0001913577 2025-10-21 2025-10-21 0001913577 1 2025-10-21 2025-10-21 0001913577 2 2025-10-21 2025-10-21 0001913577 3 2025-10-21 2025-10-21 iso4217:USD pure shares S-1 S-1 EX-FILING FEES 0001913577 Semnur Pharmaceuticals, Inc. N/A N/A S-1 Semnur Pharmaceuticals, Inc. false Equity Common Stock, par value $0.0001 per share true 8760000 11.50 100740000.00 0.0001381 13912.19 false Equity Common Stock, par value $0.0001 per share true 203737349 9.00 1833636141.00 0.0001381 253225.15 false Equity Warrants to purchase common stock at an exercise price of $11.50 per share true 510000 0.00 0.00 0.0001381 0.00 1934376141.00 267137.34 0.00 0.00 267137.34 A. Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. B. Consists of 8,760,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of Semnur Pharmaceuticals, Inc. a Delaware corporation (the "Company"), issuable upon the exercise of (i) 510,000 Private Warrants (as defined in this registration statement) by the holders thereof and (ii) 8,250,000 Public Warrants (as defined in this registration statement) by the holders thereof. C. The price per share is based upon the exercise price per Private Warrant and per Public Warrant of $11.50 per share. A. Consists of 203,737,349 shares of Common Stock registered for resale by the Selling Securityholders named in this registration statement, including (i) 2,072,500 Sponsor Shares (as defined in this registration statement); (ii) 188,554,849 Scilex Shares (as defined in this registration statement); (iii) 510,000 shares of Common Stock issuable upon the exercise of Private Warrants; (iv) 100,000 Underwriter Shares (as defined in this registration statement); and (v) 12,500,000 Biconomy Shares (as defined in this registration statement). B. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the last sale price reported for the Common Stock on the OTC Markets on October 17, 2025 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission). Represents the resale of 510,000 Private Warrants. In accordance with Rule 457(g), the entire registration fee for the Warrants is allocated to the shares of Common Stock underlying the Warrants, and no separate fee is payable for the Warrants.