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Semnur Pharmaceuticals Inc., advised by Paul Hastings LLP, unveiled plans on Tuesday to go public through a merger with Denali Capital Acquisition Corp., a special purpose acquisition company (SPAC) represented by Winston & Strawn LLP. The merger values Semnur at a pre-transaction equity value of $2.5 billion.

Semnur Pharmaceuticals $2.5B Merger : Details of the Merger

Once the deal is finalized, the combined entity will retain the name Semnur Pharmaceuticals Inc. and will list its common stock and warrants on the Nasdaq under the ticker symbols SMNR and SMNRW, respectively. The merger is expected to provide Semnur with the financial and strategic resources to advance its late-stage development pipeline, particularly its lead product candidate, SP-102 (Semdexa). Semnur is focused on developing non-opioid pain therapies, with Semdexa being a novel, non-opioid viscous gel formulation of a corticosteroid designed for epidural injections to treat sciatica. Unlike existing treatments, SP-102 does not contain preservatives, surfactants, solvents, or particulates. If approved, Semdexa will be administered via a pre-filled syringe as an epidural injection.

Strategic Importance and Market Impact

Semnur is a subsidiary of Scilex Holding Co., a company specializing in non-opioid pain management products. Scilex, which entered the public markets in November 2022, will be the majority shareholder of the merged entity post-transaction. Scilex CEO Jaisim Shah expressed confidence that this merger will further Scilex’s growth strategy by providing access to public markets and enabling potential partnerships and collaborations within the global pharmaceutical sector. The merger is expected to close by the first quarter of 2025, pending approval from Denali’s shareholders, regulatory clearances, and other customary closing conditions.

Semnur Pharmaceuticals $2.5B Merger : Legal Representation and Next Steps

The Paul Hastings team advising Semnur includes partners Jeff Hartlin and Elizabeth Razzano. Although complete details of Winston & Strawn LLP’s legal team advising Denali Capital were not immediately available, their involvement highlights the complexity and importance of this SPAC transaction. Denali, a blank-check company, aims to take private companies public through mergers, thereby providing them with capital and market access. This merger will allow Semnur to further develop and potentially commercialize its innovative non-opioid pain therapy, SP-102, marking a significant milestone in the company’s journey.