{"filing":{"accession_number":"0001193125-26-297085","cik":"0001913577","ticker":"SMNRW","company_name":"Semnur Pharmaceuticals, Inc.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"smnr-20260703.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1913577/000119312526297085/smnr-20260703.htm"},"events":[{"id":16373,"run_id":14625,"accession_number":"0001193125-26-297085","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"Semnur entered into a binding term sheet with iHolding Group LLP for a $100 million strategic investment involving the issuance of approximately 10 million shares of common stock at $10.00 per share. The transaction, subject to customary closing conditions including due diligence, definitive agreements, and stockholder approval, represents a material dilutive equity issuance that would significantly increase share count and dilute existing shareholders.","company_name":"Semnur Pharmaceuticals, Inc.","ticker":"SMNRW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14455,"accession_number":"0001193125-26-297085","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Semnur entered into a binding term sheet with iHolding for a $100 million investment in newly issued common stock at $10 per share (approximately 10 million shares). While the transaction is contingent on due diligence, definitive agreements, and stockholder approval, the binding term sheet represents a material equity issuance that would significantly dilute existing shareholders. The substantial capital raise and equity dilution are material to investors assessing the registrant's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14456,"accession_number":"0001193125-26-297085","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses a proposed $100 million private placement of approximately 10 million shares of common stock to iHolding Group LLP at $10.00 per share, expected to be issued in reliance on Section 4(a)(2) and Regulation D exemptions. This is a material dilutive equity issuance that would significantly increase the share count and is subject to customary closing conditions. The press release confirms the binding term sheet for this strategic investment, which is material to investors assessing the company's capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14457,"accession_number":"0001193125-26-297085","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses execution of a binding term sheet for a $100 million strategic investment from iHolding Group LLP involving the purchase of approximately 10 million newly issued shares of Semnur common stock at $10.00 per share. This represents a material dilutive equity issuance subject to customary closing conditions. The transaction is significant in scale relative to a clinical-stage pharmaceutical company and would substantially dilute existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14455,"accession_number":"0001193125-26-297085","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Semnur entered into a binding term sheet with iHolding for a $100 million investment in newly issued common stock at $10 per share (approximately 10 million shares). While the transaction is contingent on due diligence, definitive agreements, and stockholder approval, the binding term sheet represents a material equity issuance that would significantly dilute existing shareholders. The substantial capital raise and equity dilution are material to investors assessing the registrant's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"Semnur Pharmaceuticals, Inc.","ticker":"SMNRW","filing_date":"2026-07-07"},{"id":14456,"accession_number":"0001193125-26-297085","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses a proposed $100 million private placement of approximately 10 million shares of common stock to iHolding Group LLP at $10.00 per share, expected to be issued in reliance on Section 4(a)(2) and Regulation D exemptions. This is a material dilutive equity issuance that would significantly increase the share count and is subject to customary closing conditions. The press release confirms the binding term sheet for this strategic investment, which is material to investors assessing the company's capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"Semnur Pharmaceuticals, Inc.","ticker":"SMNRW","filing_date":"2026-07-07"},{"id":14457,"accession_number":"0001193125-26-297085","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses execution of a binding term sheet for a $100 million strategic investment from iHolding Group LLP involving the purchase of approximately 10 million newly issued shares of Semnur common stock at $10.00 per share. This represents a material dilutive equity issuance subject to customary closing conditions. The transaction is significant in scale relative to a clinical-stage pharmaceutical company and would substantially dilute existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:23:59.341886+00:00","company_name":"Semnur Pharmaceuticals, Inc.","ticker":"SMNRW","filing_date":"2026-07-07"}]}