v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

14. Related Party Transactions

Datavault License Agreements

 

Datavault is considered a related party due to the Company’s equity method investment in, and significant influence over, Datavault (see Note 5, “Fair Value Measurements,” and Note 6, “Balance Sheet Components”). The Company and Vivasor are each party to a license agreement with Datavault, as further described in Note 4, “License and Patent Agreements”: the Datavault License Agreement, entered into by the Company on November 3, 2025, and the Vivasor-Datavault License Agreement, entered into by Vivasor, Inc. on December 20, 2025.

 

Under the Datavault License Agreement, the Company agreed to pay Datavault a non-refundable license fee of $10.0 million. As of June 30, 2026, $8.8 million of this fee remained due to Datavault, recorded within Accrued expenses and Accounts payable in the accompanying unaudited condensed consolidated balance sheets. During the six months ended June 30, 2026, the Company paid Datavault $1.3 million under this agreement.

 

Under the Vivasor-Datavault License Agreement, Vivasor agreed to pay Datavault a non-refundable license fee of $20.0 million. As of June 30, 2026, $15.0 million of this fee remained due to Datavault, recorded within Accounts payable. During the six months ended June 30, 2026, Vivasor paid Datavault $5.0 million under this agreement.

 

In the aggregate, $23.8 million was due to Datavault under the two license agreements as of June 30, 2026. The Company had no amounts due from Datavault under either license agreement as of that date.

 

Vivasor Warrants

 

On April 30, 2026, Vivasor issued fully vested warrants to purchase an aggregate of 6,000,000 shares of Vivasor's Series A Common Stock to 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. The warrant issued to Dr. Ji covers 4,000,000 shares and the warrant issued to Mr. Ma covers 2,000,000 shares, each with an exercise price of $0.31 per share and a ten-year term expiring April 30, 2036. The Vivasor Warrants were fully vested upon issuance, are not subject to any future service, performance, or market condition, and were purchased by the holders for $50.00 per warrant. Dr. Ji

and Mr. Ma are considered related parties of the Company for purposes of ASC 850, Related Party Disclosures and Item 404 of Regulation S-K. For further discussion of this transaction, refer to Note 9.

 

Vivasor-Datavault Stock Subscription Agreement

 

On April 16, 2026, Vivasor entered into a Subscription Agreement with Datavault to issue 8,163,265 shares of Vivasor Series A Common Stock to Datavault at a contractual subscription price of $6.125 per share. As consideration for the Vivasor shares, Datavault agreed to issue 75,942,666 shares of its common stock to Vivasor. The transaction closed on April 23, 2026 (see Note 6). As Vivasor is a consolidated subsidiary of the Company, the Company includes Datavault Common Stock owned by Vivasor as part of the Company's total ownership in Datavault. As the share-for-share exchange was fully settled at closing on April 23, 2026, the Company had no amounts due to or from Datavault under the Subscription Agreement as of June 30, 2026. For further discussion of the accounting for this investment, refer to Notes 1, 5 and 6.

 

WorldXchain Corporation

 

In May 2026, Vivasor entered into the SPA Commitment and Technology Agreement with WorldXchain, located in San Diego, CA, pursuant to which WorldXchain agreed to sell, and Vivasor agreed to purchase 25,500,000 shares of WorldXchain Common Stock at $0.00001 per share and transfer certain technology, patents and know-how to WorldXchain. Henry Ji, Ph.D., is the sole agent and the Chief Executive Officer of WorldXchain. Dr. Ji is also the Company's Chief Executive Officer and President and Executive Chairperson of the board of directors of Vivasor. As a result WorldXchain is considered a related party of the Company for purposes of ASC 850, Related Party Disclosures, and Item 404 of Regulation S-K. As of June 30, 2026, no payment had been made and no shares had been issued under this agreement; accordingly, no amounts were due to or from WorldXchain. The transaction remains an unfunded commitment.

EcoExtract Corporation

 

In May 2026, Vivasor entered into the SPA Commitment with EcoExtract, located in San Diego, CA, pursuant to which EcoExtract agreed to sell, and Vivasor agreed to purchase 25,500,000 shares of EcoExtract Common Stock at $0.039216 per share for an aggregate purchase price of approximately $1.0 million. Henry Ji, Ph.D., has served as the sole agent and the Chief Executive Officer of EcoExtract since May 15, 2026. Dr. Ji is also the Company's Chief Executive Officer and President and Executive Chairperson of the board of directors of Vivasor. As a result EcoExtract is considered a related party of the Company for purposes of ASC 850, Related Party Disclosures, and Item 404 of Regulation S-K. As of June 30, 2026, no payment had been made under this agreement; accordingly, no amounts were due to or from EcoExtract. The full $1.0 million purchase price remained an unfunded commitment.

iLeukon Intellectual Property License Agreement

 

iLeukon Therapeutics, Inc. (“iLeukon”) is considered a related party of the Company due to certain overlapping roles between officers and directors of the Company and iLeukon. Henry Ji, the Chief Executive Officer and President of the Company, also serves as Chairman of the board of directors of iLeukon. Additionally, Xiao Xu, the Chief Executive Officer of ACEA Therapeutics, Inc. (“ACEA”), a consolidated subsidiary of Vivasor, itself a consolidated subsidiary of the Company, serves as Co-Chair of the board of directors of iLeukon.

 

In December 2024, Vivasor entered into an Intellectual Property License Agreement with 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 transferred, and the shares were issued during the three months ended March 31, 2026. The Company recognized approximately $1.1 million of revenue in connection with this transaction during the six months ended June 30, 2026. As of June 30, 2026, the carrying value of the Company's investment in iLeukon was approximately $1.1 million. No amount was due from iLeukon as of June 30, 2026, as the contingent $1.0 million payment had not become due; that contingent milestone payment remains unrecognized as a receivable pending the Series A financing closing condition. For further discussion of the accounting for this investment, refer to Note 6.

 

EOS Technology Holdings Patent Agreement

 

On January 11, 2026 (the “Effective Date”), the Company entered into the Agreement with EOS. Under the Agreement, EOS sold to the Company a single patent comprising a remote medication delivery system (i.e. the “Purchased Asset,” “Intellectual Property” or “IP”). The patented technology covers a system and method for routing medication from a dispensary to a patient's location, including a pneumatic delivery system, a secured lockbox with biometric user authentication, and real-time patient monitoring via wearables and sensors to trigger medication delivery on an as-needed basis (refer to Note 4 for more details on the patent). Datavault’s Chief Executive Officer also serves as EOS’s Chief Executive Officer. The Company does not have any other existing agreements with EOS. EOS is considered a related party of the Company for purposes of ASC 850, Related Party Disclosures and Item 404 of Regulation S-K.

 

Vivasor Secondary Stock Purchase

 

During January 2026, the Company purchased a total of 355,919 shares of Vivasor Series A-2 Preferred Stock for total cash consideration of $1.1 million from two existing shareholders of Vivasor, Jaisim Shah and Three I Fund. During April 2026, the Company purchased a total of 1,032,994 shares of Vivasor Series A-2 Preferred Stock for total cash consideration of $2.4 million from three existing shareholders. During June 2026, the Company purchased a total of 203,382 shares of Vivasor Series A Common Stock for total cash consideration of $0.7 million from an existing shareholder. Pursuant to the Share Transfer Agreement dated January 20, 2026, the Company purchased a total of 254,228 shares from Mr. Shah for a total amount of $0.8 million, which remained outstanding as of June 30, 2026. Mr. Shah, is the former Chief Executive Officer and President of the Company, who resigned on August 16, 2025, and the former Chief Executive Officer of Semnur, a subsidiary of the Company (see Note 3), he resigned on March 13, 2026; he currently serves as a consultant to the Company. Mr. Shah is considered a related party of the Company for purposes of ASC 850, Related Party Disclosures and Item 404 of Regulation S-K.

Quantum Scan Holdings, Inc.

In January 2026, the Company entered into certain transactions with QScan, a medical technology company focused on preventive diagnostics. Stephen Ma, the Company's Chief Financial Officer and a member of its board of directors, has served as QScan's interim Chief Financial Officer since January 16, 2026, establishing QScan as a related party. See Note 6 for further details.

FSF Warrant Purchase Agreement

On April 16, 2026, Henry Ji, Ph.D., Chief Executive Officer and President of the Company and Stephen Ma, 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. The $0.5 million purchase price was paid by Dr. Ji and Mr. Ma personally, and no further amounts remained due as of June 30, 2026. Dr. Ji and Mr. Ma are considered related parties of the Company for purposes of ASC 850, Related Party Disclosures and Item 404 of Regulation S-K.