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Fair Value Measurements | 3 Months Ended
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Mar. 31, 2026
Fair Value Disclosures [Abstract] |
Fair Value Measurements | 5. Fair Value Measurements The following table presents the Company’s financial liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands):
|  | March 31, 2026 |
|  | Balance |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Equity method investment, at fair value |  | $ | 79,098 |  |  | $ | 79,098 |  |  | $ | — |  |  | $ | — |
Marketable securities |  |  | 10 |  |  |  | 10 |  |  |  | — |  |  |  | — |
Datavault warrants |  |  | 420 |  |  |  | — |  |  |  | — |  |  |  | 420 |
Digital assets |  |  | 65,345 |  |  |  | 65,345 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 144,873 |  |  | $ | 144,453 |  |  | $ | — |  |  | $ | 420 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Oramed Note |  | $ | 28,862 |  |  | $ | — |  |  | $ | — |  |  | $ | 28,862 |
Tranche B Notes |  |  | 12,010 |  |  |  | — |  |  |  | — |  |  |  | 12,010 |
Purchased revenue liability |  |  | 8,400 |  |  |  | — |  |  |  | — |  |  |  | 8,400 |
Derivative liabilities |  |  | 25,541 |  |  |  | — |  |  |  | — |  |  |  | 25,541 |
Contingent consideration liability |  |  | 5 |  |  |  | 5 |  |  |  | — |  |  |  | — |
Other long-term liabilities |  |  | 177 |  |  |  | — |  |  |  | — |  |  |  | 177 |
Total liabilities |  | $ | 74,995 |  |  | $ | 5 |  |  | $ | — |  |  | $ | 74,990 |
|  | December 31, 2025 |
|  | Balance |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Equity method investment, at fair value |  | $ | 159,403 |  |  | $ | 159,403 |  |  | $ | — |  |  | $ | — |
Marketable securities |  |  | 6,026 |  |  |  | 6,026 |  |  |  | — |  |  |  | — |
Digital assets |  |  | 64,711 |  |  |  | 64,711 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 230,140 |  |  | $ | 230,140 |  |  | $ | — |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Oramed Note |  | $ | 27,688 |  |  | $ | — |  |  | $ | — |  |  | $ | 27,688 |
Tranche B Notes |  |  | 17,500 |  |  |  | — |  |  |  | — |  |  |  | 17,500 |
Purchased revenue liability |  |  | 8,400 |  |  |  | — |  |  |  | — |  |  |  | 8,400 |
Derivative liabilities |  |  | 50,599 |  |  |  | — |  |  |  | — |  |  |  | 50,599 |
Contingent consideration liability |  |  | 3,013 |  |  |  | 3,013 |  |  |  | — |  |  |  | — |
Other long-term liabilities |  |  | 174 |  |  |  | — |  |  |  | — |  |  |  | 174 |
Total liabilities measured at fair value |  | $ | 107,374 |  |  | $ | 3,013 |  |  | $ | — |  |  | $ | 104,361 |
Datavault Meme Coin and Warrant Distributions During the three months ended March 31, 2026, Datavault declared and made three in-kind distributions of meme coins, one of which included a concurrent warrant distribution to certain of its record equity holders. The Company, as a record holder of Datavault Common Stock, became entitled to participate in each such distribution on the applicable record date. As of March 31, 2026, the actual quantity of meme coins received by the Company in its Datavault wallet on February 27, 2026 has been confirmed at 2,643,441 tokens. The actual quantity of warrants received on February 27, 2026 has been confirmed at 2,643,441 warrants (each exercisable for one share of Datavault Common Stock at an exercise price of $5.00). The warrants were calculated to have a fair value of approximately $0.5 million at inception and $0.4 million at March 31, 2026 using a Black Scholes model. As of March 31, 2026, the aggregate Level 3 fair value of the meme coins received was immaterial based on a derived unit value of approximately $0.000084 per meme coin. The Company recorded the fair value of the warrants in Other long-term assets in the accompanying unaudited condensed consolidated balance sheet. 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 the 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 March 31, 2026, 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 In September 2023, the Company issued a senior secured promissory note to Oramed in the principal amount of $101.9 million (the “Oramed Note”) (see Note 8). The Company elected the fair value option to account for the Oramed Note with any changes in the fair value of the note recorded in the unaudited condensed 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 discounted cash flow model to determine the fair value of the Oramed Note based on Level 3 inputs. This methodology discounts the interest and principal payments using a risk-adjusted discount rate. The fair value as of March 31, 2026 and December 31, 2025 was determined to be $28.9 million and $27.7 million, respectively, by applying a discount rate of 24.00% and 21.00%, respectively. For the three months ended March 31, 2026 and 2025, the Company recorded a loss of $1.2 million and $2.8 million in change in fair value of the Oramed Note in the unaudited condensed consolidated statements of operations, respectively. For the three months ended March 31, 2026 and 2025, the change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income was nil. Tranche B Notes In October 2024, the Company entered into the Tranche B Securities Purchase Agreement to issue and sell the Tranche B Notes in the principal amount of $50.0 million (see Note 8). The Company elected the fair value option to account for the Tranche B Notes with any changes in the fair value of such notes recorded in the unaudited condensed 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 Tranche B Notes are measured at fair value on a recurring basis using Level 3 inputs. The Company uses the Binomial Lattice Model valuation technique to measure the fair value of the Tranche B Notes. The fair value as of March 31, 2026 and December 31, 2025 was determined to be $12.0 million and $17.5 million, respectively. For the three months ended March 31, 2026 and 2025, the Company recorded a loss of $0.8 million and $2.5 million, respectively, in change in fair value of the Tranche B Notes in the unaudited condensed consolidated statement of operations. The change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income in the unaudited condensed consolidated statements of operations was nil for each of the three months ended March 31, 2026 and 2025. Purchased Revenue Liability 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 unaudited condensed 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. As of each of March 31, 2026 and December 31, 2025, the aggregate fair value of both agreements was determined to be $8.4 million. For the three months ended March 31, 2026, the Company recorded a loss of $0.8 million in change in fair value of the purchased revenue liability in the unaudited condensed consolidated statement of operations. Derivative Liabilities As of March 31, 2026, the following warrants to purchase Common Stock that are included in derivative liabilities were outstanding: • 1,000,000 Private Warrants, which are currently exercisable for an aggregate of up to 28,572 shares of Common Stock, • 3,803,447 February 2024 BDO Firm Warrants, which are currently exercisable for an aggregate of up to 108,686 shares of Common Stock, • 470,588 February 2024 BDO Representative Warrants, which are currently exercisable for an aggregate of up to 13,446 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, • 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, which are currently exercisable for 500,000 shares of Common Stock, • 275,000 September 2025 Warrants, which are currently exercisable for 275,000 shares of Common Stock, • 1,356,594 November 2025 Warrants, which are currently exercisable for 1,356,594 shares of Common Stock, and • 100,000 February 2026 Warrants, which are currently exercisable for 100,000 shares of Common Stock. As of March 31, 2026, the fair value of derivative warrant liabilities related to these warrants was $25.5 million. The Company recorded a gain of $25.7 million for the three months ended March 31, 2026, 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, the November 2025 Warrants and the February 2026 Warrants. The Company recorded a gain of $10.4 million for the three months ended March 31, 2025, attributed to warrant liabilities consisting of the Private Warrants, the February 2024 BDO Firm Warrants and the April 2024 RDO Common Warrants. The Company assumed the private placement warrants from Vickers in November 2022 in connection with the Scilex Business Combination (the “Private 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 fair value of derivative was considered de minimis as of December 31, 2025. The following table includes a summary of the warrant derivative liabilities measured at fair value during the three months ended March 31, 2026 (in thousands):
|  | Fair Value |
Ending Balance as of December 31, 2025 |  | $ | 50,599 |
Change in fair value measurement of warrant liabilities |  |  | (25,709 | )
Issuance of February 2026 Warrants |  |  | 651 |
Ending Balance as of March 31, 2026 |  | $ | 25,541 |
Scilex-St. James Loans Embedded Derivatives As of the Loan Termination Date, the Company had pledged a total of 85,665,102 shares of Datavault Common Stock as collateral, which were then transferred and sold by the Lender without authorization from the Company through brokerage accounts of the Lender. As such, the Company no longer has control over these shares and they were derecognized from the balance sheet. Therefore, in substance, the exchangeable debts were settled by forfeiture of the pledged shares. Consistent with ASC 323, the shares of Datavault Common Stock are being carried at fair value, upon the derecognition date (i.e., Loan Termination Date), meaning the shares were revalued to their then current fair market value with changes in fair value recognized in Unrealized (gain) loss on equity method investments carried at fair value, net and no further gain or loss was recognized when the shares were considered “disposed”. Furthermore, as a result of the occurrence of the event of default occurring, the Company revalued the compound derivative on March 2, 2026 to fair value, which was determined to be the difference between the amount due under the loan and the fair value of the shares of Datavault Common Stock foregone. Since the time difference between the Loan Termination Date and March 2, 2026 is not significant, the Company revalued the compound derivative on the Loan Termination Date. The change in fair value of the compound derivative of $21.8 million was recorded in (Gain) loss on derivative liability within Other (income) expense, net. The gain or loss on extinguishment of the Scilex-St. James Loans should be calculated as the difference between the Scilex-St. James Loans’ net carrying amount at the extinguishment date, inclusive of unamortized debt issuance costs and the fair value of the compound derivative, and the carrying amount of the forfeited shares of Datavault Common Stock (i.e., the fair value of the forfeited shares of Datavault Common Stock) as of the Loan Termination Date. As the fair value of the embedded derivative was equal to the difference between the carrying amount of the Scilex-St. James Loans and the fair value of the shares of Datavault Common Stock, there was no gain or loss on extinguishment. Warrant Liability Measurement The derivative warrant liability was valued using the Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the warrant is the expected volatility of the Common Stock. 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 (as defined below), described in Note 10 of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K. A summary of the inputs used in valuing the derivative warrant liabilities as of March 31, 2026 is as follows:
|  | Private Warrants |  |  | February 2024 BDO Firm Warrants |  |  | Deposit Warrant |  |  | October 2024 Noteholder Warrants |  |  | December 2024 RDO Common Warrants (5yr) |  |  | December 2024 RDO Common Warrants (2.5yr) |  |  | Exchange Warrants |  | September 2025 Warrants |  | November 2025 Warrants |  | February 2026 Warrants |
Exercise price |  | $ | 402.50 |  |  | $ | 59.50 |  |  | $ | 1.20 |  |  | $ | 36.40 |  |  | $ | 22.72 |  |  | $ | 22.72 |  |  | $ | 40.00 |  | $ | 20.00 |  | $ | 29.00 |  | $ | 20.00 |
Term, in years |  |  | 1.61 |  |  |  | 2.93 |  |  |  | 3.22 |  |  |  | 3.52 |  |  |  | 3.70 |  |  |  | 1.20 |  |  |  | 3.52 |  |  | 3.70 |  |  | 4.70 |  |  | 3.70 |
Volatility |  |  | 120.0 | % |  |  | 99.0 | % |  |  | 90.0 | % |  |  | 93.0 | % |  |  | 91.0 | % |  |  | 116.0 | % |  |  | 93.0 | % |  | 87.0 | % |  | 84.0 | % |  | 99.0 | %
Risk-free rate |  |  | 3.71 | % |  |  | 3.77 | % |  |  | 3.79 | % |  |  | 3.80 | % |  |  | 3.81 | % |  |  | 3.67 | % |  |  | 3.80 | % |  | 3.81 | % |  | 3.86 | % |  | 3.81 | %
Dividend yield |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  | 0.0 | % |  | 0.0 | % |  | 0.0 | %
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 |  |  | Deposit Warrant |  |  | October 2024 Noteholder Warrants |  |  | December 2024 RDO Common Warrants (5yr) |  |  | December 2024 RDO Common Warrants (2.5yr) |  |  | Exchange Warrants |  | September 2025 Warrants |  | November 2025 Warrants |
Exercise price |  | $ | 402.50 |  |  | $ | 59.50 |  |  | $ | 1.20 |  |  | $ | 36.40 |  |  | $ | 22.72 |  |  | $ | 22.72 |  |  | $ | 40.00 |  | $ | 20.00 |  | $ | 29.00 |
Term, in years |  |  | 1.86 |  |  |  | 3.18 |  |  |  | 3.47 |  |  |  | 3.77 |  |  |  | 3.95 |  |  |  | 1.45 |  |  |  | 3.77 |  |  | 3.95 |  |  | 4.90 |
Volatility |  |  | 98.0 | % |  |  | 81.0 | % |  |  | 76.0 | % |  |  | 79.0 | % |  |  | 78.0 | % |  |  | 93.0 | % |  |  | 79.0 | % |  | 74.0 | % |  | 80.0 | %
Risk-free rate |  |  | 3.44 | % |  |  | 3.53 | % |  |  | 3.56 | % |  |  | 3.59 | % |  |  | 3.60 | % |  |  | 3.45 | % |  |  | 3.59 | % |  | 3.60 | % |  | 3.69 | %
Dividend yield |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | % |  | 0.0 | % |  | 0.0 | %
Contingent Consideration Related to SP-104 Acquisition The Development Milestone Payment related to the SP-104 Assets represents an obligation to potentially settle a fixed value in a variable number of shares of Common Stock and requires remeasurement at fair value through settlement. Upon the achievement of FDA approval for a new drug application for SP-104, the Company will transfer $3.0 million in cash or shares of Common Stock to Aardvark, at the discretion of the Company. The fair value of the contingent consideration liability associated with the Development Milestone Payment was estimated using a probability-weighted discounted cash flow method. Significant unobservable inputs assumptions included the likelihood of receiving FDA approval for SP-104, expected timing for receipt of FDA approval for SP-104, and a discount rate of 9.5%. The Company recorded the contingent consideration under current liabilities within the Company’s condensed consolidated balance sheets. As of March 31, 2026 and December 31, 2025, the fair value of contingent consideration related to the Development Milestone Payment was $0.2 million.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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