UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 253, 2026

SEMNUR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41351	98-1659463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

960 San Antonio Road, Palo Alto, California, 94303

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 422-7515

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SMNR	OTCQB marketplace
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share	SMNRW	OTCQB marketplace

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~June~~July 253, 2026, Semnur Pharmaceuticals, Inc. (“the “Company”) ~~held~~and ~~its~~iHolding ~~2026~~Group ~~Annual Meeting of Stockholders (the “Meeting”). At the Meeting~~LLP, a ~~total~~private ofinvestment ~~(i)~~group ~~5,423,606~~headquartered ~~shares~~in ~~of the Company’s Series A preferred stock~~Almaty, ~~$0.0001~~Republic ~~par~~of ~~value~~Kazakhstan ~~per share~~ (~~the~~ “~~Series A Preferred Stock~~iHolding”), orentered ~~100%~~into ofa ~~the~~binding ~~shares~~term ofsheet ~~Series A Preferred Stock, issued and outstanding, and~~ (~~ii) 200,307,471 shares of~~ the ~~Company’s common stock, $0.0001 par value per share (the~~ “~~Common~~Term ~~Stock~~Sheet”), or approximately 87% of the 230,209,142 shares of Common Stock, issued and outstanding, both as of the close of business on April 28, 2026, the record date for the Meeting, were represented virtually or by proxy.

The ~~holder~~Term ofSheet ~~Series~~contemplates Athat ~~Preferred~~iHolding ~~Stock~~will ~~was~~purchase ~~entitled to vote~~$100,000,000 ~~together with~~ (the ~~holders~~“Proposed Investment”) of ~~Common~~newly ~~Stock~~issued ~~and~~shares ~~not~~of ~~separately~~Company ascommon ~~a class~~stock, onpar anvalue as$0.0001 ~~converted~~per toshare (the “Company Common Stock”). ~~basis~~The ~~for~~purchase anprice ~~aggregate~~for ofsuch ~~5,423,606~~shares ~~votes~~is inexpected ~~accordance~~to ~~with~~be ~~the~~$10.00 ~~Certificate~~per ~~of Designations of Series A Preferred Stock~~share, ~~filed~~which ~~with~~would ~~the~~represent ~~Delaware~~approximately ~~Secretary of State on September 22~~10,000,000 ~~2025~~shares.

AtThe ~~the~~Proposed ~~Meeting,~~Investment ~~the~~remains ~~Company’s~~subject ~~stockholders~~to ~~considered~~completion ~~four~~of ~~proposals~~customary due diligence, ~~each~~the parties’ negotiation and execution of ~~which~~definitive isagreements ~~described~~(the in“Definitive ~~more~~Agreements”), ~~detail~~board inapprovals, ~~the~~and ~~Company’s~~other ~~definitive~~customary ~~proxy~~closing ~~statement~~conditions, ~~filed~~including ~~with~~receipt of the ~~Securities~~approval ~~and~~of ~~Exchange~~the ~~Commission~~Company’s onstockholders ~~April~~and ~~30,~~any ~~2026~~required regulatory approvals.

~~Set~~There ~~forth~~can ~~below~~be no assurance that the Definitive Agreements and any other transaction documents necessary to consummate the Proposed Investment will be entered into, or that the Proposed Investment will be consummated on the terms described herein or at all. The consummation of the Proposed Investment is asubject ~~brief~~to ~~description~~numerous factors, many of ~~each~~which ~~proposal~~are ~~voted~~outside ~~upon~~the atcontrol of the ~~Meeting~~Company, including market conditions, regulatory approvals, the actions of third parties, and the ~~voting~~ability ~~results~~of ~~with~~the ~~respect~~parties to ~~each~~negotiate ~~proposal~~and execute the Definitive Agreements. The Term Sheet reflects terms that remain subject to further negotiation, modification and/or approval by the applicable boards of directors and may be terminated by the parties. Any such termination, or a failure by the parties to agree on the Definitive Agreements, could result in disputes or litigation relating to the interpretation, enforceability and/or performance of the provisions of the Term Sheet, which could be costly and/or time-consuming, divert management attention and/or otherwise adversely affect the financial condition or liquidity of the Company, including its ability to pursue or defend such claims. Accordingly, investors should not place undue reliance on the consummation of the Proposed Investment or the ability of the Company and iHolding to consummate the Proposed Investment.

~~Proposal~~The ~~No.~~foregoing 1:description Toof ~~elect~~the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the ~~following~~full ~~nominee~~text asof the Term Sheet, a ~~Class~~copy Iof ~~director~~which the Company will file as an exhibit to ~~serve~~its ~~until~~Quarterly Report on Form 10-Q for the ~~Company’s~~quarter ~~2029~~ending ~~Annual~~June ~~Meeting~~30, of2026 ~~Stockholders~~or ~~and~~by ~~until~~an ~~his~~amendment ~~successor~~to isthis ~~duly~~Current ~~elected~~Report ~~and~~on ~~qualified~~Form 8-K.

Nominee	For	Withhold	Broker Non-Votes
Jay Chun, M.D., Ph.D.	200,166,258	3,804	137,409


Item 3.02.	Unregistered Sales of Equity Securities.

~~Proposal~~The ~~No.~~information 2:provided Toin ~~ratify~~Item ~~the~~1.01 ~~appointment~~regarding ofthe ~~Pipara~~Term &Sheet Coand ~~LLP as~~ the ~~Company’s~~potential ~~independent~~issuance ~~registered~~of ~~public~~shares ~~accounting~~of ~~firm for the~~ Company’s ~~fiscal~~Common ~~year~~Stock ~~ending~~is ~~December~~hereby ~~31,~~incorporated ~~2026~~by reference.

For	Against	Abstentions
200,307,425	46	0

It has not yet been determined whether the shares of Company Common Stock that may be issued in the Proposed Investment will be issued in a private placement. If such shares are issued in a private placement, the Company expects that (i) such shares would be issued to iHolding in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D (or other applicable exemption) thereunder and (ii) iHolding will represent that it is an “accredited investor,” as defined in Regulation D, and will acquire such shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor the Term Sheet is an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or any other securities of the Company.

~~Proposal~~Item No7. ~~3: To approve the Semnur Pharmaceuticals, Inc~~01. ~~2025~~Regulation ~~Equity~~FD ~~Incentive Plan~~Disclosure.

For	Against	Abstentions	Broker Non-Votes
200,166,256	269	3,537	137,409

On July 7, 2026, the Company issued a press release announcing the execution of the Term Sheet. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Proposal~~The Noinformation in Item 7.01 4:of Tothis ~~approve~~Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~Semnur~~Securities ~~Pharmaceuticals~~Exchange Act of 1934, ~~Inc.~~as ~~2025~~amended ~~Employee~~(the ~~Stock~~“Exchange ~~Purchase~~Act”), ~~Plan~~or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

For	Against	Abstentions	Broker Non-Votes
200,166,255	270	3,537	137,409

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber	Description
99.1	Press release dated July 7, 2026.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEMNUR PHARMACEUTICALS, INC.

By: /s/ Henry Ji
Name: Henry Ji
Title: Chief Executive Officer & President

Date: ~~June~~July 257, 2026

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