What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-10 compared with 2025-03-31 · 1320 added, 588 removed, 1308 unchanged (59% of the section changed)

8 unchanged sentences

Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Under the supervision of and with the participation of our Principal Executive Officer and Principal Financial Officer, our management assessed the effectiveness of our ICFR as of December 31, 2024,

based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision of and with the participation of our Principal Executive Officer and Principal Financial Officer, our management assessed the effectiveness of our ICFR as of December 31, 2025, based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that our ICFR was effective as of December 31, 2025.

63 unchanged sentences

001-39852), filed with the SEC on September 3, 2024).

Amendment No.

1 to Agreement and Plan of Merger, dated as of April 16, 2025, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc.

and Semnur Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on April 21, 2025).

Amendment No.

2 to Agreement and Plan of Merger, dated as of July 22, 2025, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc.

and Semnur Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Restated Certificate of Incorporation of Scilex Holding Company (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on November 17, 2022).

Certificate of Amendment to the Restated Certificate of Incorporation of Scilex Holding Company, filed with the Secretary of State of the State of Delaware on April 14, 2025 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on April 15, 2025).

Certificate of Designations of Scilex Holding Company (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K (File No.

2 unchanged sentences

001-39852), filed with the SEC on October 28, 2024).

Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock of Scilex Holding Company (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on February 3, 2026).

Bylaws of Scilex Holding Company (incorporated by reference to Exhibit 3.3 of our Current Report on Form 8-K (File No.

21 unchanged sentences

333-280882), filed with the SEC on July 18, 2024).

Form of Tranche B Senior Secured Convertible Note issued by Scilex Holding Company.

(incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K (File No.

Form of Tranche B Senior Secured Convertible Note issued by Scilex Holding Company (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 8, 2024).

Form of Warrant to Purchase Common Stock issued by Scilex Holding Company.

(incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K (File No.

Form of Warrant to Purchase Common Stock issued by Scilex Holding Company (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 8, 2024).

7 unchanged sentences

001-39852), filed with the SEC on December 13, 2024).

Description of Securities of Scilex Holding Company.

Amendment No.

1 to Common Stock Purchase Warrant, dated December 11, 2024, between Scilex Holding Company and the investor named therein (incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 13, 2024).

Description of Securities of Scilex Holding Company (incorporated by reference to Exhibit 4.16 of our Annual Report on Form 10-K (File No.

001-39852), filed with the SEC on March 31, 2025).

Form of Exchange Warrant (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Form of September 2025 Warrant (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 1, 2025).

Form of November 2025 Investor Warrant (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on November 24, 2025).

Form of November 2025 Placement Agent Warrant (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on November 24, 2025).

Form of Indemnification Agreement of Scilex Holding Company (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

53 unchanged sentences

Second Addendum to Commercial Supply Agreement, dated as of May 9, 2018, by and among Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd.

and Itochu Chemical Frontier Corporation (incorporated by

reference to Exhibit 10.24 of Amendment No.

and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.24 of Amendment No.

2 of Vickers’s Form S-4 (File No.

20 unchanged sentences

Third Amendment to Exclusive Distribution Agreement, dated as of October 1, 2021, by and among Scilex Pharmaceuticals Inc.

and Cardinal Health 105, LLC (f/k/a Cardinal Health 105, Inc.).

(incorporated by reference to Exhibit 10.29 of Amendment No.

and Cardinal Health 105, LLC (f/k/a Cardinal Health 105, Inc.) (incorporated by reference to Exhibit 10.29 of Amendment No.

4 of Vickers’s Form S-4 (File No.

2 unchanged sentences

(as successor to Stason Pharmaceuticals, Inc.), Oishi Koseido Co., Ltd.

and Itochu Chemical Frontier Corporation.

(incorporated by reference to Exhibit 10.34 of Amendment No.

and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.34 of Amendment No.

2 of Vickers’s Form S-4 (File No.

30 unchanged sentences

Second Amendment to Master Services Agreement, dated as of June 6, 2023, by and between Semnur Pharmaceuticals, Inc.

and Lifecore Biomedical, LLC.

and Lifecore Biomedical, LLC (incorporated by reference to Exhibit 10.33 of our Annual Report on Form 10-K (File No.

001-39852), filed with the SEC on March 31, 2025).

Novation Agreement re Master Services Agreement, dated as of June 15, 2022, by and among Scilex Holding Company, Tulex Pharmaceuticals Inc.

13 unchanged sentences

333-264941), filed with the SEC on June 27, 2022).

10.37+#^

First Amendment to License and Commercialization Agreement, dated as of January 16, 2025, by and between Scilex Holding Company and RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC.

First Amendment to License and Commercialization Agreement, dated as of January 16, 2025, by and between Scilex Holding Company and RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC (incorporated by reference to Exhibit 10.37 of our Annual Report on Form 10-K (File No.

001-39852), filed with the SEC on March 31, 2025.

Amended and Restated Registration Rights Agreement, dated as of November 10, 2022, by and among Scilex Holding Company, Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, Sorrento Therapeutics, Inc.

1 unchanged sentence

001-39852), filed with the SEC on November 17, 2022).

Settlement Agreement, dated September 15, 2023, by and among Scilex Holding Company, Cove Lane Onshore Fund, LLC, HBC Investments LLC and Hudson Bay Capital Management LP (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on September 21, 2023).

Registration Rights Agreement, dated September 21, 2023, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc.

29 unchanged sentences

001-39852), filed with the SEC on September 26, 2023).

Underwriting Agreement, dated February 29, 2024, among Scilex Holding Company, Rodman & Renshaw LLC and StockBlock Securities LLC.

(incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K (File No.

Underwriting Agreement, dated February 29, 2024, among Scilex Holding Company, Rodman & Renshaw LLC and StockBlock Securities LLC (incorporated by reference to Exhibit 1.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 5, 2024) .

9 unchanged sentences

001-39852), filed with the SEC on May 13, 2024).

Form of Securities Purchase Agreement, dated April 23, 2024, by and between Scilex Holding Company and the purchaser party thereto.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

Form of Securities Purchase Agreement, dated April 23, 2024, by and between Scilex Holding Company and the purchaser party thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on April 25, 2024).

10 unchanged sentences

001-39852), filed with the SEC on September 3, 2024).

Sponsor Interest Purchase Agreement, dated as of August 30, 2024, by and between Denali Capital Global Investments LLC and Scilex Holding Company.

(incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

Sponsor Interest Purchase Agreement, dated as of August 30, 2024, by and between Denali Capital Global Investments LLC and Scilex Holding Company (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on September 3, 2024).

11 unchanged sentences

001-39852), filed with the SEC on September 23, 2024).

Consent and Side Letter, dated October 2, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 7, 2024) .

Securities Purchase Agreement, dated October 7, 2024, by and between Scilex Holding Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 8, 2024).

Purchase and Sale Agreement, dated October 8, 2024, by and among Scilex Holding Company, Silex Pharmaceuticals Inc.

Purchase and Sale Agreement, dated October 8, 2024, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc.

and the purchasers signatory thereto (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 8, 2024).

Amendment No.

1 to Purchase and Sale Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc., Oramed Pharmaceuticals Inc.

and the other signatories thereto (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

Security Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., and the purchasers signatory thereto (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No.

9 unchanged sentences

001-39852), filed with the SEC on February 27, 2025).

Consent and Amendment, dated as of October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 8, 2024).

Consent under Securities Purchase Agreement and Senior Secured Promissory Note, dated December 9, 2024, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 10.

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated December 9, 2024, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 10, 2024).

5 unchanged sentences

001-39852), filed with the SEC on December 13, 2024).

Scilex Holding Company Insider Trading Policy (incorporated by reference to Exhibit 19.1 of our Annual Report on Form 10-K (File No.

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on January 3, 2025)) .

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on January 3, 2025).

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, 3i, LP, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on January 3, 2025).

001-39852), filed with the SEC on March 31, 2025.

List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of our Form S-1 (File No.

Amendment to Senior Secured Note, dated January 21, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc.

and SCLX Stock Acquisition JV LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on January 22, 2025).

Purchase and Sale Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc.

and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

Security Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc.

and the purchasers signatory thereto (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

Subordination Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc., Acquiom Agency Services LLC and other signatories thereto (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

License Agreement (Gloperba), dated February 28, 2025, by and between Scilex Holding Company, Scilex Pharmaceuticals Inc.

and RoyaltyVest Ltd.

(incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

Amendment No.

1 to Purchase and Sale Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc., Oramed Pharmaceuticals Inc.

and the other signatories thereto (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on March 3, 2025).

License Agreement (ZTlido), dated February 22, 2025, by and between Scilex Pharmaceuticals Inc.

and RoyaltyVest Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on February 27, 2025).

Parent Guarantee for Lidocaine License Agreement, dated February 22, 2025, by and between Scilex Holding Company and RoyaltyVest Ltd.

(incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on February 27, 2025).

Consent under Securities Purchase Agreement and Senior Secured Promissory Note, dated April 16, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc.

and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.75 of our Post-Effective Amendment No.

1 to Form S-3 on Form S-1 (File No.

333-276245 and 333-280882), filed with the SEC on May 7, 2025).

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated April 16, 2025, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.76 of our Post-Effective Amendment No.

1 to Form S-3 on Form S-1 (File No.

333-276245 and 333-280882), filed with the SEC on May 7, 2025).

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated April 16, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc.

and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.77 of our Post-Effective Amendment No.

1 to Form S-3 on Form S-1 (File No.

333-276245 and 333-280882), filed with the SEC on May 7, 2025) .

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated April 16, 2025, by and among Scilex Holding Company, 3i, LP and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.78 of our Post-Effective Amendment No.

1 to Form S-3 on Form S-1 (File No.

333-276245 and 333-280882), filed with the SEC on May 7, 2025).

Scilex Holding Company Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on May 12, 2025).

Warrant Exchange Agreement, dated July 22, 2025, by and between Scilex Holding Company and Nomis Bay Ltd (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Warrant Exchange Agreement, dated July 22, 2025, by and between Scilex Holding Company and BPY Limited (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Warrant Exchange Agreement, dated July 22, 2025, by and between Scilex Holding Company and 3i, LP (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Option Agreement for the Repurchase of Warrants, dated July 22, 2025, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.7 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on July 23, 2025).

Consulting Agreement, dated September 22, 2025, between Scilex Holding Company and Inform LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on September 26, 2025).

Securities Purchase Agreement, dated September 23, 2025, by and among Scilex Holding Company, Scilex, Inc., Semnur Pharmaceuticals and Biconomy PTE.LTD (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on September 26, 2025).

Securities Purchase Agreement, dated September 25, 2025, by and between Scilex Holding Company and Datavault AI Inc.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on September 26, 2025).

Warrant Exercise Agreement, dated as of September 30, 2025, by and among the Company, BYP Limited and Nomis Bay Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on October 1, 2025).

License Agreement, dated November 3, 2025, by and between Scilex Holding Company and Datavault AI Inc.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on November 4, 2025).

Warrant Inducement Agreement, dated as of November 23, 2025, by and between the Company and Armistice Capital Master Fund Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on November 24, 2025).

Non-Recourse Loan and Securities Pledge Agreement, dated December 1, 2025, by and between Scilex Holding Company and The St.

James Bank & Trust Company Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 5, 2025) .

Amendment to Non-Recourse Loan and Securities Pledge Agreement, dated December 8, 2025, by and between Scilex Holding Company and The St.

James Bank & Trust Company Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 12, 2025).

Non-Recourse Loan and Securities Pledge Agreement, dated December 15, 2025, by and between SCLX Stock Acquisition JV LLC and The St.

James Bank & Trust Company Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on December 17, 2025).

Warrant Agreement, dated as of February 19, 2026, by and between the Company and Oramed Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No.

001-39852), filed with the SEC on February 20, 2026).

Scilex Holding Company Insider Trading Policy (incorporated by reference to Exhibit 19.1 of our Annual Report on Form 10-K (File No.

001-39852), filed with the SEC on March 12, 2024).

List of Subsidiaries of the Registrant.

Consent of BPM LLP, independent registered public accounting firm.

Power of Attorney (included on the signature page hereto).

Certification of Jaisim Shah, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Henry Ji, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Stephen Ma, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Jaisim Shah, Principal Executive Officer, and Stephen Ma, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Henry Ji, Principal Executive Officer, and Stephen Ma, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Scilex Holding Company Clawback Policy (incorporated by reference to Exhibit 97.1 of our Annual Report on Form 10-K (File No.

15 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 2025

April 10, 2026

Scilex Holding Company

/s/ Jaisim Shah

Chief Executive Officer and President

/s/ Henry Ji, Ph.D.

Henry Ji, Ph.D.

Chief Executive Officer, President, Chairperson and Director

(Principal Executive Officer)

March 31, 2025

April 10, 2026

/s/ Stephen Ma

Chief Financial Officer

Chief Financial Officer, Chief Operating Officer, Secretary and Director

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, each of Jaisim Shah and Stephen Ma, acting alone or together with another attorney-in-fact, as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, each of Henry Ji, Ph.D.

and Stephen Ma, acting alone or together with another attorney-in-fact, as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jaisim Shah

Chief Executive Officer, President and Director

March 31, 2025

/s/ Henry Ji, Ph.D.

Chief Executive Officer, President, Chairperson and Director

April 10, 2026

Henry Ji, Ph.D.

(Principal Executive Officer)

/s/ Stephen Ma

Chief Financial Officer

March 31, 2025

Chief Financial Officer, Chief Operating Officer, Secretary and Director

April 10, 2026

(Principal Financial and Accounting Officer)

/s/ Henry Ji, Ph.D.

Executive Chairperson and Director

March 31, 2025

Henry Ji, Ph.D.

/s/ Dorman Followwill

March 31, 2025

April 10, 2026

Dorman Followwill

March 31, 2025

April 10, 2026

Jay Chun, M.D., Ph.D.

/s/ Yue Alexander Wu

March 31, 2025

April 10, 2026

Yue Alexander Wu, Ph.D.

/s/ Annu Navani

March 31, 2025

Annu Navani, M.D.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

12 unchanged sentences

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

2 unchanged sentences

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

4 unchanged sentences

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

5 unchanged sentences

Walnut Creek, California

March 31, 2025

April 10, 2026

PART I—FIN ANCIAL INFORMATION

5 unchanged sentences

Cash and cash equivalents

Marketable securities

Accounts receivable, net

4 unchanged sentences

Intangibles, net

Equity method investment, at fair value

Equity method investment, at fair value (pledged as collateral)

Digital assets

Other long-term assets

7 unchanged sentences

Debt, current

Promissory notes

Purchased revenue liability, current

Current portion of operating lease liabilities

Other current liabilities

Total current liabilities

11 unchanged sentences

Series 1, 5,000,000 shares declared as a stock dividend, not yet distributed as of December 31, 2025;

no shares authorized, issued and outstanding as of December 31, 2023

and December 31, 2024

Common stock, $ 0.0001 par value, 740,000,000 shares authorized;

5 unchanged sentences

Treasury stock, at cost;

60,068,585 shares as of each of December 31, 2024 and December 31, 2023

1,458,263 shares as of December 31, 2025 and 1,716,245 as of December 31, 2024

Total stockholders’ deficit before noncontrolling interests

Noncontrolling interests

Total stockholders’ deficit

9 unchanged sentences

Selling, general and administrative

Goodwill impairment

Intangible amortization

7 unchanged sentences

Loss on foreign currency exchange

Loss on debt extinguishment, net

Unrealized loss on digital assets, net

Realized loss on digital assets, net

Unrealized (gain) on equity investment, net

Realized (gain) on equity investments, net

Unrealized (gain) on equity method investments carried at fair value, net

Realized (gain) on equity method investments carried at fair value, net

Realized (gain) on securities

Total other (income) expense, net

Loss before income taxes

Income tax (benefit) expense

Income tax expense (benefit)

Net loss attributable to noncontrolling interests

Net loss attributable to common stockholders before deemed dividend

Deemed dividend

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders — basic

3 unchanged sentences

Comprehensive loss:

Net loss attributable to common stockholders

Other comprehensive income:

Foreign currency translation adjustment

Changes in fair value attributable to instrument-specific credit risk

Total other comprehensive income

Comprehensive loss

Comprehensive loss attributable to common stockholders

See accompanying notes to audited consolidated financial statements

5 unchanged sentences

Treasury Stock

Noncontrolling

Stockholders’

3 unchanged sentences

Balance, December 31, 2023

Shares issued under the Standby Equity Purchase Agreements

Disbursement of funds to Sorrento

Repurchase of Treasury Stock, Preferred Stock, and warrants

Issuance of Penny Warrants

Issuance of common stock in connection with Settlement Agreement

Conversion of Convertible Debentures into common stock

Retainer shares issued

Issuance of common stock upon warrants exercise

Stock options exercised

Stock-based compensation

Balance, December 31, 2023

Shares issued under the Standby Equity Purchase Agreements and under the ATM Sales Agreement

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Balance, December 31, 2024

Treasury Stock transferred to Tranche B Investors for Tranche B Notes deferral

Treasury Stock paid for Gloperba Ex-US License

Treasury Stock transferred to Oramed for the Oramed Note maturity extension

Acquisition of controlling interest in Scilex Bio

Reverse recapitalization - Semnur Business Combination

Sale of 12.5 million New Semnur Common

Exercise of April 2024 and December 2024 RDO warrants and issuance of November 2025 Warrants

Exercise of December 2024 RDO Warrants in exchange for Tranche B Notes deferral

Non-Controlling interest in Vivasor net assets at date of acquisition

Issuance of common stock upon exercise of December 2024 RDO Warrants

Payments in lieu of fractional shares or Reverse Stock Split

Option fee and repurchase of Penny Warrants

Shares issued under ESPP

Stock-based compensation

Other comprehensive income

Balance, December 31, 2025

See accompanying notes to audited consolidated financial statements

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Operating activities

Adjustments to reconcile net loss to net cash proceeds from (used for) operating activities:

Net loss including noncontrolling interest

Adjustments to reconcile net loss to net cash proceeds from operating activities:

Depreciation and amortization

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Stock-based compensation

Issuance of shares under Settlement Agreement

Fair value of Gloperba-Elyxyb RPA liability expensed

Fair value of treasury Stock expensed - Tranche B and Oramed Note

Fair value of September 2025 warrants expensed - Tranche B modification

(Gain) loss on derivative liability

Allocated expense for financial instruments at fair value

Loss on extinguishment of derivative liability

Goodwill impairment

Financing costs and allocated expense for financial instruments at fair value

In-process research and development expense

Transaction costs expensed related to Semnur Business Combination

Change in fair value of debt and liability instruments

Change in fair value of equity investments

Change in fair value of digital assets

Change in fair value of equity method investment, net

Realized (gain) loss on investment, net

Realized (gain) loss on digital assets, net

Realized (gain) loss on equity method investment, net

Realized Gains & Losses on Securities

Allowances for expected credit losses

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Other long-term liabilities

Net cash proceeds from (used for) operating activities

Net cash proceeds from operating activities

Investing activities

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Purchase of equity securities

Purchase of convertible promissory note from Denali

Cash paid for in-process research and development, net

Cash paid to settle Datavault Obligation

Purchases of Bitcoin with cash

Purchase of property and equipment

Net cash used for investing activities

Exercise of prefunded warrant

Purchase of preferred shares of Vivasor

Sale of Datavault AI Inc.

shares for cash, net

Repayments on promissory note

Payment made for PA OPS investment

Vivasor Cash Acquired

Purchase of convertible promissory note from Denali

Net cash proceeds from (used for) investing activities

Financing activities

Proceeds from issuance of shares under Standby Equity Purchase Agreements and ATM Sales Agreement

Proceeds from issuance of Convertible Debentures

Proceeds from issuance of Revolving Facility

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Cash consideration paid in connection with warrant repurchase

Transaction costs paid related to the Business Combination

Cash assumed in Semnur Business Combination

Repayment of Convertible Debentures

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Payments of debt issuance costs

Disbursement of funds to Sorrento

Cash consideration paid in connection with share repurchase

Cash consideration paid in connection with the repurchase of Penny Warrants

Payments on purchased revenue liability

Transaction costs paid in connection with share repurchase

Proceeds from exercise of April 2024 RDO Warrants and December 2024 RDO Warrants

Transaction costs paid in connection with issuance of common stock and exchange of April 2024 RDO Warrants and December 2024 RDO Warrants for November 2025 Warrants

Payments for the termination of Tumim Purchase Agreement

Proceeds from issuance of Scilex-St.

Excise tax paid in connection with share repurchase

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Payments of deferred transaction costs related to Semnur Business Combination

Proceeds from exercise of December 2024 RDO Warrants for Common Stock

Proceeds from stock options and warrants exercised and ESPP

Net cash (used for) proceeds from financing activities

Net change in cash, cash equivalents and restricted cash

Payments for Vivasor debt

Payments in lieu of fractional shares for Reverse Stock Split

Net cash (used for) financing activities

Effect of exchange rate changes on cash

Net change in cash and cash equivalents

Cash, cash equivalents and restricted cash at beginning of period

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Non-cash investing and financing activities

Issuance of shares to B.

Riley pursuant to B.

Riley Purchase Agreement

Issuance costs related to direct offerings included in accrued expenses and account payables

Net liabilities assumed in Semnur Business Combination

Derecognition of Scilex's equity investment in Denali in connection with Semnur Business Combination

Exercise of December 2024 RDO Warrants in exchange for settlement of Tranche B Notes principal and interest

Purchase of equity investment in Datavault AI Inc in exchange for Bitcoin

Bitcoin acquired in exchange for shares of Semnur Stock

Additions to intangible assets included in accrued expenses

Fee Warrants issued and exercised in connection with the Commitment Letter

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StockBlock Warrants issued in connection with the December 2024 RDO

Conversion of Convertible Debentures into common stock

Right-of-use assets obtained in exchange for operating lease liabilities with lease modification

Oramed Note issuance at fair value

Other non-cash consideration in connection with share repurchase

Datavault Licenses acquired but not yet paid

Purchase of Bitcoin in exchange for Scilex-St.

Excise tax in connection with share repurchase included in accrued expenses

See accompanying notes to audited consolidated financial statements

Purchase and exercise of prefunded warrant for Datavault shares in exchange for Bitcoin

Issuance of warrants as financing costs in connection with issuance of common stock and exchange of liability classified instruments

Vivasor debt forgiveness

Vivasor net assets consolidated

Net impact of the issuance of November 2025 Warrants and exchange of liability classified instruments

Se e accompanying notes to audited consolidated financial statements

SCILEX HOLDING COMPANY

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Organization and Principal Activities

Scilex Holding Company (“Scilex” and together with its wholly owned subsidiaries, the “Company”) is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain.

The Company was originally formed in 2019 and currently has five wholly owned subsidiaries, Scilex Inc.

Scilex Holding Company (“Scilex” and together with its consolidated subsidiaries, the “Company”) is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain.

The Company was originally formed in 2019 and currently has eight subsidiaries, of which the following five are wholly owned:

(“Legacy Scilex”), Scilex Pharmaceuticals Inc.

(“Scilex Pharma”), Semnur Pharmaceuticals, Inc.

(“Semnur”), SCLX DRE Holdings LLC and SCLX Stock Acquisition JV LLC.

(“Scilex Pharma”), SCLX DRE Holdings LLC, and SCLX Stock Acquisition JV LLC (“SCLX JV”), Scilex BVI Limited (“Scilex BVI”);

and the following three subsidiaries are controlled by Scilex:

Scilex Bio, Inc.

(“Scilex Bio”) and Semnur Pharmaceuticals, Inc.

(“Semnur”) and Vivasor Holding Company (“Vivasor”).

The business combination with Vivasor started in December 2025.

The business combination with Vickers (the “Business Combination”) was closed in November 2022.

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in June 2024.

The Company is currently developing three product candidates, SP-102 (10 mg, dexamethasone sodium phosphate viscous gel), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica for which the Company has completed a Phase 3 study (“SP-102” or “SEMDEXA”), SP-103 (lidocaine topical system) 5.4% (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which the Company completed a Phase 2 trial in acute low back pain (“LBP”) in the third quarter of 2023, and SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-burst release low dose naltrexone hydrochloride capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed in the second quarter of 2022.

Since inception, the Company has devoted substantially all of its efforts to the development of SP-102, SP-103 and SP-104, and the commercialization of ZTlido.

Sorrento Chapter 11 Filing

On February 13, 2023, Sorrento Therapeutics, Inc.

(“Sorrento”), the Company’s then-controlling stockholder, and Sorrento’s wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc.

(“Scintilla” and together with Sorrento, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al., Case Number 23-90085 (DRJ) (the “Chapter 11 Cases”).

While the Company was majority-owned by Sorrento, the Company was not a debtor in the Chapter 11 Cases.

Pursuant to that certain Stock Purchase Agreement that the Company entered into with Sorrento on September 21, 2023 (the “Sorrento SPA”), the Company repurchased shares of its Common Stock, par value $ 0.0001 per share (the “Common Stock”), and Series A Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”), from Sorrento.

As a result, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote.

As of December 31, 2024, the Company had a $ 3.2 million receivable from Sorrento, which was fully reserved.

In January 2025, the Company received approval from Health Canada’s Pharmaceutical Drugs Directorate, Bureau of Cardiology, Allergy and Neurological Sciences for ELYXYB for the acute treatment of migraine with or without aura in Canada and in-licensed the rights to commercialize GLOPERBA outside the U.S.

The Company is currently developing three product candidates, SP-102 (10 mg, dexamethasone sodium phosphate viscous gel), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica for which the Company initiated a second Phase 3 study (“SP-102” or “SEMDEXA”) in September 2025, SP-103 (lidocaine topical system) 5.4% (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which the Company completed a Phase 2 trial in acute low back pain (“LBP”), and SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-burst release low dose naltrexone hydrochloride capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed.

The Company has devoted substantially all of its efforts to the development of SP-102, SP-103 and SP-104, and the commercialization of ZTlido, ELYXYB and GLOPERBA.

Basis of Presentation and Principles of Consolidation

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GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The accompanying consolidated financial statements include the accounts of the Company as well as its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements include 100% of the accounts of the wholly owned and majority owned subsidiaries as well as a variable interest entity for which the Company is the primary beneficiary.

The proportion of profit and loss and changes in equity allocated to the shareholders of the Company and the non-controlling interests are determined on the basis of existing ownership interest.

All intercompany balances and transactions have been eliminated.

The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”).

Variable interest entities (“VIEs”) are entities that, by design, either lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or have equity investors that do not have the

ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The Company consolidates its VIEs under the VIE model if the Company is considered the primary beneficiary due to (i) the power to direct activities of the VIE that most significantly impact the entity's economic performance;

and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP.

Upon the occurrence of certain significant events, as required by the VIE model, the Company reassesses whether a legal entity in which the Company is involved is a VIE.

The reassessment process considers whether the Company has acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances.

The reassessment also considers whether the Company has acquired or disposed of a financial interest that could be significant to the VIE, or whether an interest in the VIE has become significant or is no longer significant.

The consolidation status of the entities with which the Company is involved may change as a result of such reassessments.

Changes in consolidation status are applied prospectively, with assets and liabilities of a newly consolidated VIE initially recorded at fair value.

Reverse Stock Split

On April 3, 2025, the Board of Directors of the Company (the “Board”) approved a reverse stock split of the Common Stock at a ratio of 1-for-35 (the “Reverse Stock Split”), which was effected on April 15, 2025.

As a result of the Reverse Stock Split, every 35 shares of pre-Reverse Stock Split Common Stock was combined into one share of post-Reverse Stock Split Common Stock, without any change in par value per share.

No fractional shares were issued as a result of the Reverse Stock Split, as fractional shares of Common Stock were rounded down to the nearest whole share.

Stockholders who would have otherwise received a fractional share of Common Stock pursuant to the Reverse Stock Split, received cash-in-lieu of the fractional share.

All Common Stock amounts and references hav e been retroactively adjusted for all figures presented to reflect the Reverse Stock Split unless specifically stated otherwise.

The Company also adjusted the amounts for shares of Common Stock reserved for issuance upon the exercise of outstanding warrants, outstanding stock options and shares reserved under the Company’s stock-based compensation plans, except for the outstanding Penny Warrants and the Deposit Warrant (each as defined below), which do not contain antidilution provisions and therefore were not adjusted in connection with the Reverse Stock Split, to the extent they were outstanding at the time of the Reverse Stock Split.

As a result, a deemed dividend of $ 43.8 million was recognized, representing the increase in value to Penny Warrant holders.

The Company has an accumulated deficit, as a result, the deemed dividend was not recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet.

The non-cash deemed dividend has been included as an increase to the net loss allocated to common shareholders, and thus increase the net loss per share for both basic and diluted net loss per share.

Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”) in making decisions on how to allocate resources and assessing performance.

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GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period.

These estimates include, but are not limited to, revenue recognition, fair value of financial instruments and certain assumptions used in estimating stock-based compensation.

These estimates include, but are not limited to, revenue recognition, fair value of financial instruments and certain assumptions used in estimating stock-based compensation, the fair value of assets acquired and liabilities assumed in acquisitions, and the noncontrolling interests recognized in acquisitions.

Management believes that these estimates are reasonable;

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Customer and Supplier Concentration Risk

The Company had three customers during the years ended December 31, 2024 and 2023 , each of which individually generated 10 % or more of the Company’s total revenue.

The Company had four and three customers during the years ended December 31, 2025 and 2024 , respectively, each of which individually generated 10 % or more of the Company’s total revenue.

These customers accounted for 98 % and 86 % of the Company’s revenue for the years ended December 31, 2025 and 2024, respectively, individually ranging from 12 % to 33 % and 23 % to 34 %, respectively.

As of December 31, 2024 and 2023, three customers represented 95 % and 91 % of the Company’s outstanding accounts receivable, respectively, individually ranging between 30 % and 33 % and 24 % and 36 % for respective periods.

Additionally, during the years ended December 31, 2024 and 2023, the Company purchased ZTlido inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”).

In November 2023 and February 2024, respectively, the Company started purchasing ELYXYB and GLOPERBA inventories from its sole suppliers, Contract Pharmaceuticals Ltd Canada (CPL) and Ferndale Laboratories, Inc., respectively.

As of December 31, 2025 and 2024, four and three customers represented 96 % and 95 % of the Company’s outstanding accounts receivable, respectively, individually ranging between 10 % and 35 % and 30 % and 33 % for respective periods.

Additionally, during the years ended December 31, 2025 and 2024, the Company purchased ZTlido, ELYXYB and GLOPERBA inventories from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”), Contract Pharmaceuticals Ltd.

Canada (“CPL”) and Ferndale Laboratories, Inc., respectively.

This exposes the Company to concentration of customer and supplier risk.

The Company monitors the financial condition of its customers and limits its credit exposure by setting credit limits.

During the years ended December 31, 2024 and 2023, the Company had allowances for expected credit losses of $ 1.2 million and nil , respectively.

During the years ended December 31, 2025 and 2024 , the Company had allowances for expected credit losses of nil and $ 1.2 million, respectively.

Digital Assets

In September 2025, the Company adopted a cryptocurrency treasury strategy and began acquiring Bitcoin.

We account for all digital assets held as crypto assets, a subset of indefinite-lived intangible assets in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets.

We have ownership of and control over our digital assets and are held in custody accounts and are not considered cash equivalents.

The digital assets are initially recorded at cost on a first-in, first-out basis and are subsequently remeasured on the consolidated balance sheets at fair value at each reporting period.

We determine and record the fair value of our digital assets in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level I inputs).

Realized and unrealized gains and losses are recorded to Other (income) expense, net in our consolidated statement of operations and comprehensive loss.

Noncontrolling Interests

The Company consolidates entities in which it has a controlling financial interest, including variable interest entities (VIEs) where it is the primary beneficiary.

Noncontrolling interests represent the portion of equity in consolidated subsidiaries not attributable to the Company and are presented separately in the consolidated balance sheets and statements of operations and comprehensive loss.

Profit or loss and changes in equity attributable to noncontrolling interests are allocated based on ownership percentages as well as the preferential rights and obligations associated with the respective equity class of noncontrolling interests.

Datavault Investment

On September 25, 2025, we entered into a Securities Purchase Agreement (the “Datavault SPA”) with Datavault AI Inc., a Delaware corporation (“Datavault”), pursuant to which Datavault agreed to issue and sell, and we agreed to purchase, 15.0 million shares (the “Datavault Shares”) of common stock of Datavault (“Datavault Common Stock”) in the initial closing which occurred on September 26, 2025 (the “Initial Datavault Closing” and the date of such closing, the “Initial Datavault Closing Date”) and a pre-funded warrant (the “Datavault Pre-Funded Warrant”) to

purchase 263,914,094 shares of Datavault Common Stock in a subsequent closing (the “Subsequent Datavault Closing”), for an aggregate purchase price of $ 150 million in Bitcoin (“BTC”) (based on the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m.

(New York City time) on the trading day immediately prior to the date of the Initial Datavault Closing Date, or September 25, 2025.

(such rate, the “Spot Exchange Rate”)).

On November 25, 2025, the Subsequent Datavault Closing was consummated with us transferring an amount of BTC (based on the Spot Exchange Rate) in satisfaction of the payment of the remainder of the aggregate purchase price to Datavault and Datavault issuing the Datavault Pre-Funded Warrant to us.

Also on November 25, 2025, following the Subsequent Datavault Closing, we exercised the Datavault Pre-Funded Warrant in full for an aggregate exercise price of approximately $ 26.4 thousand, paid in cash.

The Company has the ability to nominate two out of nine board seats, and holds approximately 37 % of Datavault’s outstanding voting shares as of December 31, 2025, and the Company believes it is able to exercise significant influence over Datavault.

As such, following the exercise of the Datavault Pre-Funded Warrants, the Company accounts for its investment in Datavault under the equity method under Accounting Standards Codification (“ASC”) 323, Investments - Equity Method and Joint Venture as of this date.

Fair Value Measurements

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The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments.

The valuation of the derivative warrant liability for the Private Warrants, the February 2024 BDO Firm Warrants, the Deposit Warrant, the April RDO Warrants, the October 2024 Noteholder Warrants and the December 2024 RDO Common Warrants (each as defined below) is outlined in Note 4, utilizing the Black-Scholes option pricing model.

The Company has chosen the fair value option for the Convertible Debentures, Oramed Note, FSF Deposit and Tranche B Notes (each as defined below), with the valuation methodologies detailed in Note 7.

Equity method investment and digital assets are also recorded at fair value in our consolidated balance sheets.

The valuation of the derivative warrant liability for the Private Warrants, the February 2024 BDO Firm Warrants, the Deposit Warrant, the October 2024 Noteholder Warrants, the December 2024 RDO Common Warrants the Exchange Warrants, the September 2025 Warrants and the November 2025 Warrants (each as defined below) is outlined in Note 5, utilizing the Black-Scholes option pricing model.

The Company has chosen the fair value option for the Oramed Note, FSF Deposit, and Tranche B Notes (each as defined below), with the valuation methodologies detailed in Note 8.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

Assets and liabilities recorded at fair

value are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows:

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Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value.

Restricted cash as of December 31, 2023 consisted of deposits placed in a segregated bank account as required under the terms of the eCapital Credit Agreement (as defined below), which is discussed further in Note 7.

Restricted cash was recorded as other long-term assets within the Company’s consolidated balance sheet.

There is no restricted cash as of December 31, 2024, because Scilex Pharma paid off the outstanding amount of all obligations and indebtedness under the eCapital Credit Agreement in October 2024, which agreement was terminated thereafter.

The Company considers marketable securities as current investments if the maturity date is less than or equal to one year from the balance sheet date.

The Company considers marketable securities as non-current investments if the maturity date is in excess of one year from the balance sheet date.

Restricted cash as of December 31, 2025 and December 31, 2024 is nil , because Scilex Pharma paid off the outstanding amount of all obligations and indebtedness under the eCapital Credit Agreement in October 2024, which agreement was terminated thereafter.

Cash equivalents were immaterial as of December 31, 2025 and 2024 .

T he following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that together reflect the same amounts shown in the consolidated statements of cash flows (in thousands):

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

Accounts Receivable, Net

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When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for expected credit losses.

As of December 31, 2024, the Company recorded $ 1.2 million of allowances for credit losses on its accounts receivable.

As of December 31, 2023 , the Company did no t deem any allowances for expected credit losses on its accounts receivable necessary.

The Company determines inventory cost on a first-in, first-out basis.

As of December 31, 2025 and 2024 , the Company recorded nil and $ 1.2 million, allowances for credit losses on its accounts receivable, respectively.

As of December 31, 2025 and 2024, allowances for prompt payment discounts were $ 0.4 million and $ 0.6 million, respectively.

The Company determines inventory cost on a first-in, first-out basis, with the exception of the Vivasor entity which determines inventory cost using the average cost method.

The Company reduces the carrying value of inventories to a lower of cost or net realizable value for those items that are potentially excess, obsolete or slow- moving.

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Inventory costs resulting from these adjustments are recognized as cost of sales in the period in which they are incurred.

When future commercialization

is considered probable and the future economic benefit is expected to be realized, based on management’s judgment, the Company capitalizes pre-launch inventory costs prior to regulatory approval.

As of December 31, 2024 and 2023 , the Company’s inventory was primarily comprised of finished goods.

When future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment, the Company capitalizes pre-launch inventory costs prior to regulatory approval.

As of December 31, 2025 and 2024 , the Company’s inventory was composed of equal parts of raw material and finished goods.

Property and Equipment, Net

Property and equipment are carried at cost less accumulated depreciation.

Property and equipment for the Vivasor entity was fair valued on the date of the acquisition under acquisition accounting.

Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years.

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Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite-lived until the completion or abandonment of the associated research and development efforts.

Upon commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life.

commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life.

Capitalized IPR&D is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable.

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Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment.

The Company has one reporting unit.

The Company has two reporting unit.

During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.

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The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review.

Recoverability is measured by comparison of

the assets’ book value to future net undiscounted cash flows that the assets are expected to generate to determine if a write-down to the recoverable amount is appropriate.

Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate to determine if a write-down to the recoverable amount is appropriate.

If such assets are written down, an impairment will be recognized as the amount by which the book value of the asset group exceeds the recoverable amount.

Valuation of Purchased In-Process Research and Development, Goodwill, and Other Intangible Assets

When we acquire another company, the purchase price is allocated, as applicable, between in-process research and development, other identifiable intangible assets, tangible assets, liabilities assumed and goodwill as required by generally accepted accounting principles in the U.S.

Purchased in-process research and development is defined as the value assigned to those projects for which the related products have not received regulatory approval and have no alternative future use.

Determining the portion of the purchase price allocated to in-process research and development and other intangible assets requires us to make significant estimates.

The amount of the purchase price allocated to purchased in-process research and development and other intangible assets is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values.

The discount rate used is determined at the time of the acquisition in accordance with accepted valuation methods.

For purchased in-process research and development, these methodologies include consideration of the risk of the project not achieving commercial feasibility.

Goodwill represents the excess of the aggregate purchase price over the fair value of net assets, including in-process research and development, of the acquired businesses, net of the fair value of liabilities assumed.

Goodwill is tested for impairment annually, or more frequently if changes in circumstance or the occurrence of events suggest an impairment exists.

The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows.

Our estimates associated with the goodwill impairment tests are considered critical due to the amount of goodwill recorded on our consolidated balance sheets and the judgment required in determining fair value amounts, including projected future cash flows.

The purchase price allocation in connection with the purchase of Vivasor is preliminary and subject to adjustment.

As the Company continues to evaluate the fair value of assets acquired, including in-process research and development (IPR&D), adjustments may result in a reallocation between goodwill and identified intangible assets.

Any such measurement period adjustments will be recorded in accordance with ASC 805, with corresponding offsets to goodwill, and will be finalized no later than one year from the acquisition date.

Contingent Consideration

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Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the consolidated statements of operations and comprehensive loss.

Other than contingent consideration that is accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging , contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved.

Other than contingent consideration that is accounted for in accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging , contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved.

In accordance with ASC Subtopic No.

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This involves estimating future net product sales, determining interest expense, determining the amortization period of the debt discount, as well as determining the classification between current and long-term portions.

Convertible Debentures, the Oramed Note, FSF Deposit and Tranche B Notes

The Company has elected the fair value option to account for the Convertible Debentures, the FSF Deposit, the Tranche B Notes (each as defined in Note 2 “ Liquidity and Going Concern ” below) and the Oramed Note (as defined in Note 4 “ Fair Value Measurements ” below) that were issued in March and April 2023, June 2024, October 2024 and September 2023, respectively, as discussed further in Note 7.

Debt assumed in connection with the Vivasor, Business Combination was recorded at fair value at the acquisition date.

Subsequent to initial recognition, such debt is carried at amortized cost, with any difference between fair value and contractual amounts accreted or amortized to interest expense over the remaining term of the instrument using the effective interest method.

The Oramed Note, FSF Deposit, Tranche B Notes

The Company has elected the fair value option to account for the FSF Deposit and the Tranche B Notes (each as defined in Note 2 “ Liquidity and Going Concern ” below) and the Oramed Note (as defined in Note 5 “ Fair Value Measurements ” below) that were issued in June 2024, October 2024, and September 2023, respectively, as discussed further in Note 8.

The Company recorded these financial instruments at fair value upon issuance with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income.

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The weighted-average interest rates for the short-term loans, including these financial instruments, were 12.35 % and 6.67 % for the years ended December 31, 2025 and 2024 , respectively.

The Company accounted for Scilex-St.

James Loans using amortized cost model.

Transaction fees paid to the lender are treated as debt discounts which are recorded as reduction to the principal of the notes.

The debt discounts are amortized over the contractual term of the notes, using the effective interest method, and recorded as interest expense in the consolidated statements of operations and comprehensive loss.

Purchased Revenue Liability

The purchased revenue liability is associated with the Purchase and Sale Agreement (the “ZTlido Royalty Purchase Agreement”) that the Company entered into in October 2024 (Note 7).

The purchased revenue liability is associated with the Purchase and Sale Agreement that the Company entered into in October 2024 with certain institutional investors (collectively, the “ZTlido Royalty Investors”) and Oramed (the “ZTlido Royalty Purchase Agreement”) and the Purchase and Sale Agreement that the Company entered into in February 2025 with certain institutional investors (collectively, the “Gloperba-Elyxyb Royalty Investors”) and Oramed (the “Gloperba-Elyxyb Royalty Purchase Agreement”, and together with the ZTlido Royalty Purchase Agreement, the “Royalty Purchase Agreements”) (Note 8).

The Company elected the fair value option to account for the purchased revenue liability (as described in Note 5 “Fair Value Measurements” below).

The Company recorded the ZTlido Royalty Purchase Agreement at fair value upon issuance with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception

of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income.

The Company recorded the these Royalty Purchase Agreements at fair value upon issuance with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income.

Interest expense related to these financial instruments is included in the changes in fair value.

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Revenue Recognition

The Company’s revenue is generated from product sales within the United States.

The Company’s revenue is primarily generated from product sales within the United States.

The Company does not incur significant direct costs to obtain contracts with its customers.

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The Company’s performance obligation with respect to sales of ZTlido, ELYXYB and GLOPERBA is satisfied at a point-in-time, when control is transferred upon delivery of product to the customer.

The Company considers control to have transferred upon delivery because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the

Company has a present right to payment at that time.

Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant.

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Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations.

Deductions from Revenues

The Company’s gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized.

Such variable consideration represents chargebacks, rebates, sales allowances and sales returns.

These deductions represent estimates of the related obligations and, as such, knowledge and judgment are required when estimating the impact of these product revenue deductions on net sales for a reporting period.

Rebates and Chargebacks

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Product returns are presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

The allowance for product returns is determined based on historical return rates, product shelf life, and inventory levels within the distribution channel.

This estimated rate is applied to gross sales to accrue the sales allowance.

Discounts, typically 2 % of sales, are offered to wholesalers for prompt payment.

Upon receipt of actual product returns, the Company updates its balances accordingly, while continuing to refine its estimates based on historical trends.

Co-Payment Assistance

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Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants, which consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (using the treasury stock method or the reverse treasury stock method, as applicable).

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for

the potentially dilutive impact of stock options and warrants, which consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (using the treasury stock method or the reverse treasury stock method, as applicable).

In accordance with FASB ASC 260, Earnings Per Share, Penny Warrants are warrants that would be exercised for no or little consideration and therefore should be included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted net income (loss) per share to the extent all vesting conditions or exercise contingencies are removed except for the passage of time.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this ASU retrospectively on December 31, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received.

of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU for our 2025 annual period prospectively.

See Note 14 for the revised disclosures consistent with the new standard.

In December 2023, the FASB issued ASU No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) :

Accounting for and Disclosure of Crypto Assets .

The amendments in ASU No.

2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

We adopted ASU 2023-08 in 2025, and it did not have a material impact on the Company’s financial statements when adopted, as the Company did not hold any crypto assets as of the adoption date.

During the third quarter of 2025, the Company began holding crypto assets, which are accounted for in accordance with ASU 2023-08.

See Note 6 for related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures , which will require additional expense disclosures for all public entities.

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The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets.

This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years.

Adoption of this ASU can be applied prospectively for reporting periods after its effective date.

Early adoption is permitted.

The Company is currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on its consolidated financial statements.

Liquidity and Going Concern

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Management has assessed the Company’s ability to continue as a going concern for at least one year after the issuance date of the accompanying consolidated financial statements.

On November 17, 2022, the Company entered into a standby equity purchase agreement (the “Original Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”).

On February 8, 2023, the Company entered into an amended and restated standby equity purchase agreement with Yorkville (the “A&R Yorkville Purchase Agreement”), amending, restating and superseding the Original Purchase Agreement.

On, and effective as of, March 25, 2024, the Company and Yorkville mutually agreed to terminate the A&R Yorkville Purchase Agreement.

On January 8, 2023, the Company entered into a standby equity purchase agreement (the “B.

Riley Purchase Agreement” and together with A&R Yorkville Purchase Agreement, the “Standby Equity Purchase Agreements”) with B.

Riley Principal Capital II, LLC (“B.

Pursuant to each of the Standby Equity Purchase Agreements, the Company had the right, but not the obligation, to sell to each of Yorkville and B.

Riley up to $ 500.0 million of shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) at its request any time during the 36 months following the date on which the registration statement related to each such purchase agreement was initially declared effective by the SEC, subject to certain conditions, which are discussed further in Note 9.

As consideration for Yorkville’s and B.

Riley’s respective commitment to purchase shares of Common Stock at the Company’s direction, the Company issued 250,000 commitment shares to each of Yorkville (the “Yorkville Commitment Shares”) and B.

Riley (the “B.

Riley Commitment Shares”).

On, and effective as of, February 16, 2024, the Company and B.

Riley mutually agreed to terminate the B.

Riley Purchase Agreement.

On March 21, 2023, the Company entered into a securities purchase agreement with Yorkville (the “Yorkville SPA”), pursuant to which the Company issued and sold to Yorkville convertible debentures in an aggregate principal amount of up to $ 25.0 million (the “Convertible Debentures”) for net cash proceeds of $ 24.0 million , as discussed further in Note 7.

The Company fully repaid the Convertible Debentures in March 2024.

On June 27, 2023, Scilex Pharma entered into a Credit and Security Agreement (the “eCapital Credit Agreement”) with eCapital Healthcare Corp.

(the “Lender”), pursuant to which the Lender made available loans (the “Revolving Facility”) in an aggregate principal amount of up to $ 30.0 million (the “Facility Cap”).

The proceeds of the Revolving Facility were used for (i) transaction fees incurred in connection with the eCapital Credit Agreement, (ii) working capital needs of Scilex Pharma and (iii) other uses not prohibited under the eCapital Credit Agreement.

See Note 7 for additional discussion of the terms of the eCapital Credit Agreement.

On October 8, 2024, Scilex Pharma paid off the

outstanding amount of all obligations and indebtedness of Scilex Pharma owing to the Lender under the eCapital Credit Agreement.

Accordingly, the eCapital Credit Agreement, the related Loan Documents and the Subordination Agreement (each as defined in the eCapital Credit Agreement) were terminated, canceled and are of no further force and effect.

On December 22, 2023, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with B.

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The Company had no obligation to sell any shares of Common Stock under the ATM Sales Agreement and could suspend offers thereunder at any time.

As of December 31, 2024 , the Company sold 2,764,187 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $ 2.7 million .

As of December 31, 2025 , no sales of Common Stock had been made under the ATM Sales Agreement.

As of December 31, 2024, the Company sold 78,976 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $ 2.7 million .

On June 11, 2024, the Company entered into that certain Commitment Side Letter (the “Commitment Letter”) with FSF 33433 LLC (“FSF Lender”), pursuant to which FSF Lender committed to provide the Company a loan (the “FSF Loan”) in the aggregate amount of $ 100.0 million (the “Commitment Amount”).

The Commitment Amount shall be payable as follows:

(i) $ 85.0 million no later than the date that is 70 days following the date on which the Company receives the FSF Deposit (as defined below) (the “Outside Date” and the funding of the initial $ 85.0 million, the “Initial Closing”) and (ii) the remaining $ 15.0 million within 60 days following the Initial Closing (the funding of the second $ 15.0 million, the “Second Closing”).

Pursuant to the Commitment Letter, FSF Lender was required to provide the Company a non-refundable deposit in immediately available funds in the aggregate principal amount of $ 10.0 million (the “FSF Deposit” and the date on which such funds are fully received, the “Deposit Date”), which amount will be creditable towards the $ 85.0 million required to be funded by FSF Lender at the Initial Closing.

The Company received the FSF Deposit on June 18, 2024 and issued to FSF Lender a warrant to purchase up to an aggregate of 3,250,000 shares of the Common Stock (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) (the “Deposit Warrant”), with an exercise price of $ 1.20 per share.

(i) $ 85.0 million no later than the date that is 70 days following the date on which the Company receives the FSF Deposit (as defined below) (the “Outside Date” and the funding of the initial $ 85.0 million, the “Initial Commitment Closing”) and (ii) the remaining $ 15.0 million within 60 days following the Initial Closing (the funding of the second $ 15.0 million, the “Second Closing”).

The Company received the FSF Deposit on June 18, 2024, and issued to FSF Lender a warrant to purchase up to an aggregate of 3,250,000 shares of the Common Stock (the “Deposit Warrant”), with an exercise price of $ 1.20 per share.

The exercise price and number of shares of Common Stock issuable upon the exercise of the Deposit Warrant may be subject to certain adjustments in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction, as described in the Deposit Warrant.

The Deposit Warrant is immediately exercisable and will expire five years from the date of issuance.

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In consideration of Endeavor assuming the payment obligation of the Company in respect of the FSF Deposit, Endeavor will not be responsible for making any payment to the Company for (i) the product already delivered as of the date of such agreement in an amount of approximately $ 13.2 million and (ii) the Additional Product.

Pursuant to the terms of the Satisfaction Agreement, if the Company fails to fully deliver the Additional Product by December 31, 2024, the Company shall be liable to Endeavor for liquidated damages in the amount of $ 20,000,000 .

In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit.

On October 7, 2024, the Company entered into a securities purchase agreement (the “Tranche B Securities Purchase Agreement”) with certain institutional investors (collectively, the “Tranche B Investors”) and Oramed Pharmaceuticals Inc.

(“Oramed”) (together with the Tranche B Investors, the “Tranche B Noteholders”), to issue and sell, in a registered offering by the Company directly to the Tranche B Noteholders, a new tranche B of senior secured convertible notes of the Company in the aggregate principal amount of $ 50.0 million (the “Tranche B Notes”) which notes will mature on the two-year anniversary of the issuance date and will be convertible into shares of Common Stock at a conversion price equal to $ 1.09 per share (which was automatically reduced to $ 1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such notes).

The Company has received in exchange for the issuance of the Tranche B Notes to the Tranche B Investors an aggregate amount in cash of $ 22,500,000 , excluding fees and expenses payable by the Company.

The Company has received from Oramed in consideration for the Tranche B Notes issued to Oramed an exchange and reduction of the principal balance under the Oramed Note (as defined below) of $ 22,500,000 .

(“Oramed”, and together with the Tranche B Investors, the “Tranche B Noteholders”), to issue and sell, in a registered offering by the Company directly to the Tranche B Noteholders, a new tranche B of senior secured convertible notes of the Company in the aggregate principal amount of $ 50.0 million (the “Tranche B Notes”) which notes will mature on the two-year anniversary of the issuance date and will be convertible into shares of Common Stock at a conversion price equal to $ 36.40 per share.

In exchange for the issuance of the Tranche B Notes to the Tranche B Investors, the Company has received an aggregate amount in cash of $ 22,500,000 , excluding fees and expenses payable by the Company.

In consideration for the Tranche B Notes issued to Oramed, the Company has

received from Oramed an exchange and reduction of the principal balance under the Oramed Note (as defined below) of $ 22,500,000 .

On December 1, 2025, the Company entered into a Non-Recourse Loan and Securities Pledge Agreement (the “Scilex-St.

James Loan Agreement”) to issue loans (the “Scilex-St.

James Loans”) with St.

James Bank & Trust Company Ltd., a corporation existing under the laws of the Bahamas (“St.

James”), in up to an aggregate principal amount of $ 50.0 million, which may be advanced in one or more tranches.

The Scilex-St.

James Loans are non-recourse loans, which are collateralized by the shares of Datavault common stock held by the Company, wherein St.

James will act as the custodian over these collateralized shares.

On December 8, 2025, the Company and St.

James executed an amendment to the "Scilex-St.

James Loan Agreement (the “Scilex-St.

James Loan Amendment”).

The Scilex-St.

James Loan Amendment, among other things, increased the maximum amount borrowable under the Scilex-St.

James Loan Agreement from $ 50.0 million to $ 100.0 million, and increased the number of shares of Datavault common stock collateralizing the Scilex-St.

James Loans to 85,838,800 shares.

On December 19, 2025, (the “Initial Scilex-St.

James Loan Closing Date”), St.

James funded $ 10.0 million of principal of the Scilex-St.

James Loans (the “Scilex-St.

James Loan Tranche 1”), net of a $ 0.8 million financing fees, collateralized by 17,361,111 shares of Datavault Common Stock, at a collateral price per share of $ 0.96 .

The Company has received proceeds of the Scilex-St.

James Loan Tranche 1 and aggregate amount of $ 9.2 million in cash, excluding fees and expenses payable by the Company.

On December 22, 2025 (the “Scilex-St.

James Tranche 2 Closing Date”), St.

James funded and the Company received in cash $ 12.6 million of principal of the Scilex-St.

James Loans (the “Scilex-St.

James Tranche 2”), collateralized by 21,841,689 shares of Datavault Common Stock, excluding fees and expenses payable by the Company.

As of December 31, 2025, the Company’s negative working capital was $ 445.3 million , including cash and cash equivalents of approximately $ 5.0 million .

During the year ended December 31, 2024, the Company had operating losses of $ 83.4 million and cash flows from operations of $ 19.3 million .

During the year ended December 31, 2025, the Company had operating losses of $ 346.0 million and cash flows outflows from operations of $ 3.8 million .

The Company had an accumulated deficit of $ 921.8 million as of December 31, 2025.

The Company has plans to obtain additional resources to fund its currently planned operations and expenditures and to service its debt obligations (whether under the Oramed Note, the Tranche B Notes or otherwise) for at least twelve months from the issuance of these consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions.

The Company’s plans are also dependent upon the success of future sales of ZTlido, ELYXYB and GLOPERBA, among which GLOPERBA is still in the early stages of commercialization.

The Company’s plans are also dependent upon the success of future sales of ZTlido, ELYXYB and GLOPERBA, among which GLOPERBA and ELYXYB are still in the early stages of commercialization.

Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control.

As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Acquisitions and License Agreements

SP-104 Acquisition

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As of December 31, 2025 and December 31, 2024, the contingent consideration associated with the Development Milestone Payment was $ 0.2 million , recorded in the other long-term liabilities.

ELYXYB Acquisition

In February 2023, the Company entered into an asset purchase agreement (the “ELYXYB APA”) with BioDelivery Sciences International, Inc.

(“BDSI”) and Collegium Pharmaceutical, Inc.

(“Collegium”, and together with BDSI, the “Sellers”) to acquire the rights to certain patents, trademarks, regulatory approvals, data, contracts, and other rights related to ELYXYB and its commercialization in the United States and Canada (the “ELYXYB Territory”).

As consideration for the acquisition, the Company assumed various rights and obligations under the asset purchase agreement between BDSI and Dr.

Reddy’s Laboratories Limited, a company incorporated under the laws of India (“DRL”), dated August 3, 2021 (the “DRL APA”), including an irrevocable, royalty-free, exclusive license to know-how and patents of DRL related to ELYXYB and necessary or used to exploit ELYXYB in the ELYXYB Territory.

No cash consideration was or will be payable to the Sellers for such acquisition;

however, the obligations under the DRL APA that were assumed by the Company include contingent sales and regulatory milestone payments and sales royalties.

The Company is also obligated to make quarterly royalty payments to DRL on net sales of ELYXYB in the ELYXYB Territory.

In April 2023, the Company launched ELYXYB in the U.S.

As of each of December 31, 2025 and 2024, the Company had ending balances of accrued royalty payables of $ 0.2 million , which was recorded as accrued expenses under current liabilities on the consolidated balance sheets.

During the years ended December 31, 2025 and 2024, the Company made royalty payments in the amount of $ 0.2 million and $ 0.3 million, respectively.

As of December 31, 2025 , a regulatory milestone payment of $ 1.0 million had been accrued.

Semnur Business Combination Agreement and Sponsor Interest Purchase Agreement

On August 30, 2024, Semnur entered into an agreement and plan of merger (as may be amended or restated from time to time in accordance with its terms, including by Amendment No.

1 thereto, dated as of April 16, 2025 (“ Amendment No.1 ” ), the “ Semnur Business Combination Agreement ” ) with Denali and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (“Denali Merger Sub”).

On July 22, 2025, Semnur entered into Amendment No.

2 to the Semnur Business Combination Agreement with Denali and Denali Merger Sub (“Amendment No.

Amendment No.

2 amends the Semnur Business Combination Agreement to, among other things, modify the definitions of the “Exchange Ratio” and “Merger Consideration” to facilitate the issuance of additional shares of common stock of Semnur prior to the closing of the Semnur Business Combination in connection with any potential private placement financing or for issuance to advisors and other service providers for services rendered and maintain the 1.25-to-1 exchange ratio.

The Semnur Business Combination Agreement provides that, among other things, (i) on the terms and subject to the conditions set forth therein, Denali Merger Sub will merge with and into Semnur, with Semnur surviving as a wholly owned subsidiary of Denali (the “Semnur Business Combination”), and (ii) prior to the closing of the Semnur Business Combination, Denali will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and de-register in the Cayman Islands in accordance with Section 206 of the Cayman Companies Act (the “Domestication”).

Upon the closing of the Semnur Business Combination, it is anticipated that Denali will change its name to “Semnur Pharmaceuticals, Inc.” (“New Semnur”).

Shares of Denali common stock following the Domestication are hereinafter referred to as “New Semnur Common Shares”.

Shares of Denali Series A preferred stock following the Domestication are hereinafter referred to as “New Semnur Preferred Shares”.

Warrants to purchase New Semnur Common Shares following the Domestication are hereinafter referred to as “New Semnur Warrants”.

In accordance with the terms and subject to the conditions of the Semnur Business Combination Agreement, following the Domestication and at the effective time of the Semnur Business Combination (the “Effective Time”):

(i) each share of Semnur Common Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive, without interest, a number of New Semnur Common Shares equal to the Exchange Ratio (as defined in the Semnur Business Combination Agreement);

(ii) each share of Series A preferred stock of Semnur issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive, without interest, (a) one New Semnur Preferred Share and (b) one-tenth of one New Semnur Common Share, and (iii) subject to Denali’s receipt of the Option Exchange Approval (as defined in the Semnur Business Combination Agreement), each option to purchase a share of Semnur Common Stock that is then outstanding shall be converted into the right to receive an option to purchase a number of New Semnur Common Shares as determined by the Exchange Ratio upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, with the exercise price thereof adjusted by the Exchange Ratio.

Pursuant to Amendment No.

1, among other things, the parties agreed to (i) modify certain covenants of the parties to address the potential delisting of the Denali ordinary shares and warrants from the Nasdaq Capital Market, (ii) extend the Outside Date (as defined in Amendment No.

1 ) to September 30, 2025, and (iii) require Denali to amend its organizational documents to extend the period of time within which Denali can complete a business combination to December 11, 2025, or such other date that is mutually agreed to by Semnur and Denali.

In connection with the execution and delivery of the Semnur Business Combination Agreement, the Sponsor and the Company entered into a Sponsor Interest Purchase Agreement (the “SIPA”) dated August 30, 2024 (the “Signing Date”).

Pursuant to the SIPA, the Company agreed to purchase 500,000 Class B ordinary shares, par value $ 0.0001 per share, of Denali (the “Purchased Interests”) that were held by the Sponsor.

The aggregate consideration for the purchase and sale of the Purchased Interests is as follows:

(i) $ 2,000,000 (the “Cash Consideration”) and (ii) 8,571 shares of Common Stock.

Pursuant to the SIPA, the Company paid the Cash Consideration and has agreed to issue Common Stock to the Sponsor contingent upon and following the occurrence of the Semnur Business Combination.

The Purchased Interests converted automatically, on a one-for-one basis, into one New Semnur Common Share upon the closing of the Semnur Business Combination pursuant to the terms of the Semnur Business Combination Agreement.

On September 22, 2025, the requirement to deliver the shares was discharged pursuant to that certain Satisfaction and Discharge Agreement by and among the Company, Sponsor and Semnur.

As of December 31, 2025, and December 31, 2024, the Company had deferred offering costs of approximately nil and $ 6.0 million, respectively, related to the Semnur Business Combination.

Because the transaction was completed without cash consideration, these costs were recognized as an expense in the Company’s consolidated statements of operations upon closing.

Vivasor Business Combination

On December 5, 2025 (the “VHC Transaction Date”), the Company entered into a Share Transfer Agreement with EAR SPV LLC, a Delaware corporation (“EAR SPV”) and Vivasor Holding Company (“VHC”), a privately held biotechnology company, pursuant to which, among other things, EAR SPV agreed to sell, and the Company agreed to buy, all 6,101,468 shares of VHC’s Series A-1 Preferred Stock, par value $ 0.00001 per share, held by EAR SPV, for an aggregate purchase price of $ 9.0 million (“VHC Business Combination”).

The Company evaluated VHC under the VIE model in accordance with ASC 810 and concluded that VHC is a VIE because it lacked sufficient equity at risk to finance its activities without additional subordinated support.

Due to the Company’s power to direct key activities through its eligible majority board representation and its significant economic exposure through its 30.8 % equity interest, it was determined that the Company was the primary beneficiary of VHC.

As a result, the Company consolidated VHC as of the VHC Transaction Date.

The Company will reassess its primary beneficiary status and VIE conclusion for VHC upon the occurrence of any reconsideration events.

The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with ASC 805.

The identifiable assets acquired and liabilities assumed of VHC were recorded at their estimated fair values as of the VHC Transaction Date.

Any excess of the purchase consideration over the fair value of net identifiable assets acquired was recorded as goodwill.

Acquisition-related expenses were not material for the year ended December 31, 2025.

The purchase price allocation is preliminary and subject to adjustment.

As the Company continues to evaluate the fair value of assets acquired, including in-process research and development (“IPR&D”), fair value of inventory and receivables, adjustments may result in a reallocation between goodwill and identified tangible and intangible assets.

Any such measurement period adjustments will be recorded in accordance with ASC 805, with corresponding offsets to goodwill, and will be finalized no later than one year from the acquisition date.

The fair value estimates for the assets acquired and liabilities assumed were based upon valuations using information known and knowable as of the date of this filing.

Changes to these assumptions and estimates could cause an impact to the valuation of assets acquired including goodwill.

The Company is in the process of finalizing the purchase price allocation.

Accordingly, the allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and subject to adjustment during the measurement period, which may not exceed one year from the VHC Transaction Date.

The fair value of the total purchase consideration for the VHC Business Combination was $ 71.3 million , subject to purchase price adjustment and was comprised of the following (in thousands):

Purchase Consideration

Cash consideration

Upside consideration – Aardvark shares claw back

Debt assumed (short-term and long-term)

69.2 % noncontrolling interest in VHC

Total purchase consideration

The purchase consideration includes the cash paid for the equity interest in VHC, the fair value of debt assumed at acquisition, the upside consideration payable to Sorrento Therapeutics, Inc.

(“Sorrento”) based on a percentage of proceeds from the Aardvark Therapeutics, Inc.

(“Aardvark”) equity investment, and the fair value of the noncontrolling interests.

The 69.2 % noncontrolling interest in VHC was measured at fair value using an option pricing model backsolve methodology with a discount for lack of control of 23.1 %.

The 7.0 % noncontrolling interest relates to Sorrento’s retained interest in certain VHC subsidiaries pursuant to the Asset Purchase Agreement dated March 8, 2024 between Sorrento and VHC.

The preliminary allocation of the VHC Business Combination purchase consideration to the estimated fair value of the net assets acquired and liabilities assumed at the VHC Transaction Date was as follows (in thousands):

Liabilities presented below exclude assumed debt and upside consideration, which are presented as components of the purchase consideration above.

Assets acquired:

Cash and cash equivalents

Marketable securities

Accounts receivable

Prepaid expenses and other current assets

Property, plant and equipment

Right-of-use assets

Other long-term assets

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Operating lease liabilities

Other current liabilities

Total liabilities assumed

Total identifiable net liabilities

Total purchase consideration

Goodwill of $ 73.4 million represents the excess of the purchase consideration over the fair value of the net identifiable assets acquired and liabilities assumed.

Goodwill is primarily attributable to the assembled workforce, expected synergies from combining the operations of VHC with those of the Company, and the platform VHC provides for the Company’s strategy to pursue in-license opportunities in the biotechnology industry.

Goodwill recognized in the transaction is not deductible for income tax purposes.

As of December 31, 2025, based on the results of both qualitative and quantitative goodwill impairment tests performed, the Company concluded that the carrying amount of the goodwill associated with the VHC Business Combination was impaired, and therefore recognized a total goodwill impairment charge of $ 73.4 million for the year then ended (see Note 7).

Goodwill will not be amortized but will be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that it may be impaired.

Property, plant and equipment was valued at $ 13.0 million using a combination of the cost and market approaches, resulting in a net step-down of $ 1.1 million from historical net book value.

Marketable securities of $ 6.2 million represent the Company’s indirect interest in publicly traded shares of Aardvark, measured at the closing market price as of the VHC Transaction Date.

Debt assumed of $ 47.4 million was measured at fair value using discounted cash flow analyses reflecting the Company’s incremental borrowing rate, which resulted in a fair value reduction of $ 13.2 million from book value.

The Company elected to apply pushdown accounting in accordance with ASC 805-50, recording the fair value adjustments at the VHC entity level.

For the twelve months ended December 31, 2025, net loss from Vivasor attributable to the noncontrolling interest was $ 11.8 million.

Consulting Agreement — Acea Therapeutics, Inc.

Acea Therapeutics, Inc.

(“Acea Therapeutics”) is a biopharmaceutical company in which Henry Ji, Ph.D., the Executive Chairperson of the Board of Directors of the Company and a subsidiary of Vivasor, holds a greater than 50% ownership interest.

As a result of Dr.

Ji’s position as Executive Chairperson of the Company and his greater than 50% ownership interest in Acea Therapeutics, Acea Therapeutics is considered a related party of the Company for purposes of ASC 850, Related Party Disclosures, and Item 404 of Regulation S-K.

During the year ended December 31, 2025, the Company engaged Acea Therapeutics to provide regulatory strategy

consulting services in connection with the Company's development and commercialization activities in the People’s Republic of China.

The consulting services provided by Acea Therapeutics included advisory support with respect to the regulatory processes, submissions, and related strategic guidance required for the Company’s product candidates under the National Medical Products Administration (“NMPA”) and other applicable Chinese regulatory authorities.

During the year ended December 31, 2025, the Company paid an aggregate of $ 5.6 million in consulting fees to Acea Therapeutics under this arrangement.

All fees were paid in full during the fiscal year ended December 31, 2025.

License Agreements

GLOPERBA License Agreement

On June 14, 2022 (the “Original Signing Date”), the Company entered into a License and Commercialization Agreement with RxOmeg Therapeutics LLC (a/k/a Romeg Therapeutics, LLC) (“Romeg”) for the in-licensing of certain intellectual property rights from Romeg with respect to the commercialization of GLOPERBA, which was amended by that First Amendment to License and Commercialization Agreement, dated as of January 16, 2025 (such agreement, as amended, the “Romeg License Agreement”).

On June 14, 2022, the Company entered into a License and Commercialization Agreement with RxOmeg Therapeutics LLC (a/k/a Romeg Therapeutics, LLC) (“Romeg”) for the in-licensing of certain intellectual property rights from Romeg with respect to the commercialization of GLOPERBA, which was amended by that First Amendment to License and Commercialization Agreement, dated as of January 16, 2025 (such agreement, as amended, the “Romeg License Agreement”).

Under the Romeg License Agreement, among other things, Romeg granted the Company (1) a license, with the right to sublicense, under the patents and know-how specified therein to (a) commercialize a pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product”) in the United States (including its territories) (the “Romeg U.S.

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Territory (the “Romeg Ex-U.S.

Territory”), as

specified therein, to develop, manufacture and commercialize Licensed Products in the Romeg Ex-U.S.

Territory”), as specified therein, to develop, manufacture and commercialize Licensed Products in the Romeg Ex-U.S.

Territory and (b) to use the Licensed Trademark in connection with the commercialization of the Licensed Products in the Romeg Ex-U.S.

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In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $ 5.7 million , which is comprised of the upfront license fee of $ 2.0 million and deferred consideration of $ 3.7 million that is the present value of the future minimum royalty payments and immaterial transaction costs.

During the years ended December 31, 2024 and 2023, the Company made royalty payments in the amount of $ 0.6 million and $ 0.3 million, respectively.

During each of the years ended December 31, 2025, and 2024, the Company made royalty payments in the amount of $ 0.6 million .

No contingent consideration was recognized as a liability or included in the fair value of the assets as of December 31, 2025 or December 31, 2024.

ELYXYB Acquisition

In February 2023, the Company entered into an asset purchase agreement (the “ELYXYB APA”) with BioDelivery Sciences International, Inc.

(“BDSI”) and Collegium Pharmaceutical, Inc.

As consideration for the acquisition, the Company assumed various rights and obligations under the asset purchase agreement between BDSI and Dr.

No cash consideration was or will be payable to the Sellers for such acquisition;

however, the obligations under the DRL APA that were assumed by the Company include contingent sales and regulatory milestone payments and sales royalties.

The Company is also obligated to make quarterly royalty payments to DRL on net sales of ELYXYB in the ELYXYB Territory.

In April 2023, the Company launched ELYXYB in the U.S.

As of December 31, 2024 and 2023, the Company had ending balances of accrued royalty payables of $ 0.1 million and $ 5.0 thousand , respectively, which was recorded as accrued expenses under current liabilities on the consolidated balance sheets.

During the years ended December 31, 2024 and 2023 , the Company made royalty payments in the amount of $ 0.3 million and $ 26.0 thousand, respectively.

As of December 31, 2024 , no sales or regulatory milestone payments had been accrued as there were no potential milestones yet considered probable of achievement.

Gloperba Rest of World License Agreement

On February 28, 2025 (the “Gloperba Effective Date”), the Company entered into a License Agreement (the “Gloperba License Agreement”) with Scilex Pharma and the Licensee with respect to (i) services, compositions, products, dosages and formulations comprising Gloperba that have been or are later developed by or on behalf of the Company, including the product and any future product defined as a “Licensed Product” under the Romeg License Agreement, as amended and as may be further amended or restated from time to time, and (ii) any related, improved, successor or

replacement forms of any such product Controlled (as defined therein) by the Company ((i) and (ii) together, the “Gloperba Product”).

Under the Gloperba License Agreement, the Company granted to the Licensee during the Gloperba License Term (as defined below) a worldwide, exclusive, non-transferable (except in connection with a permitted assignment of the Gloperba License Agreement) right, license and interest in, to, and under all Product Rights Controlled (each as defined therein) by the Company to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit all Gloperba Products, in all cases solely for commercialization of the Gloperba Products outside of the United States in the Field (as defined therein).

The Licensee granted to the Company a non-exclusive, non-transferable (except in connection with a permitted assignment of the Gloperba License Agreement), right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the United States, to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit the Gloperba Product for commercialization of the Gloperba Products in the United States in the Field, and (ii) worldwide, to develop and manufacture the Gloperba Product for commercialization in the United States in the Field.

Each of the Licensee and the Company will receive 50 % of the Net Revenue (as defined therein) generated based on Licensee’s sale of the Gloperba Products, and the Licensee shall effect the foregoing by paying to the Company an amount required for the Company to receive its share of the Net Revenue on a quarterly basis.

Pursuant to the Gloperba License Agreement, the Licensee shall obtain and maintain regulatory approval for the Gloperba Product outside of the United States in accordance with its own business judgment and in its sole and absolute discretion.

Promptly after the Gloperba Effective Date, the Company is required to (i) facilitate an introduction between the Licensee and the Company’s contract manufacturer of the Gloperba Product (the “Gloperba CMO”) as of the Gloperba Effective Date, and (ii) use reasonable efforts to cause such Gloperba CMO to accept a direct engagement with the Licensee for the manufacturing or supply of the Gloperba Product in finished dosage form.

In addition, the Company agreed to appoint the Licensee as its exclusive distributor of the Gloperba Product in the entire world other than the United States during the Gloperba License Term.

The term of the Gloperba License Agreement commences on the Gloperba Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “Gloperba License Term”).

Elyxyb Rest of World License Agreement

On February 28, 2025 (the “Elyxyb Effective Date”), the Company entered into a License Agreement (the “Elyxyb License Agreement”) with Scilex Pharma and the Licensee with respect to (i) services, compositions, products, dosages and formulations comprising Elyxyb that have been or are later developed by or on behalf of the Company, including the product and any future product defined as a “Licensed Product” under the Elyxyb APA, as amended and as may be further amended or restated from time to time, and (ii) any related, improved, successor or replacement forms of any such product Controlled (as defined therein) by the Company ((i) and (ii) together, the “Elyxyb Product”).

Under the Elyxyb License Agreement, the Company granted to the Licensee during the Elyxyb License Term (as defined below) a worldwide, exclusive, non-transferable (except in connection with a permitted assignment of the Elyxyb License Agreement) right, license and interest in, to, and under all Product Rights Controlled (each as defined therein) by the Company to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit all Elyxyb Products, in all cases solely for commercialization of the Elyxyb Products outside of the United States in the Field (as defined therein).

The Licensee granted to the Company a non-exclusive, non-transferable (except in connection with a permitted assignment of the Elyxyb License Agreement), right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the United States, to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Elyxyb Product for commercialization of Elyxyb Products in the United States in the Field, and (ii) worldwide, to develop and manufacture Elyxyb Product for commercialization in the United States in the Field.

Each of the Licensee and the Company will receive 50 % of the Canadian Net Revenue (as defined therein) generated based on the Licensee’s sale of the Elyxyb Products, and the Licensee shall effect the foregoing by paying to the Company an amount required for the Company to receive its share of the Canadian Net Revenue on a quarterly basis.

Pursuant to the Elyxyb License Agreement, the Licensee shall obtain and maintain regulatory approval for the Elyxyb Product outside of the United States in accordance with its own business judgment and in its sole and absolute discretion.

Promptly after the Elyxyb Effective Date, the Company is required to (i) facilitate an introduction between the Licensee and CPL as of the Elyxyb Effective Date, and (ii) use reasonable efforts to cause CPL to accept a direct engagement with the Licensee for the manufacturing or supply of the Elyxyb Product in finished dosage form.

In addition, the Company agreed to appoint the Licensee as its exclusive distributor of the Elyxyb Product in the entire world other than the United States during the Elyxyb License Term.

The term of the Elyxyb License Agreement commences on the Elyxyb Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “Elyxyb License Term”).

ZTlido Rest of World License Agreement

On February 22, 2025 (the “Lido Effective Date”), Scilex Pharma entered into a License Agreement (the “ Lido License Agreement ”) with RoyaltyVest Ltd.

(“Oishi”) and Itochu, as amended, and (ii) the associated Commercial Supply Agreement, dated February 16, 2017, among Scilex Pharma, Oishi and Itochu, as amended, which include (a) ZTlido (lidocaine topical system) 1.8 %, including the composition of matter with the NDC 69557-111-30 and (b) SP-103 (collectively, the “ Lido Product ”).

The Lido License Agreement supersedes and replaces that certain Rest of World License Term Sheet the parties entered into on October 8, 2024.

Under the Lido License Agreement, Scilex Pharma granted to the Licensee during the Lido License Term (as defined below) a worldwide (other than the United States and certain territories stated in the Lido License Agreement), exclusive, non-transferable right, license and interest in, to, and under all Product Rights Controlled (each as defined therein) by Scilex Pharma to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit all Lido Products, in all cases solely for commercialization of the Lido Products outside of the United States and certain territories stated in the Lido License Agreement (the “ Lido Licensee Territory ”).

The Licensee granted to Scilex Pharma a non-exclusive, non-transferable, right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the Licensor Territory (as defined therein), to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Lido Product for commercialization of Lido Products in the Licensor Territory in the Field (as defined therein), and (ii) worldwide, to develop and manufacture Lido Product for commercialization in the Licensor Territory in the Field.

Each of the Licensee and Scilex Pharma will receive 50 % of the Net Revenue (as defined therein) generated, and the Licensee shall effect the foregoing by paying to Scilex Pharma its share of the Net Revenue on a quarterly basis.

Pursuant to the Lido License Agreement, the Licensee shall (i) use commercially reasonable efforts to obtain and maintain regulatory approval for the Lido Product in at least one Major Market Country (as defined therein) within 18 months after the Lido Effective Date, and (ii) commit $ 200,000 , or its equivalent in kind, annually towards such efforts until it obtains regulatory approval for the Lido Product in the Lido Licensee Territory.

Scilex Pharma shall use commercially reasonable and diligent efforts to obtain and maintain regulatory approvals for SP-103 and all existing Lido Products in each country or jurisdiction in the Licensor Territory.

The term of the Lido License Agreement commences on the Lido Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “Lido License Term”).

Datavault License Agreement

On November 3, 2025, the Company entered into a license agreement with Datavault (the “Datavault License Agreement”).

Under the Datavault License Agreement, among other things, Datavault granted the Company a worldwide, exclusive, non-transferable license, with the right to sublicense, under the patents and know-how specified therein to among

other things, research, develop, make, have made, use, sell, have sold, offer for sale, import, export, register, market, promote, advertise, commercialize and distribute the Proprietary Materials (as defined in the Datavault License Agreement), including a suite of patents related to Datavault’s data platforms and any products created therefrom within the Target Market (as defined below).

With respect to the foregoing, “Target Market” shall mean industries including biotechnology, biopharmaceutical, genetic, diagnostic, and data-related industries, and any markets relating to the generation, use, storage, analysis, tokenization, and exchange of DNA, genetic, diagnostic, and therapeutic data or materials.

The Datavault License Agreement expires upon the expiry of the patents underlying the Proprietary Materials, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free.

The Datavault License Agreement is subject to earlier termination if, among other things:

(i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Datavault License Agreement, (iii) the Company fails to make any required payment to Datavault that is not cured within 15 days, or (iv) the Company does not achieve and maintain annual royalty payments to Datavault of a minimum of $ 1,000,000 after 24 months following the date of the Datavault License Agreement.

As consideration for the license under the Datavault License Agreement, the Company agreed to pay Datavault (a) a non-refundable license fee of $ 10.0 million , payable in four equal installments of $ 2,500,000 on or before the last day of each fiscal quarter, beginning on December 31, 2025, (b) subject to achievement of certain net sales for the Licensed Product (as defined therein), up to an aggregate of $ 2,550,000,000 , and (c) a five-percent ( 5 %) royalty on net sales of the Product (as defined therein) during the applicable royalty term under the Datavault License Agreement.

The Datavault License Agreement contains customary reciprocal indemnification obligations for Datavault and the Company and customary representations and warranties.

The Company has not recognized any sales relating to the Licensed Product.

Accordingly, the Company has not recognized any additional liabilities under the Datavault License Agreement, other than the $ 10.0 million license fee, all of which remains payable as of December 31, 2025.

Vivasor Datavault License Agreement

On December 20, 2025, Vivasor, Inc.

entered into a license agreement with Datavault (the “Vivasor-Datavault License Agreement”).

Pursuant to the Vivasor-Datavault License Agreement, Datavault granted the Company a worldwide, exclusive, non-transferable license, with the right to sublicense, under certain patents and know-how to, among other things, research, develop, make, have made, use, sell, have sold, offer for sale, import, export, market, promote, commercialize and distribute products incorporating the licensed technology (the “Vivasor Licensed Product”) within a defined target market.

The “Vivasor Target Market” includes medical imaging and scanning applications, including magnetic resonance imaging (MRI), computed tomography (CT), X-ray (radiography), positron emission tomography (PET), mammography, fluoroscopy, nuclear medicine and three-dimensional scanning technologies utilizing high-performance computing, including quantum-based scanning technologies.

The Vivasor-Datavault License Agreement continues for the life of the patents underlying the licensed technology, after which the license becomes fully paid-up, perpetual, irrevocable and royalty-free.

The Vivasor-Datavault License Agreement is subject to earlier termination upon the occurrence of certain customary events, including (i) insolvency of either party, (ii) an uncured material breach and (iii) failure by the Company to make required payments when due, subject to applicable cure periods.

As consideration for the license, Vivasor, Inc.

agreed to pay Datavault (i) a non-refundable license fee of $ 20.0 million, payable within 120 days of the invoice date, (ii) sales-based milestone payments of up to an aggregate of $ 2.55 billion upon achievement of specified net sales thresholds, and (iii) a royalty equal to five percent ( 5 %) of net sales of Licensed Products.

The Vivasor-Datavault License Agreement contains customary reciprocal indemnification obligations for Datavault and Vivasor and customary representations and warranties.

The Company has not recognized any sales relating to the Vivasor Licensed Product.

Accordingly, the Company has not recognized any liabilities under the Vivasor-Datavault License Agreement, other than the $ 20.0 million license fee, all of which remains payable as of December 31, 2025 .

Fair Value Measurements

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Significant Unobservable Inputs (Level 3)

Equity method investment, at fair value

Marketable securities

Digital assets

Tranche B Notes

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Derivative liabilities

Contingent consideration short-term

Other long-term liabilities

4 unchanged sentences

Inputs (Level 3)

Convertible Debentures

Tranche B Notes

Purchased revenue liability

Derivative liabilities

1 unchanged sentence

Total liabilities measured at fair value

Equity method investment

As described in Note 1 above and Note 6 below, upon the additional closing under the Datavault SPA, the Company accounted for investment in Datavault Common Stock in accordance with the equity method.

The Company determines the fair value of its Datavault investment by taking the publicly available share price as of the balance sheet date multiplied by the number of shares the Company holds.

There are no non-observable inputs in determining the fair value.

Digital assets

As of December 31, 2025, the Company determines the fair value of its digital asset investment by taking the averages of publicly available price of Bitcoin on multiple platform as of the balance sheet date multiplied by the number of Bitcoin the Company holds.

There are no non-observable inputs in determining the fair value.

The Oramed Note

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For the years ended December 31, 2025 and 2024, the Company recorded a loss of $ 8.4 million and $ 3.6 million in change in fair value of the Oramed Note, respectively.

For the years ended December 31, 2024 and 2023, the change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income was $ 6.3 million and nil , respectively.

For the years ended December 31, 2025 and 2024, the change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income was $ 7.1 million and $ 6.3 million, respectively.

During the year ended December 31, 2024, the Company reclassified $ 5.0 million from accumulated other comprehensive income to the consolidated statement of operations.

This reclassification was related to the principal payments and partial conversion of the Oramed Note balance into the Tranche B Notes (see Note 8).

In June 2024, the Company received the FSF Deposit in the aggregate principal amount of $ 10.0 million from FSF Lender (see Note 2 and Note 7).

The Company elected the fair value option to account for the FSF Deposit with any changes in the fair value of the deposit recorded in the consolidated statements of operations and comprehensive loss.

For the year ended December 31, 2024, the Company recorded a loss of $ 4.7 million in change in fair value of the FSF Deposit in the consolidated statement of operations.

In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit.

Upon the satisfaction of the FSF Deposit, the Deposit Warrant became a freestanding instrument under ASC 480 and was included in derivative liabilities on the Company’s consolidated balance sheet.

Tranche B Notes

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The Company uses the Binomial Lattice Model valuation technique to measure the fair value of the Tranche B Notes.

The fair value as of December 31, 2024, was determined to be $ 23.6 million .

For the year ended December 31, 2024, the Company recorded a gain of $ 6.6 million in change in fair value of the Tranche B Notes in the consolidated statement of operations.

The fair value as of December 31, 2025 and 2024, was determined to be $ 17.5 million and $ 23.6 million.

For the year ended December 31, 2025 and 2024, the Company recorded a loss of $ 12.9 million and a gain of $ 6.6 million in change in fair value of the Tranche B Notes in the consolidated statement of operations.

For the year ended December 31, 2025 and 2024, the change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income was $ 4.3 million and nil , respectively.

Purchased Revenue Liability

In October 2024, the Company entered into the ZTlido Royalty Purchase Agreement with certain institutional investors (collectively, the “ZTlido Royalty Investors”) and Oramed (see Note 7).

In October 2024, the Company entered into the ZTlido Royalty Purchase Agreement with the “ZTlido Royalty Investors” and Oramed (see Note 8).

In February 2025, the Company also entered into “the Gloperba-Elyxyb Royalty Purchase Agreement”) with the “Gloperba-Elyxyb Royalty Investors” and Oramed (see Note 8).

The Company elected the fair value option for the purchased revenue liability with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income.

The Company uses a Scenario-Based Method valuation technique to measure the fair value of the purchased revenue liability.

The fair value as of December 31, 2024, was determined to be $ 6.8 million .

For the year ended December 31, 2024, the Company recorded a loss of $ 0.9 million in change in fair value of the purchased revenue liability in the consolidated statement of operations.

Convertible Debentures

In March and April 2023, the Company issued the Convertible Debentures in the principal amount of $ 25.0 million (see Note 7).

The Convertible Debentures were measured at fair value on a recurring basis using Level 3 inputs.

The Company used the Binomial Lattice Model valuation technique to measure the fair value of the Convertible Debentures with any changes in the fair value of the Convertible Debentures recorded in the consolidated statements of operations and comprehensive loss.

Interest expense related to the Convertible Debentures is included in the changes in fair value.

For the years ended December 31, 2024 and 2023, the Company recorded a loss of $ 35.0 thousand and a loss of $ 4.4 million in change in fair value of the Convertible Debentures, respectively.

The Company fully repaid the Convertible Debentures in March 2024.

The aggregate fair value of both agreements as of December 31, 2025 and 2024, was determined to be $ 8.4 million and $ 6.8 million, respectively.

For the year ended December 31, 2025 and 2024, the Company recorded a loss of $ 4.4 million and $ 0.9 million, respectively, in change in fair value of the purchased revenue liability in the consolidated statement of operations.

Derivative Liabilities

The Company recorded a gain of $ 17.4 million for the year ended December 31, 2024 , attributed to warrant liabilities consisting of the Private Warrants, the February 2024 BDO Firm Warrants, the April 2024 RDO Common Warrants, the October 2024 Noteholder Warrants, and December 2024 RDO Common Warrants (each as defined below).

The Company recorded a loss of $ 0.5 million for the year ended December 31, 2023, on derivative liabilities which was attributed to the Private Warrants that the Company assumed from Vickers in November 2022 in connection with the Business Combination (“Private Warrants”).

As of December 31, 2025 , the following warrants to purchase Common Stock that are included in derivative liabilities were outstanding:

1,000,000 Private Warrants, 3,803,447 February 2024 BDO Firm Warrants, 15,000,000 April 2024 RDO Common Warrants, 3,250,000 Deposit Warrant, 7,500,000 October 2024 Noteholder Warrants and 57,512,958 December 2024 RDO Common Warrants.

1,000,000 Private Warrants, which are currently exercisable for an aggregate of up to 28,572 shares of Common Stock February 2024 BDO Firm Warrants, which are currently exercisable for an aggregate of up to 108,686 shares of Common Stock, 3,250,000 Deposit Warrant, which are currently exercisable for an aggregate of up

to 3,250,000 shares of Common Stock, 3,750,000 October 2024 Noteholder Warrants, which are currently exercisable for an aggregate of up to 107,142 shares of Common Stock, and 18,809,454 December 2024 RDO Common Warrants, which are currently exercisable for an aggregate of up to 537,298 shares of Common Stock, 500,000 Exchange Warrants, 275,000 September 2025 Warrants and 1,356,594 November 2025 Warrants .

As of December 31, 2025, the fair value of derivative warrant liabilities related to these warrants was $ 50.6 million .

The Company recorded a loss of $ 22.7 million for the year ended December 31, 2025, attributed to warrant liabilities consisting of the Private Warrants, the February 2024 BDO Firm Warrants, the April 2024 RDO Common Warrants, Deposit Warrant, the October 2024 Noteholder Warrants, December 2024 RDO Common Warrants, the Exchange Warrants, the September 2025 Warrants and November 2025 Warrants (each as defined below).

The Company recorded a gain of $ 17.4 million for the year ended December 31, 2024, attributed to warrant liabilities consisting of the Private Warrants, the February 2024 BDO Firm Warrants, the April 2024 RDO Common Warrants, the October 2024 Noteholder Warrants, and December 2024 RDO Common Warrants .

The Company evaluated the Scilex-St.

James Loans for embedded derivatives and identified certain features that required bifurcation because they are not clearly and closely related to the host instrument.

The embedded derivatives relate to (i) default provisions that could require additional interest payments, and (ii) a provision which could require the settlement of the principal amount of the Notes through the Pledged Securities upon an uncured event of default.

The Company determined that the fair value of these embedded derivatives was immaterial as of the issuance dates of the Notes and as of December 31, 2025.

The following table includes a summary of the derivative liabilities measured at fair value during the years ended December 31, 2025 and 2024 (in thousands):

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Change in fair value measurement

Forfeiture of Private Warrants

Ending Balance as of December 31, 2023

Issuance of February 2024 BDO Firm Warrants as part of February 2024 BDO, April 2024 RDO Common Warrants as part of April 2024 RDO, October 2024 Noteholder Warrants as part of Tranche B Notes, December 2024 RDO Common Warrants as part of December 2024 RDO, and December 2024 RDO Pre-Funded Warrants as part of December 2024 RDO

Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit

Cancellation of Private Warrants as part of Oramed Letter Agreement

Warrant amendment and exercise as part of December 2024 RDO

Settlement of December 2024 RDO Pre-Funded Warrants

Change in fair value measurement

Issuance of September 2025 Warrants

Issuance of November 2025 Warrants

Tranche B deferral modification

Change in fair value related to the October 2024 Noteholder Warrants exchanged for Exchange Warrants

Ending Balance as of December 31, 2025

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The expected volatility assumption is based on the Company’s historical volatility, historical volatilities of comparable companies whose share prices are publicly available as well as the implied volatility of the Public Warrants (see Note 10).

A summary of the inputs used in valuing the derivative warrant liabilities is as follows:

A summary of the inputs used in valuing the derivative warrant liabilities as of December 31, 2025 is as follows:

Private Warrants

February 2024 BDO Firm Warrants

April 2024 RDO Common Warrants

Deposit Warrant

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December 2024 RDO Common Warrants (2.5yr)

Exchange Warrants

September 2025 Warrants

November 2025 Warrants

Exercise price

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Dividend yield

Call option value

A summary of the inputs used in valuing the derivative warrant liabilities as of December 31, 2024 is as follows:

Private Warrants

February 2024 BDO Firm Warrants

April 2024 RDO Common Warrants

Deposit Warrant

October 2024 Noteholder Warrants

December 2024 RDO Common Warrants (5yr)

December 2024 RDO Common Warrants (2.5yr)

Exercise price

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Dividend yield

Call option value

Contingent Consideration Related to SP-104 Acquisition

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The Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of Denali’s initial business combination or (ii) the date of the liquidation of Denali.

Any future drawdowns of the remaining $ 164,936.26 principal amount available under the Convertible Promissory Note are expected to fund future one-month extensions as necessary to provide additional time for Denali to complete a business combination.

Any future drawdown of the remaining $ 164,936.26 principal amount available under the Convertible Promissory Note are expected to fund future one-month

extensions as necessary to provide additional time for Denali to complete a business combination.

At the option of the Company, upon consummation of an initial business combination, the Convertible Promissory Note may be converted in whole or in part into additional Class A ordinary shares of Denali, at a conversion price of $ 10.00 per ordinary share (the “Conversion Shares”).

The terms of the Conversion Shares will be identical to those of the private placement shares that were issued to Denali Capital Global Investments, LLC in connection with Denali’s initial public offering (the “IPO”).

In the event that Denali does not consummate an initial business combination, the Convertible Promissory Note will be repaid only from funds held outside of the trust account established in connection with the IPO or will be forfeited, eliminated or otherwise forgiven.

In the event that Denali does not consummate an initial business combination, the Convertible Promissory Note will be repaid only from funds held outside of the trust account established in connection with the Denali IPO or will be forfeited, eliminated or otherwise forgiven.

No interest shall accrue on the unpaid principal balance of the Convertible Promissory Note.

As of December 31, 2024, the balance of the Convertible Promissory Note was $ 75.3 thousand as a result of additional draws after the initial amount.

Semnur Business Combination Agreement and Sponsor Interest Purchase Agreement

On August 30, 2024, Semnur entered into an agreement and plan of merger (the “ Semnur Business Combination Agreement ” ) with Denali and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (“Denali Merger Sub”).

Upon the closing of the Semnur Business Combination, it is anticipated that Denali will change its name to “Semnur Pharmaceuticals, Inc.” (“New Semnur”).

Shares of Denali common stock following the Domestication are hereinafter referred to as "New Semnur Common Shares".

Shares of Denali Series A preferred stock following the Domestication are hereinafter referred to as “New Semnur Preferred Shares”.

Warrants to purchase New Semnur Common Shares following the Domestication are hereinafter referred to as “New Semnur Warrants”.

(i) each share of common stock, par value $ 0.00001 per share (the “Semnur Common Stock”), of Semnur, issued and outstanding immediately prior to the Effective Time, will be automatically converted into the right to receive, without interest, a number of New Semnur Common Shares equal to the Exchange Ratio (as defined in the Semnur Business Combination Agreement);

The Company defers specific incremental costs directly attributable to the Semnur Business Combination, such as legal, accounting and other general and administrative costs.

After the consummation of the Semnur Business Combination, these costs will be classified in stockholders’ deficit as a reduction of additional paid-in capital recorded as a result of the Semnur Business Combination.

In the event the Semnur Business Combination Agreement is terminated, all deferred offering costs will be reclassified to general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss.

As of December 31, 2024 and 2023, deferred offering costs related to the Semnur Business Combination totaled $ 6.0 million and nil , respectively, and were included in prepaid expenses and other current assets in the Company’s consolidated balance sheet.

In connection with the execution and delivery of the Semnur Business Combination Agreement, Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and the Company entered into a Sponsor Interest Purchase Agreement (the “SIPA”) dated August 30, 2024 (the “Signing Date”).

Pursuant to the SIPA, the Company agreed to purchase 500,000 Class B ordinary shares, par value $ 0.0001 per share (the “Purchased Interests”), of Denali that are currently held by the Sponsor.

The aggregate consideration for the purchase and sale of the Purchased Interests is as follows:

(i) $ 2,000,000 (the “Cash Consideration”) and (ii) 300,000 shares of Common Stock.

Pursuant to the SIPA, the Company has paid the Cash Consideration on the Signing Date and has agreed to issue Common Stock to the Sponsor contingent upon and following the occurrence of the Effective Time.

The Company accounted for this promise to issue shares at a future date as an equity classified instrument as it is indexed to the Company’s own stock and meets the conditions to be classified in equity under FASB ASC 815, Derivatives and Hedging .

The Purchased Interests will convert automatically, on a one-for-one basis, into one New Semnur Common Share at the effective time of the Domestication pursuant to the terms of the Semnur Business Combination Agreement.

The Company determined it does not have significant influence over Denali and accounted for the Purchased Interests as equity securities at the transaction price which consists of the $ 2,000,000 paid by the Company to the Sponsor and the value of the 300,000 shares of the Common Stock at the closing price of $ 1.15 per share on the Signing Date for a total of $ 2.3 million .

The Company elected to subsequently measure the investment at cost less any impairment.

As of December 31, 2024, the Company’s investment in the Purchased Interests had a balance of $ 2.3 million .

No impairment loss was recognized during the year ended December 31, 2024.

On September 22, 2025, the Company’s majority owned subsidiary Semnur completed the Semnur Business Combination Agreement (see Note 3).

Pursuant to the Semnur Business Combination, Legacy Semnur assumed all liabilities of Denali, including writing off its $ 2,000,000 cash consideration investment in Denali and its existing promissory notes and its liability for its deferred underwriting costs associated with the Semnur Business Combination.

Simultaneously upon the closing of the Semnur Business Combination, the agreements for these existing liabilities were terminated and new promissory notes and discharge payment agreements were signed with the holders (see Note 8).

PA OPS Investment Agreement

In August 2025, Scilex Bio entered into an Investment Commitment Agreement (the “Investment Agreement”) with PA OPS Investor LLC (“Investor LLC”).

Pursuant to the terms of the agreement, the Company committed to providing $ 2.5 million (the "Committed Amount") in future funding, contingent upon Investor LLC successfully identifying and acquiring an appropriate target company ("Target") for investment using the Committed Amount by December 31, 2025.

Although the arrangement was legally structured as if the Investor LLC had extended a $ 2,500,000 loan (the “Loan”) to Scilex at an annual interest rate of 4.03 %, no cash was exchanged between the Investor LLC and the Company on Day 1.

Accordingly, the Company concluded that, in substance, the transaction does not represent a loan.

In August 2025, the LLC acquired the Target which consists of certain assets of a nursing home.

However, as the Company is yet to provide the full funding of the Committed Amount, the Company has no ownership interest in the LLC or in the nursing home as of December 31, 2025.

On December 31, 2025, the Company made $ 1.0 million in cash (the "Funding") payment to Investor LLC out of the Committed Amount of $ 2.5 million, this funding was treated as a partial repayment of the Loan, therefore, no equity ownership was granted to Scliex, as the Target has already been acquired, the Funding is no longer subject to a refund.

The Company recorded the Funding in equity investment in the Company balance sheet at cost, net of any impairment, as the Funding was provided close to the balance sheet date, there were no indicators of impairment as of December 31, 2025.

Equity Method Investments, at fair value

Datavault Securities Purchase Agreement

On September 25, 2025, the Company entered into the Datavault SPA with Datavault, pursuant to which Datavault agreed to issue and sell, and the Company agreed to purchase, 15.0 million shares of Datavault Common Stock and the Datavault Pre-Funded Warrant to purchase 263,914,094 shares of Datavault Common Stock for an aggregate purchase price of $ 150.0 million .

On the Initial Datavault Closing Date, the Company acquired 15,000,000 shares of Datavault Common Stock at a purchase price of $ 0.5378 per share, for an aggregate consideration of approximately $ 8.1 million, which was settled in Bitcoin and accounted for as an equity investment in equity securities.

On November 25, 2025, the Company exercised the Datavault Pre-Funded Warrant in full for an aggregate exercise price of approximately $ 26.4 thousand to purchase 263,914,094 shares of Datavault Common Stock (such shares, the “Datavault Pre-Funded Warrant Shares”) in exchange for an aggregate of approximately $ 141.9 million , to be settled in Bitcoin.

The exercise of the Datavault Pre-Funded Warrant increased the Company’s percentage ownership in Datavault to approximately 48.0 % and provided the Company with the right to nominate two of the nine members of the board of directors.

Although no appointments have been made, the Company has determined that it has obtained the ability to exercise significant influence over its investment.

Therefore, the Company began accounting for its investment under the equity method of accounting and elected to apply the fair value option, with changes in the fair

value recognized in unrealized gains and losses on equity investment in the period in which they occur.

The fair value option has been elected as the Company believes it best reflects the underlying economics of this investment.

During the months of October 2025 and prior to the Company exercise of Datavault Pre-Funded Warrant in November 2025, the Company sold a total of 13,389,235 shares of Datavault Common Stock for gross proceeds of $ 26.4 million , which resulted in realized gains in the amount of $ 19.2 million accounted for using equity investment.

After the Company exercised of Datavault Pre-Funded Warrant in November 2025, the Company sold a total of 21,079,599 shares of Datavault Common Stock for gross proceeds of $ 13.6 million , which resulted in realized gains in the amount of $ 4.7 million accounted for using equity method investment.

There have been no transactions between the Company and Datavault other than those arising from the Datavault License Agreements (see Note 4 for more details) and purchases of Bitcoin from Datavault during the year amounting to $ 25.2 million (See Below Digital Assets for more details).

The fair value measurement of the Company’s investment in Datavault is based on quoted prices in an active market and valued at the closing price reported at the end of each period and thus represents a Level 1 measurement on the fair value hierarchy.

The Company recognized a $ 19.2 million loss accounted for using equity security investment measured at fair value.

Upon exercise of the Datavault Pre-funded Warrants on November 25, 2025, the Company recognized $ 4.7 million gain using equity method, for the year ended December 31, 2025.

As of December 31, 2025 and 2024, the carrying value of the Company investment in Datavault's common stock is $ 159.4 million and nil , and is recorded in non-current Equity method investment in the consolidated balance sheets.

The Company's ownership of Datavault Common Stock was approximately 37 % and nil as of December 31, 2025 and December 31, 2024, respectively.

Summarized Financial Information

The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands):

Balance Sheets

Balance Sheet

Datavault AI Inc.

Current assets:

Current liabilities:

Total liabilities

Statement of Operations

Income Statement

Datavault AI Inc.

Loss from operations

Digital Assets

On September 23, 2025, the Company entered into a securities agreement with Biconomy PTE Ltd (“Biconomy”), pursuant to which the Company sold to Biconomy an aggregate of 12,500,000 Semnur Common Shares held by the Company for proceeds of $ 200.0 million in Bitcoin.

As noted above, the Company used $ 150.0 million to purchase

stock on Datavault payable in Bitcoin.

During the twelve month ended December 31, 2025, the Company purchased Bitcoin from Datavault amounting to $ 25.1 million.

The table below summarizes the amounts shown on our consolidated balance sheet as of December 31, 2025 (in thousands except units of digital assets):

December 31, 2025

Total Digital assets

The following table summarizes the activity in the Company’s digital assets (in thousands) for the period indicated:

Year ended December 31, 2025

Unrealized loss on digital assets

Ending balance at fair value

The Company recorded a $ 30.2 million realized gain for the year ended December 31, 2025 upon dispositions.

Property and Equipment, Net

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Leasehold improvements

Machinery and lab equipment

Land and Buildings

Property and equipment, gross

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Accrued tax payable

Accrued litigation expenses

Accrued advisor fees related to Semnur business Combination

Accrued Datavault licenses

Accrued interests

Accrued others

Accrued expenses

Accrued Rebates and Fees

Gross-to-Net Revenue Adjustments

Gross revenue is directly impacted by the Company’s gross-to-net revenue adjustments for sales rebates, discounts, coupons, fees, returns, and chargebacks.

For the year ended December 31, 2025 and 2024, gross revenue was $ 125.8 million and $ 167.4 million , respectively, while net revenue was $ 30.3 million and $ 56.6 million , respectively.

The gross-to-net revenue adjustment of approximately $ 96.3 million and $ 110.8 million for the years ended December 31, 2025 and 2024, respectively, was primarily attributable to the following:

Gross-to-Net Revenue Adjustments

Sales rebates

Estimated sales returns, discounts, co-payment assistance and coupon

The accruals for Medicare, Medicaid and related state program and contractual rebates, chargebacks, sales allowances and sales returns and cash discounts are as follows:

Other current liabilities:

Accrued rebates

Other accruals

Total accrued rebates and fees

As of December 31, 2025, the Company’s accrued rebates and fees liability was $ 231.8 million , compared to $ 162.5 million as of December 31, 2024.

The increase of approximately $ 69.3 million year-over-year was mainly due to the fact that the Company made only limited disbursements to counterparties during 2025 as its focus was to deploy its cash resources to repay Company debt.

The rebates balance of $ 220.7 million primarily consists of government disbursements (Medicare and Medicaid) and commercial insurance disbursements.

The other accrual balance of $ 11.1 million consists of service fees, returns, and coupons.

Year-over-year the accrued rebates balance increased by approximately $ 67.8 million while the other accrual and fees balance increased by approximately $ 1.5 million.

Goodwill and Intangible Assets

As of December 31, 2025 and 2024, the Company had recorded goodwill of $ 13.5 million .

No goodwill impairment was recognized for the years ended December 31, 2024 and 2023.

During Q4 2025, the Company recorded a goodwill impairment loss of $ 73.4 million, attributable to business combination with Vivasor in December 2025.

At December 31, 2025, based on the results of both qualitative and quantitative impairment tests performed, the Company concluded that the carrying amount of the goodwill associated with the Vivasor Business Combination exceeded its fair value, thereby resulting in a full write-off of the associated goodwill balance.

No goodwill impairment was recognized for the year ended December 31, 2024.

Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives, ranging from 5.8 to 12.4 years.

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Aggregate amortization expense was $ 4.3 million and $ 4.0 million for the years ended December 31, 2025 and 2024 , respectively.

Patent rights, acquired technology and acquired licenses are amortized over a 15-year period.

Patent rights, acquired technology and acquired licenses are amortized over a 15-year period, other than Datavault acquired licenses, which are amortized over a 7-year period.

Assembled workforce is amortized over a five-year period.

Estimated future amortization expense related to intangible assets as of December 31, 2025 is as follows (in thousands):

Convertible Debentures

On March 21, 2023, the Company entered into the Yorkville SPA, pursuant to which the Company would issue and sell to Yorkville Convertible Debentures in an aggregate principal amount of up to $ 25.0 million.

The Yorkville SPA provided that the Convertible Debentures would be issued and sold at a purchase price equal to 96 % of the applicable principal amount in three tranches as follows:

(i) $ 10.0 million upon the signing of the Yorkville SPA, which was funded on March 21, 2023;

(ii) $ 7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act of 1933, as amended (the “Securities Act”), which was funded on April 11, 2023 ;

and (iii) $ 7.5 million at the time such registration statement was declared effective by the SEC, which was funded on April 20, 2023 .

The Convertible Debentures bore interest at an annual rate of 7.00 % and were initially set to mature on December 21, 2023 .

On October 11, 2023, the Company and Yorkville amended the Convertible Debentures.

The Default Conversion Price (as defined therein) was originally set not to fall below $ 2.00 per share and such floor price has been amended to mean a price per share of Common Stock equal to 95% of the lowest daily VWAP (as defined therein) during the five consecutive trading days immediately preceding the conversion date, but not lower than $ 0.50 per share.

The maturity date of the Convertible Debentures was also extended from December 21, 2023 to March 15, 2024 .

The outstanding principal amount was to be repaid in equal installments that are due every 30 days beginning on May 20, 2023, which is 60 days after the date on which the first Convertible Debenture was issued to Yorkville.

The Convertible Debentures provided a conversion right, in which any portion of the outstanding and unpaid principal and any accrued but unpaid interest, may be converted into shares of Common Stock, at a conversion price of $ 8.00 per share at the option of the holder of the Convertible Debentures.

The Company had the option to repay either (i) in cash, with premium equal to 5 % in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement , or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company.

In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts.

The Company had the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures;

provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice.

The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10 % of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.

The Company elected the fair value option for the Convertible Debentures and recorded the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period.

Pursuant to the Yorkville SPA, the Company issued additional Convertible Debentures in an aggregate principal amount of $ 15.0 million in April 2023 for $ 14.4 million in net cash proceeds.

In April 2023, Yorkville elected to convert $ 5.0 million of the outstanding principal and accrued interest of the first Convertible Debentures issued to Yorkville, resulting in the issuance of 632,431 shares of Common Stock at a conversion price of $ 8.00 per share and reducing the outstanding Convertible Debentures fair value balance by $ 7.7 million.

The Company repaid $ 4.4 million of the Convertible Debentures during the year ended December 31, 2024 .

Interest expense related to the Convertible Debentures and included in the changes in fair value was $ 35.0 thousand and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively.

The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands):

Ending Balance as of December 31, 2023

Repayment of Convertible Debentures

Change in fair value of Convertible Debentures

Ending Balance as of December 31, 2024

Revolving Facility

On June 27, 2023, Scilex Pharma entered into the eCapital Credit Agreement, pursuant to which the Lender shall make available the Revolving Facility in an aggregate principal amount of up to $ 30.0 million .

The Facility Cap may, at the request of Scilex Pharma and with the consent of the Lender, be increased in increments of $ 250,000 at such time as the outstanding principal balance under the eCapital Credit Agreement equals or exceeds 95 % of the then-existing Facility Cap.

The amount available to Scilex Pharma under the Revolving Facility at any one time is the lesser of the Facility Cap and 85 % of the Net Collectible Value of Eligible Receivables (each as defined therein) minus the amount of any reserves or adjustments against receivables required by the Lender, in its discretion.

Under the terms of the eCapital Credit Agreement, interest would accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.5 % , based on a year consisting of 360 days, and which shall be payable by Scilex Pharma monthly in arrears, commencing July 1, 2023.

The eCapital Credit Agreement provided for an early termination fee of 0.5 % of the Facility Cap if Scilex Pharma voluntarily prepaid and terminated in full the Revolving Facility prior to the first anniversary of the closing of the Revolving Facility.

In connection with the eCapital Credit Agreement, Scilex Pharma and the Lender entered into blocked account control agreements with respect to Scilex Pharma’s collections and eCapital Credit Agreement funding accounts, which permitted the Lender to sweep all funds in the collections account to an account of the Lender for application to the outstanding amounts under the Revolving Facility, and to exercise customary secured party remedies with respect to the eCapital Credit Agreement funding account.

All indebtedness incurred and outstanding under the eCapital Credit Agreement would be due and payable in full on July 1, 2026, unless the eCapital Credit Agreement was earlier terminated.

The eCapital Credit Agreement contained a financial covenant requiring Scilex Pharma to maintain cash on hand of at least $ 1.0 million at all times.

Scilex Pharma’s obligations under the eCapital Credit Agreement were secured by a continuing security interest in Scilex Pharma’s accounts receivable, arising from customers in the ordinary course of business.

The eCapital Credit Agreement contained customary events of default and also provided that an event of default included a change of control of Scilex Pharma and the failure by the Company to issue at least $ 75.0 million of debt or equity by September 30, 2023, which condition was satisfied by the issuance of the Oramed Note.

On September 21, 2023, Scilex Pharma signed a subordination agreement (the “Subordination Agreement”) with the Lender and Acquiom Agency Services LLC (the “Agent”).

Pursuant to the Subordination Agreement, the rights and interests of the Lender under the eCapital Credit Agreement would be secured by first priority liens on the ABL Priority Collateral (as defined therein).

The ABL Priority Collateral consisted of all of the Company’s properties

identified in the description of collateral in the UCC-1 Financing Statement filed with the Delaware Secretary of State on June 27, 2023.

The Agent’s rights and interests under the Subsidiary Guarantee, dated as of September 21, 2023, entered into by the Company and each of its subsidiaries with Oramed and the Agent (the “Subsidiary Guarantee”), would be secured by first priority liens on certain other collateral and second priority liens on the ABL Priority Collateral.

The Subordination Agreement also included other standard interlender terms and requires that the Facility Cap (as defined therein) shall not exceed $ 30.0 million.

On October 8, 2024, Scilex Pharma paid off the outstanding amount of all obligations and indebtedness of Scilex Pharma owing to the Lender under the eCapital Credit Agreement.

Accordingly, the eCapital Credit Agreement, the related Loan Documents (as defined in the eCapital Credit Agreement) and the Subordination Agreement were terminated, canceled and are of no further force and effect.

As of December 31, 2024 and 2023, the outstanding balance under the Revolving Facility for Scilex Pharma was nil and $ 17.0 million , respectively, which was classified as a long-term liability in the consolidated balance sheet.

James Loan Agreement and Amendment

On December 1, 2025, the Company entered into the Scilex-St.

James Loan Agreement with St.

James, pursuant to which St.

James agreed to loan the Company an aggregate principal amount of up to $ 50 million in one or more tranches.

The timing and amount of any particular tranche of the Scilex-St.

James Loans shall be determined at the

sole discretion of St.

James and St.

James shall notify the Company in advance of its intention to fund a particular tranche.

The Scilex-St.

James Loans will accrue interest at the rate of the 12-month Secured Overnight Financing Rate plus 2.0 % per annum, with such interest due and payable on the earlier of Maturity Date and the date of an event of default.

The “Maturity Date” of the Scilex-St.

James Loans is the fourth anniversary of the closing date of the first tranche of the Scilex-St.

James Loans and may be extended by up to 12 months at the request of the Company.

The Company is also required to pay a fee of 0.25 % of the principal amount of each tranche.

Pursuant to the terms of the Scilex-St.

James Loan Agreement, the Company agreed to pledge approximately 39,202,800 shares of common stock of Datavault held by Scilex (the “Scilex-St.

James Pledged Securities”) in favor of St.

James as security for the Company’s satisfaction of its obligations thereunder.

The Scilex-St.

James Pledged Securities are held in a securities account that the Company has opened with St.

The Scilex-St.

James Loan Agreement contains certain events of default, including, without limitation:

a decrease in the closing price of the Scilex-St.

James Pledged Securities of more than 20 %, provided that such decrease is not cured within three days by delivering additional securities into the securities account or depositing cash into a bank account with St.

James as security for the Scilex-St.

a decrease in the average trading volume of the Scilex-St.

James Pledged Securities for any three consecutive trading days of more than 20 % relative to the average trading volume of the 30 trading day period immediately preceding the closing of a tranche of the Scilex-St.

or the Scilex-St.

James Pledged Securities are delisted from the national securities exchange on which they are currently listed.

If an event of default occurs and is not cured within the specified cure period under the terms of the Scilex-St.

James Loan Agreement, then St.

James has certain remedies under the Scilex-St.

James Loan Agreement, in addition to any remedies provided at law or in equity, including, without limitation, the interest rate of the Scilex-St.

James Loans will increase by an additional 5.0 % per annum and the Scilex-St.

James Loan Agreement will terminate automatically with St.

James entitled to foreclose upon or otherwise dispose of the Scilex-St.

James Pledged Securities.

The Scilex-St.

James Loan Agreement also contains positive and negative covenants, representations and warranties and indemnification provisions that are customary for transactions of this type.

On December 8, 2025, the Company and St.

James entered into an amendment to the Scilex-St.

James Loan Agreement (the “Scilex-St.

James Loan Amendment”) pursuant to which the total aggregate principal amount available under the Scilex-St.

James Loan Agreement was increased to $ 100.0 million .

Additionally, the amount of Scilex-St.

James Pledged Securities was increased to 85,838,800 shares of common stock of Datavault.

All other terms of the Scilex-St.

James Loan Agreement will continue in full force and effect unamended.

On December 19, 2025, the Company borrowed a principal amount of $ 10.0 million (i.e., the Scilex-St.

James Loan Tranche 1), which was collateralized by 17,361,111 shares of the Scilex-St.

James Pledged Securities.

Net proceeds were $ 9.2 million after transaction fees paid to the lender.

The net proceeds were paid directly to a vendor of its equity method investee Datavault to settle the investee’s obligation (the “Datavault Obligation”) on the same day.

On December 31, 2025, in exchange for the settlement of the Datavault Obligation, Datavault repaid the Company $ 9.4 million , which was settled in Bitcoin.

On December 22, 2025, the Company borrowed an additional principal amount of $ 12.6 million (i.e., Scilex-St.

James Loan Tranche 2) which was collateralized by 21,841,689 shares of the Scilex-St.

James Pledged Securities.

On December 26, 2025, the fair value of the Scilex-St.

James Pledged Securities declined, requiring the Company to provide an additional 7,116,816 shares of the Scilex-St.

James Pledged Securities.

As of December 31, 2025, the Company received from the original Scilex-St.

James Loan Agreement, the first and second tranche, an aggregate of $ 22.6 million and pledged 49,628,160 shares of common stock of Datavault.

The remained available for borrowing under the Scilex-St.

James Loan Agreement was $ 18.0 million, based on the fair value of the Scilex-St.

James Pledge Securities and subject to customary covenant conditions as of December 31, 2025.

The principal amounts under both the Scilex-St.

James Loan Tranche 1 and the Scilex-St.

James Loan Tranche 2 are due in full on December 19, 2029.

Voluntary prepayments may be made 20 months after the closing date without penalty.

Interest under both tranches accrues at a fixed per‑annum rate of 5.46 %, which equals to the 12‑month Term SOFR plus 2 %, payable upon maturity.

The Company evaluated the Scilex-St.

James Loan Agreement for embedded derivatives and identified certain features that required bifurcation because they are not clearly and closely related to the host instrument.

James Pledged Securities upon an uncured event of default.

The Company determined that the fair value of these embedded derivatives was immaterial as of the issuance dates of the Scilex-St.

James Loans and as of December 31, 2025.

James Loan Agreement

On December 15, 2025, SCLX JV entered into a Non-Recourse Loan and Securities Pledge Agreement (the “SCLX JV-St.

James Loan Agreement”) with St.

James, pursuant to which St.

James agreed to loan SCLX JV an aggregate principal amount of up to $ 100.0 million in one or more tranches (the “SCLX JV-St.

James Loan”).

The timing and amount of any particular tranche of the SCLX JV-St.

James Loan shall be determined at the sole discretion of St.

James and St.

James shall notify SCLX JV in advance of its intention to fund a particular tranche.

The SCLX JV-St.

James Loan will accrue interest at the rate of the 12-month Secured Overnight Financing Rate, with such interest due and payable on the earlier of Maturity Date and the date of an event of default.

The “Maturity Date” of the SCLX JV-St.

James Loan is the eighth anniversary of the closing date of the first tranche of the SCLX JV-St.

James Loan and may be extended by up to 12 months at the request of SCLX JV.

SCLX JV is also required to pay a fee of 0.25 % of the principal amount of each tranche.

Pursuant to the terms of the SCLX JV-St.

James Loan Agreement, SCLX JV agreed to pledge such number of shares of common stock of the Company currently held by SCLX JV equal to 70 % of the aggregate principal amount of the SCLX JV-St.

James Loan, calculated in accordance with the terms set forth in the SCLX JV-St.

James Loan Agreement (the “SCLX JV-St.

James Pledged Securities”), and together with the Scilex-St.

James Pledged Securities, the “St.

James Pledged Securities” in favor of St.

James as security for SCLX JV’s satisfaction of its obligations thereunder.

The SCLX JV-St.

James Pledged Securities will be held in a securities account that SCLX JV or its affiliates will open with St.

The SCLX JV-St.

James Loan Agreement contains certain events of default, including, without limitation:

a decrease in the closing price of the SCLX JV-St.

James as security for the SCLX JV-St.

a decrease in the average trading volume of the SCLX JV-St.

or the SCLX JV-St.

James Pledged Securities are delisted from the national securities exchange on which they are currently listed.

If an event of default occurs and is not cured within the specified cure period under the terms of the SCLX JV-St.

James Loan Agreement, then St.

James has certain remedies under the SCLX JV-St.

James Loan Agreement, in addition to any remedies provided at law or in equity, including, without limitation, that the interest rate of the SCLX JV-St.

James Loan will increase by an additional 5.0 % per annum and the SCLX JV-St.

James Loan Agreement will terminate automatically with St.

James entitled to foreclose upon or otherwise dispose of the SCLX JV-St.

James Pledged Securities.

As of December 31, 2025 , no amounts were outstanding under the SCLX JV-St.

James Loan Agreement.

The Oramed Note

12 unchanged sentences

In connection with the Oramed Note, the Company and each of its subsidiaries (collectively, the “Guarantors”) entered into a security agreement (the “Security Agreement”) with Oramed (together with its successors and permitted assigns, the “Holder”) and the Agent, which acts as the collateral agent for the holders of the Oramed Note.

agreement, the Company and the Guarantors granted to the Agent (on behalf of and for the benefit of the holders of the Oramed Note and any Additional Notes as defined thereunder) a security interest in all or substantially all of the properties of the Company and each of the Guarantors.

Under this agreement, the Company and the Guarantors granted to the Agent (on behalf of and for the benefit of the holders of the Oramed Note and any Additional Notes as defined thereunder) a security interest in all or substantially all of the properties of the Company and each of the Guarantors.

This was done to ensure the timely payment, performance, and full discharge of all obligations under the Oramed Note.

1 unchanged sentence

On September 20, 2024, the Company and Oramed entered into a letter agreement (the “Oramed Letter Agreement”), pursuant to which the Company agreed to pay to Oramed $ 2,000,000 (the “Specified September Payment”) on September 23, 2024, which payment was applied as follows:

(i) $ 1,700,000 was applied to the amortization payment due under the Oramed Note on March 21, 2025 (the “Maturity Date”) and (y) $ 300,000 to purchase an aggregate of 4,000,000 SPAC Warrants (as defined below) owned by Oramed.

The parties further agreed, upon receipt of the Specified September Payment by Oramed, (i) that notwithstanding the minimum Liquidity (as defined therein) requirements set forth in Section 7(b)(x) of the Oramed Note, the Company and its Subsidiaries (as defined therein) shall be required to maintain the following minimum liquidity during the specified time periods instead:

4 unchanged sentences

On January 21, 2025, the Company and Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from March 21, 2025 to December 31, 2025 .

In consideration of such extension, SCLX JV agreed to deliver to Oramed an aggregate of 92,857 shares of Common Stock held by SCLX JV, with a fair value of $ 1.4 million on the date of delivery, which was recorded as financing costs within the selling, general and administrative expenses in the Company’s consolidated statements of operations.

On July 22, 2025, the Company entered into an option agreement (the “Option Agreement”) with Oramed.

Pursuant to the Option Agreement, Oramed granted an option (the “Option”) to the Company to repurchase certain Penny Warrants, held by Oramed, in two tranches (the “Warrant Repurchase”) for an aggregate purchase price of $ 27.0 million (the “Warrant Repurchase Amount”), subject to the terms and conditions set forth therein.

In consideration of the Option, the Company agreed to pay $ 1.5 million (the “Option Payment Amount”) to Oramed in two equal installments, occurring on or before August 8, 2025, and December 16, 2025, respectively.

Provided that the Company has made the applicable option payment on or before such dates, the Company shall be entitled to purchase the Penny Warrants as follows:

(i) on or before September 30, 2025, it may repurchase 3,130,000 Penny Warrants for $ 13.0 million, and (ii) on or before December 31, 2025, it may repurchase 3,370,000 Penny Warrants for $ 14.0 million.

Additionally, if the Company effects the Warrant Repurchase and has paid the Option Payment Amount and the Warrant Repurchase Amount in full, then the maturity date of the Oramed Note shall be extended to March 31, 2026, and any make-whole payment due thereunder upon prepayment shall be waived.

The modification of the terms of the Oramed Note was accounted for as debt extinguishment and the Option was determined to be an embedded feature of the Oramed Note and was reflected into the remeasurement of Oramed Note liability as of December 31, 2025.

In September 2025 and December 2025, the Company fully exercised its option purchasing an aggregate of 6,500,000 Penny Warrants.

As Oramed is a shareholder, the Company accounted for the excess fair value over the repurchase price as a deemed contribution from Oramed, which was recorded within Additional Paid-in Capital.

At issuance, the Company concluded that certain features of the Oramed Note would be considered derivatives that would require bifurcation.

In lieu of bifurcating such features, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period.

As of December 31, 2024, the fair value of the Oramed Note was $ 12.2 million , which is classified as debt, current in the consolidated balance sheet.

As of December 31, 2025 and 2024, the fair value of the Oramed Note was $27.7 million and $ 12.2 million, which is classified as debt, current in the consolidated balance sheet.

The following table provides a summary of the changes in the balance and the estimated fair value of the Oramed Note (in thousands):

Ending Balance as of December 31, 2024

Repayment of Oramed Note

Conversion into Tranche B Notes

Change in fair value of Oramed Note – recorded in the consolidated statements of operations

Change in fair value of Oramed Note – due to instrument-specific credit risk recorded as a component of other comprehensive income

Change in fair value of Oramed Notes - due to instrument-specific credit risk recorded as a component of other comprehensive income

Ending Balance as of December 31, 2025

Aggregate principal for the Company’s outstanding debt was $ 28.2 million as of December 31, 2025.

Commitment Letter

1 unchanged sentence

The Commitment Amount should be payable as follows:

(i) $ 85.0 million no later than the Outside Date, which is 70 days following the date on which the Company received the FSF Deposit and (ii) the remaining $ 15.0 million within 60 days following the Initial Closing.

creditable towards the $ 85.0 million required to be funded by FSF Lender at the Initial Closing.

The Company received the FSF Deposit on June 18, 2024 and issued to FSF Lender the Deposit Warrant to purchase up to an aggregate of 3,250,000 shares of Common Stock (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction), with an exercise price of $ 1.20 per share.

Pursuant to the Commitment Letter, FSF Lender provided the Company a non-refundable FSF Deposit in immediately available funds in the aggregate principal amount of $ 10.0 million on the Deposit Date, which amount would be creditable towards the $ 85.0 million required to be funded by FSF Lender at the Initial Commitment Closing.

The Company received the FSF Deposit on June 18, 2024, and issued to FSF Lender the Deposit Warrant to purchase up to an aggregate of 3,250,000 shares of Common Stock (subject to adjustment for any stock dividend, stock split, or similar transaction), with an exercise price of $ 1.20 per share.

The Deposit Warrant was immediately exercisable and would expire five years from the date of issuance.

If the Initial Closing did not occur on or prior to the Outside Date, the FSF Deposit should automatically convert into an unsecured loan on the first day after the Outside Date.

If the Initial Commitment Closing did not occur on or prior to the Outside Date, the FSF Deposit should automatically convert into an unsecured loan on the first day after the Outside Date.

Within five days after such automatic conversion occurs, the Company should issue a promissory note (the “Unsecured Promissory Note”) to FSF Lender to evidence such unsecured loan, which note should be unsecured, had a maturity date of five years after the date of the Unsecured Promissory Note and was prepayable without premium or penalty.

1 unchanged sentence

It was contemplated by the Commitment Letter that the Company and FSF Lender would enter into definitive documents with respect to the FSF Loan on terms to be mutually agreed in good faith.

If such definitive documents were entered into on or before the Outside Date, the Company agreed to issue to FSF Lender (i) at the Initial Closing, a warrant to purchase up to an aggregate of 24,375,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Initial Closing Warrant”), and (ii) at the Second Closing, a warrant to purchase up to an aggregate of 4,875,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Second Closing Warrant”), each to have an exercise price of $ 1.20 per share.

The Initial Closing Warrant and the Second Closing Warrant would expire five years from the date of issuance.

If such definitive documents were entered into on or before the Outside Date, the Company agreed to issue to FSF Lender (i) at the Initial Commitment Closing, a warrant to purchase up to an aggregate of 24,375,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Initial Commitment Closing Warrant”), and (ii) at the Second Closing, a warrant to purchase up to an aggregate of 4,875,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Second Closing Warrant”), each to have an exercise price of $ 1.20 per share.

The Initial Commitment Closing Warrant and the Second Closing Warrant would expire five years from the date of issuance.

To evidence the FSF Loan, the Company agreed to issue to FSF Lender a Senior Secured Promissory Note (the “Secured Promissory Note”), which shall have a maturity date of five years after the date of issuance.

7 unchanged sentences

In October 2024, the Fee Warrant was exercised by IVI.

On September 17, 2024, the Company entered into the Satisfaction Agreement with FSF Lender and Endeavor, pursuant to which the remaining obligations in respect of the FSF Deposit shall be fully satisfied by the Company’s delivery of 28,000 cartons of ZTlido to Endeavor, which delivery shall occur no later than December 31, 2024.

delivery of 28,000 cartons of ZTlido to Endeavor, which delivery shall occur no later than December 31, 2024.

Upon satisfaction of such remaining obligations, the Commitment Letter shall be terminated and of no further force or effect and neither FSF Lender nor the Company shall have any further liability or obligations thereunder.

2 unchanged sentences

In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit.

The following table provides a summary of the changes in the balance and the estimated fair value of the FSF Deposit (in thousands):

Beginning Balance as of June 11, 2024

Change in fair value of FSF Deposit

Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit

Repayment of FSF Deposit

Ending Balance as of December 31, 2024

Tranche B Notes

1 unchanged sentence

Pursuant to the Tranche B Securities Purchase Agreement, the Company agreed to issue and sell, in a registered offering by the Company directly to the Tranche B Noteholders:

(i) the Tranche B Notes, which notes will mature on the two-year anniversary of the issuance date and will be convertible into shares of Common Stock at a conversion price equal to $ 1.09 per share (which was automatically reduced to $ 1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such notes) and (ii) warrants (the “October 2024 Noteholder Warrants”) to purchase up to 7,500,000 shares of Common Stock directly to the Tranche B Noteholders.

The Company has received from Oramed in consideration for the Tranche B Notes issued to Oramed an exchange and reduction of the principal balance under the Oramed Note of $ 22,500,000 .

The October 2024 Noteholder Warrants are immediately exercisable for cash at an exercise price equal to $ 1.09 per share of Common Stock (which was automatically reduced to $ 1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such warrants) and will expire five years from the issuance date.

(i) the Tranche B Notes, which notes will mature on the two-year anniversary of the issuance date and will be convertible into shares of Common Stock at a current conversion price equal to $ 36.40 per share and (ii) warrants (the “October 2024 Noteholder Warrants”) to purchase up to 214,284 sha res of Common Stock directly to the Tranche B Noteholders.

In consideration for the Tranche B Notes issued to Oramed, the Company has received from Oramed an exchange and reduction of the principal balance under the Oramed Note of $ 22,500,000 .

The October 2024 Noteholder Warrants are immediately exercisable for cash at a current exercise price equal to $ 36.40 per share and will expire five years from the issuance date.

The October 2024 Noteholder Warrants issued to the Tranche B Investors are initially exercisable for 107,142 shares of Common Stock in the aggregate.

The October 2024 Noteholder Warrants issued to Oramed are initially exercisable for 3,750,000 shares of Common Stock.

In connection with the offering of the Tranche B Notes, the Company issued to StockBlock Securities LLC (“StockBlock”) and its affiliate, Rodman & Renshaw LLC (collectively, the “Placement Agents”) or their respective designees, (i) 2,197,802 shares of Common Stock (the “Placement Agent Shares”) and (ii) warrants to purchase up to 3,669,724 shares of Common Stock (the “October 2024 Placement Agent Warrants”).

The October 2024 Placement Agent Warrants will have the same terms as the October 2024 Noteholder Warrants, except that the Placement Agents have agreed not to exercise the October 2024 Placement Agent Warrants for a period of 180 days following the date of issuance.

In conjunction with the Tranche B Securities Purchase Agreement, the Company entered into the ZTlido Royalty Purchase Agreement (as defined below) for $ 5.0 million of the aggregate purchase price for the ZTlido Purchased Receivables in full consideration for the sale, transfer, conveyance and granting of the ZTlido Purchased Receivables, subject to the terms and conditions set forth in the ZTlido Royalty Purchase Agreement.

The $ 50.0 million of total proceeds received were allocated based on their relative fair value to the Tranche B Notes, the October 2024 Noteholder Warrants, and the ZTlido Royalty Purchase Agreement, with the excess of fair value over the proceeds received in amount of $ 2.6 million recognized as a loss upon issuance in change in fair value of debt and liability instruments in the consolidated statement of operations during the year ended December 31, 2024.

The October 2024 Noteholder Warrants issued to Oramed are initially exercisable for 107,142 shar es of Common Stock.

In connection with the offering of the Tranche B Notes, the Company issued to StockBlock Securities LLC (“StockBlock”) and its affiliate, Rodman & Renshaw LLC (together, the “October 2024 Placement Agents”) or their respective designees , (i) 62,794 sha res of Common Stock (the “October 2024 Placement Agent Shares”) and (ii) warrants to purchase up to 104,848 shares of Common Stock (the “October 2024 Placement Agent Warrants”).

The October 2024 Placement Agent Warrants will have the same terms as the October 2024 Noteholder Warrants, except that the October 2024 Placement Agents have agreed not to exercise the October 2024 Placement Agent Warrants for a period of 180 days following the date of issuance.

In conjunction with the Tranche B Securities Purchase Agreement, the Company entered into the ZTlido Royalty Purchase Agreement for $ 5.0 million of the aggregate purchase price for the ZTlido Purchased Receivables (as defined below) in full consideration for the sale, transfer, conveyance and granting of the ZTlido Purchased Receivables, subject to the terms and conditions set forth in the ZTlido Royalty Purchase Agreement.

The $ 50.0 million of total proceeds received were allocated based on their relative fair value to the Tranche B Notes, the October 2024 Noteholder Warrants, and the ZTlido Royalty Purchase Agreement, with the excess of fair value over the proceeds received in amount of $ 2.6 million recognized as a loss upon issuance within the change in fair value of debt and liability instruments in the consolidated statements of operations during the year ended December 31, 2024.

Pursuant to the Tranche B Notes, commencing on January 2, 2025, the Company was required to redeem in cash (the “First Amortization Payment”) such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder’s Holder Pro Rata Amount (as defined in the Tranche B Notes) of $ 6,250,000 per fiscal quarter at a redemption price equal to 100 % of such Amortization Amount (as defined in the Tranche B Notes).

On January 2, 2025, the Company entered into a deferral and consent letter with each of (i) Nomis Bay Ltd and BPY Limited (the “Nomis Bay Consent”), (ii) Oramed (the “Oramed Consent”) and (iii) 3i, LP (the “3i Consent” and, collectively with the Nomis Bay Consent and the Oramed Consent, the “Tranche B Consents”), respectively, pursuant

to which the Tranche B Noteholders agreed to defer the Company’s obligation to make the First Amortization Payment until January 31, 2025, and then further to October 8, 2026.

In consideration of such deferral, (i) SCLX JV delivered to the Tranche B Noteholders an aggregate of 142,855 shares of Common Stock held by SCLX JV, with a fair value of $ 2.2 million on the date of delivery, which was recorded as financing costs within the selling, general and administrative expenses in the Company’s consolidated statements of operations, (ii) the Company paid an aggregate of $ 1.1 million in respect of a portion of the First Amortization Payment and related make-whole interest, and (iii) the Company entered into the Gloperba-Elyxyb Royalty Purchase Agreement (as described below).

On July 22, 2025, the Company entered into Warrant Exchange Agreements (each, a “Warrant Exchange Agreement” and collectively, the “Warrant Exchange Agreements”) with certain holders of the Company’s then-existing Tranche B warrants (such certain holders (excluding Oramed), the “Exchanging Warrant Holders”) to purchase shares of Common Stock (such Tranche B warrants held by the Exchanging Warrant Holders, the “Existing Tranche B Warrants”).

Pursuant to the Warrant Exchange Agreements, the Company and the Exchanging Warrant Holders, in reliance on Section 3(a)(9) of the Securities Act, effected a voluntary securities exchange whereby the Exchanging Warrant Holders exchanged the Existing Tranche B Warrants, which are currently exercisable for an aggregate of 107,142 shares of Common Stock at an exercise price of $ 36.40 per share, originally issued pursuant to the Tranche B Securities Purchase Agreement, for warrants to purchase an aggregate of 500,000 shares of Common Stock (the “Exchange Warrants”) at an exercise price of $ 40.00 per share (the “Exchange Warrant Exercise Price”).

The Exchange Warrants shall be immediately exercisable, but may only be exercised on a cash basis on or after the earlier of (i) the date that is 90 days following the Closing Date (as defined in the Warrant Exchange Agreements), and (ii) the initial date after the date of the Warrant Exchange Agreements that a registration statement is effective and available for the issuance of the shares of Common Stock underlying the Exchange Warrants to the holders of the Exchange Warrants (or the resale of shares of Common Stock underlying the Exchange Warrants);

provided, however, the Exchange Warrants may only be exercised on a cashless basis if there is no registration statement to cover the issuance of the shares of Common Stock underlying the Exchange Warrants or the resale of such shares.

The Exchange Warrants shall have an expiration date of October 8, 2029.

The Company recognized a loss in the amount of $ 1.1 million in relation to this exchange transaction.

As of December 31, 2025 , there were 500,000 Exchange Warrants outstanding.

The terms of the Exchange Warrants are generally identical to the terms of the Existing Tranche B Warrants, other than with respect to the number of shares issuable upon exercise thereof and the Exchange Warrant Exercise Price and certain other matters.

The Exchange Warrant Exercise Price of the Exchange Warrants is subject to adjustment for any stock split, stock dividend, stock combination, recapitalization or similar event.

The Exchange Warrant Exercise Price is also subject to full-ratchet adjustment (down to the Exchange Warrant Exercise Price Floor (as defined below)) in connection with a subsequent offering at a per share price less than the exercise price then in effect.

The Exchange Warrants also permit a voluntary adjustment to the Exchange Warrant Exercise Price, subject to certain conditions set forth therein, including compliance with the Nasdaq Listing Rules and having obtained the prior written consent of the required holders as described therein.

The Exchange Warrant Exercise Price cannot be lower than $ 36.40 per share (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events, the “Exchange Warrant Exercise Price Floor”), unless shareholder approval is obtained to allow the Exchange Warrants to be exercised at a price lower than the Exchange Warrant Exercise Price Floor in accordance with the Nasdaq Listing Rules.

The Company is under no obligation to seek or obtain such shareholder approval.

The following table provides a summary of the changes in the balance and the estimated fair value of the Tranche B Notes (in thousands):

Beginning Balance as of October 8, 2024

Conversion of Tranche B notes

Repayment of Tranche B Notes

Beginning Balance as of December 31, 2024

Repayment of Tranche B Notes principal and interest

Change in fair value of Tranche B Notes

Change in fair value of Tranche B Notes - due to instrument-specific credit risk recorded as a component of other comprehensive income

Ending Balance as of December 31, 2025

Aggregate principal repayments for the Company's outstanding debt will be $ 47.7 million and $ 19.5 million in 2025 and 2026, respectively.

Aggregate principal for the Company’s outstanding debt was $ 17.9 million as of December 31, 2025.

Promissory Notes

Pursuant to the Semnur Business Combination, Legacy Semnur assumed all liabilities of Denali, including its existing promissory notes and its liability for its deferred underwriting costs associated with the Semnur Business Combination.

Immediately prior to the closing of the Semnur Business Combination, Denali, Sponsor and the Company entered a Satisfaction and Discharge of Indebtedness Agreement, pursuant to which the Sponsor received $ 1.1 million in cash and a promissory note from Denali for $ 0.8 million (the “Sponsor Note”).

The Sponsor Note shall be payable in six monthly installments of $ 134.0 thousand beginning on October 1, 2025 , and ending on March 1, 2026 .

Immediately prior to the closing of the Semnur Business Combination, Denali and FutureTech Capital LLC (“FutureTech”) entered a Satisfaction and Discharge of Indebtedness Agreement, pursuant to which FutureTech received $ 340.0 thousand in cash and a promissory note from Denali for $ 1.0 million (the “FutureTech Note”).

The FutureTech Note shall be payable in six monthly installments of $ 170.0 thousand beginning on October 1, 2025 , and ending on March 1, 2026.

At closing of the Semnur Business Combination, Denali, the Denali underwriters and the Company entered Satisfaction and Discharge of Indebtedness Agreements, pursuant to which the Denali underwriters received $ 350.0 thousand in cash and promissory notes from Denali for a total of $ 2.7 million (the “Denali Underwriter Notes”).

The Denali Underwriter Notes shall be payable in nine monthly installments of $ 300.0 thousand beginning on October 1, 2025 , and ending on June 1, 2026 , with the last monthly payment being $ 250 thousand.

As of December 31, 2025, the Company had total current promissory notes of $ 3.5 million , all which are due in less than a year.

Notwithstanding the payment schedules in the Sponsor Note, the FutureTech Note and the Denali Underwriter Notes, the balance due on any notes (less any payments previously made to the holder thereunder) shall be accelerated and become immediately due and payable in the event Semnur receives gross proceeds from any equity or debt financing (including any private placement offering or registered offering), in an amount equal to or greater than the then-outstanding principal of such note plus any accrued but unpaid interest due thereon.

In addition, in the case of an event of default, the Sponsor Note, the FutureTech Note and the Denali Underwriter Notes shall bear interest at a rate of 10 % per annum until such event of default is cured.

The Sponsor Note, the FutureTech Note and the Denali Underwriter Notes shall become immediately due and payable (in accordance with the terms thereof), upon the Company’s failure to make payments thereunder when due (subject to a 14-day cure period) or certain other actions related to voluntary or involuntary bankruptcy proceedings (as more fully described therein).

Out of the outstanding promissory notes, the Company did not make certain scheduled installment payments during the fourth quarter of 2025 on the Sponsor Note (monthly installments of $ 134 thousand) and the Denali Underwriter Note for U.S.

Tiger Securities, Inc.

(monthly installments of $ 150 thousand).

As of December 31, 2025, the Sponsor Note had an outstanding principal balance of $ 0.8 million and accrued interest of approximately $ 20 thousand at 10 % per annum (calculated monthly).

The Company has not received a notice of default and expects to make the payments in April 2026.

ACEA Hangzhou-Agilent Bio Loan Agreement

In connection with the Company’s acquisition of 30.1 % of the outstanding shares of Vivasor (see Note 3), the Company includes in its consolidated financial statements a loan agreement entered into on August 15, 2018 between Hangzhou ACEA Pharmaceutical Research Co., Ltd (“ACEA Hangzhou”), a subsidiary of Vivasor, and Aisen Biological (Hangzhou) Co., Ltd.

(“Aisen”), pursuant to which Aisen provided 194.6 million in Chinese Yuan (“RMB”) in funding to ACEA Hangzhou over multiple years from 2013 through 2018 (the “Agilent Loan Agreement”).

Aisen was subsequently acquired by Agilent Technologies, Inc.

on November 18, 2018, through which the loan agreement was assumed by Agilent Technologies, Inc.

The Agilent Loan Agreement documents cumulative advances made by Aisen to ACEA Hangzhou in the following amounts (denominated in RMB):

2013 – RMB 9.0 million;

2014 – RMB 10.8 million;

2015 – RMB 19.5 million;

2016 – RMB 38.9 million;

2017 – RMB 73.0 million;

and 2018 – RMB 43.4 million.

The proceeds of the loan are

designated for the ACEA Hangzhou’s operating activities, and ACEA Hangzhou is restricted from changing the use of funds without Aisen’s consent.

The contractual term of each loan tranche is ten years from the date of funding.

Each loan tranche bears interest at an annual rate beginning in the sixth year following each advance .

The Agilent Loan Agreement provides for a five-year interest-free period from the date of each loan tranche, after which interest accrues at an annual rate of 5.39 %.

Interest is calculated and settled on an annual basis, with settlement occurring by December 31 of each applicable year .

Based on the contractual repayment schedule, initial interest payments begin in years ranging from 2019 through 2024 depending on the year of the original advance, with principal repayments due between 2023 and 2028.

The Agilent Loan Agreement includes customary provisions permitting Aisen to monitor the ACEA Hangzhou’s operations, financial condition, and use of proceeds, including the right to request financial information and participate in significant financing, restructuring, or liquidation events.

During the year ended December 31, 2018, ACEA Hangzhou repaid RMB 10 million, which repaid the full amount of the 2013 loan tranche and RMB 1 million of the 2014 loan tranche.

ACEA Hangzhou has not repaid any other principal balances outstanding with Aisen through the year ended December 31, 2025.

Aisen retains the right to demand early repayment of all or part of the outstanding loan balance, which is outside of the control of the Company.

Therefore, the entire loan balance outstanding has been presented within current liabilities.

As part of purchase accounting for the Acquisition, the Company recorded the assumed loan, including accrued interest of $ 4.6 million, at its estimated fair value of $ 25.7 million as of December 5, 2025.

The fair value was determined using a discounted cash flow approach that reflects the contractual repayment terms, including the interest-free period, and a market-based discount rate commensurate with the credit risk of the borrower.

The difference between the contractual principal amount of $ 30.7 million as of December 5, 2025 and the initial fair value resulted in a discount of $ 5.0 million, which is being accreted to interest expense over the remaining term of each tranche using the effective interest method.

For any tranches that were past due, these will be accreted and paid in the next 12 months.

As of December 31, 2025, the carrying amount of the loan was $ 21.5 million, net of an unamortized discount of $ 4.8 million.

The accrued interest balance was $ 4.7 million as of December 31, 2025, and is presented separately under the accrued expenses caption.

For the year ended December 31, 2025, the Company recognized interest expense of $ 0.3 million related to the Agilent Loan Agreement, which includes $ 0.2 million of non-cash accretion of the discount recognized at the acquisition date.

For the period from the acquisition date to December 31, 2025, the Company recognized foreign currency transaction loss of $ 0.2 million related to the remeasurement of the RMB-denominated loan.

Other Vivasor Borrowings

Vivasor entity contains multiple financing arrangements with various lenders that are each individually immaterial.

These borrowings have substantially similar economic characteristics, including denomination in RMB, interest rates ranging from 0 % - 6.00 % and maturities between currently due to 2030.

As part of purchase accounting for the acquisition of Vivasor, the Company recorded the assumed other borrowings, including accrued interest of $ 1.9 million, at their estimated fair value of $ 21.7 million as of December 5, 2025.

The fair value was determined using a discounted cash flow approach that reflects the contractual repayment terms, including the interest-free periods, and market-based discount rates commensurate with the credit risk of the borrower.

The difference between the contractual principal and accrued interest amounts of $ 25.1 million and the initial fair values resulted in a discount of $ 3.4 million , which is being accreted to interest expense over the remaining term of the borrowings using the effective interest method.

For any financing arrangements that were past due, these will be accreted and paid in the next 12 months.

During the period from the acquisition date to December 31, 2025, the Company negotiated non-cash settlement of certain debt obligations resulting in a decrease to the debt balance of $ 2.6 million.

Non-cash settlements primarily consisted of the provision of services to certain counterparties in satisfaction of outstanding obligations and the issuance of equity.

The Company evaluated these transactions to determine whether they represented modifications or extinguishments of debt.

To the extent such arrangements resulted in the legal release of the Company’s obligations,

the associated liabilities were derecognized.

There was no gain recognized with the settlement and extinguishment of these borrowings as the fair value.

As of December 31, 2025, the carrying amount of the borrowings was $ 17.5 million , net of unamortized discounts of $ 3.2 million .

The accrued interest balance was $ 2.1 million as of December 31, 2025, and is presented separately in accrued expenses.

For the period from the acquisition date to December 31, 2025, the Company recognized interest expense of $ 0.7 million related to the other borrowings, which includes $ 0.3 million of non-cash accretion of the discount recognized at the acquisition date.

For the period from the acquisition date to December 31, 2025, the Company recognized foreign currency transaction loss of $ 0.1 million related to the remeasurement of the RMB-denominated loans.

ZTlido Royalty Purchase Agreement

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Oramed’s portion of the purchase price was paid by exchanging a portion of the outstanding principal balance under the Oramed Note equivalent to its portion of the ZTlido RPA Closing Payment, which amount extinguished and reduced $ 2.5 million of the outstanding balance under the Oramed Note.

The Royalty Purchase Agreement terminates six months following receipt by the ZTlido RPA Purchasers of all payments of the ZTlido Purchased Receivables to which each ZTlido RPA Purchaser is entitled during the period commencing on the closing date of the ZTlido Royalty Purchase Agreement and expiring on the tenth anniversary of such closing date.

The ZTlido Royalty Purchase Agreement terminates six months following receipt by the ZTlido RPA Purchasers of all payments of the ZTlido Purchased Receivables to which each ZTlido RPA Purchaser is entitled during the period commencing on the closing date of the ZTlido Royalty Purchase Agreement and expiring on the tenth anniversary of such closing date.

The Company elected the fair value option for the ZTlido Royalty Purchase Agreement and records the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period.

As of December 31, 2024, the fair value of the ZTlido Royalty Purchase Agreement was $ 6.8 million , recorded as a purchased revenue liability on the consolidated balance sheet.

As of December 31, 2025 and 2024, the fair value of the ZTlido Royalty Purchase Agreement was $ 6.1 million and $ 6.8 million, respectively, recorded as a purchased revenue liability on the consolidated balance sheet.

The Company incurred $ 0.2 million of issuance costs in connection with the ZTlido Royalty Purchase Agreement, which were included in the consolidated statement of operations for the year ended December 31, 202 4.

The following table summarizes the purchased revenue liability activity during the year ended December 31, 2024 (in thousands):

Beginning Balance as of October 8, 2024

The following table summarizes the purchased revenue liability activity related to ZTlido Royalty Purchase Agreement during the year ended December 31, 2025 (in thousands):

Ending Balance as of December 31, 2024

Repayment of purchased revenue liability

Change in fair value of purchased revenue liability

Ending Balance as of December 31, 2025

Junior DIP Facility and Sorrento Stock Purchase Agreement

Junior DIP Facility

In July 2023, the Company entered into an agreement to provide Sorrento with a non-amortizing super-priority junior secured term loan facility (“Junior DIP Facility”) in an aggregate principal amount of $ 20.0 million (the “Junior DIP Loan Agreement”), which was funded in the same month.

The Junior DIP Facility bears interest at a per annum rate of 12.0 % payable in kind on the first day of each month in arrears and on the DIP Termination Date (as defined in the Junior DIP Loan Agreement).

Upon repayment or satisfaction of the DIP Loans (as defined in the Junior DIP Loan Agreement) in whole or in part, Sorrento is required to pay to the Company in cash an exit fee equal to 2.00 % of the aggregate principal amount of the Junior DIP Facility.

The Junior DIP Facility was to mature on the earliest of:

(i) September 30, 2023;

(ii) the effective date of any Chapter 11 plan of reorganization with respect to Sorrento;

(iii) the consummation of any sale or other disposition of all or substantially all of the assets of Sorrento;

(iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Loan Agreement) in accordance with the DIP Documents (as defined in the Junior DIP Loan Agreement) ;

and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

On September 21, 2023, Sorrento’s obligations under the Junior DIP Facility were waived and deemed to be fully settled in conjunction with the Sorrento SPA as described below.

Consequently, the transfer of funds associated with the Junior DIP Facility was deemed and accounted for as a capital distribution to Sorrento.

Gloperba-Elyxyb Royalty Purchase Agreement

On February 28, 2025 (the “Gloperba-Elyxyb Closing Date”), the Company entered into the Gloperba-Elyxyb Royalty Purchase Agreement with certain institutional investors (collectively, the “Gloperba-Elyxyb Royalty Investors”) and

Oramed (together with the Gloperba-Elyxyb Royalty Investors, the “Gloperba-Elyxyb RPA Purchasers”).

Pursuant to the Gloperba-Elyxyb Royalty Purchase Agreement, Scilex Pharma transferred to the Gloperba-Elyxyb RPA Purchasers the right to receive 4 % of all aggregate net sales worldwide (the “Gloperba-Elyxyb Purchased Receivables”) with respect to Gloperba, Elyxyb, and any related, improved, successor, replacement and/or varying dosage forms of the foregoing (the “Gloperba-Elyxyb Covered Products”).

In consideration of the Further Deferral and representing the “grant of the Royalty and Exclusive Rights” (as defined in the Term Sheet), during the period commencing on the Gloperba-Elyxyb Closing Date and expiring on the tenth anniversary of the Gloperba-Elyxyb Closing Date (the “Gloperba-Elyxyb Payment Term”), Scilex Pharma shall pay to each Gloperba-Elyxyb RPA Purchaser, by wire transfer of immediately available funds in U.S.

dollars to such Gloperba-Elyxyb RPA Purchaser’s account, such Gloperba-Elyxyb RPA Purchaser’s Specified Percentage (as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) of the Covered Product Revenue Payments (each as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) for each calendar quarter no later than 60 calendar days after the end of each calendar quarter.

The Gloperba-Elyxyb Royalty Purchase Agreement shall terminate six months following receipt by the Gloperba-Elyxyb RPA Purchasers of all payments of the Gloperba-Elyxyb Purchased Receivables to which each Gloperba-Elyxyb RPA Purchaser is entitled during the Gloperba-Elyxyb Payment Term.

The Company elected the fair value option for the Gloperba-Elyxyb Royalty Purchase Agreement and records the changes in the fair value within the consolidated statements of operations at the end of each reporting period.

As of each of February 28, 2025, and December 31, 2025 , the fair value of the Gloperba-Elyxyb Royalty Purchase Agreement was $ 0.5 million and $ 2.3 million , recorded as a purchased revenue liability on the consolidated balance sheet.

Beginning Balance as of February 28, 2025

Repayment of purchased revenue liability

Change in fair value of purchased revenue liability

Ending Balance as of December 31, 2025

The following table shows the outstanding principal balance of the Company's debt, by contractual maturity, as of December 31, 2025 (in thousands):

Due in 2030 and thereafter

Total principal payments

Sorrento Stock Purchase Agreement and Equity line of credit

Sorrento Stock Purchase Agreement

On September 21, 2023, the Company entered into the Sorrento SPA, pursuant to which the Company purchased from Sorrento (i) 60,068,585 shares of Common Stock, (ii) 29,057,097 shares of Series A Preferred Stock and (iii) 1,386,617 Public Warrants and 3,104,000 Private Warrants (collectively, the “Purchased Securities”).

On September 21, 2023, the Company entered into that certain Stock Purchase Agreement (the “Sorrento SPA”) with Sorrento Therapeutics, Inc.

(“Sorrento”), the Company’s then-controlling stockholder, pursuant to which the Company purchased from Sorrento (i) 1,716,245 shares of Common Stock, (ii) 29,057,097 shares of Series A Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”), and (iii) 1,386,617 Public Warrants (as defined below), which are currently exercisable for an aggregate of up to 39,617 shares of Common Stock and 3,104,000 Private Warrants (collectively, the “Purchased Securities”), which are currently exercisable for an aggregate of up to 88,685 shares of Common Stock.

As a result, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote.

On the same day, the Company and Oramed entered into the Scilex-Oramed SPA.

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There was no change in the terms for the warrants transferred to Oramed as a result of the transactions described above.

The remaining consideration for the Purchased Securities was comprised of a credit bid for all amounts of principal and accrued but unpaid interest outstanding under the Junior DIP Facility, a $ 10.0 million cash payment, and the assumption and assignment of certain obligations of Sorrento for legal fees and expenses amounting to approximately $ 12.3 million .

The remaining consideration for the Purchased Securities was composed of a credit bid for all amounts of principal and accrued but unpaid interest outstanding under the Junior DIP Facility in an aggregate principal amount of $ 20.0 million, a $ 10.0 million cash payment, and the assumption and assignment of certain obligations of Sorrento for legal fees and expenses amounting to approximately $ 12.3 million .

The Company allocated the total consideration between the repurchased instruments by allocating to the repurchased Private Warrants their full value, with the remaining consideration allocated to the Common Stock, Series A Preferred Stock, and Public Warrants based on their relative fair values as of September 21, 2023.

Before the closing of the Sorrento SPA transactions and in connection with the transactions contemplated by the Sorrento SPA, the Company formed two entities:

(a) Scilex DRE Holdings LLC (“Holdco”), a single purpose entity that is the Company’s direct wholly owned subsidiary and (b) Scilex Stock Acquisition Joint Venture LLC, a single purpose bankruptcy-remote entity that is the Company’s indirect wholly owned subsidiary (“SCLX JV”), which was

formed to hold the Purchased Securities.

Holdco was formed to hold all of the equity interests in SCLX JV.

Holdco was formed to hold all the equity interests in SCLX JV.

Holdco and SCLX JV are parties to the Security Agreement and Subsidiary Guarantee (see Note 8).

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Pursuant to the terms of the Sorrento SPA, the Company repurchased all of the outstanding Series A Preferred Stock .

The Series A Preferred Stock is classified in permanent equity and does not have any bifurcated features.

Therefore, the repurchase of the Series A Preferred Stock by the Company is treated as a redemption of shares and viewed as a deemed dividend.

The Series A Preferred Stock was classified in permanent equity and did not have any bifurcated features.

Therefore, the repurchase of the Series A Preferred Stock by the Company was treated as a redemption of shares, with the excess of the redemption price paid over the carrying value of the shares treated as a deemed dividend.

The fair value of Series A Preferred Stock as of the repurchase date of September 21, 2023, was $ 52.6 million .

The Company derecognized the carrying value of the Series A Preferred Stock, with any excess amount allocated as the reduction in additional paid-in capital.

The Series A Preferred Stock is currently held as collateral for the Oramed Note.

The Company derecognized the carrying value of $ 3,000 of the Series A Preferred Stock, with $ 52.3 million in excess amount allocated as the reduction in additional paid-in capital.

Although considered redeemed for accounting purposes, the shares of Series A Preferred Stock remain outstanding as they are held as collateral for the Oramed Note.

Treasury Stock

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Penny Warrants

The Closing Penny Warrant will be exercisable upon the earliest of (i) March 14, 2025 , (ii) the date on which the Oramed Note has been repaid in full and (iii) the Management Sale Trigger Date (as defined therein), if any, and will expire on the date that is the fifth anniversary of the issuance date.

The Company issued four Subsequent Penny Warrants, each for 2,125,000 shares of Common Stock, one of which shall vest and become exercisable on the date that is the later of (i) each of March 19, 2024 (the “CS-2 Warrant”), June 17, 2024 (the “CS-3 Warrant”), September 15, 2024 (the “CS-4 Warrant”) or December 14, 2024 (the “CS-5 Warrant”) (each, the “Subsequent Penny Warrant Vesting Date”) and (ii) the earliest of (A) March 14, 2025 , (B) the date on which the Oramed Note has been repaid in full and (C) the Management Sale Trigger Date (as defined therein), if any.

Each Subsequent Penny Warrant will expire on the date that is the fifth anniversary of the issuance date;

provided that, if the Oramed Note is repaid in full prior to the Subsequent Penny Warrant Vesting Date applicable to such Subsequent Penny Warrant, such Subsequent Penny Warrant will expire on the date the Oramed Note is repaid in full.

Pursuant to a letter agreement the Company entered into with Oramed, dated as of August 30, 2024, the parties agreed that:

(i) the CS-4 Warrant shall fully vest on August 30, 2024 and (ii) Oramed may immediately exercise the Oramed Warrants with respect to up to 5,437,500 shares of Common Stock.

Pursuant to the Oramed Letter Agreement the Company entered into with Oramed, dated as of September 20, 2024, the parties agreed that Oramed may immediately exercise the CS-5 Warrant with respect to up to 1,062,500 shares of Common Stock.

The exercise price of the Penny Warrants is $ 0.01 per share, subject to adjustments provided therein.

The exercise price and number of shares of Common Stock issuable upon the exercise of the Penny Warrants will be subject to adjustment in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction, as described in the Penny Warrants;

provided that there shall not be any adjustment to the exercise price of the Penny Warrants in the event the Company combines (by combination, reverse stock split or otherwise) its Common Stock into a smaller number of shares.

The exercise price and number of shares of Common Stock issuable upon the exercise of the Penny Warrants may be subject to certain adjustments in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction, as described in the Penny Warrants.

Oramed may exercise the Penny Warrants by means of a “cashless exercise.” The Closing Penny Warrant and the Subsequent Penny Warrants utilize the same form of warrant.

The Penny Warrants may not be exercised if Oramed, together with its affiliates, would beneficially own in excess of 9.9 % of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Oramed Beneficial Ownership Limitation”);

provided, however, that upon 61 days’ prior notice to the Company, Oramed may increase or decrease the Oramed Beneficial Ownership Limitation.

The Company accounted for the Penny Warrants as an equity classified instrument as they are indexed to the Company’s own stock and meet the conditions to be classified in equity under FASB ASC 815, Derivatives and Hedging, including sufficient available shares for the Company to settle the exercise of the warrants in shares.

The Penny Warrants are recognized in additional paid-in capital in the Company’s consolidated balance sheets.

The Company accounted for the Penny Warrants as an equity classified instrument as they are indexed to the Company’s own stock and meet the conditions to be classified in equity under FASB ASC 815, Derivatives and Hedging, including sufficient available shares of Common Stock for the Company to settle the exercise of the warrants in shares of Common Stock.

The Penny Warrants are recognized in additional paid-in capital in the Company’s

consolidated balance sheets.

The fair value of Penny Warrants as of September 21, 2023, the date of issuance, was $ 10.4 million.

During the year ended December 31, 2024 , there were 6,500,000 Penny Warrants exercised by Oramed for net proceeds of approximately $ 0.1 million.

As of December 31, 2024 , there were 6,500,000 Penny Warrants outstanding that were fully vested and such warrants became exercisable on March 14, 2025 .

On July 22, 2025, the Company entered into the Option Agreement with Oramed, pursuant to which the Company fully exercised its’ repurchase option and holds Penny Warrants.

See Note 9 for the additional discussion of the Option Agreement and the Warrant Repurchase.

In December 2022, the Department of the Treasury and the Internal Revenue Service (the “IRS”) issued guidelines on the implementation of the new code section added by the Inflation Reduction Act of 2022, which imposes a 1% excise tax on the total fair market value of stock repurchases during the tax year, subject to adjustments.

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The Company has accrued $ 1.3 million of the excise tax liability during the year ended December 31, 2023, which was recorded as accrued expenses under current liabilities on the consolidated balance sheet.

During the year ended December 31, 2024, the Company made a total of $ 0.5 million payments for the excise tax.

As of December 31, 2024, the remaining balance of the excise tax liability recorded as accrued expenses was $ 0.8 million .

During the year ended December 31, 2025 and December 31, 2024, the Company made a total of $ 0.9 million and 0.5 million payments for the excise tax, respectively.

As of December 31, 2025, the remaining balance of the excise tax liability recorded as accrued expenses was $ 33.5 thousand .

Equity Line of Credit

On July 22, 2025, the Company entered into that certain common stock purchase agreement (the “Tumim Purchase Agreement”), by and between the Company and Tumim Stone Capital, LLC (“Tumim”), the Company had the right, but not the obligation, to sell to the Tumim up to the lesser of:

(a) $ 100,000,000 of newly issued shares of Common Stock (“Commitment Amount”) and (b) the Exchange Cap (as defined below), from time to time, at the Company’s sole discretion (each such sale, a “VWAP Purchase”) by delivering an irrevocable written notice to Tumim (each such notice, a “VWAP Purchase Notice”).

The Company was permitted to deliver a VWAP Purchase Notice to Tumim during the period commencing on the Commencement Date (as defined in the Tumim Purchase Agreement) and the date that would have been the first day of the month following the 24-month anniversary of the date on which the initial Tumim Registration Statement (as defined below) would have been declared effective by the SEC, subject to the terms and conditions set forth therein, and unless the Tumim Purchase Agreement was earlier terminated in accordance with its terms.

Tumim’s purchases of shares of Common Stock under the Tumim Purchase Agreement, if any, would have been subject to certain limitations, including that Tumim may not purchase shares that would result in it (together with its affiliates) owning more than 4.99 % (or, at the election of Tumim, 9.99 %) of the then-issued and outstanding shares of Common Stock.

In addition, unless stockholder approval of a waiver of the Exchange Cap (as defined below) was obtained, the Company shall not issue or sell any shares of Common Stock pursuant to the Tumim Purchase Agreement, if, after giving effect thereto, the aggregate number of shares of Common Stock that would have been issued pursuant to the Tumim Purchase Agreement and the transactions contemplated thereby would exceed 1,390,443 (representing 19.99 % of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the Tumim Purchase Agreement) (such maximum number of shares, the “Exchange Cap”).

However, the Exchange Cap shall not be applicable for any purposes of the Tumim Purchase Agreement and the transactions contemplated thereby, to the extent that (and only for so long as) the average price of all applicable sales of Common Stock under the Tumim Purchase Agreement equaled or exceeded $ 8.09 , which is the Minimum Price (as defined in the Tumim Purchase Agreement).

The Company was under no obligation to seek stockholder approval of a waiver of the Exchange Cap.

As consideration for Tumim’s commitment to purchase shares of Common Stock, the Company was required to issue 150,000 shares of Common Stock to Tumim as a commitment fee (the “Commitment Shares”) upon effectiveness of the Tumim Registration Statement (as defined below).

In connection with the transactions contemplated by, and concurrently with the execution of, the Tumim Purchase Agreement, the Company and Tumim also entered into a Registration Rights Agreement, dated as of July 22, 2025 (the “Tumim Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC one or more registration statements (each, a “Tumim Registration Statement”), to register under the Securities Act the offer and resale by Tumim of all of the shares that may have been issued by the Company to Tumim from time to time under the Tumim Purchase Agreement, including the Commitment Shares.

Tumim’s obligation to purchase shares of Common Stock pursuant to the Tumim Purchase Agreement was subject to such a Tumim Registration Statement being filed with the SEC and declared effective.

On October 30, 2025 the Company and Tumim entered into a termination agreement (the “Termination Agreement”), pursuant to which each of the Tumim Purchase Agreement and the Tumim Registration Rights Agreement (together, the “Original Agreements”) shall terminate upon payment in full of an aggregate of $ 2.7 million by the Company to Tumim in lieu of the issuance of the Commitment Shares with $ 500,000 to be paid on or before each of October 31, 2025 and November 14, 2025 and the remaining $ 1.7 million to be paid on or before December 15, 2025.

The Company fully paid the $ 2.7 million in October 2025, November 2025 and December 2025, respectively.

As of December 31, 2025, pursuant to the Termination Agreement, the Original Agreements are terminated.

Stockholders’ Deficit

SPAC Warrants

Upon the completion of the Business Combination, the Company assumed the Private Warrants and the public warrants to purchase Common Stock, each with an exercise price of $ 11.50 per share (the “Public Warrants”, and together with the Private Warrants, the “SPAC Warrants”).

Upon the completion of the Business Combination, the Company assumed the Private Warrants and the public warrants to purchase Common Stock, each with a post reverse split exercise price of $ 402.50 per share (the “Public Warrants”, and together with the Private Warrants, the “SPAC Warrants”).

Holders of the SPAC Warrants are entitled to acquire shares of Common Stock.

The SPAC Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

If the reported last sale price of the Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $ 0.01 per warrant upon not less than 30 days’ prior written notice.

If the reported last sale price of the Common Stock equals or exceeds $ 630.00 per share post reverse split price for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $ 0.01 per warrant upon not less than 30 days’ prior written notice.

If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis.

3 unchanged sentences

During the year ended December 31, 2023, the SPAC Warrants held by Sorrento were repurchased, and certain of such warrants transferred to Oramed, as a result of the Sorrento SPA (refer to Note 9).

On September 20, 2024, the Company repurchased 4,000,000 of the SPAC Warrants held by Oramed (refer to Note 7).

On September 20, 2024, the Company repurchased 4,000,000 of the SPAC Warrants (which were exercisable for an aggregate of up to 114,286 shares of Common Stock) held by Oramed (refer to Note 8).

Following the repurchase, these warrants were cancelled.

As of December 31, 2024 and 2023, there were 5,467,692 and 6,854,309 Public Warrants outstanding, respectively.

As of December 31, 2024 and 2023, there were 1,000,000 and 3,613,383 Private Warrants outstanding, respectively.

As of December 31, 2025 and 2024, there were Public Warrants issued and outstanding and exercisable for an aggregate of up to 156,115 and 156,220 shares of Common Stock, respectively.

As of each of December 31, 2025 and 2024 , there were 1,000,000 Private Warrants outstanding, which are currently exercisable for an aggregate of up to 28,572 shares of Common Stock.

Preferred Stock

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As of December 31, 2025 and as of the date of this filing, none of the Dividend Stock or any shares of the Series 1 Preferred Stock were issued or distributed.

On February 2, 2026, the Board approved revocation of the declaration of the Dividend (the “Dividend Revocation”).

No shares of Series 1 Mandatory Exchangeable Preferred Stock had ever been issued or outstanding as of such date as the Spin-off Dividend (as defined in the Certificate of Designation) did not occur by the Preferred Stock End Date (as defined in the Certificate of Designation).

On February 3, 2026, in connection with the Dividend Revocation, the Company filed a Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware.

The Certificate of Elimination, which became effective immediately upon filing, eliminated the previously designated 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock and caused such shares to resume their status as undesignated shares of preferred stock of the Company.

No shares of Series 1 Mandatory Exchangeable Preferred Stock were issued or outstanding upon the filing of the Certificate of Elimination.

Treasury Stock

As of December 31, 2024 and 2023, there were 60,068,585 shares of Treasury Stock.

A&R Yorkville Purchase Agreement

Pursuant to the A&R Yorkville Purchase Agreement, the Company had the right, but not the obligation, in its sole and absolute discretion, to sell to Yorkville up to $ 500.0 million of shares of Common Stock at its request and subject to certain conditions by delivering written notice to Yorkville at any time until the first day of the month following the 36-month anniversary of the date on which the Company’s registration statement on Form S-1 registering such shares was declared effective by the SEC.

Pursuant to the A&R Yorkville Purchase Agreement, the shares of Common Stock, if any, that the Company elected to sell to Yorkville pursuant to a sale of Common Stock will be purchased at a price equal to 98 % of the VWAP (as defined below) during the applicable pricing period for such advance, which shall be the period commencing upon receipt by Yorkville of an advance notice from the Company (or the open of regular trading hours, if later) and ending on 4:00 p.m.

on the same day.

For purposes of the A&R Yorkville Purchase Agreement, “VWAP” means, for a specified period, the volume weighted average price of the Common Stock on the Nasdaq Capital Market for such period as reported by Bloomberg L.P.

through its “AQR” function.

Pursuant to the terms of the Original Purchase Agreement, the Company filed a registration statement on Form S-1 (File No.

333-268607) (as it may be amended or supplemented from time to time, the “Yorkville Registration Statement”) related to the Original Purchase Agreement with the SEC on November 30, 2022 (following the execution of the Original Purchase Agreement).

The Yorkville Registration Statement was initially declared effective by the SEC on December 9, 2022.

In connection with the execution of the Original Purchase Agreement, the Company issued to Yorkville 250,000 shares of Common Stock.

During the year ended December 31, 2024, the Company sold 96,982 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $ 0.2 million .

During the year ended December 31, 2023, the Company sold 11,552,074 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $ 32.3 million .

On, and effective as of, March 25, 2024, the Company and Yorkville mutually agreed to terminate the A&R Yorkville Purchase Agreement.

Riley Purchase Agreement

Pursuant to the B.

Riley Purchase Agreement, the Company had the right, but not the obligation, to sell to B.

Riley up to $ 500.0 million of shares of Common Stock, subject to certain limitations and conditions set forth therein, from time to time at the Company’s sole and absolute discretion, during the term of the B.

Riley Purchase Agreement.

The Company’s right to sell shares of Common Stock pursuant to the B.

Riley Purchase Agreement shall end on the first day of the month following the 36-month anniversary of the date on which the B.

Riley Registration Statement (as defined below) was initially declared effective by the SEC.

Pursuant to the terms of the B.

Riley Purchase Agreement, the Company filed a registration statement on Form S-1 (File No.

333-269205) (as it may be amended or supplemented from time to time, the “B.

Riley Registration Statement”) related to the B.

Riley Purchase Agreement with the SEC on January 12, 2023 (following the execution of the B.

Riley Purchase Agreement).

Riley Registration Statement was initially declared effective by the SEC on January 20, 2023.

The shares of Common Stock, if any, that the Company elects to sell to B.

Riley pursuant to an advance under the B.

Riley Purchase Agreement will be purchased at a price equal to 98 % of the VWAP (as defined in such agreement) during the pricing period prescribed therein.

In connection with the execution of the B.

Riley Purchase Agreement, the Company issued to B.

Riley 250,000 shares of Common Stock.

During the year ended December 31, 2024, the Company did not sell any shares of Common Stock pursuant to the B.

Riley Purchase Agreement.

During the year ended December 31, 2023, the Company sold an aggregate of 1,414,554 shares of Common Stock for aggregate net proceeds of $ 3.2 million .

On, and effective as of, February 16, 2024, the Company and B.

Riley mutually agreed to terminate the B.

Riley Purchase Agreement.

Stock Issued under Settlement Agreement with Hudson Bay Parties

In August 2023, the Company, along with Hudson Bay Capital Management LP (“Hudson Bay”), Cove Lane Onshore Fund, LLC (“Cove Lane”), and HBC Investments LLC (“HBC” and collectively, the “Hudson Bay Parties”), entered into several agreements.

Under these agreements, the Company agreed to issue and sell up to $ 118.6 million in securities and warrants to the Hudson Bay Parties.

However, on September 15, 2023, a settlement agreement was reached and released all claims related to the previous agreements.

The Company acknowledged payments of $ 8.65 million made to the Hudson Bay Parties as properly earned.

To satisfy remaining obligations, the Company agreed to issue shares of Common Stock to Cove Lane and HBC worth $ 0.3 million and $ 0.5 million , respectively.

This resulted in the issuance of an aggregate of 474,683 shares of Common Stock on September 25, 2023.

As of December 31, 2025 and 2024, there were 1,458,263 and 1,716,245 , respectively, shares of Treasury Stock.

At-the-Market Sales Agreement

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The Company agreed to reimburse the Sales Agents for certain expenses and has agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.

As of December 31, 2024, the Company sold 2,764,187 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $ 2.7 million .

As of December 31, 2023 , no sales of Common Stock had been made under the ATM Sales Agreement.

For the year ended December 31, 2025 no sales of Common Stock had been made under the ATM Sales Agreement.

For the year ended December 31, 2024 , the Company sold 78,976 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $ 2.7 million.

February 2024 Bought Deal Offering Underwriting Agreement

On February 29, 2024, the Company entered into an underwriting agreement (the “February 2024 BDO Underwriting Agreement”) with Rodman & Renshaw LLC and StockBlock, acting as representatives of the underwriters, to sell, in an underwritten offering (the “February 2024 BDO”), 5,882,353 shares of Common Stock (the “February 2024 BDO Firm Shares”) and accompanying common warrants to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “February 2024 BDO Firm Warrants”).

On February 29, 2024, the Company entered into an underwriting agreement (the “February 2024 BDO Underwriting Agreement”) with Rodman & Renshaw LLC and StockBlock, acting as representatives of the underwriters to sell in the “February 2024 BDO” 108,686 shares of the “February 2024 BDO Firm Shares” and accompanying February 2024 BDO Firm Warrants to purchase up to an aggregate of 108,686 shares of Common Stock.

The securities in the February 2024 BDO were offered and sold by us pursuant to the Shelf S-3 Registration Statement, a base prospectus dated January 11, 2024, and a final prospectus supplement dated February 29, 2024.

The February 2024 BDO closed on March 5, 2024, and the combined price per Firm Share and accompanying February 2024 BDO Firm Warrant paid by the underwriters was $ 1.564 , which amount reflects the combined public offering price of $ 1.70 , less underwriting discounts and commissions.

Pursuant to the February 2024 BDO Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to 882,352 additional shares of Common Stock and/or common warrants to purchase up to 882,352 shares of Common Stock (the “February 2024 BDO Optional Warrants”, and together with the February 2024 BDO Firm Warrants, the “Common Warrants”).

The underwriters did not exercise this option and it expired on March 30, 2024.

The February 2024 BDO closed on March 5, 2024, and the combined price per February 2024 BDO Firm Share and accompanying February 2024 BDO Firm Warrant paid by the underwriters was $ 54.74 , which amount reflects the combined public offering price of $ 59.50 , less underwriting discounts and commissions.

Subject to certain ownership limitations, the Common Warrants are immediately exercisable, set to expire five years later, with an exercise price of $ 59.50 per share, subject to adjustments.

Additionally, the Company issued the representative warrants (the “February 2024 BDO Representative Warrants”) to the underwriters, allowing them to purchase up to 470,588 shares of Common Stock, with these warrants being immediately exercisable at $ 2.125 per share, representing 125 % of the combined public offering price per Firm Share and accompanying February 2024 BDO Firm Warrant.

Additionally, the Company issued the “February 2024 BDO Representative Warrants” to the underwriters, allowing them to purchase up to 13,446 shares of Common Stock, with these warrants being immediately exercisable at $ 74.38 per share, representing 125 % of the combined public offering price per February 2024 BDO Firm Share and accompanying February 2024 BDO Firm Warrant.

The Company accounted for the February 2024 BDO Firm Warrants as a liability classified instrument (see Note 5) and the February 2024 BDO Representative Warrants as an equity classified instrument.

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Pursuant to the Warrant Amendment, the investor agreed to exercise outstanding February 2024 BDO Firm Warrants to purchase an aggregate of 50,421 shares of Common Stock in cash at an amended exercise price of $ 20.65 per share.

During the year ended December 31, 2024, there were 2,078,906 February 2024 BDO Firm Warrants exercised for total net proceeds of approximately $ 1.6 million , including the amended February 2024 BDO Firm Warrants.

As of December 31, 2024, there were 3,803,447 February 2024 BDO Firm Warrants and 470,588 February 2024 BDO Representative Warrants outstanding.

During the year ended December 31, 2025 and 2024 , there were nil and 59,397 February 2024 BDO Firm Warrants exercised for total net proceeds of nil and approximately $ 1.6 million, including the amended February 2024 BDO Firm Warrants.

As of December 31, 2025 and 2024, there were 3,803,447 February 2024 BDO Firm Warrants, which are currently exercisable for an aggregate of up to 108,686 shares of Common Stock outstanding and 470,588 February 2024 BDO Representative Warrants, which are currently exercisable for an aggregate of up to 13,446 shares of our Common Stock outstanding.

April 2024 Registered Direct Offering

On April 23, 2024, the Company entered into a securities purchase agreement (the “April 2024 RDO Purchase Agreement”) with the investor named therein, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “April 2024 RDO”):

(i) an aggregate of 15,000,000 shares of Common Stock (the “RDO Shares”), and (ii) common warrants to purchase up to 15,000,000 shares of Common Stock (the “April 2024 RDO Common Warrants”).

(i) an aggregate of 428,572 shares of Common Stock (the “April 2024 RDO Shares”), and (ii) common warrants to purchase up to 428,572 shares of Common Stock (the “April 2024 RDO Common Warrants”).

The offering price per RDO Share and accompanying April 2024 RDO Common Warrant to purchase one share of Common Stock was $ 35.00 , for aggregate gross proceeds to the Company of $ 15,000,000 , before deducting the placement agent fees and other offering expenses.

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The exercise price of the April 2024 RDO Common Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Common Stock.

StockBlock and its affiliate, Rodman & Renshaw LLC, acted as exclusive placement agents (the “Placement Agents”) in connection with the April 2024 RDO.

As compensation for such placement agent services, the Company paid the Placement Agents an aggregate cash fee equal to 8.0 % of the gross proceeds actually received by the Company from the April 2024 RDO.

The Company also reimbursed the Placement Agents $ 100,000 for actual, reasonable and documented fees and expenses, inclusive of fees and expenses of legal counsel and out-of-pocket expenses and $ 15,950 for clearing expenses.

The Company has also agreed to issue to the Placement Agents or their respective designees common warrants, substantially in the form of the April 2024 RDO Common Warrants, to purchase up to 1,200,000 shares of Common Stock (the “April 2024 RDO Placement Agent Warrants”), representing up to 8.0 % of the total number of the April 2024 RDO Shares issued in the April 2024 RDO.

StockBlock and its affiliate, Rodman & Renshaw LLC, acted as exclusive placement agents (the “April 2024 RDO Placement Agents”) in connection with the April 2024 RDO.

As compensation for such placement agent services, the Company paid the April 2024 RDO Placement Agents an aggregate cash fee equal to 8.0 % of the gross proceeds actually received by the Company from the April 2024 RDO.

The Company also reimbursed the April 2024 RDO Placement Agents $ 100,000 for actual, reasonable and documented fees and expenses, inclusive of fees and expenses of legal counsel and out-of-pocket expenses and $ 15,950 for clearing expenses.

The Company has also agreed to issue to the April 2024 RDO Placement Agents or their respective designees common warrants, substantially in the form of the April 2024 RDO Common Warrants, to purchase up to 34,286 shares of Common Stock (the “April 2024 RDO Placement Agent Warrants”), representing up to 8.0 % of the total number of the April 2024 RDO Shares issued in the April 2024 RDO.

The April 2024 RDO Placement Agent Warrants have an exercise price of $ 43.75 per share (which represents 125 % of the combined offering price per share of Common Stock and the April 2024 RDO Common Warrant sold in the April 2024 RDO), will become exercisable on the six-month anniversary of the date of issuance and expire five years from the commencement of sales in the April 2024 RDO.

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The fair value of April 2024 RDO Placement Agent Warrants as of the date of issuance was $ 0.6 million .

As of December 31, 2024, there were 15,000,000 April 2024 RDO Common Warrants and 1,200,000 April 2024 RDO Placement Agent Warrants outstanding.

On November 23, 2025, in connection with the November 2025 Warrant Inducement Agreement (as defined below), the investor agreed to exercise the April 2024 RDO Common Warrants in exchange for the November 2025 Warrants.

As of December 31, 2025, there were no April 2024 RDO Common Warrants outstanding.

As of December 31, 2024 , there were 15,000,000 April 2024 RDO Common Warrants outstanding , which were exercisable for an aggregate of up to 428,572 shares of Common Stock.

As of each of December 31, 2025 and 2024 , there were 1,200,000 April 2024 RDO Placement Agent Warrants outstanding, which are currently exercisable for an aggregate of up to 34,286 shares of Common Stock.

December 2024 Registered Direct Offering

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On December 26, 2024, the December 2024 RDO Pre-Funded Warrants were exercised by the holder for total net proceeds of approximately $ 0.2 million .

As of December 31, 2024, there were 57,512,958 December 2024 RDO Common Warrants and 4,601,036 StockBlock Warrants outstanding.

On November 23, 2025, in connection with the November 2025 Warrant Inducement Agreement (as defined below), one of the investors exercised the December 2024 RDO Common Warrants in exchange for the November 2025 Warrants.

As of December 31, 2025 and 2024, there were December 2024 RDO Common Warrants outstanding, which are exercisable for an aggregate of up to 537,298 and 1,642,871 shares of Common Stock, respectively, and StockBlock Warrants outstanding which are exercisable for an aggregate of up to 131,472 shares of Common Stock.

Warrant Exercise Agreement

On September 30, 2025, the Company entered into a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) with certain holders (the “Existing Warrant Holders”) of the Company’s existing warrants to purchase shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) at an exercise price of $ 22.72 per share originally issued pursuant to that certain Securities Purchase Agreement, dated December 11, 2024, by and among the Company and the investors named therein (the “Existing December 2024 Warrants”).

Pursuant to the Warrant Exercise Agreements, the Existing Warrant Holders will exercise in full the Existing December 2024 Warrants for an aggregate of 179,236 shares of Common Stock and defer, for a deferral fee of $ 7.72 per share being exercised (the “Deferral Fee”), their right to receive an amortization payment scheduled to be paid by the Company on October 1, 2025, as set forth in the amortization schedule included in the Tranche B Notes issued to each Existing Warrant Holder and Oramed pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2024, by and among the Company and the investors party thereto (including the Existing Warrant Holders) in exchange for the Company’s agreement to issue new warrants to purchase an aggregate of 275,000 shares of Common Stock (the “September 2025 Warrants”) at an exercise price of $ 20.00 per share as described below.

The aggregate gross proceeds from the exercise of the Existing December 2024 Warrants, net of the Deferral Fee, is approximately $ 2.7 million.

The Company has agreed to use an aggregate of $ 2.5 million of the gross proceeds from the warrant exercises in connection with the repayment of such aggregate amounts outstanding under the Tranche B Notes, and the remaining proceeds from the exercise of the Existing December 2024 Warrants for general corporate purposes.

The September 2025 Warrants are immediately exercisable upon issuance.

The issuance of the September 2025 Warrants was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

The Company has agreed to file as soon as practicable (and in any event within 30 calendar days of the date of the Warrant Exercise Agreement) a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) registering under the Securities Act, the resale by the Existing Warrant Holders of the shares of Common Stock issuable upon exercise of the of the September 2025 Warrants or to include such shares of Common Stock in any other registration statement on Form S-3 filed by the Company.

Accordingly, on December 16, 2025, the Company filed a registration statement on Form S-1.

The September 2025 Warrants shall have an expiration date of December 13, 2029.

The Exercise Price of the September 2025 Warrants is subject to adjustment for any stock split, stock dividend, stock combination, recapitalization or similar event and is also subject to adjustment in connection with certain subsequent offerings at a per share price less than the exercise price of the September 2025 Warrants then in effect.

A holder of a September 2025 Warrant shall not have the right to exercise any portion of a September 2025 Warrant to the extent that, after giving effect to such exercise, the holder (together with certain related parties) would beneficially own in excess of 4.99 % (the “Maximum Percentage”) of shares of Common Stock outstanding immediately after giving effect to such exercise.

The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99 %, at the option of the holder, except that any increase will only be effective upon 61 days’ prior notice to the Company.

The September 2025 Warrants prohibit the Company from entering into specified fundamental transactions unless the successor entity (subject to certain exceptions) assumes all of the Company’s obligations under the September 2025 Warrants under a written agreement before the transaction is completed.

Upon specified corporate events, a September 2025 Warrant holder will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the September 2025 Warrant been exercised immediately prior to the applicable corporate event.

When there is a transaction involving specified changes of control, holders of September 2025 Warrants will have the right to force the Company to repurchase such holder’s September 2025 Warrant for a purchase price in cash equal to the Black Scholes value, as calculated under the September 2025 Warrants, of the then unexercised portion of the September 2025 Warrant.

As of December 31, 2025 , there were September 2025 Warrants outstanding, which are exercisable for an aggregate of up to 275,000 shares of Common Stock.

Warrant Inducement Agreement

On November 23, 2025, the Company entered into a Warrant Inducement Agreement (the “Warrant Inducement Agreement”) with an investor, pursuant to which the investor agreed to exercise all of their outstanding April 2024 RDO Common Warrants and December 2024 RDO Common Warrants (collectively, the “Original Warrants”) in exchange for (i) a reduction in the exercise prices from $ 38.50 per share and $ 22.72 per share, respectively, to $ 22.51 per share, and (ii) the issuance of a new unregistered warrant (the “November 2025 Investor Warrant”).

Because the amendments to the exercise price of the April 2024 RDO Common Warrants and December 2024 RDO Common Warrants resulted in an exercise price equal to the fair value of the Common Stock, the Company concluded that the substance of the transaction was an exchange of the Original Warrants for the November 2025 Investor Warrants as an inducement for the issuance of 904,396 shares of Common Stock at a purchase price equal to their fair value.

The impact of the warrant exchange, calculated as the difference between the fair value of the November 2025 Investor Warrants and the fair value of the Original Warrants resulted in a loss amounting to $ 6.3 million, which the Company recorded within the “Loss on settlement of liability classified instruments” in the statement of operations and comprehensive loss.

Upon the exercise of the Original Warrants, the Company received in cash $ 18.6 million , net of issuance costs.

The November 2025 Investor Warrants to purchase 1,356,594 shares of Common Stock have an exercise price of $ 29.00 per share, may be exercised on a cashless basis under certain circumstances, and have an expiration date of November 25, 2030 .

The Company accounted for November 2025 Investor Warrants as liability classified instruments.

As of December 31, 2025 , there were 1,356,594 shares of November 2025 Investor Warrants and 72,352 shares of November 2025 Placement Agent Warrants outstanding with an exercise price of $ 29.00 per share, may be exercised on a cashless basis under certain circumstances, which are exercisable for an aggregate of 1,428,946 shares of Common Stock and have an expiration date of November 25, 2030 .

Repricing Options

On December 11, 2025 (the “Repricing Date”), the Company’s stockholders approved a one-time repricing (the “Option Repricing”) of certain outstanding stock options held by 14 of the Company’s current employees.

The per-share exercise price of these options was reduced to $ 16.80 , the closing price of the Company’s common stock on the Nasdaq Capital Market on the Repricing Date (the “Repricing”).

The Option Repricing applied to certain stock options granted under the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”).

This included stock options with an original exercise price of $ 282.80 per share, representing an aggregate of 289,405 shares of common stock (the “Eligible Options”).

The Eligible Options were held by certain current employees, executive officers, and non-employee directors as of the Repricing Date.

Only options with an exercise price of $ 282.80 per share immediately prior to the Repricing were eligible to participate.

Except for the modification to the exercise price, the Eligible Options continue to be subject to their original terms and conditions, including the number of shares underlying the options, vesting schedules, and expiration dates.

The Option Repricing resulted in total incremental stock-based compensation expense of $ 2.4 million, which was calculated using the Black-Scholes option-pricing model.

For the year ended December 31, 2025, the Company recognized incremental stock-based compensation expense of $ 1.7 million related to repriced options.

As of December 31, 2025, there is $ 0.7 million of unrecognized incremental stock-based compensation expense related to the Option Repricing, which will be recognized over the remaining service period of approximately 1 year.

Stock Incentive and Employee Benefit Plan

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Equity Incentive Plan (the “Scilex Pharma 2017 Plan”).

In connection with the corporate reorganization in March 2019, the Scilex Pharma 2017 Plan was terminated.

In connection with the corporate reorganization in March 2019, the Scilex Pharma

2017 Plan was terminated.

Accordingly, after such time, no additional awards were granted under the Scilex Pharma 2017 Plan.

However, the 2017 Stock Option Plan will continue to govern outstanding awards granted thereunder.

Scilex Holding Company 2019 Stock Option Plan

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In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”).

As of December 31, 2024 , a total of 20,208,843 shares of Common Stock were available and have been reserved for future issuance under the Equity Incentive Plan, which number of shares accounts for the automatic annual increase on January 1, 2024 pursuant to the Equity Incentive Plan.

As of December 31, 2025 , a total of 1,059,347 shares of Common Stock were available and have been reserved for future issuance under the Equity Incentive Plan.

Scilex Holding Company 2023 Inducement Plan

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The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2025 and 2024 was $ 11.57 and $ 23.49 per share, respectively.

The total intrinsic values of options exercised during the years ended December 31, 2024 and 2023 were $ 47.3 thousand and $ 1.1 million, respectively.

No options were exercised during the year ended December 31, 2025.

The total intrinsic values of options exercised during the year ended December 31, 2024 were $ 47.3 thousand.

The maximum term of options granted under each of the equity incentive plans is ten years.

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The purchase price of the Common Stock is equal to 85 % of the lesser of the market value of such shares at the beginning of an offering period or the date of purchase.

As of December 31, 2024 , the total

number of shares of Common Stock that may be issued under the ESPP shall not exceed 4,476,601 , which was increased from 2,875,759 shares as a result of automatic annual increase on January 1, 2024.

Total stock-based compensation recorded as operating expense for the ESPP was $ 242.8 thousand and $ 21.0 thousand for the years ended December 31, 2024 and 2023, respectively.

There were 334,326 and nil shares of Common Stock issued under the ESPP during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2025, the total number of shares of Common Stock that may be issued under the ESPP shall not exceed 170,575 , which was increased from 127,903 shares as a result of automatic annual increase on January 1, 2025.

Total stock-based compensation recorded as operating expense for the ESPP was $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

There were 5,497 and 334,326 shares of Common Stock issued under the ESPP d uring the years ended December 31, 2025 and 2024, respectively.

Valuation Assumptions

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The NSOs were granted on August 30, 2024 and expire on August 30, 2034.

No expense was recorded in connection with the NSOs as of December 31, 2024, as until the date on which all payments and all obligations under the Oramed Note have been paid in full in cash, such options will not be or become exercisable, eligible for exchange, redemption or repurchase, eligible to participate in any dividends or distributions or have any voting rights in respect of the Company or any of its current or future subsidiaries of the Company, and following the closing of the transactions contemplated by the Semnur Business Combination Agreement, the Company, Denali or any of their respective current and future subsidiaries, successors and assigns.

No expense was recorded in connection with the NSOs as of December 31, 2025, as until the date on which all payments and all obligations under the Oramed Note have been paid in full in cash, such options will not be or become exercisable, eligible for exchange, redemption or repurchase, eligible to participate in any dividends or distributions or have any voting rights in respect of the Company or any of its current or future subsidiaries of the Company, and

following the closing of the transactions contemplated by the Semnur Business Combination Agreement, the Company, Denali or any of their respective current and future subsidiaries, successors and assigns.

Employee Benefit Plan

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Under the 2023 SIA, the Company issued 114,286 shares of Common Stock to the law firm.

On July 1, 2024, the Company entered into another Stock Issuance Agreement (the “2024 SIA”)

with the same law firm for the provision of legal services to the Company.

On July 1, 2024, the Company entered into another Stock Issuance Agreement (the “2024 SIA”) with the same law firm for the provision of legal services to the Company.

Under the 2024 SIA, the Company issued 285,714 shares of Common Stock to the same law firm.

On July 22, 2025, Legacy Semnur entered into a stock issuance agreement with the law firm named therein pursuant to which the law firm was issued 10,000,000 shares of Legacy Semnur common stock as a retainer for legal services and payment for prior services.

Upon the closing of the Semnur Business Combination, the shares were exchanged for 12,500,000 shares (i.e., the then-existing 10,000,000 shares of Legacy common stock multiplied by the Exchange ratio) of Semnur common stock.

All such shares are held by the law firm as collateral for current and future outstanding legal fees due from the Company (the “Retainer Shares”).

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As of December 31, 2025 , it was no t probable that any of the Retainer Shares would be applied against any outstanding legal fees.

Variable Interest Entities

Vivasor Business Combination

As a result, the Company consolidated VHC as of the VHC Transaction Date.

The Company will reassess its primary beneficiary status and VIE conclusion for VHC upon the occurrence of any reconsideration events.

Scilex Bio, Inc.

On April 17, 2025, the Company established a majority and controlling interest in Scilex Bio, a newly formed legal entity created to develop and commercialize KDS2010, a next-generation reversible MAO-B Inhibitor, a novel inhibitor of aberrant GABA production in reactive astrocytes for the treatment of obesity and neurodegenerative diseases including Alzheimer’s disease in the United States.

At formation, the Company contributed 5,000,000 shares of common stock, par value $ 0.00001 per share, of Semnur (the “Semnur Common Stock”) to Scilex Bio in exchange for a 60 % equity interest.

IPMC Company (“IPMC”) made certain representations to Scilex Bio regarding its rights in certain license and commercialization rights to KDS2010 and agreed to contribute such rights to Scilex Bio in exchange for a 40 % equity interest.

The Company evaluated Scilex Bio under the variable interest entity (“VIE”) model in accordance with ASC 810 and concluded that Scilex Bio is a VIE because it lacked sufficient equity at risk to finance its activities without additional subordinated support.

Due to the Company’s power to direct key activities through its majority board representation and its significant economic exposure through its 60 % equity interest, it was determined that the Company was the primary beneficiary of Scilex Bio.

As a result, the Company consolidated Scilex Bio beginning on the formation date.

The Company further concluded that Scilex Bio did not meet the definition of a business under ASC 805, Business Combinations .

Therefore, the transaction was accounted for as an asset acquisition under ASC 805-50.

As the shares of Semnur Common Stock were contributed by the Company (the parent) to an entity under common control, they were recorded at their historical carrying value of $ 0 in the consolidated financial statements.

The KDS2010 license rights contributed by IPMC were recorded at 40 % of their estimated fair value of $ 9.4 million for $ 4.9 million and immediately expensed as in-process research and development (“IPR&D”) in accordance with ASC 730, Research and Development , as the contributed IP had no alternative future use.

A current liability of $ 1.1 million was also recognized for the initial upfront payment due under the licensing arrangement (further discussed below).

Additionally, the Company recorded $ 1.9 million in additional paid-in capital as a capital contribution.

For the twelve months ended December 31, 2025 , net loss from Scilex Bio attributable to the noncontrolling interest was $ 2.1 million.

As of December 31, 2025, Scilex Bio had not commenced revenue-generating operations and remains focused on early-stage development efforts for KDS2010.

The Company will reassess its primary beneficiary status and the VIE conclusion for Scilex Bio upon the occurrence of any reconsideration events.

In connection with the formation of Scilex Bio, on April 17, 2025, the entity entered into a license agreement with IPMC and NeuroBioGen Company (“NBG”), under which it obtained exclusive rights to develop and commercialize KDS2010 globally, except for Korea.

Under the terms of the agreement, Scilex Bio may be required to make aggregate payments of up to KRW 6.5 trillion (approximately $ 4.8 billion) to NBG, consisting of an upfront fee of KRW 1.5 billion (approximately $ 1.1 million), and KRW 68.5 billion (approximately $ 50.7 million) contingent upon the achievement of specified development, regulatory and commercial milestones.

Scilex Bio is also required to pay royalties equal to 5 % of net sales of licensed products, payable quarterly until the expiration of the last-to-expire licensed patent.

Aggregate payments to NBG are capped at KRW 6.5 trillion (approximately $ 4.8 billion).

As of December 31, 2025 , only the first tranche of the upfront fee (KRW 1.5 billion or approximately $ 1.1 million) had become payable, subject to the satisfaction of certain obligations on the part of NBG, and was recorded as a current liability.

On September 22, 2025, the Company’s majority owned subsidiary Semnur completed the Semnur Business Combination Agreement (see Note 3).

Semnur is the Company’s majority owned clinical late-stage pharmaceutical company focused on the development and commercialization of SEMDEXA.

The Semnur Business Combination was accounted for as a reverse recapitalization.

Because the Company controlled Semnur before the Business Combination and also controls Semnur following the Semnur Business Combination, Denali was treated as the “acquired” company for financial reporting purposes.

Accordingly, the Semnur Business Combination was treated as the equivalent of Semnur issuing stock for the net assets of Denali, accompanied by a recapitalization whereby the net assets of Denali will be stated at historical cost and no goodwill or other intangible assets are recorded.

Due to the changes in ownership structure related to the above transactions, the Company reevaluated Semnur under the VIE model in accordance with ASC 810.

The Company concluded that Semnur is a VIE because it lacked sufficient equity at risk to finance its activities without additional subordinated support.

Due to the Company’s power to direct key activities through its majority board representation and its significant economic exposure, it was determined that the Company was the primary beneficiary of Semnur.

As a result, the Company continues to consolidate Semnur and records the interest that the Company does not own as noncontrolling interest in the consolidated financial statements.

The Company’s consolidated balance sheet at December 31, 2025 includes balances for Semnur of $ 20.0 thousand for cash and cash equivalents, $ 0.8 million property and equipment, net, $ 5.9 million accounts payable, $ 0.7 million accrued expenses, and $ 3.5 million note payable.

For the twelve months ended December 31, 2025 , net loss from Semnur attributable to the noncontrolling interest was $ 1.4 million.

Commitments and Contingencies

Securities Purchase Agreement (the “PIPE SPA”)

On August 20, 2025, the Company and Legacy Semnur entered into the PIPE SPA with the investor named therein, pursuant to which the investor agreed to purchase 1,250,000 shares of Common Stock at a price of $ 16.00 per share, for an aggregate purchase price of $ 20.0 million following the consummation of the Business Combination.

On September 22, 2025, the PIPE SPA was amended to provide that unless such agreement was terminated pursuant to its terms (or otherwise by mutual agreement of the parties thereto), the closing of the transactions contemplated thereby would occur not later than the 14th business day following the closing of the Business Combination, subject to the satisfaction or waiver of the closing conditions set forth therein.

As of December 31, 2025, the transaction has not closed and accordingly, the shares have not been issued and the funds have not been received.

As the transaction did not close on or before December 31, 2025, the nonbreaching party has an option to terminate the PIPE SPA without liability.

Additionally, in connection with the PIPE SPA, we are obligated to pay a cash financing service fee of 7 % of the received investment funds.

Product Development Agreement

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Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments between 25 % and 35 % to the Developers based on net profits .

For each of the years ended December 31, 2024 and 2023, Scilex Pharma made royalty payments in the amount of $ 8.3 million .

For each of the years ended December 31, 2025 and 2024, Scilex Pharma made royalty payments in the amount of $ 6.3 million and $ 8.3 million , respectively.

As of December 31, 2025 and 2024, Scilex Pharma had ending balances of accrued royalty payables of $ 2.1 million and $ 4.0 million , respectively.

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In addition, the agreement provides additional terms regarding the calculation and amount of marketing expenses that may be deducted from net sales for purposes of determining the amount of net profit under the Product Development Agreement.

Sales Operations Services

In November 2014, Scilex Pharma entered into a project agreement with a vendor, pursuant to which the vendor has agreed to perform certain services in accordance with written work orders, which was subsequently superseded by a new project agreement entered into in May 2025 (the “Project Agreement”).

In connection with the detailing services, the Project Agreement provides that the vendor will provide Scilex Pharma with full-time sales representatives who shall detail the Product by making calls pursuant to a call plan on targets.

In connection with the sales operation services, the vendor will provide certain services required for the initial implementation and ongoing operation of the sales force.

In May 2025, Scilex Pharma and the vendor entered into a work order in which the parties agreed to convert substantially all of the sales representatives allocated under the Project Agreement to become employees of the vendor.

The work order shall be in effect and remain in effect until the thirty-six months anniversary of the Deployment Date, as set forth in accordance with the terms of the Project Agreement, which is June 3, 2025, or until terminated in accordance with the terms of the Project Agreement or unless extended as provided therein (the “Term”).

The Term may be extended for additional periods of one (1) year (each, an “Additional Term”) upon the mutual written agreement of the parties not less than sixty (60) days before the end of the Term or any Additional Term.

Scilex Pharma paid a one-time implementation fee of $ 72 thousand associated with the operational setup and the recruiting of the sales representatives and will pay fixed monthly fee of $ 1.2 million for year one and $ 1.3 million for each of year two and year three.

Pursuant to the terms set forth in the Project Agreement, either party may terminate this work order without cause upon ninety (90) days prior written notice to the other party;

provided, however, that such termination by Scilex Pharma may not occur prior to the twelve (12) month anniversary of the Deployment Date.

PA OPS Investment Agreement

In August 2025, Scilex Bio entered into an Investment Commitment Agreement (the “Investment Agreement”) with PA OPS Investor LLC (“Investor LLC”).

Accordingly, the Company concluded that, in substance, the transaction does not represent a loan.

In August 2025, the LLC acquired the Target which consists of certain assets of a nursing home.

However, as the Company is yet to provide the full funding of the Committed Amount, the Company has no ownership interest in the LLC or in the nursing home as of December 31, 2025.

On December 31, 2025 , the Company made $ 1.0 million in cash (the "Funding") payment to Investor LLC out of the the Committed Amount of $ 2.5 million, this funding was treated as a partial repayment of the Loan, therefore, no equity ownership was granted to Scliex, as the Target has already been acquired, the Funding is no longer subject to a refund.

The Company consider the consolidation models provided in ASC 810 to determine if the Company should consolidate Investor LLC as of December 31, 2025 and concluded that the Funding meets the definition of a VIE but are not in scope of ASC 810, as the Company has not yet received any equity ownership in the Investor LLC, does not hold a board seat, does not have the power to direct Investor LLC's significant activities and it does not have an obligation to absorb any of the VIE's losses, or rights to receive any benefits from the VIE, further, the Company assess and concludes it does not meet the definition of a derivative under ASC 815.

As of December 31, 2025, the Company accounted for the Funding as an equity security under ASC 321 as it provides the Company with the right to acquire equity ownership in the future at a fixed price through the payment of the remaining Committed Amount.

The Company recorded the Funding in equity investment

in the Company balance sheet at cost, net of any impairment, as the Funding was provided close to the balance sheet date, there were no indicators of impairment as of December 31, 2025.

In the normal course of business, the Company may be named as a defendant in one or more lawsuits.

Other than the following four lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations.

Other than the following three lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations.

From time to time the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business.

Sanofi-Aventis U.S.

LLC and Hisamitsu America, Inc.

On February 23, 2021, the Company filed an action (the “OTC Action”) in the U.S.

District Court for the Northern District of California against Sanofi-Aventis U.S.

LLC and Hisamitsu America, Inc., two manufacturers of over-the-counter (“OTC”) lidocaine patch products, alleging, among other things, false and deceptive advertising and unfair competition under the Lanham Act and California state laws by those companies regarding their respective OTC patch products.

This lawsuit sought, among other relief, damages and an injunction enjoining the defendants from continuing to make false or misleading statements of fact about their respective OTC lidocaine patch products.

The defendants filed motions to dismiss, which narrowed slightly the Company’s claims, but which motions the court largely rejected.

Discovery proceeded.

On January 26 and February 2, 2024, Scilex Pharma entered into two separate settlement agreements and mutual releases with the two manufacturers that resolved the OTC Action.

The terms of those agreements are confidential.

The Company evaluates each matter and assesses its potential financial exposure.

If the potential loss from a legal proceeding is considered probable and the amount can be reasonably estimated, the Company records an accrual for the estimated loss.

Because the outcome of legal proceedings is inherently uncertain, significant judgment is required in assessing the likelihood of a loss and whether the amount is reasonably estimable.

The Company’s assessments and any recorded accruals are based on information available at the time of evaluation.

As additional information becomes available, the Company re-evaluates its estimates and may adjust recorded liabilities accordingly.

Former Employee Action

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Mack, and litigation against him remains ongoing.

The court has requested additional oral argument on the topic of remedies against Mr.

Mack, which argument occurred on November 15, 2024.

The parties are awaiting a final judgment from the court.

The Court requested further briefing on the remedies solely as to the remaining defendant, Mr.

The parties filed further briefing and then presented oral argument on November 15, 2024.

The Court’s issued its decision on damages as to Mr.

Mack on July 31, 2025, crediting Mr.

Mack for settlement amounts previously paid to Plaintiffs by Virpax, on the count for which Mr.

Mack was found liable, and assessing costs against Mr.

Mack for one-third of Plaintiffs’ attorneys fees.

On April 2, 2026, the Court entered an order awarding Plaintiffs more than $5.3 million in attorneys fees to be paid by Mr.

The parties are awaiting the entry of final judgment.

ZTlido Patent Litigation

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(together, “Apotex”) in the U.S.

District Court for the Southern District of Florida (the “ZTlido Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the “ZTlido Patents”).

District Court for the Southern District of Florida (the “ZTlido

Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the “ZTlido Patents”).

The ZTlido Patent Litigation was initiated following the submission by Apotex, in accordance with the procedures set out in the Hatch-Waxman Act, of an abbreviated new drug application (“ANDA”).

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District Court for the Southern District of Florida decision described below.

However, to our knowledge, Aveva has not received FDA approval for

any generic version of ZTlido.

Aveva received FDA approval for any generic version of ZTlido on March 25, 2025.

The two Apotex entities were dismissed from the litigation without prejudice, as they no longer had an interest in the generic product that Aveva seeks to market.

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District Court for the Southern District of Florida on September 25, 2024.

GLOPERBA Patent Litigation

On November 6, 2023, Takeda Pharmaceuticals U.S.A., Inc.

(“Takeda”) filed a complaint against the Company in the U.S.

District Court for the District of Delaware (the “GLOPERBA Patent Litigation”) alleging that the Company’s filing with the FDA of an application for approval of a proposed revision to the product label for its GLOPERBA product infringed certain Orange Book listed patents covering Takeda’s colchicine product, Colcrys ® (the “Colcrys Patents”).

Takeda sought an order that the effective date of any FDA approval of the Company’s labeling revision be no earlier than the expiration date of the asserted patents listed in the Orange Book, and such further and other relief as the court may deem appropriate.

The Company had previously accrued $ 0.5 million with respect to the GLOPERBA Patent Litigation.

On March 7, 2024, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Takeda to resolve the action and entered into a license agreement with Takeda pursuant to which Takeda granted a non-exclusive license to the Company and its affiliates of certain patents owned by Takeda.

The terms of those agreements are confidential.

The Settlement Agreement was subject to review by the Federal Trade Commission and the U.S.

Department of Justice, neither of which objected during the review period.

After the expiration of the review period, the U.S.

District Court for the District of Delaware entered a final consent judgment on May 3, 2024.

Briefing by the parties has been completed.

Oral argument is scheduled for May 11, 2026.

Former Employees Litigation

On November 3, 2023, four former employees of the Company filed a complaint in California Superior Court in San Diego County, consisting of claims for back compensation that they allege were promised but not paid to them.

The Company investigated those claims, conducted and responded to discovery, and vigorously contested this lawsuit.

The parties concluded a settlement of all claims on June 2, 2025, the terms of which are confidential.

Sorrento Equity Holders Litigation

On April 3, 2026, a complaint was filed in the United States District Court for the Southern District of California captioned Mevi et al.

Ji et al., Case No.

3:26-cv-02113-DMS-DEB.

The plaintiffs are former equity holders of Sorrento and have named as defendants, among others, the Company and Semnur.

The complaint alleges, among other things, wrongful conduct relating to Sorrento’s bankruptcy proceedings and subsequent transactions involving Sorrento’s assets, and asserts claims including aiding and abetting breach of fiduciary duty and violation of California Penal Code Section 496.

The complaint seeks unspecified compensatory damages, treble damages, disgorgement, punitive damages, attorneys’ fees, costs, and other relief.

The Company intends to defend the action vigorously.

At this time, the Company cannot predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.

Operating Leases

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As of December 31, 2025, the Company’s leases have remaining lease terms of approximately 10.2 years.

Th e terms of the Company’s leases, ranging from 3 to 5 years, include extension options that were not reasonably certain to be exercised.

Th e terms of the Company’s leases, ranging from 1 to 13 years, include extension options that were reasonably certain to be exercised.

Many of the Company’s leases are subject to variable lease payments.

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As of December 31, 2025 , the Company has no finance leases .

In April 2023, the Company modified the lease term for its principal executive offices located in Palo Alto, California.

The modification extended the lease term for an additional three years, with the lease term expiring in September 2027.

As a result of the modification, the Company recognized additional ROU assets and corresponding lease liabilities of $ 2.5 million .

Lease expense was $ 1.0 million and $ 1.1 million for the years ended December 31, 2024 and 2023, respectively, and was primarily comprised of operating lease costs.

Lease expense was $ 1.2 million and $ 1.0 million for the years ended December 31, 2025 and December 31, 2024, respectively, and was primarily comprised of operating lease costs.

The lease expense also included variable lease costs and sublease income, which were immaterial for the periods presented.

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Lease liability, net of current portion

Total loss before income taxes for the years ended December 31, 2024 and 2023 did not include a foreign component.

The components of the provision (benefit) expense were as follows for the years ended December 31, 2025 and 2024 (in thousands):

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Total income tax (benefit) expense from continuing operations

The reconciliation between U.S.

federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2025 (in thousands):

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows (in thousands, except for percentages):

Year Ended December 31, 2025

federal statutory tax rate

Foreign tax effects

Statutory tax rate difference between Foreign and United States

State taxes, net of federal benefit

Changes in valuation allowances

Nontaxable or nondeductible items

Gain on sale of Semnur 12.5Mn shares

Gain or Loss on Derivative Liability

Revaluation of Oramed notes & Tranch B Notes

Despac Issuance Cost

Consulting & Legal expenses related to Cryptos

Goodwill impairment

Changes in unrecognized tax benefits

Other adjustments

Provision for income tax

The reconciliation of taxes at the federal statutory rate to the provision for (benefit from) income taxes for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in thousands):

Year Ended December 31,

Income tax benefit at federal statutory rate

Valuation allowance

Compensation expense

Acquisition related charges

Prior year true-up and carryback

State, net of federal tax benefit

Change in fair value of Convertible Debentures

Change in tax rates

Income tax (benefit) expense

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows (in thousands)

Total cash paid for income taxes, net of refunds

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Net operating loss carryforwards

Total Net operating loss carryforwards

Debt related interest

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Operating lease liabilities

Outside basis difference - investment in subsidiaries

Investment in digital asset

Total deferred tax assets

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Intangible assets

Investment in Datavault shares - equity method investment

Operating lease right-of-use assets

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Net deferred tax liabilities

The reconciliation between U.S.

federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2024 and 2023 (in thousands):

Year Ended December 31,

Income tax benefit at federal statutory rate

Valuation allowance

Compensation expense

Acquisition related charges

Prior year true-up and carryback

State, net of federal tax benefit

Change in fair value of Convertible Debentures

Change in tax rates

Income tax (benefit) expense

The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized.

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Realization of the deferred tax assets will be primarily dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses.

As of December 31, 2024, the Company had $ 336.5 million and $ 248.2 million of federal and state net operating loss carryforwards, respectively.

The net operating loss carryforwards begin to expire in 2033 for both federal and state.

As of December 31, 2024, the Company had a total of $ 313.5 million of federal net operating losses that have an indefinite life and will not expire, and had federal research and development income tax credits of $ 3.7 million which will begin to expire in 2034 .

The valuation allowance is $ 113.7 million as of December 31, 2024, and $ 111.4 million as of December 31, 2025 .

The valuation allowance decreases by $ 2.3 million during the year ended December 31, 2025.

As of December 31, 2025, the Company had a federal net operating loss carryforward of approximately $ 345.8 million , of which approximately $ 14.7 million will begin to expire in 2033 for federal tax purposes, and approximately $ 331.1 million in federal net operating losses carryforward can be carried forward indefinitely.

While these federal net operating loss (“NOL”) do not expire, the Tax Cuts & Jobs Act of 2017 limits the amount of federal net operating loss utilized each year after December 31, 2017, to 80 % of taxable income.

As of December 31, 2025, the Company has a state net operating loss carryforward of approximately $ 250.5 million .

As of December 31, 2025 , the Company had a foreign net operating loss carryforward of approximately $ 38.1 million for the Vivasor China entities.

As of December 31, 2025, the Company had federal research and development income tax credits of $ 3.4 million which will begin to expire in 2033 .

As of December 31, 2025, the Company had California research and development income tax credits of $ 1.9 million that have an indefinite life and will not expire.

Internal Revenue Code Section 382 rules apply to limit a corporation’s ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382.

For the years ended December 31, 2024 and 2023, there was no impact of such limitations on the Company’s income tax provision.

Pursuant to Internal Revenue Code Section 38, a corporation’s ability to utilize its NOL and tax credit carryforwards may be subject to annual limitations in the event of an ownership change, as defined under Section 382.

The Company has not performed a Section 382 ownership change analysis for periods subsequent to December 31, 2022.

Management has been advised to undertake a Section 382 study for the period from 2023 through 2025;

such analysis is currently in progress.

Utilization of pre-2020 NOLs has been carried out in accordance with the limitations established in the prior study performed.

The Company is subject to taxation in U.S.

federal and state tax jurisdictions.

All of the Company’s tax years will remain open for three years for examination by the federal and state tax authorities from the date of utilizations of net operating loss.

There are no active tax compliance audits as of December 31, 2024.

The Company has incurred net operating losses since inception.

Accordingly, all tax years remain open to examination by taxing authorities to the extent of net operating losses carried forward and utilized in future periods.

Upon utilization, the statute of limitations will remain open for examination for three years from the date of utilization.

There are no active tax examinations as of December 31, 2025.

During the year ended December 31, 2025, Semnur ceased to be a member of the consolidated federal income tax group of the Company due to a reduction in ownership below the threshold required under Internal Revenue Code Section 1504.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended December 31, 2025 and 2024 (in thousands):

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Year Ended December 31,

Premium on redemption of Series A Preferred Stock

Net loss attributable to noncontrolling interest

Deemed dividend for anti-dilution adjustments to Oramed Penny Warrants upon reverse stock-split

Net loss for basic loss per share available to common stockholders

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In the computation of net loss per share, treasury shares are not included as part of the outstanding shares.

Shares of the Dividend Stock, as declared by the Board of Directors of the Company on October 27, 2024 and not yet distributed

as of December 31, 2024, are also excluded from the computation of net loss per share because the associated Series 1 Preferred Stock is not considered to be a participating security.

Shares of the Dividend Stock, as declared by the Board of Directors of the Company on October 27, 2024 and not yet distributed as of December 31, 2024, are also excluded from the computation of net loss per share because the associated Series 1 Preferred Stock is not considered to be a participating security.

The Closing Penny Warrants become exercisable upon the passage of time and are included in basic and diluted net income (loss) per share from the closing date of September 21, 2023.

The Subsequent Penny Warrants became vested during the year ended December 31, 2024, and therefore are included in the computation for basic and diluted net income per share as of December 31, 2024, since all other exercise contingencies were removed except for the passage of time.

The Subsequent Penny Warrants to purchase up to an aggregate of 8,500,000 shares of Common Stock were not vested as of the closing date of September 21, 2023 and the vesting was based on the passage of time, the Company’s repayment of the Oramed Note or the occurrence of the Management Sale Trigger Date (as defined therein), therefore are included in the computation for basic and diluted net income per share once all other exercise contingencies were removed except for the passage of time.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:

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February 2024 BDO Firm Warrants

February 2024 BDO Representative Warrants

April 2024 RDO Placement Agent Warrants

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Private Warrants

February 2024 BDO Representative Warrants

Shares Issuable pursuant to the ESPP

Shares issuable under the SIPA

Convertible Debentures

Deposit Warrants

October 2024 Noteholder Warrants

October 2024 Placement Agent Warrants

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Shares issuable under Tranche B Notes

Exchange Warrants

September 2025 Warrants

November 2025 Warrants

November 2025 Placement Agent Warrants

Subsequent Events

Deferral and Consent under Tranche B Senior Secured Convertible Note

Pursuant to the Tranche B Notes, commencing on January 2, 2025 (the “First Amortization Payment Date”), the Company is required to redeem in cash (the “First Amortization Payment”) such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder’s Holder Pro Rata Amount (as defined in the Tranche B Notes) of $ 6,250,000 per fiscal quarter at a redemption price equal to 100 % of such Amortization Amount (as defined in the Tranche B Notes).

On January 2, 2025, the Company entered into a deferral and consent letter with each of (i) Nomis Bay Ltd and BPY Limited (the “Nomis Bay Consent”), (ii) Oramed (the “Oramed Consent”) and (iii) 3i, LP (the “3i Consent” and, together with the Nomis Bay Consent and the Oramed Consent, the “Tranche B Consents”), respectively, pursuant to which the Tranche B Noteholders agreed to defer the Company’s obligation to make the First Amortization Payment until January 31, 2025.

In consideration of such deferral, and to limit the Tranche B Noteholders’ right to exercise certain secured creditor remedies (including recourse against the assets of SCLX JV as a grantor under the Security Agreement (as defined in the Tranche B Consents)), SCLX JV delivered to the Tranche B Noteholders (or their designee) by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 5,000,000 Scilex Shares held by SCLX JV, of which 2,500,000 shares were delivered to Oramed, 720,000 shares were delivered to BPY Limited, 1,280,000 shares were delivered to Nomis Bay Ltd, and 500,000 shares were delivered to 3i, LP.

In addition, pursuant to the Tranche B Consents, effective as of the latest of (i) the time of execution and delivery of the Tranche B Consents, (ii) the time of the delivery of the Scilex Shares and (iii) the time of grant of the Royalty and Exclusive Rights (each as defined in, and contemplated pursuant to, the Term Sheet that is an exhibit to the Tranche B Consents (the “Term Sheet”)), the Tranche B Noteholders agreed to further defer the Company’s obligation to make the First Amortization Payment until October 8, 2026, provided that, as contemplated in the Term Sheet, the Company pays an aggregate of $ 1.1 million in respect of a portion of the First Amortization Payment and related make-whole interest (which amount has been paid).

The Term Sheet provides that the Company and the Tranche B Noteholders would enter into an agreement pursuant to which the Tranche B Noteholders shall collectively receive a 10 year, assignable, freely transferable, 4 % royalty on the worldwide Net Sales (as defined therein) of GLOPERBA and ELYXYB, excluding sales of ELYXYB in Canada.

Please see section below titled “Gloperba and Elyxyb Royalty Purchase Agreement” for a description of such royalty agreement entered into by us.

Amendment to Senior Secured Note

On January 21, 2025, the Company entered into an amendment letter with Oramed (the “Oramed Amendment”), pursuant to which, among other things, Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from March 21, 2025 to December 31, 2025.

In consideration of such extension, SCLX JV agreed to deliver to Oramed an aggregate of 3,250,000 shares of Common Stock held by SCLX JV.

ZTlido Rest of World License Agreement

On February 22, 2025 (the “ Lido Effective Date ”), Scilex Pharma entered into a License Agreement (the “ Lido License Agreement ”) with RoyaltyVest Ltd.

(the “Licensee”) with respect to services, compositions, products, dosages and formulations comprising lidocaine that have been or are later developed by or on behalf of Scilex Pharma, including the product and any future product defined as a “Product” under Scilex Pharma’s existing (i) Product Development Agreement, dated as of May 11, 2011, with Oishi and Itochu, as amended, and (ii) the associated Commercial Supply Agreement, dated February 16, 2017, between Scilex Pharma, Oishi and Itochu, as amended, which include (a) ZTlido (lidocaine topical system) 1.8 %, including the composition of matter with the NDC 69557-111-30 and (b) SP-103 (collectively, the “ Lido Product ”).

The Lido License Agreement supersedes and replaces the that certain Rest of World License Term Sheet parties entered into on October 8, 2024.

The Licensee granted to Scilex Pharma a non-exclusive, non-transferable, right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the Licensor Territory (as defined therein), to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Lido Product for commercialization of Lido Products in the Licensor Territory in the Field (each as defined therein), and (ii) worldwide, to develop and manufacture Lido Product for commercialization in the Licensor Territory in the Field (each as defined therein).

Promptly after the Lido Effective Date, Scilex Pharma is required to (i) facilitate an introduction between Oishi, Itochu, and the Licensee, and (ii) use reasonable efforts to cause each of Oishi and Itochu to accept a direct engagement

with the Licensee for the manufacturing or supply of the Lido Product in finished dosage form.

In addition, Scilex Pharma agreed to appoint the Licensee as its exclusive distributor of the Lido Product in the Licensee Territory during the Lido License Term.

Parent Guarantee for Lido License Agreement

On February 22, 2025, in connection with Lido License Agreement, the Company entered into that certain Parent Guarantee for Lidocaine License Agreement (the “ Parent Guarantee ”) with the Licensee, pursuant to which the Company agreed to guarantee the due and proper performance of Scilex Pharma’s obligations under the Lido License Agreement on the terms and conditions set forth in the Parent Guarantee.

Pursuant to the terms of the Parent Guarantee, the Company shall provide the Licensee with written notice of any Change of Control (as defined therein) of Scilex Pharma within five business days after the consummation of such Change of Control, and the Parent Guarantee and the guarantee obligations shall automatically terminate upon the consummation of such Change of Control.

Gloperba-Elyxyb Royalty Purchase Agreement

As contemplated by the Term Sheet in respect of the Royalty and Exclusive Rights described therein, on February 28, 2025 (the “Gloperba-Elyxyb Closing Date”), the Company entered into a Purchase and Sale Agreement (the “Gloperba-Elyxyb Royalty Purchase Agreement”) with Scilex Pharma, certain institutional investors (collectively, the “Gloperba-Elyxyb Royalty Investors”) and Oramed (together with the Gloperba-Elyxyb Royalty Investors, the “Gloperba-Elyxyb RPA Purchasers”).

Pursuant to the Gloperba-Elyxyb Royalty Purchase Agreement, Scilex Pharma sold to the Gloperba-Elyxyb RPA Purchasers the right to receive 4 % of all aggregate net sales worldwide (the “Gloperba-Elyxyb Purchased Receivables”) with respect to Gloperba, Elyxyb, and any related, improved, successor, replacement and/or varying dosage forms of the foregoing (the “Gloperba-Elyxyb Covered Products”).

dollars to such Gloperba-Elyxyb RPA Purchaser’s account such Gloperba-Elyxyb RPA Purchaser’s Specified Percentage (as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) of the Covered Product Revenue Payments (each as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) for each calendar quarter (commencing with the calendar quarter beginning January 1, 2025) promptly, but in any event no later than 60 calendar days after the end of each calendar quarter.

The Gloperba-Elyxyb Royalty Purchase Agreement shall terminate six months following receipt by the Gloperba-Elyxyb RPA Purchasers of all payments of the Purchased Receivables to which each Gloperba-Elyxyb RPA Purchaser is entitled during the Payment Term.

Royalty Security Agreement

Pursuant to the terms of the Gloperba-Elyxyb Royalty Purchase Agreement, the Company entered into a Security Agreement with Scilex Pharma and the collateral agent (as identified therein) for the benefit of the Gloperba-Elyxyb RPA Purchasers, dated as of February 28, 2025 (the “Gloperba-Elyxyb Royalty Security Agreement”).

Under the Gloperba-Elyxyb Royalty Security Agreement, each of our and Scilex Pharma’s due performance and payment under the Gloperba-Elyxyb Royalty Purchase Agreement is secured by certain collateral, including a collection account and certain material contracts, intellectual property rights and regulatory approvals, in each case related to the Gloperba-Elyxyb Covered Products.

Subordination Agreement

In connection with the Gloperba-Elyxyb Royalty Purchase Agreement and the Gloperba-Elyxyb Royalty Security Agreement, the Company entered into that certain Subordination Agreement, dated as of February 28, 2025 (the “Gloperba-Elyxyb Subordination Agreement”), by and among the Company, Scilex Pharma the Gloperba-Elyxyb RPA Purchasers and the Note Agent (each as defined in the Subordination Agreement).

Pursuant to the Gloperba-Elyxyb Subordination Agreement, the parties agreed that all obligations, liabilities and indebtedness under the Gloperba-Elyxyb Royalty Purchase Agreement are secured by first priority liens on the collateral under the Gloperba-Elyxyb Royalty Security Agreement (the “Gloperba-Elyxyb Royalty Collateral”) and the Note Agent’s lien on the Gloperba-Elyxyb Royalty Collateral is subordinated and becomes a second priority lien.

Amendment No.

1 to ZTlido Royalty Purchase Agreement

On February 28, 2025, the Company and Scilex Pharma entered into an Amendment No.

1 to Purchase and Sale Agreement (the “ZTlido Royalty Amendment”) with the purchasers (the “ZTlido Royalty Purchasers”) under that certain Purchase and Sale Agreement, dated as of October 8, 2024 (the “ZTlido Royalty Purchase Agreement”).

Pursuant to the Royalty Amendment, the Company and Scilex Pharma may assign their respective rights or delegate their respective obligations under the ZTlido Royalty Purchase Agreement without the prior written consent of the Purchasers if the Company receives a commitment, contingent upon an asset purchase of Covered Products (as defined in the ZTlido Royalty Purchase Agreement), that would allow the Company to pay in full all obligations owed under the Debt Instruments (as defined therein), provided that such purchaser of Covered Products agrees to assume all of the obligations of the Company and Scilex Pharma under the ZTlido Royalty Purchase Agreement.

Gloperba Rest of World License Agreement

On February 28, 2025 (the “Effective Date”), the Company entered into a License Agreement (the “Gloperba License Agreement”) with Scilex Pharma and the Licensee with respect to (i) services, compositions, products, dosages and formulations comprising Gloperba that have been or are later developed by or on behalf of the Company, including the product and any future product defined as a “Licensed Product” under the Romeg License Agreement, as amended and as may be further amended or restated from time to time, and (ii) any related, improved, successor or replacement forms of any such product Controlled (as defined therein) by the Company ((i) and (ii) collectively, the “Gloperba Product”).

The Licensee granted to the Company a non-exclusive, non-transferable (except in connection with a permitted assignment of the Gloperba License Agreement), right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the United States, to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Gloperba Product for commercialization of Gloperba Products in the United States in the Field (as defined therein), and (ii) worldwide, to develop and manufacture Gloperba Product for commercialization in the United States in the Field (as defined therein).

Promptly after the Effective Date, the Company is required to (i) facilitate an introduction between the Licensee and the Company’s contract manufacturer of the Gloperba Product (the “Gloperba CMO”) as of the Effective Date, and (ii) use reasonable efforts to cause such Gloperba CMO to accept a direct engagement with the Licensee for the manufacturing or supply of the Gloperba Product in finished dosage form.

In addition, the Company agreed to appoint the Licensee as its exclusive distributor of the Gloperba Product in the entire world other than the United States during the Gloperba License Term.

The term of the Gloperba License Agreement commences on the Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “Gloperba License Term”).

Oramed Debt Extension

On March 29, 2026, the Company entered into Oramed debt extension agreement with Oramed to extend the final payment due under Oramed note and the April 1, 2026 amortization payment due under Tranche B note to April 20, 2026.

James Loan Lawsuit

On March 11, 2026, the Company filed a complaint against Marc Wade, The St.

James Bank & Trust Company Ltd., Omega & Corinth Group Ltd., certain associates thereof (collectively, the “Wade Defendants”), and Bank of New York Mellon Corporation (“BNY”) in the United States District Court for the Central District of California.

The complaint asserts five causes of action:

(1) federal securities fraud (against all defendants);

(2) state securities fraud (against the Wade Defendants);

(3) fraudulent inducement (against the Wade Defendants);

(4) unlawful conversion (against all defendants);

and (5) negligence (against BNY).

The Company seeks money damages in excess of $ 100 million, punitive damages, pre- and post- judgment interest, disgorgement of profits, and attorney fees.

Sorrento Equity Holders Litigation

On April 3, 2026, a complaint was filed in the United States District Court for the Southern District of California captioned Mevi et al.

Ji et al., Case No.

3:26-cv-02113-DMS-DEB.

The plaintiffs are former equity holders of Sorrento and have named as defendants, among others, the Company and Semnur.

The complaint seeks unspecified compensatory damages, treble damages, disgorgement, punitive damages, attorneys’ fees, costs, and other relief.

The Company intends to defend the action vigorously.

this time, the Company cannot predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.

Warrant Agreement

On February 19, 2026, the Company entered into a Warrant Agreement (the “Oramed Warrant Agreement”) with Oramed.

Pursuant to the Oramed Warrant Agreement, Oramed deferred its right to receive an amortization payment scheduled to be paid by the Company on October 1, 2025, as set forth in the amortization schedule included in the Tranche B Notes in exchange for the Company’s agreement to issue a new warrant to purchase an aggregate of 100,000 shares of Common Stock (the “February 2026 Warrant”) at an initial exercise price of $ 20.00 per share (the “Exercise Price”) as described below.

The deferred amortization payment was made to Oramed in November 2025.

The February 2026 Warrant is immediately exercisable upon issuance.

The issuance of the February 2026 Warrant was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D as promulgated thereunder by the SEC.

The Company has agreed to file as soon as practicable (and in any event within the later of (i) 30 calendar days following the date of the Oramed Warrant Agreement, (ii) 10 days following the date of the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and (iii) March 31, 2026) a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) registering under the Securities Act the resale by Oramed of the shares of Common Stock issuable upon exercise of the February 2026 Warrant or to include such shares of Common Stock in any other registration statement on Form S-3 filed by the Company.

The February 2026 Warrant shall have an expiration date of December 13, 2029.

Quantum Scan Holdings Investment

The Company entered into a convertible promissory note, dated January 29, 2026, (the “Q Scan Note”), with Quantum Scan Holdings, Inc.

Pursuant to the Q Scan Note, the Company loaned Q Scan an aggregate of $ 20 million.

The Q Scan Note shall be due upon request of the Company on or after October 29, 2026, and would commence accruing interest at a rate of 3.66 % per annum commencing on April 29, 2026.

The Q Scan Note contains customary representations and warranties of the Company and Q Scan and customary covenants of Q Scan.

As of December 31, 2025 , the Company prepaid $ 2.5 million for services related to these transactions in November 2025.

The Company and Q Scan entered into a common stock purchase agreement, dated January 29, 2026, the “Q Scan Stock Purchase Agreement”).

Pursuant to the Q Scan Stock Purchase Agreement, Q Scan agreed to sell to the Company, and the Company agreed to purchase from Q Scan, an aggregate of 193,021,436 shares of common stock of Q Scan (the “Q Scan Stock Purchase”) for an aggregate purchase price of approximately $ 27.5 million.

The closing of the Q Scan Stock Purchase shall occur within five business days of written notice delivered by Q Scan to the Company.

The Q Scan Stock Purchase Agreement contains customary representations, warranties and covenants of the Company and Q Scan.

PA OPS Investor LLC Investment

In January 2026, the Company and the Investor LLC reached an agreement to extend the Letter commitment period from December 31, 2025 to April 30, 2026.

As such, the Company now has until April 30, 2026, to fund the remaining Commitment Amount of $ 1,500,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures