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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Scilex Holding Co
(Last) (First) (Middle)
960 SAN ANTONIO RD
(Street)
PALO ALTO CA 94303
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Semnur Pharmaceuticals, Inc. [ SMNR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/15/2026 J(1)(2) 7,034,737(1)(2) D $0 174,770,112 I By Scilex, Inc.
Common Stock 500,000 D
Common Stock 6,250,000 I By Scilex Bio, Inc.
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Scilex Holding Co
(Last) (First) (Middle)
960 SAN ANTONIO RD
(Street)
PALO ALTO CA 94303
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Scilex, Inc.
(Last) (First) (Middle)
960 SAN ANTONIO RD
(Street)
PALO ALTO CA 94303
(City) (State) (Zip)
Explanation of Responses:
1. On June 15, 2026, the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 13,972,900 shares of common stock of Semnur Pharmaceuticals, Inc. ("Semnur") held by the Reporting Person (the "Dividend Shares") to record holders of (i) the Reporting Person's common stock, (ii) certain warrants to purchase the Reporting Person's common stock and (iii) certain notes convertible into shares of the Reporting Person's common stock as of June 1, 2026 (the "Record Date" and the holders referenced in clauses (ii) and (iii), the "Additional Participating Holders").
2. An aggregate of 6,938,163 Dividend Shares are being held in abeyance by the Reporting Person for the benefit of the Additional Participating Holders who may be entitled to such shares pursuant to the terms of the applicable warrants and convertible notes following the exercise or conversion thereof, and at the time such shares are distributed to the applicable warrantholders and noteholders, the Reporting Person will file a Form 4 reporting such distribution.
/s/ Henry Ji, Scilex Holding Company, Chief Executive Officer, President and Chairperson 06/26/2026
/s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President 06/26/2026
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.