Denali Capital Global Investments LLC - Aug 30, 2024 Form 4 Insider Report for Denali Capital Acquisition Corp. (DECA)

Role
10%+ Owner
Signature
/s/ Jiandong Xu, Manager and Controlling Member of Denali Capital Global Investments LLC
Stock symbol
DECA
Transactions as of
Aug 30, 2024
Transactions value $
$0
Form type
4
Date filed
9/16/2024, 10:05 AM
Previous filing
May 24, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DECA Class B Ordinary Shares Sale -500K -25.87% 1.43M Aug 30, 2024 Class B Ordinary Shares 500K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class B ordinary shares will automatically convert into Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"), of the Issuer concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
F2 On August 30, 2024, (i) the Issuer, Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc. ("Semnur"), a Delaware corporation and wholly owned subsidiary of Scilex Holding Company ("Scilex") entered into an agreement and plan of merger and (ii) the Reporting Person and Scilex entered into a Sponsor Interest Purchase Agreement (the "SIPA"). Pursuant to the SIPA, Scilex agreed to purchase 500,000 Class B ordinary shares of the Issuer held by the Reporting Person for aggregate consideration of (i) $2,000,000 (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 to the Reporting Person on August 30, 2024 and has agreed to issue the Scilex Shares to the Reporting Person contingent upon and following the occurrence of the effective time of the Merger.