Scilex Holding Co 4
4 · Semnur Pharmaceuticals, Inc. · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
Semnur (SMNR) 10% Owner Scilex Distributes 7.03M Shares
What Happened
Scilex Holding Co., a 10% owner of Semnur Pharmaceuticals, Inc. (SMNR), reported a disposition on June 15, 2026: 7,034,737 shares were distributed as part of a previously announced stock dividend and recorded as disposed at $0.00 (no cash proceeds). The filing shows the dividend aggregate was 13,972,900 shares; 6,938,163 of those dividend shares are being held in abeyance for certain warrant- and note-holders and will be distributed (and reported) when warrants/notes are exercised or converted.
Key Details
- Transaction date: June 15, 2026; Form 4 filed June 26, 2026 (filed late relative to the 2-business-day Form 4 deadline).
- Transaction type/code: Other acquisition or disposition (J) — distribution of stock dividend.
- Shares distributed: 7,034,737; reported price: $0.00; total proceeds: $0.
- Aggregate dividend: 13,972,900 shares; 6,938,163 shares held in abeyance for additional participating holders (per footnote).
- Shares owned after transaction: Not specified in this Form 4.
- Future reporting: Scilex will file additional Form 4s when abeyant shares are distributed following exercise/conversion.
Context
This was a corporate stock-dividend distribution by a 10% shareholder, not an open-market sale or purchase by an executive—so it reflects a corporate action, not a trading signal by management. The abeyance note means additional distributions may be reported later as warrant/note holders convert or exercise.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-06-15−7,034,737→ 174,770,112 total(indirect: By Scilex, Inc.)
- 500,000
Common Stock
- 6,250,000(indirect: By Scilex Bio, Inc.)
Common Stock
Footnotes (2)
- [F1]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").
- [F2]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.