitments, of the Company, including certain fixed assets, intangible assets, and leases shared by the Company with other business operations of Scilex. • Third-party debt held by Scilex and the related interest expense have not been allocated to the Company's condensed consolidated financial statements as the Company was not the legal obligor of the third-party debt and Scilex’s borrowings were not directly attributable to the Company. To fund the Company’s operating cash flow needs, Scilex made payments on behalf of the Company directly to vendors and allocated non-cash stock-based compensation expenses during the six months ended June 30, 2026 and 2025. See Note 8 for additional details. The Company’s operating expenses consisted of both research and development (“R&D”) and general and administrative (“G&A”) expenses. R&D expenses directly related to the Company, including third-party costs of conducting studies and clinical trials for the SP-102 product candidate, were entirely attributed to the Company in the accompanying condensed consolidated financial statements. R&D salaries, wages, benefits, and stock-based compensation related to Scilex's equity incentive plans were allocated to the Company based on the estimated percentage of time certain Scilex R&D employees spent on the SP-102 program during the reporting period. The Company also received services and support from other functions of Scilex. The Company’s operations are dependent upon the ability of these other functions to provide these services and support. The costs associated with these services and support were allocated to the Company based on the estimated percentage of time certain Scilex employees spent supporting the SP-102 program. These allocated costs were primarily related to corporate administrative expenses, G&A employee related costs, including salaries, stock-based compensation related to Scilex's equity incentive plans, and other benefits for corporate employees, as well as other expenses for shared assets for the following functional groups: information technology, legal, accounting and finance, facilities, and other corporate and infrastructural services. These allocated costs were recorded as R&D expenses and G&A expenses in the statements of operations and comprehensive loss. The Company believes the assumptions and allocations underlying the accompanying condensed consolidated financial statements were reasonable and appropriate under the circumstances. Nevertheless, the Company’s condensed consolidated financial statements may not include all of the actual expenses that would have been incurred had the Company operated as a standalone company during the periods presented and may not reflect the results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company also may have incurred additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in its historical results of operations, financial position and cash flows. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of operating expenses during the reporting period. These estimates include, but are not limited to, fair value of financial instruments, useful lives of property and equipment, certain assumptions used to calculate the fair value of Scilex stock option awards, as well as the percentage of time certain Scilex employees spent supporting the Company’s SP-102 program, which is used to calculate the amount of operating expenses allocated from Scilex as discussed in the “Carve-Out Method” section above. Risks and Uncertainties Any product candidates developed by the Company will require approvals from the U.S. Food and Drug Administration (the “FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on the Company’s business and its condensed consolidated financial statements. The Company is subject to a number of risks similar to other late-stage pharmaceutical companies including, but not limited to, dependency on the clinical success of the Company’s product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition, untested manufacturing capabilities, and dependence on key individuals and sole source suppliers. Global economic and business activities continue to face widespread macroeconomic and geopolitical uncertainties, including global trade disputes, labor shortages, declines in consumer confidence, inflation and monetary supply shifts, recession risks, potential disruptions from the ongoing wars in Ukraine and the Middle East and related sanctions, declines in economic growth, tariffs, the current U.S. government shutdown and uncertainty about economic stability. The Company continues to actively monitor the impact of these macroeconomic and geopolitical factors on its financial condition, liquidity, operations, and workforce. The extent of the impact of these factors on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted; however, any continued or renewed disruption resulting from these factors could negatively impact the Company’s business. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the federal deposit insurance coverage limit of $250,000. The Company has not experienced losses on this account. Concentration of Supply Risk The Company contracts with third parties for the manufacture, assembly, testing, packaging and storage of its product candidate. The Company’s contract manufacturing organizations (“CMOs”) comply with Current Good Manufacturing Practice and regulatory requirements. The CMOs are selected for specific competencies having met the Company’s development, manufacturing, quality and the FDA regulatory requirements. These CMOs manufacture the Company’s clinical supplies and commercial batches. The Company currently has no plans to build its own manufacturing or distribution infrastructure. As clinical trial development progresses forward, the Company will continue to explore both internal capabilities as well as deepening and expanding external relationships to ensure it is able to meet manufacturing requirements. Lifecore Master Services Agreement On January 27, 2017, the Company entered into a Master Services Agreement (as amended, the “Lifecore Master Services Agreement”), with Lifecore Biomedical, LLC (“Lifecore”). Pursuant to the Lifecore Master Services Agreement, Lifecore is responsible for clinical trial material manufacturing and development services for SP-102 as set forth in each separate statement of work. For the purposes of Lifecore’s development and clinical trial material manufacturing obligations, the Company granted Lifecore a nonexclusive, worldwide and royalty-free license under the Company's owned or controlled intellectual property rights necessary to manufacture SP-102, without additional right, title or interest in the Company’s intellectual property. The Lifecore Master Services Agreement expires on December 31, 2028, unless terminated earlier in accordance with the terms of such agreement, or unless renewed further by the parties. Either party may terminate the Lifecore Master Services Agreement (1) if the other party is in material breach of the agreement and fails to cure such breach within 30 days of written notice, subject to certain exceptions; or (2) immediately upon written notice to the other party if the other party (a) becomes insolvent, (b) ceases to function as a going concern, (c) is convicted of or pleads guilty to a charge of violating any law relating to either party’s business, or (d) engages in any act which materially impairs goodwill associated with SEMDEXA or materially impairs the terminating party’s trademark or trade name. In addition, Lifecore may terminate the agreement if (i) Semnur fails to pay past due invoices upon 30 days’ written notice, or (ii) Semnur rejects or fails to respond to a major change or minor change proposed by Lifecore that does not change SEMDEXA’s written and approved acceptance criteria. The Lifecore Master Services Agreement contains customary reciprocal indemnification obligations for Lifecore and Semnur. During the three and six months ended June 30, 2026, the Company incurred expenses of $(0.05) million and $0.08 million, respectively, related to the Lifecore Master Services Agreement. Segments Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. Since inception, the Company has devoted all of its efforts to the development of SP-102. Accordingly, the Company has determined that it operates its business as a single operating segment and has one reportable segment. The CODM assesses performance and decides how to allocate resources based on net loss. Net loss is used to monitor budget versus actual results. The measure of segment net loss and segment expenses is reported on the condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. All long-lived assets are maintained in the United States of America and Switzerland. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents, such as money market accounts. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 —Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The Company’s financial assets carried at fair value are comprised of cash and cash equivalents. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These assets are Level 1 assets as they are valued using inputs observable in active markets for identical securities. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. The cost of repairs and maintenance is expensed as incurred. Costs for property and equipment not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. There was no impairment of long-lived assets during the three and six months ended June 30, 2026 and 2025. Promissory Notes and Related Party Loan The Company accounts for its promissory notes and related party loan in accordance with ASC 470, Debt, and related guidance. Debt is recognized at the issuance date fair value, net of any debt discounts or issuance costs. Debt is subsequently carried at amortized cost, with any applicable interest expense recognized using the effective interest method over the contractual term. If the debt is amended or exchanged, the Company evaluates whether the modification is considered a troubled debt restructuring or an extinguishment under ASC 470-50. When extinguishment accounting applies, the old debt is derecognized and any difference between the reacquisition price and the carrying amount of the extinguished debt is recognized in earnings. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. As of June 30, 2026 and December 31, 2025, the Company has accounted for the Public Warrants and Private Warrants as equity-classified instruments. Research and Development Costs The Company expenses the cost of R&D as incurred. R&D expenses are comprised of costs incurred in performing R&D activities, including clinical trial costs, manufacturing costs for clinical materials, and the costs relating to other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, which establishes accounting for equity instruments exchanged for employee and consulting services. Stock-based compensation cost is measured at the grant date, based on the fair value of the award determined using the Black-Scholes option pricing model, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or non-employee’s vesting period. The Company accounts for forfeitures as incurred. For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. The Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates, in conjunction with the fair value of Scilex’s common stock, risk-free interest rate, and the expected dividend yield as inputs in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s condensed consolidated statement of operations. Stock-based compensation for Scilex employees who provide services and support activities related to the Company are allocated and attributed to the Company based on the estimated percentage of their time spent providing services attributable to the Company. Income Taxes The provisions of ASC 740, Income Taxes, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. Comprehensive loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There are no components of comprehensive loss for the Company. Thus, comprehensive loss is the same as the net loss for the periods presented. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options and warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated information about certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for all public business entities for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2026

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation.

These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP were condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025. Operating results for the six-month periods presented are not necessarily indicative of the results that may be expected for the Company’s 2026 fiscal year, or any subsequent period.

Carve-Out Method

Since 2019, the Company has operated as a wholly owned subsidiary of Scilex and the Company’s financial results have been historically included in Scilex’s consolidated financial results.

The accompanying condensed consolidated financial statements reflect assets, liabilities, and expenses that are directly attributable to the Company, including the assets, liabilities, and expenses of the SP-102 development program. The assets and liabilities excluded from the accompanying condensed consolidated financial statements consist of:

•

Cash held by Scilex to fund the Company’s operations. Scilex uses a centralized approach to cash management and financing of its operations and those of its subsidiaries. Accordingly, only the cash and cash equivalents residing in the Company’s bank accounts and legally owned by the Company have been reflected in these condensed consolidated financial statements.

•

Other assets and liabilities at Scilex which are not directly related to, or are not specifically owned by, or are not commitments, of the Company, including certain fixed assets, intangible assets, and leases shared by the Company with other business operations of Scilex.

•

Third-party debt held by Scilex and the related interest expense have not been allocated to the Company's condensed consolidated financial statements as the Company was not the legal obligor of the third-party

debt and Scilex’s borrowings were not directly attributable to the Company. To fund the Company’s operating cash flow needs, Scilex made payments on behalf of the Company directly to vendors and allocated non-cash stock-based compensation expenses during the six months ended June 30, 2026 and 2025. See Note 8 for additional details.

The Company’s operating expenses consisted of both research and development (“R&D”) and general and administrative (“G&A”) expenses. R&D expenses directly related to the Company, including third-party costs of conducting studies and clinical trials for the SP-102 product candidate, were entirely attributed to the Company in the accompanying condensed consolidated financial statements. R&D salaries, wages, benefits, and stock-based compensation related to Scilex's equity incentive plans were allocated to the Company based on the estimated percentage of time certain Scilex R&D employees spent on the SP-102 program during the reporting period.

The Company also received services and support from other functions of Scilex. The Company’s operations are dependent upon the ability of these other functions to provide these services and support. The costs associated with these services and support were allocated to the Company based on the estimated percentage of time certain Scilex employees spent supporting the SP-102 program. These allocated costs were primarily related to corporate administrative expenses, G&A employee related costs, including salaries, stock-based compensation related to Scilex's equity incentive plans, and other benefits for corporate employees, as well as other expenses for shared assets for the following functional groups: information technology, legal, accounting and finance, facilities, and other corporate and infrastructural services. These allocated costs were recorded as R&D expenses and G&A expenses in the statements of operations and comprehensive loss.

The Company believes the assumptions and allocations underlying the accompanying condensed consolidated financial statements were reasonable and appropriate under the circumstances. Nevertheless, the Company’s condensed consolidated financial statements may not include all of the actual expenses that would have been incurred had the Company operated as a standalone company during the periods presented and may not reflect the results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company also may have incurred additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in its historical results of operations, financial position and cash flows.

Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of operating expenses during the reporting period. These estimates include, but are not limited to, fair value of financial instruments, useful lives of property and equipment, certain assumptions used to calculate the fair value of Scilex stock option awards, as well as the percentage of time certain Scilex employees spent supporting the Company’s SP-102 program, which is used to calculate the amount of operating expenses allocated from Scilex as discussed in the “Carve-Out Method” section above.

Risks and Uncertainties

Any product candidates developed by the Company will require approvals from the U.S. Food and Drug Administration (the “FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on the Company’s business and its condensed consolidated financial statements.

The Company is subject to a number of risks similar to other late-stage pharmaceutical companies including, but not limited to, dependency on the clinical success of the Company’s product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition, untested manufacturing capabilities, and dependence on key individuals and sole source suppliers.

Global economic and business activities continue to face widespread macroeconomic and geopolitical uncertainties, including global trade disputes, labor shortages, declines in consumer confidence, inflation and monetary supply shifts, recession risks, potential disruptions from the ongoing wars in Ukraine and the Middle East and related sanctions, declines in economic growth, tariffs, the current U.S. government shutdown and uncertainty about economic stability.

The Company continues to actively monitor the impact of these macroeconomic and geopolitical factors on its financial condition, liquidity, operations, and workforce. The extent of the impact of these factors on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted; however, any continued or renewed disruption resulting from these factors could negatively impact the Company’s business.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the federal deposit insurance coverage limit of $250,000. The Company has not experienced losses on this account.

Concentration of Supply Risk

The Company contracts with third parties for the manufacture, assembly, testing, packaging and storage of its product candidate. The Company’s contract manufacturing organizations (“CMOs”) comply with Current Good Manufacturing Practice and regulatory requirements. The CMOs are selected for specific competencies having met the Company’s development, manufacturing, quality and the FDA regulatory requirements. These CMOs manufacture the Company’s clinical supplies and commercial batches. The Company currently has no plans to build its own manufacturing or distribution infrastructure. As clinical trial development progresses forward, the Company will continue to explore both internal capabilities as well as deepening and expanding external relationships to ensure it is able to meet manufacturing requirements.

Lifecore Master Services Agreement

On January 27, 2017, the Company entered into a Master Services Agreement (as amended, the “Lifecore Master Services Agreement”), with Lifecore Biomedical, LLC (“Lifecore”). Pursuant to the Lifecore Master Services Agreement, Lifecore is responsible for clinical trial material manufacturing and development services for SP-102 as set forth in each separate statement of work. For the purposes of Lifecore’s development and clinical trial material manufacturing obligations, the Company granted Lifecore a nonexclusive, worldwide and royalty-free license under the Company's owned or controlled intellectual property rights necessary to manufacture SP-102, without additional right, title or interest in the Company’s intellectual property.

The Lifecore Master Services Agreement expires on December 31, 2028, unless terminated earlier in accordance with the terms of such agreement, or unless renewed further by the parties. Either party may terminate the Lifecore Master Services Agreement (1) if the other party is in material breach of the agreement and fails to cure such breach within 30 days of written notice, subject to certain exceptions; or (2) immediately upon written notice to the other party if the other party (a) becomes insolvent, (b) ceases to function as a going concern, (c) is convicted of or pleads guilty to a charge of violating any law relating to either party’s business, or (d) engages in any act which materially impairs goodwill associated with SEMDEXA or materially impairs the terminating party’s trademark or trade name. In addition, Lifecore may terminate the agreement if (i) Semnur fails to pay past due invoices upon 30 days’ written notice, or (ii) Semnur rejects or fails to respond to a major change or minor change proposed by Lifecore that does not change SEMDEXA’s written and approved acceptance criteria.

The Lifecore Master Services Agreement contains customary reciprocal indemnification obligations for Lifecore and Semnur.

During the three and six months ended June 30, 2026, the Company incurred expenses of $(0.05) million and $0.08 million, respectively, related to the Lifecore Master Services Agreement.

Segments

Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. Since inception, the Company has devoted all of its efforts to the development of SP-102. Accordingly, the Company has determined that it operates its business as a single operating segment and has one reportable segment. The CODM assesses performance and decides how to allocate resources based on net loss. Net loss is used to monitor budget versus actual results. The measure of segment net loss and segment expenses is reported on the condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. All long-lived

assets are maintained in the United States of America and Switzerland.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents, such as money market accounts. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution.

Fair Value of Financial Instruments

The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 —Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3 —Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

The Company’s financial assets carried at fair value are comprised of cash and cash equivalents. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These assets are Level 1 assets as they are valued using inputs observable in active markets for identical securities.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. The cost of repairs and maintenance is expensed as incurred. Costs for property and equipment not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. There was no impairment of long-lived assets during the three and six months ended June 30, 2026 and 2025.

Promissory Notes and Related Party Loan

The Company accounts for its promissory notes and related party loan in accordance with ASC 470, Debt, and related guidance. Debt is recognized at the issuance date fair value, net of any debt discounts or issuance costs. Debt is subsequently carried at amortized cost, with any applicable interest expense recognized using the effective interest method over the contractual term.

If the debt is amended or exchanged, the Company evaluates whether the modification is considered a troubled debt restructuring or an extinguishment under ASC 470-50. When extinguishment accounting applies, the old debt is derecognized and any difference between the reacquisition price and the carrying amount of the extinguished debt is recognized in earnings.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. As of June 30, 2026 and December 31, 2025, the Company has accounted for the Public Warrants and Private Warrants as equity-classified instruments.

Research and Development Costs

The Company expenses the cost of R&D as incurred. R&D expenses are comprised of costs incurred in performing R&D activities, including clinical trial costs, manufacturing costs for clinical materials, and the costs relating to other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, which establishes accounting for equity instruments exchanged for employee and consulting services. Stock-based compensation cost is measured at the grant date, based on the fair value of the award determined using the Black-Scholes option pricing model, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or non-employee’s vesting period. The Company accounts for forfeitures as incurred.

For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. The Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates, in conjunction with the fair value of Scilex’s common stock, risk-free interest rate, and the expected dividend yield as inputs in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s condensed consolidated statement of operations.

Stock-based compensation for Scilex employees who provide services and support activities related to the Company are allocated and attributed to the Company based on the estimated percentage of their time spent providing services attributable to the Company.

Income Taxes

The provisions of ASC 740, Income Taxes, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be

sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions.

The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized.

Comprehensive loss

Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There are no components of comprehensive loss for the Company. Thus, comprehensive loss is the same as the net loss for the periods presented.

Net Loss per Share

Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options and warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated information about certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for all public business entities for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures.

Nature of Operations

6 Months Ended

Jun. 30, 2026

Organization and Business Operation [Abstract]

Nature of Operations

Note 1. Nature of Operations

Organization and Principal Activities

Semnur Pharmaceuticals, Inc. (“Semnur” or the “Company”) is the successor entity to Denali Capital Acquisition Corp. (“Denali”). The Company is a Delaware corporation and is headquartered in Palo Alto, California. As of June 30, 2026, the Company has two wholly owned subsidiaries, Semnur (BVI), Limited and Semnur, Inc.

Denali was formed on January 5, 2022 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Denali's initial public offering (the “IPO”) became effective on April 6, 2022.

Legacy Semnur (as defined below), now known as Semnur, Inc., was originally formed in 2013 and became a wholly owned subsidiary of Scilex Holding Company (“Scilex”) in 2019.

The Company is a late-stage clinical biopharmaceutical company focused on developing and commercializing innovative non-opioid pain management products for the treatment of acute and chronic pain.

The Company's lead product candidate is SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SP-102” or “SEMDEXA”), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which the Company has completed a pivotal Phase 3 study and initiated the second Phase 3 study in September 2025.

Business Combination

References to “Legacy Semnur” refer to the private Delaware corporation that is now the Company's wholly owned subsidiary and named Semnur, Inc. (formerly known as “Semnur Pharmaceuticals, Inc.”). Unless otherwise noted or the context requires otherwise, references to “Common Stock” refer to the Company's common stock, par value $0.0001 per share.

On September 22, 2025 (the “Closing”), the Company consummated a business combination pursuant to an agreement and plan of merger, dated as of August 30, 2024, (the “Initial Merger Agreement,” as amended by Amendment No. 1 to Agreement and Plan of Merger, dated April 16, 2025, “Amendment No. 1 to the Initial Merger Agreement” and Amendment No. 2 to Agreement and Plan of Merger, dated July 22, 2025, “Amendment No. 2 to the Initial Merger Agreement” and collectively, the “Merger Agreement”), by and among Denali, Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (“Merger Sub”), and Legacy Semnur. Pursuant to the terms of the Merger Agreement, the business combination (herein referred to as the “Business Combination” or “reverse recapitalization” for accounting purposes) between Denali and Legacy Semnur was effected through the merger of Merger Sub with and into Legacy Semnur with Legacy Semnur surviving as Denali’s wholly owned subsidiary. In connection with the Business Combination, Denali changed its name from Denali Capital Acquisition Corp. to Semnur Pharmaceuticals, Inc. Pursuant to the Merger Agreement, the Company acquired all of the issued and outstanding equity interests of Legacy Semnur.

The Company's Common Stock and warrants were listed on the OTC Markets Group, Inc. on September 23, 2025 under the new ticker symbols “SMNR” and “SMNRW,” respectively.

In accordance with the terms and subject to the conditions of the Merger Agreement, at Closing, (i) each share of Legacy Semnur common stock outstanding immediately prior to Closing was automatically cancelled in exchange for the right to receive 1.25 shares (the “Exchange Ratio”) of Common Stock, (ii) each share of Legacy Semnur preferred stock outstanding immediately prior to the Closing was cancelled in exchange for the right to receive (a) one share of Series A Preferred Stock (as defined in Note 6) and (b) one-tenth of one share of Common Stock, and (iii) each option to purchase shares of Legacy Semnur common stock outstanding as of immediately prior to the Closing was converted into the right to receive a comparable option to purchase shares of Common Stock.

As such, 160,000,000 shares of Legacy Semnur common stock held by Scilex and 40,000,000 Legacy Semnur stock options, respectively, were automatically cancelled in exchange for 200,000,000 shares of Common Stock and 50,000,000 options to purchase Common Stock, respectively, at the Exchange Ratio.

Pursuant to the terms of the Debt Exchange Agreement (as defined in Note 8), all existing related party indebtedness between the Company and Scilex, totaling $54.2 million, was converted into 5,423,606 shares of Legacy Semnur Series A preferred stock. At Closing, such shares were exchanged for 5,423,606 shares of Series A Preferred Stock and 542,361 shares of Common Stock.

Additionally, at Closing, (i) loans between Scilex and Denali of $0.1 million were converted to 12,488 shares of Common Stock, (ii) 500,000 ordinary shares of Denali held by Scilex (see SIPA below) were converted into 500,000 shares of Common Stock and (iii) 2,072,500 ordinary shares of Denali held by Sponsor (the “Sponsor Shares”) were converted into 2,072,500 shares of Common Stock.

Simultaneously with the Closing, 26,500,000 shares of Common Stock were issued to consultants (see Note 6) and 100,000 shares of Common Stock were issued to Denali underwriters (see Note 5).

The following summarizes the Company's Common Stock immediately following the Business Combination:


Holders	Shares
Denali public shareholders		13,629
Sponsor		2,072,500
Scilex Holding Company		201,054,849
Consultants		26,500,000
Denali underwriters		100,000
Total		229,740,978

The Business Combination was accounted for as a reverse recapitalization. Because Scilex controlled the Company before the Business Combination and also controlled the Company following the Business Combination, Denali was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Semnur issuing stock for the net assets of Denali, accompanied by a recapitalization whereby the net assets of Denali were stated at historical cost and no goodwill or other intangible assets are recorded.

At Closing, the assets and liabilities of Denali recognized at historical cost included prepaid expenses of $12 thousand, accounts payable of $4.4 million, related party liabilities of $3.9 million and notes payable of $4.6 million.

Sponsor Interest Purchase Agreement (the “SIPA”)

In connection with the execution and delivery of the Merger Agreement, Denali Capital Global Investments LLC (the “Sponsor”) and Scilex entered into the SIPA dated August 30, 2024. Pursuant to the SIPA, Scilex agreed to purchase 500,000 Class B ordinary shares, par value $0.0001 per share (the “Purchased Interests”), of the Company that were held by the Sponsor. The aggregate consideration for the purchase and sale of the Purchased Interests is as follows: (i) $2.0 million (the “Cash Consideration”) and (ii) 300,000 shares of common stock, par value $0.0001 per share, of Scilex (the “Scilex Shares”). Pursuant to the SIPA, Scilex paid the Cash Consideration and agreed to issue the Scilex Shares to the Sponsor contingent upon and following the occurrence of the Business Combination. The Purchased Interests converted automatically, on a one-for-one basis, into one Common Stock share upon Closing pursuant to the terms of the Merger Agreement. On September 22, 2025, the requirement to deliver the Scilex Shares was discharged pursuant to that certain Satisfaction and Discharge Agreement by and among the Company, Sponsor and Scilex.

Securities Purchase Agreement (the “PIPE SPA”)

On August 20, 2025, the Company and Legacy Semnur entered into the PIPE SPA with the investor named therein, pursuant to which the investor agreed to purchase 1,250,000 shares of Common Stock at a price of $16.00 per share, for an aggregate purchase price of $20.0 million following the consummation of the Business Combination. On September 22, 2025, the PIPE SPA was amended to provide that unless such agreement was terminated pursuant to its terms (or otherwise by mutual agreement of the parties thereto), the closing of the transactions contemplated thereby would occur not later than the 14th business day following the closing of the Business Combination, subject to the satisfaction or waiver of the closing conditions set forth therein.

Additionally, in connection with the PIPE SPA, the Company would have been obligated to pay a cash financing service fee of 7% of the received investment funds (see Note 6 section Consulting Services Agreement with JW Investment Management Company Limited).

On April 20, 2026, the Company and Semnur, Inc. delivered written notice to the investor under the PIPE SPA terminating such agreement pursuant to Section 8 thereof. As a result of such termination, the PIPE SPA is no longer in effect and the transactions contemplated thereby will not be consummated.

Bitcoin Securities Purchase Agreement (the “Semnur/Biconomy SPA”)

On September 23, 2025, the Company entered into the Semnur/Biconomy SPA with Biconomy Pte.Ltd (“Biconomy”). Pursuant to the Semnur/Biconomy SPA, the Company agreed to issue and sell, and Biconomy agreed to purchase, 6,250,000 shares of Common Stock, at a purchase price of $16.00 per share, for an aggregate purchase price of $100.0 million, payable in Bitcoin (“Bitcoin”), with such amount of Bitcoin equal to the quotient of (A) the buyer’s respective aggregate purchase price divided by (B) the spot exchange rate for Bitcoin as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the closing date of the purchase. In the event the transaction did not close on or before December 31, 2025, the nonbreaching party had an option to terminate the Semnur/Biconomy SPA without liability.

On April 20, 2026, the Company delivered written notice to Biconomy terminating the Semnur/Biconomy SPA pursuant to Section 8 thereof. Accordingly, the Semnur/Biconomy SPA was terminated effective April 20, 2026, and the transactions contemplated thereby will not be consummated.

Public Warrants and Private Placement Warrants

Upon completion of the Business Combination, public and private placement warrants that were issued by Denali in connection with its IPO (“Public Warrants” and “Private Warrants,” respectively, and together, the “Warrants”) remained outstanding and pursuant to the terms thereof holders of such warrants are entitled to acquire shares of Common Stock at an exercise price of $11.50. The Warrants expire in September 2027.

In December 2025, 1,327,878 Warrants were exercised on a cashless basis for 468,164 shares of Common Stock. As of June 30, 2026 and December 31, 2025, there were 7,432,122 Warrants outstanding which are exercisable for 7,432,122 shares of Common Stock.

The Company may redeem any unexpired Warrants prior to their exercise at a price of $0.01 per Warrant, provided that the closing price of Common Stock equals or exceeds $16.50 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on each of 20 trading days within any 30-trading-day period commencing after the Warrants became exercisable and ending on the third trading day prior to the date on which notice of redemption is given. If and when the Warrants become redeemable, the Company may exercise its redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, the Company may redeem the Warrants at any time after they become exercisable and prior to their expiration for a number of shares of Common Stock determined based on the fair market value of Common Stock.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern for at least one year after the issuance date of the accompanying unaudited condensed consolidated financial statements.

As of June 30, 2026, the Company had cash and cash equivalents of $39.0 thousand and accumulated deficit of $284.7 million. During the six months ended June 30, 2026, the Company had operating losses of $8.8 million and negative cash flows from operations of $4.8 million. The Company is dependent upon Scilex to provide services and funding to support the operations of the Company until, at least, such time as external financing is obtained. The Company expects to incur significant expenses and operating losses for the foreseeable future as it continues its efforts to develop and seek regulatory approval for SP-102.

The Company will need additional financing to fund its ongoing activities. The Company may obtain additional funding through a combination of equity offerings, debt financings, collaborations, government contracts or other capital sources, including potential collaborations with other companies or other strategic transactions. The Company’s plans are also dependent upon the success of future development and regulatory approval of SP-102.

Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the condensed consolidated financial statements are

issued. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 7. Stock-Based Compensation

Prior to the Business Combination, the Company did not have any employees who were directly employed by the Company nor did it have its own stock-based compensation plans other than the Semnur Pharmaceuticals, Inc. 2024 Stock Option Plan (the "2024 Plan") as described below. However, certain shared employees of Scilex support the Company and also participate in Scilex’s stock-based compensation plans that provide for the granting of stock options, non-qualified stock options (“NSOs”), stock appreciation rights, restricted stock, restricted stock units, and other awards. Such shared employees’ time and efforts are partially spent on activities attributable to the Company and partially spent on activities attributable to Scilex; Scilex did not have any employees whose activities are solely dedicated or solely attributable to the Company during the three and six months ended June 30, 2026 and 2025. Total stock-based compensation recognized consists of an allocation of such shared employees’ stock-based compensation expense on the same basis as their salaries and benefits and expense for grants made to Wise Orient and JW (see Note 6 “Capital Structure — Consulting Agreements with Stock Remuneration”).

Scilex calculates the fair value of stock options granted to employees and nonemployees and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing method. The Black-Scholes option pricing method requires the use of subjective assumptions.

Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	142	$	80	$	146	$	107
General and administrative		1,153		39		2,633		104
Total stock-based compensation expense	$	1,295	$	119	$	2,779	$	211

As of June 30, 2026, there was approximately $3.3 million of total unrecognized stock-based compensation expense, which is expected to be recognized over an estimated weighted-average vesting term of 2.5 years. This amount is subject to change based on the actual amount of time certain Scilex employees will spend providing services attributable to the Company.

2024 Plan

On August 30, 2024, the Board of Directors adopted the 2024 Plan, under which 40,000,000 shares of Legacy Semnur common stock were reserved for future issuance. On the same day, NSOs to purchase an aggregate of 40,000,000 shares of the Legacy Semnur common stock were granted to members of the Company’s executive team and certain Scilex employees who provide services to Semnur. The NSOs granted have an exercise price of $1.58 per share, a term of 10 years (unless earlier terminated in accordance with the terms of the option agreement) and vest 1/48th on a monthly basis over a period of four years from the vesting commencement date as set forth in the applicable option agreement (subject to the holder’s continuous service with the Company). Upon closing, the NSOs were exchanged for 50,000,000 NSOs (i.e., the then-existing NSOs multiplied by the Exchange Ratio) in Common Stock and the exercise price was adjusted to $1.26 per share (i.e., the then-existing exercise price divided by the Exchange ratio).

The NSOs are not exercisable until all payments and all obligations under the Scilex-Oramed Note have been paid in full. These NSOs are not considered to be granted under accounting rules as repayment of the Scilex-Oramed Note has not occurred. As such, once the NSOs are considered granted, the total amount of stock-based compensation expense attributable to these NSOs would be determined based on their accounting grant-date fair value and to be recognized, on a tranche-by-tranche basis, over forty-eight equal monthly tranches. No expense was recorded in connection with the NSOs granted under the 2024 Plan as of June 30, 2026, as the vesting is contingent upon the repayment of the Scilex-Oramed Note.

As of June 30, 2026, the 50,000,000 NSOs have an intrinsic value of $0 and a remaining contractual term of 8.2 years. As of June 30, 2026, no shares remained available for issuance under the 2024 Plan.

2025 Plan

On November 17, 2025, the Board of Directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”), the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) and the 2025 Inducement Plan (the “2025 Inducement Plan”). The 2025 Plan and the 2025 ESPP are subject to stockholder approval and are not effective until such approval. The 2025 Inducement Plan does not require stockholder approval and is therefore effective upon adoption by the Board of Directors.

The 2025 Plan provides for the grant of equity-based awards, including incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, and other equity-based awards. The 2025 Plan initially reserves 45,948,195 shares of Common Stock for issuance. The share reserve is subject to an annual automatic increase beginning January 1, 2027 through January 1, 2036, equal to the lesser of (i) 5% of the outstanding Common Stock as of the preceding December 31, (ii) 22,974,097 shares, or (iii) such lesser number as determined by the Board of Directors. The maximum number of shares issuable pursuant to incentive stock options under the 2025 Plan is 137,844,585 shares. Upon effectiveness of the 2025 Plan, no further grants will be made under the 2024 Plan; however, shares subject to awards granted under the 2024 Plan will continue to be governed by the 2024 Plan.

The 2025 ESPP permits eligible employees to purchase shares of Common Stock through payroll deductions at a purchase price generally equal to 85% of the fair market value of Common Stock on the applicable offering or purchase date, as specified in the plan. The 2025 ESPP initially reserves 2,297,409 shares of Common Stock for issuance, subject to an annual automatic increase beginning January 1, 2027 through January 1, 2036 equal to the lesser of (i)

1% of outstanding Common Stock as of the preceding December 31, (ii) 2,871,761 shares, or (iii) such lesser number as determined by the Board of Directors.

The 2025 Inducement Plan provides equity awards to newly hired employees as a material inducement to employment. The 2025 Inducement Plan provides for the grant of nonstatutory stock options, restricted stock awards, restricted stock units, and other equity-based awards. A total of 2,400,000 shares of Common Stock is reserved for issuance under the 2025 Inducement Plan. Awards under the 2025 Inducement Plan are approved by the Compensation Committee of the Board of Directors or a majority of the Company’s independent directors and do not require stockholder approval.

Nature of Operations - Additional Information (Details)						3 Months Ended				6 Months Ended		12 Months Ended
Nature of Operations - Additional Information (Details)	Sep. 23, 2025 USD ($) shares	Sep. 22, 2025 USD ($) shares	Aug. 20, 2025 USD ($) shares	Jul. 22, 2025 shares	Jun. 12, 2025 shares	Jun. 30, 2026 USD ($) $ / shares shares	Mar. 31, 2026 USD ($)	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Jun. 30, 2026 USD ($) $ / shares shares	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares shares	May 22, 2026 $ / shares
Organization and Business Operation [Line Items]
Common stock, per value (in Dollars per share) \| $ / shares						$ 0.0001				$ 0.0001		$ 0.0001
Warrants outstanding						7,432,122				7,432,122
Exercise price, per share (in Dollars per share) \| $ / shares						$ 11.5				$ 11.5
Warrants expiration date										Sep. 30, 2027
Warrants exercised on cashless basis												1,327,878
Issuance of common stock upon cashless exercise of warrants												468,164
Warrants exercisable for shares of common stock						7,432,122				7,432,122
Cash and cash equivalents \| $						$ 39,000				$ 39,000		$ 20,000
Accumulated deficit \| $						(284,723,000)				(284,723,000)		$ (275,800,000)
Operating losses \| $						4,224,000		$ 999,000		8,800,000	$ 1,664,000
us-gaap:NetIncomeLoss \| $						$ (4,347,000)	$ (4,576,000)	(999,000)	$ (665,000)	(8,923,000)	(1,664,000)
Cash flows from operations \| $										$ (4,808,000)	$ (131,000)
Shares of common stock (in Shares)						300,000				300,000
Sponsor [Member]
Organization and Business Operation [Line Items]
Common stock held shares		2,072,500
Debt conversion original debt amount \| $		$ 100,000
Consulting Services Agreement with JW Investment Management Company Limited [Member]
Organization and Business Operation [Line Items]
Percentage of cash financing service fee					7.00%					7.00%
Scilex Holding Company [Member]
Organization and Business Operation [Line Items]
Common stock, per value (in Dollars per share) \| $ / shares													$ 0.0001
Common stock held shares		500,000
Scilex Holding Company [Member] \| Legacy Semnur Stock Options [Member]
Organization and Business Operation [Line Items]
Conversion of shares converted										40,000,000
Scilex Holding Company [Member] \| Stock Option [Member]
Organization and Business Operation [Line Items]
Conversion of shares issued										50,000,000
Scilex Holding Company [Member] \| Debt Exchange Agreement [Member]
Organization and Business Operation [Line Items]
Debt conversion original debt amount \| $		$ 54,200,000
Denali Capital Global Investments LLC [Member]
Organization and Business Operation [Line Items]
Business combination, prepaid expenses \| $		12,000
Business combination, accouts payable \| $		4,400,000
Business combination, related party liabilities \| $		3,900,000
Business combination, notes payable \| $		$ 4,600,000
Merger Agreement [Member]
Organization and Business Operation [Line Items]
Common stock exchange ratio										1.25
Business combination shares exchanged		229,740,978
Legacy Semnur Series A Preferred Stock [Member] \| Scilex Holding Company [Member] \| Debt Exchange Agreement [Member]
Organization and Business Operation [Line Items]
Debt conversion, converted instrument, shares issued		5,423,606
Class B Ordinary Shares [Member]
Organization and Business Operation [Line Items]
Sale of stock price per share (in Dollars per share) \| $ / shares						$ 0.0001				$ 0.0001
Per public share (in Dollars per share) \| $ / shares						$ 0.0001				$ 0.0001
Agreed to purchase (in Shares)										500,000
Aggregate consideration to purchase \| $										$ 2,000,000
Series A Preferred Stock [Member] \| Scilex Holding Company [Member] \| Debt Exchange Agreement [Member]
Organization and Business Operation [Line Items]
Debt conversion, converted instrument, shares issued		5,423,606
Legacy Semnur Common Stock [Member]
Organization and Business Operation [Line Items]
us-gaap:NetIncomeLoss \| $						$ 0	0	$ 0	$ 0
Legacy Semnur Common Stock [Member] \| Scilex Holding Company [Member]
Organization and Business Operation [Line Items]
Conversion of shares converted										160,000,000
Common Stock [Member]
Organization and Business Operation [Line Items]
us-gaap:NetIncomeLoss \| $						$ 0	$ 0
Common Stock [Member] \| Sponsor [Member]
Organization and Business Operation [Line Items]
Conversion of shares converted		2,072,500
Debt conversion, converted instrument, shares issued		12,488
Common Stock [Member] \| Securities Purchase Agreement (PIPE SPA)
Organization and Business Operation [Line Items]
Sponsor transferred (in Shares)			1,250,000
Sale of stock per transaction \| $			$ 16,000
Total consideration \| $			$ 20,000,000
Common Stock [Member] \| Bitcoin Securities Purchase Agreement [Member]
Organization and Business Operation [Line Items]
Sponsor transferred (in Shares)	6,250,000
Sale of stock per transaction \| $	$ 16,000
Total consideration \| $	$ 100,000,000
Common Stock [Member] \| Consulting Services Agreement with JW Investment Management Company Limited [Member]
Organization and Business Operation [Line Items]
Sponsor transferred (in Shares)				8,000,000	10,000,000					10,000,000
Common Stock [Member] \| Scilex Holding Company [Member]
Organization and Business Operation [Line Items]
Conversion of shares converted		500,000
Conversion of shares issued										200,000,000
Common Stock [Member] \| Scilex Holding Company [Member] \| Debt Exchange Agreement [Member]
Organization and Business Operation [Line Items]
Debt conversion, converted instrument, shares issued		542,361
Warrant [Member]
Organization and Business Operation [Line Items]
Exercise price, per share (in Dollars per share) \| $ / shares						$ 0.01				$ 0.01
Per public share (in Dollars per share) \| $ / shares						$ 16.5				$ 16.5
Redemption of unexpired warrants, description										The Company may redeem any unexpired Warrants prior to their exercise at a price of $0.01 per Warrant, provided that the closing price of Common Stock equals or exceeds $16.50 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on each of 20 trading days within any 30-trading-day period commencing after the Warrants became exercisable and ending on the third trading day prior to the date on which notice of redemption is given. If and when the Warrants become redeemable, the Company may exercise its redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, the Company may redeem the Warrants at any time after they become exercisable and prior to their expiration for a number of shares of Common Stock determined based on the fair market value of Common Stock.
Consultants [Member] \| Merger Agreement [Member]
Organization and Business Operation [Line Items]
Business combination shares exchanged		26,500,000
Underwriters [Member] \| Merger Agreement [Member]
Organization and Business Operation [Line Items]
Business combination shares exchanged		100,000

Balance Sheet Components - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Balance Sheet Related Disclosures [Abstract]
Depreciation expense	$ 0	$ 0

Capital Structure - Additional Information (Details) - USD ($)						1 Months Ended	6 Months Ended
	May 22, 2026	Sep. 23, 2025	Aug. 20, 2025	Jul. 22, 2025	Jun. 12, 2025	Sep. 30, 2025	Jun. 30, 2026	Jun. 01, 2026	Dec. 31, 2025
Stockholders’ Deficit [Line Items]
Number of shares authorized							785,000,000		785,000,000
Preferred shares authorized							45,000,000		45,000,000
Preferred stock, par value (in Dollars per share)							$ 0.0001		$ 0.0001
Preferred stock, shares issued							5,423,606		5,423,606
Preferred stock, shares outstanding							5,423,606		5,423,606
Common stock, shares authorized							740,000,000		740,000,000
Common stock voting rights							The holder of each share of Common Stock is entitled to one vote.
Dividends Payable							$ 0		$ 0
Common stock, par value (in Dollars per share)							$ 0.0001		$ 0.0001
Common stock reserved for future issuance							59,832,122
Preferred stock, liquidation preference per share							$ 10
Preferred stock, convertible, conversion price							$ 10
Preferred stock, voting rights							Except as otherwise required by law or as set forth in the Certificate of Designations, the holders of shares of Series A Preferred Stock are entitled to vote, together with the holders of shares of Common Stock and not separately as a class, on all matters upon which holders of shares of Common Stock have the right to vote. The holders of shares of Series A Preferred Stock are entitled to one vote for each share of Common Stock that such share of Series A Preferred Stock would otherwise be convertible into pursuant to a Deemed Conversion on the record date for the determination of the stockholders entitled to vote.
Consulting Services Agreement with 450W42ND MIMA, LLC [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction				3,200,000		0
Consulting Services Agreement with JW Investment Management Company Limited [Member]
Stockholders’ Deficit [Line Items]
Percentage of cash financing service fee					7.00%		7.00%
Stockholder Agreement [Member] \| Maximum [Member]
Stockholders’ Deficit [Line Items]
Issuance of capital rate							55.00%
2025 Inducement Plan [Member]
Stockholders’ Deficit [Line Items]
Common stock reserved for future issuance							2,400,000
Scilex Holding Company [Member]
Stockholders’ Deficit [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Number of common stock shares entitled to receive								1
Common stock shares distributed to participating holders							13,971,167
O 2026 Q2 Dividends [Member] \| Scilex Holding Company [Member]
Stockholders’ Deficit [Line Items]
Dividends payable, record date	Jun. 01, 2026
Series A Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock, shares issued									5,423,606
Preferred stock, shares outstanding							5,423,606
Employee Stock Option Member
Stockholders’ Deficit [Line Items]
Common stock reserved for future issuance							50,000,000
Common Stock [Member] \| PIPE SPA [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction			1,250,000
Common Stock [Member] \| Semnur/Biconomy SPA [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction		6,250,000
Common Stock [Member] \| Consulting Services Agreement with Wise Orient Investments Limited [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction				3,200,000			4,000,000
Common Stock [Member] \| Consulting Services Agreement with JW Investment Management Company Limited [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction				8,000,000	10,000,000		10,000,000
Common Stock [Member] \| Stock Issuance Agreement With Law Firm [Member]
Stockholders’ Deficit [Line Items]
Number of Shares Issued in Transaction				10,000,000			12,500,000
Warrant [Member]
Stockholders’ Deficit [Line Items]
Common stock reserved for future issuance							7,432,122

Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2026	Mar. 31, 2026	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2026	Jun. 30, 2025
Numerators [Abstract]
Net loss	$ (4,347)	$ (4,576)	$ (999)	$ (665)	$ (8,923)	$ (1,664)
Denominators [Abstract]
Weighted average shares of common stock outstanding, basic	230,209,142		200,000,000		230,209,142	200,000,000
Weighted average shares of common stock outstanding, diluted	230,209,142		200,000,000		230,209,142	200,000,000
Net loss per share, basic	$ (0.02)		$ (0.01)		$ (0.04)	$ (0.01)
Net loss per share, diluted	$ (0.02)		$ (0.01)		$ (0.04)	$ (0.01)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Stock-Based Compensation - Additional Information (Details) - USD ($)			6 Months Ended
	Nov. 17, 2025	Aug. 30, 2024	Jun. 30, 2026	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs			$ 3,300,000
Remaining weighted-average expected recognition period			2 years 6 months
Common stock reserved for future issuance			59,832,122
Common stock, shares outstanding			230,209,142	230,209,142
2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance		40,000,000
Non-qualified common stock, shares granted		40,000,000	50,000,000
Number of shares available for issuance			0
Exercise price of non-qualified stock options granted		$ 1.58
Exercise price, weighted average term		10 years	8 years 2 months 12 days
Non-qualified stock options exchanged for existing options		50,000,000
Common stock exercise price adjustment		$ 1.26
Non-qualified stock options, intrinsic value			$ 0
2025 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance	45,948,195
Outstanding common stock percentage	5.00%
Common stock, shares outstanding	22,974,097
Maximum number of shares issuable	137,844,585
2025 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance	2,297,409
Outstanding common stock percentage	1.00%
Common stock, shares outstanding	2,871,761
Purchase price of common stock, percent	85.00%
2025 Inducement Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance	2,400,000

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,295	$ 119	$ 2,779	$ 211
Location, Statement of Income, Balance [Axis]: us-gaap:GeneralAndAdministrativeExpense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,153	39	2,633	104
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 142	$ 80	$ 146	$ 107

Balance Sheet Components

6 Months Ended

Jun. 30, 2026

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Note 3. Balance Sheet Components

Prepaid expenses

Prepaid expenses consist of the following (in thousands):


	June 30,		December 31,
	2026		2025
Prepaid research & development	$	997	$	436
Prepaid insurance		106		140
Total prepaid expenses	$	1,103	$	576

Property and equipment, net

Property and equipment, net consists of the following (in thousands):


	June 30,			December 31,
	2026			2025
Construction-in-progress	$	750		$	750
Furniture		17			17
Computers and equipment		8			8
Property and equipment, gross		775			775
Less: accumulated depreciation		(25	)		(25	)
Property and equipment, net	$	750		$	750

The Company recognized no depreciation expense for the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2026 and 2025. Costs for long-lived assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2026		2025
Accrued compensation	$	1,328	$	469
Accrued interest	$	123	$	-
Accrued research & development		15		30
Accrued professional fees		-		236
Accrued other		181		4
Total accrued expenses	$	1,647	$	739

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Sep. 21, 2023	Mar. 18, 2019	Aug. 06, 2013
Legacy Semnur Merger Agreement [Member] \| Milestones Achievement [Member]
Commitments and Contingencies [Line Items]
Additional cash consideration upon certain milestones		$ 280.0
Legacy Semnur Merger Agreement [Member] \| New Drug Application First Approval [Member]
Commitments and Contingencies [Line Items]
Asset acquisition, contingent consideration arrangements		40.0
Legacy Semnur Merger Agreement [Member] \| Cumulative Net Sales $100 million [Member]
Commitments and Contingencies [Line Items]
Asset acquisition, contingent consideration arrangements		20.0
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold		100.0
Legacy Semnur Merger Agreement [Member] \| Cumulative Net Sales $250 Million [Member]
Commitments and Contingencies [Line Items]
Asset acquisition, contingent consideration arrangements		20.0
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold		250.0
Legacy Semnur Merger Agreement [Member] \| Cumulative Net Sales $500 Million [Member]
Commitments and Contingencies [Line Items]
Asset acquisition, contingent consideration arrangements		50.0
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold		500.0
Legacy Semnur Merger Agreement [Member] \| Cumulative Net Sales $750 Million [Member]
Commitments and Contingencies [Line Items]
Asset acquisition, contingent consideration arrangements		150.0
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold		$ 750.0
Shah Assignment Agreement [Member] \| Net Sales for Annual Net Sales at the Rate of 1.5% [Member]
Commitments and Contingencies [Line Items]
Percentage of contingent consideration of net sales			1.50%
Contingent consideration arrangements, cumulative net sales threshold			$ 250.0
Shah Assignment Agreement [Member] \| Net Sales for Annual Net Sales at the Rate of 2.5% [Member]
Commitments and Contingencies [Line Items]
Percentage of contingent consideration of net sales			2.50%
Contingent consideration arrangements, cumulative net sales threshold			$ 250.0
Scilex-Oramed SPA [Member] \| Senior Secured Promissory Note [Member]
Commitments and Contingencies [Line Items]
Principal amount	$ 101.9

Net Loss Per Share - Schedule of Potentially Dilutive Securities not included in the Diluted Per Share Calculations (Details) - shares	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	69,932,122	40,000,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,432,122	0
Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	50,000,000	40,000,000
Retainer Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,500,000	0

Balance Sheet Components - Schedule of Property and Equipment, Net Consists (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 775	$ 775
Less: accumulated depreciation	(25)	(25)
Property and equipment, net	750	750
Construction-in-Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	750	750
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	17	17
Computers and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 8	$ 8

- Definition

Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

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+ Details

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2026

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Numerator:
Net loss	$	(4,347	)	$	(999	)	$	(8,923	)	$	(1,664	)
Denominator:
Weighted average shares of common stock outstanding, basic and diluted		230,209,142			200,000,000			230,209,142			200,000,000
Net loss per share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.01	)

Schedule of Potentially Dilutive Securities not included in the Diluted Per Share Calculations

Potentially dilutive securities that were not included in the diluted per share calculations were as follows:


	Six Months Ended June 30,
	2026		2025
Shares subject to outstanding common stock warrants		7,432,122		—
Shares subject to outstanding common stock options		50,000,000		40,000,000
Retainer shares		12,500,000		—
Total		69,932,122		40,000,000

Related Parties - Additional Information (Details) - USD ($) $ in Thousands	Sep. 22, 2025	Aug. 30, 2024	Jun. 30, 2026	Dec. 31, 2025
Transition Services Agreement [Member] \| Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Percentage of transition services	10.00%
Service fees accrued			$ 590	$ 370
Debt Exchange Agreement [Member] \| Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Outstanding indebtedness		$ 54,200
Maximum [Member] \| Transition Services Agreement [Member] \| Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Transition services fees	$ 2,000
Common Stock [Member] \| Debt Exchange Agreement [Member] \| Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Conversion of shares		542,361
Common Stock [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Conversion of shares	2,072,500
Series A Preferred Stock [Member] \| Debt Exchange Agreement [Member] \| Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Conversion of shares		5,423,606

Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

Note 10. Subsequent events

On July 3, 2026, the Company entered into a binding term sheet with iHolding Group LLP (“iHolding”), pursuant to which iHolding has proposed to invest $100.0 million in the Company through the purchase of approximately 10 million newly issued shares of the Company’s common stock at a purchase price of $10.00 per share. The consummation of the proposed investment is subject to numerous factors, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, and the ability of the parties to negotiate and execute the definitive agreements. The term sheet reflects terms that remain subject to further negotiation, modification and/or approval by the applicable boards of directors and may be terminated by the parties.

Net Loss Per Share

6 Months Ended

Jun. 30, 2026

Earnings Per Share [Abstract]

Net Loss Per Share

Note 9. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Numerator:
Net loss	$	(4,347	)	$	(999	)	$	(8,923	)	$	(1,664	)
Denominator:
Weighted average shares of common stock outstanding, basic and diluted		230,209,142			200,000,000			230,209,142			200,000,000
Net loss per share, basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.01	)

Basic net loss per share was the same as diluted net loss per share for all periods as the inclusion of potentially dilutive securities would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations were as follows:


	Six Months Ended June 30,
	2026		2025
Shares subject to outstanding common stock warrants		7,432,122		—
Shares subject to outstanding common stock options		50,000,000		40,000,000
Retainer shares		12,500,000		—
Total		69,932,122		40,000,000

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2026	Aug. 10, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2026
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q2
Entity Registrant Name	Semnur Pharmaceuticals, Inc.
Entity Central Index Key	0001913577
Entity File Number	001-41351
Entity Tax Identification Number	98-1659463
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
City Area Code	(650)
Local Phone Number	422-7515
Entity Address, Address Line One	960 San Antonio Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
Entity Common Stock, Shares Outstanding		230,209,142
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SMNR
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol	SMNRW

Nature of Operations (Tables)

6 Months Ended

Jun. 30, 2026

Organization and Business Operation [Abstract]

Summary of Common Stock Immediately Following Business Combination

The following summarizes the Company's Common Stock immediately following the Business Combination:


Holders	Shares
Denali public shareholders		13,629
Sponsor		2,072,500
Scilex Holding Company		201,054,849
Consultants		26,500,000
Denali underwriters		100,000
Total		229,740,978

Related Parties (Tables)

6 Months Ended

Jun. 30, 2026

Schedule of Total Loans Received

The total loans received from Scilex were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Loans from Scilex Holding Company — stock-based compensation	$	1,295	$	119	$	2,779	$	211
Loans from Scilex Holding Company — expenses paid by Scilex Holding Company on behalf of the Company		2,734		1,298		6,237		2,528
Total loans from Scilex Holding Company	$	4,029	$	1,417	$	9,016	$	2,739

Subsequent Events - Additional Information (Details) - Subsequent Event - iHolding Group LLP - Common Stock $ / shares in Units, shares in Millions, $ in Millions	Jul. 03, 2026 USD ($) $ / shares shares
Subsequent Events [Line Items]
Investment proposed amount \| $	$ 100.0
Newly issued shares \| shares	10
Purchase price per share \| $ / shares	$ 10

- Definition

Number of new stock issued during the period.

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+ Details

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2026

Balance Sheet Related Disclosures [Abstract]

Summary of Prepaid Expenses

Prepaid expenses consist of the following (in thousands):


	June 30,		December 31,
	2026		2025
Prepaid research & development	$	997	$	436
Prepaid insurance		106		140
Total prepaid expenses	$	1,103	$	576

Schedule of Property and Equipment, Net Consists

Property and equipment, net consists of the following (in thousands):


	June 30,			December 31,
	2026			2025
Construction-in-progress	$	750		$	750
Furniture		17			17
Computers and equipment		8			8
Property and equipment, gross		775			775
Less: accumulated depreciation		(25	)		(25	)
Property and equipment, net	$	750		$	750

Schedule of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2026		2025
Accrued compensation	$	1,328	$	469
Accrued interest	$	123	$	-
Accrued research & development		15		30
Accrued professional fees		-		236
Accrued other		181		4
Total accrued expenses	$	1,647	$	739

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Balance Sheet Related Disclosures [Abstract]
Accrued compensation	$ 1,328	$ 469
Accrued interest	123	0
Accrued research & development	15	30
Accrued professional fees	0	236
Accrued other	181	4
Total accrued expenses	$ 1,647	$ 739

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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 39,000	$ 20,000
Prepaid expenses	1,103,000	576,000
Other current assets	51,000	0
Total current assets	1,193,000	596,000
Non-current assets:
Property and equipment, net	750,000	750,000
Total assets	1,943,000	1,346,000
Current liabilities:
Accounts payable	6,918,000	5,912,000
Accrued expenses	1,647,000	739,000
Promissory notes	2,107,000	3,517,000
Total current liabilities	10,672,000	10,168,000
Non-current liabilities:
Related party loan	20,944,000	11,928,000
Total liabilities	31,616,000	22,096,000
Commitments and contingencies (See Note 4)
Stockholders' deficit:
Preferred stock, $0.0001 par value, 45,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 5,423,606 shares issued and outstanding as of June 30, 2026 and December 31, 2025	1,000	1,000
Common stock, $0.0001 par value, 740,000,000 shares authorized as of June 30, 2026 and December 31, 2025 ; 230,209,142 shares issued and outstanding as of June 30, 2026 and December 31, 2025	23,000	23,000
Additional paid-in capital	255,026,000	255,026,000
Accumulated deficit	(284,723,000)	(275,800,000)
Total stockholders' deficit	(29,673,000)	(20,750,000)
Total liabilities and stockholders' deficit	$ 1,943,000	$ 1,346,000

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating Expenses [Abstract]
Research and development	$ 1,249	$ 502	$ 2,515	$ 689
General and administrative	2,975	497	6,285	975
Total operating expenses	4,224	999	8,800	1,664
Loss from operations	(4,224)	(999)	(8,800)	(1,664)
Other expense:
Interest expense	(123)	0	(123)	0
Total other expense	(123)	0	(123)	0
Net loss and comprehensive loss	$ (4,347)	$ (999)	$ (8,923)	$ (1,664)
Net loss per share, basic	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.01)
Net loss per share, diluted	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.01)
Weighted average shares of common stock outstanding, basic	230,209,142	200,000,000	230,209,142	200,000,000
Weighted average shares of common stock outstanding, diluted	230,209,142	200,000,000	230,209,142	200,000,000

Related Parties

6 Months Ended

Jun. 30, 2026

Related Parties

Note 8. Related Parties

Transactions entered into between the Company and Scilex are considered related party transactions. These transactions have been reflected as related party loans, a long-term liability, on the condensed consolidated balance sheets. These amounts do not carry interest, and are not expected to be settled through transfer of cash or other assets by the Company.

The total loans received from Scilex were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Loans from Scilex Holding Company — stock-based compensation	$	1,295	$	119	$	2,779	$	211
Loans from Scilex Holding Company — expenses paid by Scilex Holding Company on behalf of the Company		2,734		1,298		6,237		2,528
Total loans from Scilex Holding Company	$	4,029	$	1,417	$	9,016	$	2,739

Debt Exchange Agreement

On August 30, 2024, the Company and Scilex entered into the Contribution and Satisfaction of Indebtedness Agreement (the “Debt Exchange Agreement”) with respect to certain amounts owed to Scilex by the Company, including accrued and unpaid interest thereon, if any, which amount may be updated pursuant to the terms thereof, for certain loans and other amounts provided by Scilex to the Company prior to the closing of the Business Combination (the “Outstanding Indebtedness”).

At Closing, the Outstanding Indebtedness between the Company and Scilex totaling $54.2 million was converted into 5,423,606 shares of Series A Preferred Stock and 542,361 shares of Common Stock. The Outstanding Indebtedness is considered to be extinguished in its entirety and shall be of no further force or effect and shall be deemed paid and satisfied in full and irrevocably and automatically discharged, terminated and released.

Transition Services Agreement

On September 22, 2025, in connection with the Closing, the Company entered into the Transition Services Agreement (the “Transition Services Agreement”) with Scilex, pursuant to which the Company can utilize certain employees and other service providers of Scilex to operate the business, including with respect to the following business functions: finance, human resources, information systems, legal and administrative, R&D support and commercialization support. Transition services provided by Scilex will be on a cost plus 10% basis, provided that the service fees will not exceed $2.0 million per annum until all payments under the Scilex-Oramed Note have been paid in full in cash, and the Company will reimburse Scilex for its out of pocket fees, costs or expenses. During the transition period, the Company plans to engage and increase full time employees to support research and development, general administrative, manufacturing, regulatory and commercial functions as the Company enters the final stage of development and pre-launch commercialization planning. The term of the Transition Services Agreement is three years following the execution of such agreement, which the Company believes is sufficient time to develop commercial infrastructure and other business functions.

As of June 30, 2026 and December 31, 2025, the Company had $0.59 million and $0.37 million, respectively, of service fees accrued under the Transition Services Agreement which is included in related party loans on the condensed consolidated balance sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

+ Details

Capital Structure

6 Months Ended

Jun. 30, 2026

Shareholder

Capital Structure

Note 6. Capital Structure

As of June 30, 2026 and December 31, 2025, the Company was authorized to issue 785,000,000 shares, consisting of (i) 740,000,000 shares of Common Stock, and (ii) 45,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”). Holders of the Common Stock are entitled to dividends if and when declared by the Company's Board of Directors (the “Board of Directors”). The holder of each share of Common Stock is entitled to one vote. As of June 30, 2026 and December 31, 2025, no dividends were declared.

On May 22, 2026, the Board of Scilex Holding Company (“Scilex”), the Company's parent, approved a dividend (the “Semnur Dividend”) consisting of shares of the Company’s common stock, par value $0.0001 per share, payable to the stockholders and certain other eligible equity holders of Scilex (the “Participating Holders”). The record date for the Semnur Dividend was June 1, 2026.

Pursuant to the Semnur Dividend, each Participating Holder became entitled to receive one (1) share of Company’s common stock for each share of Scilex common stock held as of the record date (or for each share issuable or deemed issuable upon the exercise or conversion of other eligible securities).

As of June 30, 2026, Scilex had distributed 13,971,167 shares of the Company’s common stock to the Participating Holders.

Common Stock Reserved

As of June 30, 2026, Common Stock reserved for future issuance includes, on an as-converted basis, a total of 59,832,122 shares and includes 7,432,122 Warrants, 50,000,000 outstanding stock options (see Note 7), and 2,400,000 shares reserved under the 2025 Inducement Plan.

Preferred Stock

As of June 30, 2026 and December 31, 2025, the Company had 5,423,606 shares of Series A Preferred Stock (“Series A Preferred Stock”) issued and outstanding. The holders of Series A Preferred Stock have various rights and preferences as follows:

Rank

The Series A Preferred Stock shall rank (i) senior to all Common Stock, and to all other classes or series of capital stock of Semnur, except for any such other class or series, the terms of which expressly provide that it ranks on parity with the Series A Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of Semnur (“Junior Securities”); and (ii) on parity with each class or series of capital stock of Semnur, created specifically ranking by its terms on parity with the Series A Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of Semnur (“Parity Security”).

Dividend Rights

Holders of Series A Preferred Stock shall not be entitled to dividends unless Semnur pays dividends to holders of Common Stock and shall be entitled to receive, when, as and if declared by the Board of Directors, such dividends (whether in cash or other property) as are paid to holders of Common Stock to the same extent as if such holders of Series A Preferred Stock had been deemed to convert their shares of Series A Preferred Stock into Common Stock and had held such shares of Common Stock on the record date for such dividends and distributions. Such payments will be made concurrently with the dividend or distribution to the holders of the Common Stock.

Liquidation Preference

In the event of a change of control, liquidation, dissolution or winding-up of Semnur, whether voluntary or involuntary, before any payment or distribution of Semnur’s property or assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, the holders of Series A Preferred Stock shall be entitled to receive an amount per share of Series A Preferred Stock equal to the greater of (i) the sum of $10.00 (which amount shall be appropriately adjusted in the event of any stock split, stock combination or other similar recapitalization of the Series A Preferred Stock) and all accrued and unpaid dividends and (ii) the amount such share of Series A Preferred Stock would be entitled to receive pursuant to the change of control, liquidation, dissolution or winding-up of Semnur assuming that such share had been converted into shares of Common Stock in a Deemed Conversion (as defined below). If, in the event of a change of control, liquidation, dissolution or winding-up of Semnur, Semnur’s assets, or proceeds thereof, are insufficient to pay in full the aggregate amount of liquidation preference payable in respect of all outstanding shares of Series A Preferred Stock, such assets or the proceeds thereof will be distributed ratably in proportion to the respective amounts of the liquidation preference if paid in full.

Conversion and Redemption Rights

The shares of Series A Preferred Stock are not convertible into Common Stock or any other securities of Semnur and are not redeemable by Semnur; provided, however, a number of the rights, preferences and privileges of the Series A Preferred Stock set forth in the certificate of designations (the “Certificate of Designations”) will be determined based on an as-converted-to-Common Stock basis or otherwise assume that the shares of Series A Preferred Stock are converted into shares of Common Stock. Accordingly, the number of shares of Common Stock that each share of Series A Preferred Stock is deemed to be (or otherwise being treated as) converted into for the purpose of effecting the various rights, preferences and privileges of the Series A Preferred Stock set forth in the Certificate of Designations (a “Deemed Conversion”), whether in connection with a change of control or otherwise, shall be equal to the result obtained by dividing (i) stated value by (ii) $10.00 (subject to anti-dilution adjustments).

Voting and Other Preferred Rights

Except as otherwise required by law or as set forth in the Certificate of Designations, the holders of shares of Series A Preferred Stock are entitled to vote, together with the holders of shares of Common Stock and not separately as a class, on all matters upon which holders of shares of Common Stock have the right to vote. The holders of shares of Series A Preferred Stock are entitled to one vote for each share of Common Stock that such share of Series A Preferred Stock would otherwise be convertible into pursuant to a Deemed Conversion on the record date for the determination of the stockholders entitled to vote.

As long as any shares of Series A Preferred Stock are outstanding, Semnur shall not, without the affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock (a) change the Series A Preferred Stock (whether by merger, conversion, consolidation, reclassification or otherwise) into cash, securities or other property except in accordance with the terms of the Certificate of Designations; (b) create, authorize or issue any

Parity Security or other equity security the terms of which provide that it ranks senior to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding-up of Semnur, or increase the authorized amount of any such other class or series; or (c) amend its certificate of incorporation or the Certificate of Designations in any manner that adversely affects the holders of Series A Preferred Stock.

Consulting Agreements with Stock Remuneration

Consulting Services Agreement with 450W42ND MIMA, LLC

On August 25, 2024, Legacy Semnur entered into a consulting services agreement with 450W42ND MIMA, LLC, which agreed to perform certain consulting and advisory services related to Legacy Semnur's business, financing, and mergers and acquisitions opportunities for a period of 12 months from the date of the agreement, in exchange for Common Stock.

On July 22, 2025, Legacy Semnur entered into an amendment to the foregoing consulting services agreement, pursuant to which Legacy Semnur instead agreed to issue 3,200,000 shares of Legacy Semnur common stock, subject to the satisfaction of the terms and conditions contained in the consulting services agreement, as amended.

In September 2025, the consulting agreement with 450W42ND MIMA, LLC was terminated and no shares are required to be issued.

Consulting Services Agreement with Wise Orient Investments Limited

On August 26, 2024, Legacy Semnur entered into a consulting services agreement with Wise Orient Investments Limited (“Wise Orient”), which agreed to perform certain consulting and advisory services related to Legacy Semnur’s business, financing, and mergers and acquisitions opportunities for a period of 12 months from the date of the agreement, in exchange for Common Stock.

On July 22, 2025, Legacy Semnur entered into an amendment to the foregoing consulting services agreement, pursuant to which Legacy Semnur agreed to instead issue 3,200,000 shares of Legacy Semnur common stock, subject to the satisfaction of the terms and conditions contained in the consulting services agreement, as amended.

Upon Closing, 4,000,000 shares (i.e., the then-existing 3,200,000 shares of Legacy Semnur common stock multiplied by the Exchange Ratio) of Common Stock were issued to Wise Orient and the associated expense was recognized as general and administrative expense on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

Consulting Services Agreement with JW Investment Management Company Limited

On June 12, 2025, Legacy Semnur entered into an advisory services agreement with JW Investment Management Company Limited (“JW”), pursuant to which JW agreed to perform certain consulting and advisory services related to Legacy Semnur's business, financing, and mergers and acquisitions opportunities for a period of 12 months from the date of the agreement.

In exchange for the services provided and subject to the terms and conditions contained in the consulting services agreement, Legacy Semnur agreed to issue JW 10,000,000 shares of Common Stock following the consummation of the Business Combination, as well as a cash financing service fee of 7% of the received investment funds should JW successfully facilitate the signing of a PIPE contract on the Company’s behalf.

On July 22, 2025, Legacy Semnur entered into an amendment to the foregoing consulting services agreement, pursuant to which Legacy Semnur agreed to amend the share compensation and instead issue to JW 8,000,000 shares of Legacy Semnur common stock, subject to the satisfaction of the terms and conditions contained in the consulting services agreement, as amended.

Upon Closing, 10,000,000 shares (i.e., the then-existing 8,000,000 shares of Legacy Semnur common stock multiplied by the Exchange Ratio) of Common Stock were issued to JW and the associated expense was recognized as general and administrative expense on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

In April 2026, the Company terminated the PIPE transaction. Accordingly, as of June 30, 2026, no obligation existed with respect to the 7% cash financing service fee.

Retainer Shares

On July 22, 2025, Legacy Semnur entered into a stock issuance agreement with the law firm named therein pursuant

to which the law firm was issued 10,000,000 shares of Legacy Semnur common stock as a retainer for legal services and payment for prior services. Upon Closing, the shares were exchanged for 12,500,000 shares (i.e., the then-existing 10,000,000 shares of Legacy Semnur common stock multiplied by the Exchange Ratio) of Common Stock.

All such shares are held by the law firm as collateral for current and future outstanding legal fees due from the Company. At the option of the law firm, the retainer shares may be sold and the net proceeds may be applied against the outstanding legal fees. The retainer shares not applied against the outstanding legal fees due will be returned to the Company. As of June 30, 2026, it was not probable that any of the retainer shares would be applied against any outstanding legal fees.

Scilex Stockholder Agreement

Concurrently with the execution of the Merger Agreement, the Company entered into a Stockholder Agreement with Scilex (the “Scilex Stockholder Agreement”). Pursuant to the Scilex Stockholder Agreement, from and after the effective time of the Business Combination, and for so long as Scilex beneficially owns any preferred stock, among other things, (i) Scilex shall have the right, but not the obligation, to designate each director to be nominated, elected or appointed to the Board of Directors (each, a “Stockholder Designee” and collectively, the “Stockholder Designees”), regardless of (i) whether such Stockholder Designee is to be elected to the Board of Directors at a meeting of stockholders called for the purpose of electing directors (or by consent in lieu of meeting) or appointed by the Board of Directors in order to fill any vacancy created by the departure of any director or increase in the authorized number of members of the Board of Directors, or (ii) the size of the Board of Directors, and the Company will be required to take all actions reasonably necessary, and not otherwise prohibited by applicable law, to cause each Stockholder Designee to be so nominated, elected or appointed to the Board of Directors as more fully described in the Scilex Stockholder Agreement. Scilex shall also have the right to designate a replacement director for any Stockholder Designee that has been removed from the Board of Directors and the right to appoint a representative of Scilex to attend all meetings of the committees of the Board of Directors. The Scilex Stockholder Agreement also provides that the Company will be prohibited from taking certain actions without the consent of Scilex. Such actions include, among other things, amendments to the Certificate of Designations, increases or decreases in the size of the Board of Directors, the incurrence of certain amounts of indebtedness and the payment of dividends on common stock. In addition, the Scilex Stockholder Agreement provides that the Company will be prohibited from taking certain actions without the consent of Oramed (but only until the date on which all payments under the Scilex-Oramed Note and all other obligations under the Scilex-Oramed Note have been paid in full in cash). The actions that require Oramed’s consent include, among other things, (i) amending certain agreements, including the Scilex Stockholder Agreement, the Merger Agreement, the Company’s certificate of incorporation or bylaws, the 2024 Plan (as defined in Note 7), the Stockholder Support Agreement and the Debt Exchange Agreement (as defined in Note 8), in each case that adversely affect the rights of capital stock held by Scilex in the Company; (ii) approval of the issuance of capital stock of the Company that would result in Scilex holding less than 55% of the outstanding shares or voting power in the Company; (iii) forming any subsidiary that is not wholly owned and controlled by the Company; (iv) permitting any option grants to Scilex Insiders (as defined therein) pursuant to the 2024 Plan prior to the execution of the Merger Agreement to be exercisable; and (v) permitting certain compensation payments to Scilex Insiders (as defined therein).

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development	$	142	$	80	$	146	$	107
General and administrative		1,153		39		2,633		104
Total stock-based compensation expense	$	1,295	$	119	$	2,779	$	211

Related Parties - Schedule of Total Loans Received (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Related Party Transactions [Line Items]
Total loans from Scilex Holding Company			$ 6,237	$ 2,528
Scilex Holding Company [Member]
Related Party Transactions [Line Items]
Total loans from Scilex Holding Company	$ 4,029	$ 1,417	9,016	2,739
Scilex Holding Company [Member] \| Location, Statement of Income, Balance [Axis]: us-gaap:OperatingExpenses
Related Party Transactions [Line Items]
Total loans from Scilex Holding Company	2,734	1,298	6,237	2,528
Scilex Holding Company [Member] \| Location, Statement of Income, Balance [Axis]: us-gaap:ShareBasedCompensation
Related Party Transactions [Line Items]
Total loans from Scilex Holding Company	$ 1,295	$ 119	$ 2,779	$ 211

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Promissory Notes - Summary of New Promissory Notes (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Existing Balance	$ 6,058
Promissory notes	2,107	$ 3,517
Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Promissory notes	4,478
Discharge	1,834
Sponsor Note [Member]
Debt Instrument [Line Items]
Existing Balance	$ 1,807
Sponsor Note [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Original Issue Date	Apr. 11, 2023
Sponsor Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Original Issue Date	Jul. 10, 2024
Sponsor Note [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Promissory notes	$ 806
Discharge	$ 1,144
FutureTech Note [Member]
Debt Instrument [Line Items]
Original Issue Date	Jul. 11, 2023
Existing Balance	$ 1,363
FutureTech Note [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Promissory notes	1,022
Discharge	$ 340
Denali Underwriter Notes [Member]
Debt Instrument [Line Items]
Original Issue Date	Apr. 06, 2022
Existing Balance	$ 2,888
Denali Underwriter Notes [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Promissory notes	2,650
Discharge	$ 350

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 4. Commitments and Contingencies

In the normal course of business, the Company may from time to time be named as a party to various legal claims, actions and complaints, including matters involving employment, intellectual property, effects from the use of therapeutics utilizing its technology, or others. It is impossible to predict with certainty whether any resulting liability would have a material adverse effect on the Company’s financial position, results of operations or cash flows. As of June 30, 2026 and December 31, 2025, the Company was not a party to any material legal proceedings with respect to itself or any of its material properties.

Legacy Semnur Merger Agreement

On March 18, 2019, Legacy Semnur was acquired by Scilex pursuant to an Agreement and Plan of Merger with Semnur (as amended, the “Legacy Semnur Merger Agreement”), Sigma Merger Sub, Inc., a wholly owned subsidiary of Scilex (“Sigma Merger Sub”), Fortis Advisors LLC, solely as representative of the holders of the Legacy Semnur’s equity, and for limited purposes, Sorrento Therapeutics, Inc. Pursuant to the Legacy Semnur Merger Agreement, Sigma Merger Sub merged with and into Legacy Semnur, and Legacy Semnur survived as Scilex’s wholly owned subsidiary.

Pursuant to the Legacy Semnur Merger Agreement, and upon the terms and subject to the conditions contained therein, Scilex agreed to pay the former holders of Legacy Semnur’s capital stock up to $280.0 million in aggregate contingent cash consideration based on the achievement of certain milestones (which amount is expected to be charged back to Semnur through an intercompany arrangement), comprised of a $40.0 million payment that will be due upon obtaining the first approval of a new drug application of a Semnur product by the FDA and additional payments that will be due upon the achievement of certain amounts of net sales of Semnur products, as follows: (i) a $20.0 million payment upon the achievement of $100.0 million in cumulative net sales of a Semnur product, (ii) a $20.0 million payment upon the achievement of $250.0 million in cumulative net sales of a Semnur product, (iii) a $50.0 million payment upon the achievement of $500.0 million in cumulative net sales of a Semnur product, and (iv) a $150.0 million payment upon the achievement of $750.0 million in cumulative net sales of a Semnur product. To date, none of the foregoing payments have been triggered.

Shah Assignment Agreement

On August 6, 2013, Legacy Semnur entered into an Assignment Agreement (the “Shah Assignment Agreement”) with Shah Investor LP (“Shah Investor”). Pursuant to the Shah Assignment Agreement, Shah Investor assigned to Legacy Semnur the patents, know-how and other intellectual property related to pharmaceutical compositions of corticosteroids.

In consideration of the license and rights granted by Shah Investor, Legacy Semnur agreed to pay royalties (i) at the rate of 1.5% of the Net Sales for Annual Net Sales (each as defined therein) up to $250.0 million and (ii) at the rate of 2.5% of the Net Sales for Annual Net Sales of $250.0 million and above, subject to certain adjustments as set out in the Shah Assignment Agreement. Such royalty payment for a given calendar quarter shall be due and payable on the date the royalty report for such quarter is due under the Shah Assignment Agreement. To date, none of the foregoing payments have been triggered.

The Shah Assignment Agreement continues in full force and effect on a country-by-country and product-by-product basis until royalties are no longer due on such product under the agreement. The Shah Assignment Agreement contains customary reciprocal indemnification obligations for Shah Investor and Semnur.

Subsidiary Guarantee to Scilex-Oramed Note

On September 21, 2023, Scilex entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the “Scilex-Oramed SPA”) with Oramed Pharmaceuticals Inc. (“Oramed”) and the Agent (as defined below), pursuant to which, among other things, Scilex issued to Oramed a senior secured promissory note due 18 months from the date of issuance in the principal amount of $101.9 million (the “Scilex-Oramed Note”). In connection with the Scilex-Oramed SPA, Scilex and each of its subsidiaries, including Legacy Semnur, (collectively, the “Guarantors”) entered into a subsidiary guarantee (as amended, the “Subsidiary Guarantee”) with Oramed and Acquiom Agency Services LLC, as the collateral agent for the holders of the Scilex-Oramed Note (the “Agent”), pursuant to which, the Guarantors have agreed to guarantee and act as surety for payment of the Scilex-Oramed Note and any additional notes issued by Scilex in full or partial substitution of the Scilex-Oramed Note. Following the execution of the amended and restated security agreement with Oramed on October 8, 2024, and upon completion of the Business Combination, as of September 22, 2025, the Company was no longer a Guarantor under the Subsidiary Guarantee.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b51 Arr Modified Flag	false
Non Rule 10b51 Arr Modified Flag	false

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,923)	$ (1,664)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,779	211
Interest accrued on Promissory notes	123	0
Changes in operating assets and liabilities:
Prepaid Expenses	(527)	2
Other assets	(51)	0
Accounts payable	1,006	0
Accrued expenses	785	1,320
Net cash used in operating activities	(4,808)	(131)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of promissory notes	(1,410)	0
Proceeds from related party loans	6,237	2,528
Payments of deferred offering costs	0	(2,354)
Net cash provided by financing activities	4,827	174
Net change in cash and cash equivalents	19	43
Cash and cash equivalents at beginning of period	20	12
Cash and cash equivalents at end of period	$ 39	$ 55

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2026	Dec. 31, 2025
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	45,000,000	45,000,000
Preferred stock, shares issued	5,423,606	5,423,606
Preferred stock, shares outstanding	5,423,606	5,423,606
Common stock, per value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	740,000,000	740,000,000
Common stock, shares issued	230,209,142	230,209,142
Common stock, shares outstanding	230,209,142	230,209,142

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

+ Details

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References + Details

- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

+ References + Details

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

+ Details

Balance Sheet Components - Summary of Prepaid Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Balance Sheet Related Disclosures [Abstract]
Prepaid research & development	$ 997	$ 436
Prepaid insurance	106	140
Total prepaid expenses	$ 1,103	$ 576

Nature of Operations - Summary of Common Stock Immediately Following the Business Combination (Details) - Merger Agreement [Member]	Sep. 22, 2025 shares
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	229,740,978
Denali Public Shareholders [Member]
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	13,629
Sponsor [Member]
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	2,072,500
Scilex Holding Company [Member]
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	201,054,849
Consultants [Member]
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	26,500,000
Denali Underwriters [Member]
Business Combination, Consideration Transferred, Equity Interest [Line Items]
Business combination, equity interest share issued, number of shares	100,000

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2026
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation. These interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP were condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025. Operating results for the six-month periods presented are not necessarily indicative of the results that may be expected for the Company’s 2026 fiscal year, or any subsequent period. Carve-Out Method Since 2019, the Company has operated as a wholly owned subsidiary of Scilex and the Company’s financial results have been historically included in Scilex’s consolidated financial results. The accompanying condensed consolidated financial statements reflect assets, liabilities, and expenses that are directly attributable to the Company, including the assets, liabilities, and expenses of the SP-102 development program. The assets and liabilities excluded from the accompanying condensed consolidated financial statements consist of: • Cash held by Scilex to fund the Company’s operations. Scilex uses a centralized approach to cash management and financing of its operations and those of its subsidiaries. Accordingly, only the cash and cash equivalents residing in the Company’s bank accounts and legally owned by the Company have been reflected in these condensed consolidated financial statements. • Other assets and liabilities at Scilex which are not directly related to, or are not specifically owned by, or are not commitments, of the Company, including certain fixed assets, intangible assets, and leases shared by the Company with other business operations of Scilex. • Third-party debt held by Scilex and the related interest expense have not been allocated to the Company's condensed consolidated financial statements as the Company was not the legal obligor of the third-party debt and Scilex’s borrowings were not directly attributable to the Company. To fund the Company’s operating cash flow needs, Scilex made payments on behalf of the Company directly to vendors and allocated non-cash stock-based compensation expenses during the six months ended June 30, 2026 and 2025. See Note 8 for additional details. The Company’s operating expenses consisted of both research and development (“R&D”) and general and administrative (“G&A”) expenses. R&D expenses directly related to the Company, including third-party costs of conducting studies and clinical trials for the SP-102 product candidate, were entirely attributed to the Company in the accompanying condensed consolidated financial statements. R&D salaries, wages, benefits, and stock-based compensation related to Scilex's equity incentive plans were allocated to the Company based on the estimated percentage of time certain Scilex R&D employees spent on the SP-102 program during the reporting period. The Company also received services and support from other functions of Scilex. The Company’s operations are dependent upon the ability of these other functions to provide these services and support. The costs associated with these services and support were allocated to the Company based on the estimated percentage of time certain Scilex employees spent supporting the SP-102 program. These allocated costs were primarily related to corporate administrative expenses, G&A employee related costs, including salaries, stock-based compensation related to Scilex's equity incentive plans, and other benefits for corporate employees, as well as other expenses for shared assets for the following functional groups: information technology, legal, accounting and finance, facilities, and other corporate and infrastructural services. These allocated costs were recorded as R&D expenses and G&A expenses in the statements of operations and comprehensive loss. The Company believes the assumptions and allocations underlying the accompanying condensed consolidated financial statements were reasonable and appropriate under the circumstances. Nevertheless, the Company’s condensed consolidated financial statements may not include all of the actual expenses that would have been incurred had the Company operated as a standalone company during the periods presented and may not reflect the results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company also may have incurred additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, would result in additional costs that are not reflected in its historical results of operations, financial position and cash flows.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of operating expenses during the reporting period. These estimates include, but are not limited to, fair value of financial instruments, useful lives of property and equipment, certain assumptions used to calculate the fair value of Scilex stock option awards, as well as the percentage of time certain Scilex employees spent supporting the Company’s SP-102 program, which is used to calculate the amount of operating expenses allocated from Scilex as discussed in the “Carve-Out Method” section above.
Risks and Uncertainties	Risks and Uncertainties Any product candidates developed by the Company will require approvals from the U.S. Food and Drug Administration (the “FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s current and future product candidates will meet desired efficacy and safety requirements to obtain the necessary approvals. If approval is denied or delayed, it may have a material adverse impact on the Company’s business and its condensed consolidated financial statements. The Company is subject to a number of risks similar to other late-stage pharmaceutical companies including, but not limited to, dependency on the clinical success of the Company’s product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition, untested manufacturing capabilities, and dependence on key individuals and sole source suppliers. Global economic and business activities continue to face widespread macroeconomic and geopolitical uncertainties, including global trade disputes, labor shortages, declines in consumer confidence, inflation and monetary supply shifts, recession risks, potential disruptions from the ongoing wars in Ukraine and the Middle East and related sanctions, declines in economic growth, tariffs, the current U.S. government shutdown and uncertainty about economic stability. The Company continues to actively monitor the impact of these macroeconomic and geopolitical factors on its financial condition, liquidity, operations, and workforce. The extent of the impact of these factors on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted; however, any continued or renewed disruption resulting from these factors could negatively impact the Company’s business.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the federal deposit insurance coverage limit of $250,000. The Company has not experienced losses on this account.
Concentration of Supply Risk	Concentration of Supply Risk The Company contracts with third parties for the manufacture, assembly, testing, packaging and storage of its product candidate. The Company’s contract manufacturing organizations (“CMOs”) comply with Current Good Manufacturing Practice and regulatory requirements. The CMOs are selected for specific competencies having met the Company’s development, manufacturing, quality and the FDA regulatory requirements. These CMOs manufacture the Company’s clinical supplies and commercial batches. The Company currently has no plans to build its own manufacturing or distribution infrastructure. As clinical trial development progresses forward, the Company will continue to explore both internal capabilities as well as deepening and expanding external relationships to ensure it is able to meet manufacturing requirements. Lifecore Master Services Agreement On January 27, 2017, the Company entered into a Master Services Agreement (as amended, the “Lifecore Master Services Agreement”), with Lifecore Biomedical, LLC (“Lifecore”). Pursuant to the Lifecore Master Services Agreement, Lifecore is responsible for clinical trial material manufacturing and development services for SP-102 as set forth in each separate statement of work. For the purposes of Lifecore’s development and clinical trial material manufacturing obligations, the Company granted Lifecore a nonexclusive, worldwide and royalty-free license under the Company's owned or controlled intellectual property rights necessary to manufacture SP-102, without additional right, title or interest in the Company’s intellectual property. The Lifecore Master Services Agreement expires on December 31, 2028, unless terminated earlier in accordance with the terms of such agreement, or unless renewed further by the parties. Either party may terminate the Lifecore Master Services Agreement (1) if the other party is in material breach of the agreement and fails to cure such breach within 30 days of written notice, subject to certain exceptions; or (2) immediately upon written notice to the other party if the other party (a) becomes insolvent, (b) ceases to function as a going concern, (c) is convicted of or pleads guilty to a charge of violating any law relating to either party’s business, or (d) engages in any act which materially impairs goodwill associated with SEMDEXA or materially impairs the terminating party’s trademark or trade name. In addition, Lifecore may terminate the agreement if (i) Semnur fails to pay past due invoices upon 30 days’ written notice, or (ii) Semnur rejects or fails to respond to a major change or minor change proposed by Lifecore that does not change SEMDEXA’s written and approved acceptance criteria. The Lifecore Master Services Agreement contains customary reciprocal indemnification obligations for Lifecore and Semnur. During the three and six months ended June 30, 2026, the Company incurred expenses of $(0.05) million and $0.08 million, respectively, related to the Lifecore Master Services Agreement.
Segments	Segments Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. Since inception, the Company has devoted all of its efforts to the development of SP-102. Accordingly, the Company has determined that it operates its business as a single operating segment and has one reportable segment. The CODM assesses performance and decides how to allocate resources based on net loss. Net loss is used to monitor budget versus actual results. The measure of segment net loss and segment expenses is reported on the condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. All long-lived assets are maintained in the United States of America and Switzerland.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents, such as money market accounts. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 —Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The Company’s financial assets carried at fair value are comprised of cash and cash equivalents. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These assets are Level 1 assets as they are valued using inputs observable in active markets for identical securities.
Property and Equipment	Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. The cost of repairs and maintenance is expensed as incurred. Costs for property and equipment not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. There was no impairment of long-lived assets during the three and six months ended June 30, 2026 and 2025.
Promissory Notes and Related Party Loan	Promissory Notes and Related Party Loan The Company accounts for its promissory notes and related party loan in accordance with ASC 470, Debt, and related guidance. Debt is recognized at the issuance date fair value, net of any debt discounts or issuance costs. Debt is subsequently carried at amortized cost, with any applicable interest expense recognized using the effective interest method over the contractual term. If the debt is amended or exchanged, the Company evaluates whether the modification is considered a troubled debt restructuring or an extinguishment under ASC 470-50. When extinguishment accounting applies, the old debt is derecognized and any difference between the reacquisition price and the carrying amount of the extinguished debt is recognized in earnings.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. As of June 30, 2026 and December 31, 2025, the Company has accounted for the Public Warrants and Private Warrants as equity-classified instruments.
Research and Development Costs	Research and Development Costs The Company expenses the cost of R&D as incurred. R&D expenses are comprised of costs incurred in performing R&D activities, including clinical trial costs, manufacturing costs for clinical materials, and the costs relating to other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, which establishes accounting for equity instruments exchanged for employee and consulting services. Stock-based compensation cost is measured at the grant date, based on the fair value of the award determined using the Black-Scholes option pricing model, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or non-employee’s vesting period. The Company accounts for forfeitures as incurred. For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. The Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates, in conjunction with the fair value of Scilex’s common stock, risk-free interest rate, and the expected dividend yield as inputs in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s condensed consolidated statement of operations. Stock-based compensation for Scilex employees who provide services and support activities related to the Company are allocated and attributed to the Company based on the estimated percentage of their time spent providing services attributable to the Company.
Income Taxes	Income Taxes The provisions of ASC 740, Income Taxes, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized.
Comprehensive Loss	Comprehensive loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There are no components of comprehensive loss for the Company. Thus, comprehensive loss is the same as the net loss for the periods presented.
Net Loss per Share	Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options and warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated information about certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and can be applied prospectively or retrospectively. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for all public business entities for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this standard on the Company’s consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($) Segment	Jun. 30, 2025 USD ($)
Summary of Significant Accounting Policies [Line Items]
Federal depository insurance coverage (in Dollars)	$ 250,000		$ 250,000
Expenses incurred	4,224,000	$ 999,000	$ 8,800,000	$ 1,664,000
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description			The CODM assesses performance and decides how to allocate resources based on net loss. Net loss is used to monitor budget versus actual results. The measure of segment net loss and segment expenses is reported on the condensed consolidated statements of operations and comprehensive loss.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]			srt:ChiefExecutiveOfficerMember
Number of operating segments \| Segment			1
Number of reportable segments \| Segment			1
Impairment of long-lived assets	0	$ 0	$ 0	$ 0
Lifecore Master Services Agreement [Member]
Summary of Significant Accounting Policies [Line Items]
Expenses incurred	$ (50,000.00)		$ 80,000.00
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful life	5 years		5 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful life	7 years		7 years

Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Total	Previously Reported	Retroactive application of recapitalization	Preferred Stock	Preferred Stock Previously Reported	Preferred Stock Retroactive application of recapitalization	Legacy Common Stock	Legacy Common Stock Previously Reported	Legacy Common Stock Retroactive application of recapitalization	Common Stock	Common Stock Previously Reported	Common Stock Retroactive application of recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Retroactive application of recapitalization	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Deficit Retroactive application of recapitalization
Balance at Dec. 31, 2024	$ (42,784)	$ (42,784)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 2	$ (2)	$ 20	$ 0	$ 20	$ 72,580	$ 72,598	$ (18)	$ (115,384)	$ (115,384)	$ 0
Balance (in Shares) at Dec. 31, 2024								160,000,000	(160,000,000)	200,000,000	0	200,000,000
Net loss	(665)			0			0						0			(665)
Balance at Mar. 31, 2025	(43,449)			0			0			$ 20			72,580			(116,049)
Balance (in Shares) at Mar. 31, 2025										200,000,000
Balance at Dec. 31, 2024	(42,784)	$ (42,784)	$ 0	0	$ 0	$ 0	0	$ 2	$ (2)	$ 20	$ 0	$ 20	72,580	$ 72,598	$ (18)	(115,384)	$ (115,384)	$ 0
Balance (in Shares) at Dec. 31, 2024								160,000,000	(160,000,000)	200,000,000	0	200,000,000
Net loss	(1,664)
Balance at Jun. 30, 2025	(44,448)			0			0			$ 20			72,580			(117,048)
Balance (in Shares) at Jun. 30, 2025										200,000,000
Balance at Mar. 31, 2025	(43,449)			0			0			$ 20			72,580			(116,049)
Balance (in Shares) at Mar. 31, 2025										200,000,000
Net loss	(999)			0			0						0			(999)
Balance at Jun. 30, 2025	(44,448)			0			0			$ 20			72,580			(117,048)
Balance (in Shares) at Jun. 30, 2025										200,000,000
Balance at Dec. 31, 2025	(20,750)			$ 1				$ 0		$ 23			255,026			(275,800)
Balance (in Shares) at Dec. 31, 2025				5,423,606						230,209,142
Net loss	(4,576)			$ 0			0			$ 0			0			(4,576)
Balance at Mar. 31, 2026	(25,326)			$ 1			0			$ 23			255,026			(280,376)
Balance (in Shares) at Mar. 31, 2026				5,423,606						230,209,142
Balance at Dec. 31, 2025	(20,750)			$ 1				$ 0		$ 23			255,026			(275,800)
Balance (in Shares) at Dec. 31, 2025				5,423,606						230,209,142
Net loss	(8,923)
Balance at Jun. 30, 2026	(29,673)			$ 1			0			$ 23			255,026			(284,723)
Balance (in Shares) at Jun. 30, 2026				5,423,606						230,209,142
Balance at Mar. 31, 2026	(25,326)			$ 1			0			$ 23			255,026			(280,376)
Balance (in Shares) at Mar. 31, 2026				5,423,606						230,209,142
Net loss	(4,347)			$ 0			0			$ 0			0			(4,347)
Balance at Jun. 30, 2026	$ (29,673)			$ 1			$ 0			$ 23			$ 255,026			$ (284,723)
Balance (in Shares) at Jun. 30, 2026				5,423,606						230,209,142

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Promissory Notes - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Promissory notes	$ 2,107	$ 3,517
Bear interest at rate	10.00%
Outstanding accrued interest	$ 100	0
Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Promissory notes	$ 4,478
Sponsor Note [Member]
Debt Instrument [Line Items]
Bear interest at rate	10.00%
Debt instrument periodic payment not paid	$ 134
Outstanding principal balance	400	800
Outstanding accrued interest	40	20
Sponsor Note [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Paid in cash	1,100
Promissory notes	806
Debt instrument, periodic payment	$ 134
Debt instrument, frequency of periodic payment	monthly
Payment term	The Sponsor Note shall be payable in six monthly installments of $134 thousand beginning on October 1, 2025 and ending on March 1, 2026.
FutureTech Note [Member]
Debt Instrument [Line Items]
Debt instrument periodic payment not paid	$ 170
Outstanding principal balance	300	500
FutureTech Note [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Paid in cash	340
Promissory notes	1,022
Debt instrument, periodic payment	$ 170
Debt instrument, frequency of periodic payment	monthly
Payment term	The FutureTech Note shall be payable in six monthly installments of $170 thousand beginning on October 1, 2025 and ending on March 1, 2026.
Denali Underwriter Notes [Member]
Debt Instrument [Line Items]
Debt instrument periodic payment not paid	$ 150
Outstanding principal balance	1,400	$ 2,200
Denali Underwriter Notes [Member] \| Satisfaction and Discharge of Indebtedness Agreement [Member]
Debt Instrument [Line Items]
Paid in cash	350
Promissory notes	2,650
Debt instrument, periodic payment	$ 300
Debt instrument, frequency of periodic payment	monthly
Payment term	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.

Promissory Notes (Tables)

6 Months Ended

Jun. 30, 2026

Notes Payable [Abstract]

Summary of New Promissory Notes

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