Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Scilex Holding Company ("Scilex") with the Securities and Exchange Commission (the "SEC") on September 3, 2024 (the "Current Report"), on August 30, 2024, Semnur Pharmaceuticals, Inc. ("Semnur"), a Delaware corporation and wholly owned subsidiary of Scilex, entered into an agreement and plan of merger (the "Merger Agreement") with Denali Capital Acquisition Corp., a Cayman Islands exempted company ("Denali" or "Parent"), and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into Semnur with Semnur surviving the merger as a wholly owned subsidiary of Denali (the "Merger"). The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination". All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amendment (as defined below) and the Merger Agreement.

On April 16, 2025, Semnur entered into Amendment No. 1 to the Merger Agreement with Denali and Merger Sub (the "Amendment").

The Amendment amends the Merger Agreement to, among other things, (i) modify certain covenants of the parties to address the de-listing of the Parent Units, Class A Shares and Parent Warrants (the "Parent Securities") from the Nasdaq Capital Market and subsequent quotation on the OTC Markets Group, Inc. (the "OTC Markets"), (ii) require Parent to amend its organizational documents to extend the period of time within which Parent can complete a business combination to December 11, 2025 or such other date that is mutually agreed to by Semnur and Denali, and (iii) extend the Outside Date to September 30, 2025; provided that if an Extension Amendment (as defined in the Merger Agreement, as amended by the Amendment) shall be in effect, the Outside Date shall be the Extension Date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 hereto, and is incorporated herein by reference.

Additional Information

In connection with the Business Combination, Denali filed with the SEC a Registration Statement on Form S-4 (the "Denali Registration Statement"), which includes a preliminary prospectus and preliminary proxy statement. Denali will mail a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Denali Registration Statement, the definitive proxy statement/final prospectus or any other document that Denali will send to its shareholders in connection with the Business Combination. Investors and security holders of Denali are advised to read the proxy statement/prospectus in connection with Denali's solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to shareholders of Denali as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC's website www.sec.gov or by directing a request to: 437 Madison Avenue, 27thFloor, New York, New York 10022.

Participants in the Solicitation

Denali, Semnur and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Denali's shareholders in connection with the Business Combination.Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Denali's directors and officers in Denali's filings with the SEC, including the Denali Registration Statement filed with the SEC by Denali, which includes the proxy statement of Denali for the Business Combination, and such information and names of Semnur's directors and executive officers are also included in the Denali Registration Statement filed with the SEC by Denali, which includes the proxy statement of Denali for the Business Combination.

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