12. Commitments and Contingencies

Datavault Bitcoin Term Sheet

On June 24, 2026, the Company entered into a binding term sheet (the “Datavault Bitcoin Term Sheet”) with Datavault, which sets forth certain terms and conditions of the Company’s proposed purchase of Bitcoin from Datavault that is currently held by Datavault in a Biconomy digital wallet (the “Wallet”). Pursuant to the Datavault Bitcoin Term Sheet, and subject to the finalization of a definitive agreement to be negotiated in good faith by the Company and Datavault and, ultimately, the satisfaction of certain customary closing conditions to be contained therein, it is expected that the Company will purchase from Datavault a total of 837 Bitcoin held in the Wallet for $50.0 million. The Company has agreed to make an initial payment of $30.0 million, with the remaining $20.0 million payable in quarterly installments commencing in the fourth quarter of 2026 and ending on December 31, 2028. The Company will pay the $50.0 million in cash or shares of the Company’s common stock, par value $0.0001 per share or publicly traded securities of the Company’s subsidiaries, or a combination thereof, at the discretion of the Company.

Wellgistics Health, Inc., Agreement

On May 20, 2026, the Company, Datavault, EOS, HealthBridge Advisors LLC ("HBA") and Fortitude Advisors, LLC (“Fortitude”) entered into a fully binding term sheet with Wellgistics Health, Inc. (“Wellgistics” n/k/a DataMeds AI, Inc.), a health information technology leader, pursuant to which, subject to the negotiation and execution of definitive

agreements, Wellgistics would, among other things, acquire or exclusively license certain Quality of Life Peace of Mind (“QLPM”) related intellectual property assets from EOS and the Company; expand its existing PharmacyChain license with Datavault to exclusively include Datavault AI Health (subject to carve-outs for intellectual property already licensed to Vivasor, the Company and/or Quantum Scan Holdings, Inc.), and acquire a controlling interest in Tollo Health, LLC (d/b/a Health Lives Here, “HLH”). Please refer to Note 15 for subsequent developments.

Vivasor Agreement to Purchase WorldXchain Common Stock

On May 11, 2026, Vivasor entered into a Common Stock Purchase Agreement (the “WorldXchain Commitment”) with WorldXchain Corporation, a Wyoming corporation (“WorldXchain”), pursuant to which WorldXchain agreed to sell to Vivasor, and Vivasor agreed to purchase from WorldXchain, 25,500,000 shares of WorldXchain Common Stock at $0.00001 per share, which will be fully vested upon issuance, payable in cash and all Vivasor's discoveries, ideas, business plans, concepts, improvements, domain names, inventions (whether patentable or not), knowledge, know-how, processes, information, data, data collections, procedures, processes, techniques, designs, drawings, flow charts, software code (in any form including source code and executable or object code), user interface, wire frames, formulae, computer programs, trade secrets, works of authorship and trademarks used in connection with or related to the business of WorldXchain, including brand names, product names, logos and slogans, and associated goodwill, and all applicable intellectual property rights, on a worldwide basis, related thereto, including, without limitation, copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract and licensing rights (the “Property”). Vivasor retains no right to use the Property and agrees not to challenge the validity of WorldXchain's ownership of the Property. No payment had been made as of June 30, 2026.

Vivasor Agreement to Purchase EcoExtract Common Stock

On May 14, 2026, Vivasor entered into a Stock Purchase Agreement (the “SPA Commitment”) with EcoExtract Corporation, a Delaware corporation (“EcoExtract”), pursuant to which EcoExtract agreed to sell to Vivasor, and Vivasor agreed to purchase from EcoExtract, 25,500,000 shares of EcoExtract Common Stock at $0.039216 per share for an aggregate purchase price of approximately $1.0 million, which will be fully vested upon issuance, payable either in cash and/or stock of Vivasor or of Datavault (or any combination of the foregoing), as determined by Vivasor in its sole discretion upon acceptance of the SPA Commitment. No payment had been made as of June 30, 2026.

Definitive Agreement with Phoenix Asia Holdings Limited

On May 4, 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 Asia”), entered into a stock acquisition agreement pursuant to which ACEA Therapeutics agreed to transfer and sell, and Phoenix Asia 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 Asia at $10.00 per share, par value $0.00001 per share, (the “PHOE Acquisition”), the value of which was as agreed by the parties to be $1.0 billion.

Upon the closing of the PHOE Acquisition, Phoenix Asia 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 Asia have unanimously approved the proposed transaction. The closing of the PHOE Acquisition, which is expected to occur in the second half 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.

Datavault Funding Term Sheet

On April 26, 2026, the Company entered into a binding term sheet with Datavault (the “Datavault Funding Term Sheet”). Pursuant to the Datavault Funding 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 $120.0 million, 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 (“GPU”) 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. 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.

Securities Purchase Agreement (the “PIPE SPA”)

On August 20, 2025, the Company and Legacy Semnur entered into a securities purchase agreement (“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 Semnur 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 Semnur Business Combination, subject to the satisfaction or waiver of the closing conditions set forth therein. As of June 30, 2026, the transaction had not closed and accordingly, the shares had not been issued, and the funds had not been received. On April 20, 2026, the Company and Semnur Inc. delivered written notice terminating the PIPE SPA pursuant to Section 8 thereof. The PIPE SPA terminated as of April 20, 2026, and is no longer in effect and the transactions contemplated thereby will not be consummated.

Product Development Agreement

In February 2013, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with Itochu and Oishi Koseido Co., Ltd. (“Oishi,” and together with Itochu, the “Developers”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and SP-103 (the “Products”), for Scilex Pharma. The Developers initially developed and have intellectual property rights relating to the Products. Pursuant to the Product Development Agreement, Scilex Pharma acquired an exclusive right to develop and commercialize the Products worldwide except for Japan. The Developers are responsible for sourcing and supplying lidocaine for development and commercialization purposes.

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. Scilex Pharma made royalty payments in the amount of $1.2 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively, and $2.4 million and $1.9 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, Scilex Pharma had ending balances of accrued royalty payables of $1.6 million and $2.1 million, respectively. Total royalty expense recorded within cost of revenue was $1.0 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively, and $1.9 million and $2.3 million for the six months ended June 30, 2026 and 2025.

Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until October 2, 2028, the date that is ten years from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive one-year renewal periods unless Scilex Pharma or the Developers terminate it upon six-months’ written notice.

On February 16, 2017, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the Developers to provide commercial supply of ZTlido and SP-103 to Scilex Pharma. The Supply Agreement contains standard terms regarding term, termination, payment, product quality and supply. 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 remain in effect until the thirty-six month anniversary of the Deployment Date, which is June 3, 2025, unless 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 $0.1 million associated with the operational setup and the recruiting of the sales representatives and will pay a 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. Subsequent to June 30, 2026, the Project Agreement has been terminated by both parties without cause.

PA OPS Investment Agreement

In August 2025, Scilex Bio entered into the Investment Agreement with 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 Investor LLC had extended a $2.5 million loan (the “Loan”) to Scilex 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 had no ownership interest in Investor LLC or in the nursing home as of June 30, 2026. As of December 31, 2025, the Company had made a cash payment of $1.0 million to Investor LLC under the Committed Amount, and, 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. 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 had been acquired, the Funding is no longer subject to a refund. The Company considered the consolidation models provided in ASC 810 to determine whether it should consolidate Investor LLC and concluded that the Funding is not within the scope of ASC 810 because the Company has not yet received any equity ownership in Investor LLC, does not hold a board seat, does not have the power to director Investor LLC’s significant activities, and does not have an obligation to absorb the VIE’s losses or the right to receive benefits from the VIE. The Company also assessed the Funding and concluded that it does not meet the definition of a derivative under ASC 815. The Company accounted for the Funding as an equity security under ASC 321 because 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 as an equity investment in the Company’s balance sheet at cost, net of any impairment. There were no indicators of impairment as of June 30, 2026.

Commitment to Purchase QScan Common Stock

On January 29, 2026, the Company entered into a Common Stock Purchase Agreement (the “Commitment”) with QScan, pursuant to which QScan agreed to sell, and the Company agreed to purchase 193,021,436 shares of QScan Common Stock at $0.14247 per share for an aggregate purchase price of approximately $27.5 million. The closing is conditioned on the prior conversion of the QScan Note. As of June 30, 2026, the acquisition of QScan Common Stock had not been completed and the Company holds no equity ownership interest in QScan.

In November 2025, the Company paid $2.5 million to QScan as a non-refundable deposit toward the Commitment (the “QScan Fee”). The QScan Fee was classified as a prepayment as of December 31, 2025, and reclassified to equity investment on its condensed consolidated balance sheet as the cost basis of the Commitment upon execution of the agreement in January 2026. The Commitment does not meet the definition of a derivative under ASC Topic 815 and

is accounted for under ASC Topic 321 using the measurement alternative, carried at cost of $2.5 million, less any impairment. No impairment was recorded as of June 30, 2026.

Litigation

In the normal course of business, the Company may be named as a defendant in one or more lawsuits. From time to time the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business. 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.

Other than the following 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.

Former Employee Action

On March 12, 2021, Scilex Pharma and Sorrento (the “Plaintiffs”) filed an action (the “Former Employee Action”) in the Delaware Court of Chancery against the former President of Scilex Pharma, Anthony Mack, and Virpax Pharmaceuticals, Inc. (“Virpax”, and together with Mr. Mack, the “Defendants”), a company founded and then headed by Mr. Mack, alleging, among other things, breach by Mr. Mack of a restrictive covenant agreement with Sorrento related to his sale of his Scilex Pharma stock to Sorrento, tortious interference with that agreement by Virpax, breach of Mr. Mack’s fiduciary duties to Scilex Pharma, aiding and abetting of that breach by Virpax, and misappropriation of Scilex Pharma’s trade secrets by Mr. Mack and Virpax. Such lawsuit sought, among other relief, damages and various forms of injunctive relief. The case was tried from September 12, 2022, to September 14, 2022. On September 1, 2023, the court found in favor of the Plaintiffs on all but three counts deemed to have been waived. In its 95-page opinion, the court instructed the parties to submit supplemental briefing on the appropriate remedy to implement its rulings. On October 18, 2023, the Plaintiffs submitted a supplemental brief on remedies. On November 29, 2023, the Defendants submitted a supplemental brief on remedies. On December 21, 2023, the Plaintiffs submitted a supplemental reply brief on remedies. On February 26, 2024, the Company and Virpax entered into a term sheet regarding a mutual release and settlement agreement, pursuant to which the parties have agreed to resolve the ongoing disputes. On February 29, 2024, the Company and Virpax entered into a definitive settlement agreement, which provides for, among other things, that Virpax would be obligated to make the following payments to the Company to settle the Former Employee Action: (i) $3.5 million (the “Initial Payment”) by two business days after the Effective Date (as defined therein), which payment has been made; (ii) $2.5 million by July 1, 2024, which payment has been made on July 8, 2024, and (iii) to the extent any of the following drug candidates are ever sold, royalty payments of (a) 6% of annual Net Sales (as defined therein) of Epoladerm; (b) 6% of annual Net Sales of Probudur and (c) 6% of annual Net Sales of Envelta during the Royalty Term (as defined therein). The Company and Virpax provided mutual releases of all claims that existed as of the Effective Date, whether known or unknown, arising from any allegations set forth in the Former Employee Action. Plaintiffs’ release relates to claims against Virpax only, which does not affect the Company's claims against Mr. Mack. Plaintiffs have not released Mr. Mack, and litigation against him remains ongoing. The Court requested further briefing on the remedies solely as to the remaining defendant, Mr. Mack. The parties filed further briefing and then presented oral argument on November 15, 2024. The Court 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. Mack. The parties are awaiting the entry of final judgment.

ZTlido Patent Litigation

On June 22, 2022, the Company filed a complaint against Aveva Drug Delivery Systems, Inc. (“Aveva”), Apotex Corp., and Apotex, Inc. (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”). 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”). Apotex’s ANDA seeks approval to market a generic version of ZTlido prior to the expiration of the ZTlido Patents and alleges that the ZTlido Patents are invalid, unenforceable, and/or not infringed. The Company is seeking, among other relief, an order that the effective date of any FDA approval of Apotex’s ANDA be no earlier than the expiration of the asserted patents listed in the Orange Book, the latest of which expires on May 10, 2031, and such further and other relief as the court may deem appropriate. Apotex and Aveva were subject to an automatic 30-month stay preventing them from selling a generic version of ZTlido during that time, which was extinguished by the U.S. District Court for the Southern District of Florida decision described below. Aveva received FDA approval for a 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. Before trial, Aveva dropped its challenge to the validity and enforceability of the Company’s patents. Trial in the ZTlido Patent Litigation was held from July 8, 2024, to July 11, 2024. Final post-trial briefing was submitted by the parties on July 25, 2024, and the case was submitted to the U.S. District Court for the Southern District of Florida. On August 26, 2024, that court issued a decision finding that Aveva’s product does not infringe the Company’s ZTlido Patents. The Company is appealing that decision to the U.S. Court of Appeals for the Federal Circuit, and it filed a Notice of Appeal with the U.S. District Court for the Southern District of Florida on September 25, 2024. Briefing by the parties has been completed. Oral argument was held on May 11, 2026. On August 4, 2026, the Federal Circuit issued its opinion that affirmed the decision by the U.S. District Court for the Southern District of Florida that Aveva’s product does not infringe the Company’s ZTlido Patents.

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. On June 25, 2026, the United States District Court for the Southern District of California granted the plaintiffs’ Motion to Stay. All deadlines in this action, including the deadline to serve the complaint, are tolled for the duration of the stay.

Scilex-St. James Loan Lawsuit

On March 11, 2026, the Company filed a complaint against Marc Wade, St. James, 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.

NeuroBiogen Co., Ltd. vs Scilex Bio

In case No. 2026 GA-HAP, Plaintiff NeuroBiogen Co. Ltd brought a lawsuit in Seoul, Korea against Scilex and another Defendant. Plaintiff alleges that Scilex breached the April 17, 2025 KDS2010 Assignment and License Agreement by failing to pay the initial KRW 1.5 billion upfront fee due by May 31, 2025. Plaintiff contends that it validly rescinded the Agreement effective December 17, 2025 under Article 544 of the Korean Civil Code. Scilex disputes Plaintiff’s claim and the right to the rescission and maintains that the Agreement remains in full force and effect. Plaintiff seeks a declaratory judgment confirming that the parties’ contractual relationship has been terminated and no longer exists. Scilex filed a motion to dismiss the lawsuit and challenged the Korean Court’s jurisdiction. No decision has been made on that filing. The matter is currently pending in Seoul, Korea. The matter is in its infancy and it is too early to assess any potential risk of loss or liability.