AGREEMENT AND PLAN OF MERGER dated as of August 30, 2024 by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc.Merger Agreement • September 9th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 30, 2024 (the “Signing Date”), is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
SPONSOR INTEREST PURCHASE AGREEMENTSponsor Interest Purchase Agreement • September 9th, 2024 • Scilex Holding Co • Biological products, (no disgnostic substances) • Delaware
THIS SPONSOR INTEREST PURCHASE AGREEMENT, dated August 30, 2024 (this “Agreement”), is entered into by and between Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”).
