Sec Form 3 Filing - Scilex Holding Co @ Denali Capital Acquisition Corp. - 2025-09-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Scilex Holding Co 2. Issuer Name and Ticker or Trading Symbol Denali Capital Acquisition Corp. [ SMNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 960 SAN ANTONIO RD 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2025 (Street) PALO ALTO, CA94303 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 193,750,000 ( 1 ) I ( 2 ) By Scilex, Inc. Common Stock 6,250,000 I ( 3 ) By Scilex Bio, Inc. Common Stock 1,054,849 D ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scilex Holding Co 960 SAN ANTONIO RD PALO ALTO, CA94303 X Scilex, Inc. 960 SAN ANTONIO RD PALO ALTO, CA94303 X Signatures /s/ Henry Ji, Scilex Holding Company, Chief Executive Officer and President 09/23/2025 Signature of Reporting Person Date /s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President 09/23/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Common Stock of the Issuer (f/k/a Denali Capital Acquisition Corp. ("Denali")) received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025), by and among the Issuer, Denali Merger Sub, Inc., a wholly owned subsidiary of the Issuer, and the company formerly known as Semnur Pharmaceuticals, Inc. ("Old Semnur"). Upon consummation of the Business Combination, the reporting entities' shares of the common stock of Old Semnur were exchanged for the shares of Common Stock of the Issuer reported in this row, based on an exchange ratio of 1.25 to 1. ( 2 )Scilex, Inc. is the direct owner of the 193,750,000 shares of the Issuer's Common Stock set forth in this row. Scilex, Inc. is a subsidiary of Scilex Holding Company. ( 3 )Scilex Bio, Inc. is the direct owner of 6,250,000 shares set forth in this row. Scilex Bio, Inc. is a majority-owned subsidiary of Scilex Holding Company. ( 4 )Comprised of: (i) 542,361 shares of Common Stock issued pursuant to the Business Combination upon the exchange of 5,423,606 shares of Series A Preferred Stock of Old Semnur (each share of Series A Preferred Stock of Old Semnur was exchanged for one share of Series A Preferred Stock of the Issuer and 1/10th of a share of Common Stock of the Issuer), (ii) 500,000 shares of Common Stock purchased by Scilex Holding Company prior to the Business Combination, and (iii) 12,488 shares of Common Stock issued upon conversion of the Convertible Promissory Note previously issued by Denali Capital Acquisition Corp. to Scilex Holding Company, which was converted upon consummation of the Business Combination.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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