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Subsequent Events | 3 Months Ended
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Mar. 31, 2026
Subsequent Events [Abstract] |
Subsequent Events | 15. Subsequent Events Oramed Debt Extension Following the extension provided on March 29, 2026, on April 19, 2026, Oramed further extended the maturity of the Extended Payments from April 20, 2026 to April 30, 2026. In connection therewith, Scilex paid Oramed $1.0 million in shares of Datavault Common Stock on May 7, 2026 as fees for the extension provided. Also under the Extended Payments, $10.0 million was due on May 15, 2026, which was partially paid in Datavault shares with an outstanding balance of $7.4 million. The remaining outstanding balance of the Oramed Note, including interest and paid in kind, is due on or before June 15, 2026. Litigation 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. v. 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. FSF Warrant Purchase Agreement On April 16, 2026, Henry Ji, Ph.D, Chief Executive Officer and President of the Company and Stephen Ma, Chief Operating Officer and Chief Financial Officer of the Company, entered into a Warrant Purchase Agreement (the “FSF Warrant Purchase Agreement”) with FSF Lender. Pursuant to the agreement, FSF Lender sold its warrant to purchase up to an aggregate of 3,250,000 shares of Common Stock (the “Deposit Warrant”) for $0.5 million payable within two business days of the agreement date. Vivasor Subscription Agreement On April 16, 2026, Vivasor entered into a Subscription Agreement (the “Subscription Agreement”) with Datavault. Pursuant to the Subscription Agreement, Datavault will purchase an aggregate of 8,163,265 shares of Series A Common Stock of Vivasor shares at $6.125 per share, for an aggregate purchase price equal to $50 million, payable in 75,942,666 shares of Datavault Common Stock upon acceptance of the Subscription Agreement. Datavault Loan On April 26, 2026, the Company entered into a binding term sheet with Datavault (the “Datavault Term Sheet”). Pursuant to the Datavault Term Sheet, and subject to the finalization of mutually agreeable definitive transaction documents and, ultimately, the satisfaction of certain customary closing conditions to be contained therein, it is expected that Scilex will make an upfront cash contribution to Datavault in the amount of $120,000,000, to be paid in multiple closings, with the final closing to occur no later than December 31, 2026 (the “Upfront Payment”). Datavault will use the proceeds from the Upfront Payment exclusively to fund the deployment of Datavault’s quantum-ready graphics processing units infrastructure across an estimated 100 cities in the United States (the “Quantum-Ready Edge Network”), including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. Pursuant to the Datavault Term Sheet, the Company will make an upfront cash contribution to Datavault in the amount of $120.0 million at the closing of the Datavault Term Sheet transaction. The Upfront Payment is to fully fund the deployment of Datavault's Quantum-Ready Edge Network Graphics Processing Units (“GPU”) infrastructure across the United States. The Upfront Payment is securitized by the total GPUs in stock. As further consideration, Datavault will pay to the Company certain revenue shares recognized by Datavault attributable to Quantum-Ready Edge Network. Dividend of Dream Bowl Meme Coin I Tokens On April 20, 2026, the Board of Directors of the Company declared a dividend (the “Dividend”) of Dream Bowl Meme Coin I tokens (the “Dream Bowl Tokens”) to eligible record equity holders of common stock, par value $0.0001 per share, the Common Stock and other equity securities. Such eligible holders are the holders of the following Company securities, in each case as of the close of business on April 30, 2026 (such date, the “Record Date”): (i) Common Stock (such record holders, the “Record Common Holders”), (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants, other than, for the avoidance of doubt, any of the Company's publicly traded warrants to purchase Common Stock with an exercise price of $11.50 per share (or $402.50 on a post-reverse stock split basis)) (such record holders, the “Record Warrant Holders”), (iii) certain Tranche B senior secured convertible notes of the Company that have not been converted and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective notes) (such record holders, the “Record Note Holders”), and (iv) the Company’s Series A Preferred Stock such record holder, the “Record Preferred Holder” and together with the Record Common Holders, the Record Warrant Holders and the Record Note Holders, the “Record Holders”). The Dividend will be (i) made on the basis of five (5) Dream Bowl Tokens for each one (1) share of Common Stock held (or underlying the applicable Securities held) by such Record Holders on the Record Date and (ii) paid beginning on May 26, 2026 the “Payment Date”). Definitive Agreement with Phoenix Asia Holdings Limited On May 04, 2026, the Company announced that its indirect subsidiary, ACEA Therapeutics, ACEA Pharma, Inc., an exempted company incorporated with limited liability in the Cayman Islands and wholly owned subsidiary of ACEA Therapeutics (“ACEA Pharma”), and Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix”) (Nasdaq: PHOE), entered into a stock acquisition agreement pursuant to which ACEA Therapeutics agreed to transfer and sell, and Phoenix agreed to purchase, 100% of the issued and outstanding equity interests of ACEA Pharma in exchange for the delivery to ACEA Therapeutics of 100,000,000 newly-issued ordinary shares of Phoenix at $10.00 per share, par value $0.00001 per share, at $10.00 per share (the “PHOE Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000. Upon the closing of the PHOE Acquisition, Phoenix will be renamed ACEA Pharma, Inc. (the “Go-Forward Company”), and its common stock is expected to be listed on the Nasdaq Capital Market. The boards of directors of ACEA Therapeutics, ACEA Pharma and Phoenix have unanimously approved the proposed transaction. The closing of the PHOE Acquisition, which is expected to occur by the end of the second quarter of 2026, is subject to certain customary closing conditions, including applicable regulatory and stock exchange approval. Upon the closing of the PHOE Acquisition, ACEA Therapeutics anticipates that it will own approximately 82% of the Go-Forward Company.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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