v3.26.1
Balance Sheet Components
6 Months Ended
Jun. 30, 2026
Property, Plant, and Equipment [Abstract]  
Balance Sheet Components

6. Balance Sheet Components

 

Note Receivable

 

QScan Convertible Note Receivable

 

On January 29, 2026, the Company entered into a Convertible Promissory Note (the “QScan Note”) with Quantum Scan Holdings, Inc. (“QScan”), a private medical technology company, pursuant to which the Company loaned QScan $20.0 million in exchange for the QScan Note. The QScan Note matures on October 29, 2026, and accrues interest at 3.66% per annum, commencing January 29, 2026. The QScan Note provides for (i) automatic conversion into 140,379,226 shares of QScan common stock (“QScan Common Stock”) upon QScan's assumption of the loan obligations of the borrowers, which triggering event occurred in February 2026, and (ii) optional conversion at the Company's election at any time prior to maturity.

 

The QScan Note had not been converted into QScan Common Stock as of June 30, 2026. The QScan Note remains outstanding as a loan receivable on the Company's condensed consolidated balance sheet. The Company intends to

convert the QScan Note within the next several months, subject to reaching agreement on equity ownership percentages.

 

The Company accounts for the QScan Note as a loan receivable under ASC Topic 310 at amortized cost using the effective interest method. No embedded features in the QScan Note require bifurcation under ASC Topic 815.

 

The QScan Note is subject to the current expected credit loss (“CECL”) model under ASC Topic 326. As of June 30, 2026, the Company recorded an allowance for credit losses of $0.8 million, representing an estimated 4% default rate applied to the $20.0 million outstanding principal, based on U.S. speculative-grade corporate default rate data. The Company recorded the credit loss by debiting other expense and crediting the allowance for credit losses. Expected credit losses will be reassessed each reporting period.

 

Interest income on the QScan Note for the six months ended June 30, 2026 was $0.2 million.

 

Property and Equipment, Net

 

Property and equipment, net consists of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Construction in progress

 

$

908

 

 

$

909

 

Furniture

 

 

147

 

 

 

139

 

Computers and equipment

 

 

84

 

 

 

75

 

Leasehold improvements

 

 

3,971

 

 

 

3,746

 

Machinery and lab equipment

 

 

8,675

 

 

 

8,192

 

Land and Buildings

 

 

914

 

 

 

859

 

Property and equipment, gross

 

 

14,699

 

 

 

13,920

 

Less: Accumulated depreciation

 

 

(1,933

)

 

 

(321

)

Property and equipment, net

 

$

12,766

 

 

$

13,599

 

 

The Company recognized depreciation expense of $0.8 million and $1.6 million for three and six months ended June 30, 2026, respectively, and $2.0 thousand and $3.0 thousand for the three and six months ended June 30, 2025, respectively.

 

Other Long-Term Assets

 

Datavault Warrants

 

As described in Note 5 above, Datavault declared and made three in-kind distributions of meme coins during the six months ended June 30, 2026, one of which included a concurrent warrant distribution to certain of its record equity holders. Upon receipt of the warrants on February 27, 2026, the fair value of the warrants was approximately $0.5 million. As of June 30, 2026, the warrants were calculated to have a fair value of $28.5 thousand and were recorded in other long-term assets in the accompanying unaudited condensed consolidated balance sheets. The change in fair value of the warrants of $0.5 million during the six months ended June 30, 2026 was recognized in other expense, net in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Investments

 

PA OPS Investment Agreement with PA OPS Investor LLC

 

On August 17, 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 Investment 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 Investor LLC had extended a $2.5 million loan (the “Loan”) to the Company at an annual interest rate of 4.03%, no cash was exchanged between Investor LLC and the Company on the signing date of the Investment Agreement. Accordingly, the Company concluded that, in substance, the transaction does not represent a loan. In August 2025, Investor LLC acquired the

Target which consists of certain assets of a nursing home. However, because the Company has not yet provided the full Committed Amount, the Company has no ownership interest in Investor LLC or in the nursing home. As of June 30, 2026 the Company had made aggregate cash payments of $1.5 million (the “Funding”) to Investor LLC under the Committed Amount, of which $0.5 million was paid during the six months ended June 30, 2026. The Funding was applied as a partial repayment of the Loan and, accordingly, did not result in the issuance of any equity interest to Scilex. Because the Target has been acquired, the Funding is no longer subject to refund. The Company accounts for the Funding as an equity investment on its condensed consolidated balance sheet, recorded at cost less any impairment. As of June 30, 2026, the Company identified no indicators of impairment.

 

iLeukon Intellectual Property License Agreement

 

In December 2024, Vivasor entered into an Intellectual Property License Agreement with iLeukon Therapeutics, Inc. (“iLeukon”), pursuant to which Vivasor agreed to license certain patents to iLeukon in exchange for 400,000 shares of iLeukon common stock, representing approximately 2% of iLeukon's outstanding equity, for an aggregate value of approximately $1.1 million, and a $1.0 million payment contingent upon the closing of a future Series A financing. The licensed intellectual property was not transferred, and the shares were not issued until the period ended March 31, 2026. The Company recognized approximately $1.1 million of revenue during the six months ended June 30, 2026, when the applicable recognition criteria were met.

 

The Company evaluated its investment in iLeukon and concluded that the iLeukon common stock is a freestanding equity security within the scope of ASC 321. The Company also determined that iLeukon is a VIE under ASC 810, however, the Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly affect iLeukon's economic performance and, accordingly, the Company does not consolidate iLeukon. Although the combined ownership interest of the Company and its related parties exceeds 20% of iLeukon's outstanding equity, the Company determined that it does not have the ability to exercise significant influence over iLeukon's operating and financial policies, and accordingly, the investment is not accounted for under the equity method in accordance with ASC 323. The investment does not have a readily determinable fair value, and thus, the Company elected the measurement alternative under ASC 321 and accounted for the investment at cost, less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2026, the Company identified no indicators of impairment. The carrying value of the Company's investment in iLeukon as of June 30, 2026 was approximately $1.1 million.

 

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 shares of common stock of Semnur held by the Company for proceeds of $200.0 million in Bitcoin. As noted above, the Company used $150.0 million to purchase shares of common stock (“Datavault Common Stock”) from Datavault AI, Inc., a Delaware corporation (“Datavault”), payable in Bitcoin. During the six months ended June 30, 2026, the Company purchased Bitcoin from Datavault amounting to $18.7 million.

 

During the year ending December 31, 2025, Datavault announced that its board of directors had approved a dividend of the Dream Bowl Tokens to all eligible record holders of Scilex and eligible Datavault equity holders as of November 25, 2025 (the “Datavault Record Date”). Datavault and Scilex shareholders as of the Datavault Record Date became entitled to receive one meme coin for each common share held. The Datavault board of directors set December 24, 2025, as the distribution date for Datavault’s Dream Bowl Tokens to all eligible record equity holders of Datavault and to record equity holders of common stock of the Company.

 

On April 20, 2026, the Board declared a dividend of the Dream Bowl Tokens (the “Dream Bowl Tokens Dividend”) to eligible record equity holders of Common Stock and other equity securities of the Company. See Note 9 for further discussion on the transaction. The Dream Bowl Tokens 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 April 2026 Dream Bowl Record Date (as defined below) and (ii) paid beginning on May 26, 2026.

 

For the six months ended June 30, 2026, the Company received 265,524,859 and subsequently distributed 13,124,766 Dream Bowl Tokens to certain eligible record equity holders. As of June 30, 2026, the carrying value of the Dream Bowl Tokens was immaterial based on a unit value of approximately $0.000001400 per Dream Bowl Token. As of

June 30, 2026, the Company also has 68,262,889 remaining Dream Bowl Tokens to be distributed as dividends with an immaterial carrying value based on a unit value of approximately $0.000001400 per Dream Bowl Token.

 

During the six months ended June 30, 2026, Semnur purchased 50,583 stablecoins amounting to $0.1 million.

 

The table below summarizes the amounts shown on our unaudited condensed consolidated balance sheets as of June 30, 2026 (in thousands except units of digital assets):

 

 

June 30, 2026

 

 

 

Units

 

 

Cost Basis

 

 

Fair Value

 

Bitcoin

 

 

955

 

 

$

95,591

 

 

$

56,087

 

Stablecoins

 

 

50,583

 

 

 

51

 

 

 

51

 

Dream Bowl Tokens

 

 

252,400,093

 

 

 

0

 

 

N/A

 

Total Digital assets

 

 

252,451,631

 

 

$

95,642

 

 

$

56,138

 

 

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

 

 

June 30, 2026

 

Beginning digital assets balance at fair value December 31, 2025

 

$

64,711

 

Additions

 

 

18,749

 

Unrealized loss on digital assets

 

 

(27,322

)

Ending balance at fair value June 30, 2026

 

$

56,138

 

 

For the six months ended June 30, 2026 there are nil dispositions of Bitcoin.

 

Equity Method Investments, at fair value

 

Datavault Securities Purchase Agreement

 

On September 25, 2025, the Company entered into a Securities Purchase Agreement (the “Datavault SPA”) with Datavault, pursuant to which Datavault agreed to issue and sell, and the Company agreed to purchase, 15,000,000 shares of Datavault Common Stock and a pre-funded warrant (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 September 26, 2025 (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. The investment in Datavault is accounted for as an equity security investment measured at fair value, with changes in the fair value recognized in unrealized gains and losses on equity investment in the period in which they occur. Fair value was determined based on quoted prices in active markets for identical securities, and the investment qualifies as an equity security with a readily determinable fair value, classified as a Level 1 financial instrument 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 price of the Datavault Pre-Funded Warrant will be $0.0001 per share. The Datavault Pre-Funded Warrant will be immediately exercisable upon issuance and will expire when exercised in full. 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 had been made, the Company had determined that it had 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 had been elected as the Company believes it best reflects the underlying economics of this investment.

 

During October 2025 and before the Company exercised the 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 of $19.2 million accounted for using equity investment. After the Company exercised the

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 of $4.7 million accounted for using equity method investment for the year ended December 31, 2025.

 

As of March 16, 2026, the Loan Termination Date for the Scilex-St. James Loan Agreement, the Company accounted for its investment in Datavault under the equity method of accounting and had elected the fair value option. In connection with the derecognition of 95,665,102 shares of Datavault Common Stock, consisting of 85,665,102 shares pledged as collateral under the Scilex-St. James Loan Agreement and an additional 10,000,000 shares transferred in February 2026 that were not part of the pledged collateral, the Company evaluated whether the equity method remained appropriate, and concluded such accounting was still appropriate.

On April 16, 2026, Vivasor entered into a stock subscription agreement with Datavault (see Note 14), pursuant to which Vivasor issued 8,163,265 shares of Vivasor Series A Common Stock to Datavault at a contractual subscription price of $6.125 per share, representing an aggregate stated value of $50.0 million, in exchange for 75,942,666 shares of Datavault Common Stock. The transaction closed on April 23, 2026. Because the transaction involved an exchange of nonmonetary consideration, the Company recorded the Datavault Common Stock received as a nonmonetary asset at its fair value at $56.2 million using the quoted market price of Datavault Common Stock on the closing date of April 23, 2026. Vivasor subsequently sold 32,135,626 shares during the three months ended June 30, 2026. As of June 30, 2026, the Company determined the equity method of accounting remains appropriate.

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 prior to the exercise of the Datavault Pre-funded Warrants on November 25, 2025.

 

The Company recognized $5.3 million realized loss and $37.1 million realized gain using equity method, respectively, for the three and six months ended June 30, 2026.

As of June 30, 2026 and December 31, 2025, the carrying value of the Company’s investment in Datavault’s common stock is $56.6 million and $159.4 million, and is recorded in equity method investment, at fair value in the condensed consolidated balance sheets.

Summarized Financial Information of Datavault

The following is a summary of financial data for investments accounted for under the equity method of accounting, reporting on a one-quarter lag basis (in thousands):

Balance Sheet

 

 

 

 

 

 

Datavault AI Inc.

 

 

 

 

 

 

 

 

March 31,
2026

 

 

December 31,
2025

 

ASSETS

 

 

 

 

 

 

Current assets:

 

$

106,268

 

 

$

142,873

 

Total assets

 

$

250,113

 

 

$

274,704

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

$

23,024

 

 

$

26,881

 

Total liabilities

 

$

30,085

 

 

$

36,730

 

 

Income Statement

 

 

 

 

 

 

Datavault AI Inc.

 

 

 

 

 

 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Loss from operations

 

$

30,950

 

 

$

9,431

 

Net loss

 

$

53,131

 

 

$

9,563

 

 

Accrued Expenses

 

Accrued expenses consists of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Accrued professional service fees

 

$

 

 

$

356

 

Accrued research and development costs

 

 

10,215

 

 

 

13,058

 

Accrued tax payable

 

 

65

 

 

 

50

 

Accrued advisor fees related to Semnur Business Combination

 

 

14,000

 

 

 

14,000

 

Accrued Datavault licenses

 

 

2,500

 

 

 

30,000

 

Accrued Vivasor secondary purchase

 

 

1,498

 

 

 

 

Accrued interest

 

 

7,341

 

 

 

6,862

 

Accrued others

 

 

3,369

 

 

 

2,088

 

Accrued expenses

 

$

38,988

 

 

$

66,414

 

 

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 three months ended June 30, 2026 and 2025, gross revenue was $15.8 million and $39.5 million, respectively, while net revenue was $7.6 million and $9.9 million, respectively. For the six months ended June 30, 2026 and 2025, gross revenue was $41.5 million and $57.2 million, respectively, while net revenue was $16.3 million and $14.9 million, respectively. The gross-to-net revenue adjustment of approximately $8.1 million and $29.6 million for the three months ended June 30, 2026 and 2025, respectively, and $25.2 million and $42.3 million for the six months ended June 30, 2026 and 2025, respectively, were primarily attributable to the following:

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Gross-to-Net Revenue Adjustments

 

 

 

 

 

 

Sales rebates

 

$

4,302

 

 

$

22,082

 

Service fees

 

$

1,207

 

 

$

3,937

 

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

 

$

2,027

 

 

$

2,001

 

Chargebacks

 

$

583

 

 

$

1,622

 

Total

 

$

8,119

 

 

$

29,642

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Gross-to-Net Revenue Adjustments

 

 

 

 

 

 

Sales rebates

 

$

16,219

 

 

$

31,243

 

Service fees

 

 

3,438

 

 

 

5,941

 

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

 

 

3,663

 

 

 

2,650

 

Chargebacks

 

 

1,920

 

 

 

2,507

 

Total

 

$

25,240

 

 

$

42,341

 

 

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

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Other current liabilities:

 

 

 

 

 

 

Accrued rebates

 

$

243,097

 

 

$

220,693

 

Other accruals

 

 

12,960

 

 

 

11,063

 

Total accrued rebates and other sales-related accruals

 

$

256,057

 

 

$

231,756

 

 

As of June 30, 2026, the Company’s accrued rebates and fees liability was $256.1 million, compared to $231.8 million as of December 31, 2025. The increase of approximately $24.3 million was mainly due to the fact that the Company made only limited disbursements to counterparties during 2026 as its focus was to deploy its cash resources for investing activities and to repay Company debt. The rebates balance of $256.1 million primarily consists of government disbursements (Medicare and Medicaid) and commercial insurance disbursements.

 

Operating Leases

 

The Company leases administrative and research and development facilities under various non-cancelable lease agreements. Facility leases generally provide for periodic rent increases and may include options to extend. As of June 30, 2026, the Company’s leases have remaining lease terms of approximately 10.2 years. The 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. Variable lease payments are recognized in the period in which the obligations for those payments are incurred, are not included in the measurement of the operating lease right-of-use (“ROU”) assets or lease liabilities, and are immaterial. Additionally, the Company subleases certain properties to third parties. Sublease income is recognized on a straight-line basis and is immaterial.

 

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. As of June 30, 2026, the Company has no finance leases.

 

Lease expense was $1.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, and $2.3 million and $0.5 million for the six months ended June 30, 2026 and 2025 and was primarily comprised of operating lease costs. The lease expense included variable lease costs and sublease income, which were immaterial for the periods presented.

 

Supplemental quantitative information related to leases includes the following:

 

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases (in thousands)

 

$

(1,417

)

 

$

(227

)

Weighted average remaining lease term in years — operating leases

 

 

10.2

 

 

 

2.5

 

Weighted average discount rate — operating leases

 

 

13.4

%

 

 

11.0

%

 

Approximate future minimum lease payments under operating leases were as follows (in thousands):

 

 

 

Amount

 

2026 (Remainder of 2026)

 

$

2,269

 

2027

 

 

5,270

 

2028

 

 

4,163

 

2029

 

 

4,118

 

2030

 

 

4,263

 

Thereafter

 

 

34,639

 

Total lease payments

 

 

54,722

 

Less imputed interest

 

 

39,972

 

Total lease liabilities

 

 

14,750

 

Less current portion of lease liability

 

 

2,241

 

Lease liability, net of current portion

 

$

12,509