Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 15. Subsequent Events
QScan Stock Purchase Letter Agreement
On July 3, 2026, the Company and SCLX JV entered into a letter agreement with QScan, pursuant to which SCLX JV agreed to acquire shares of QScan Common Stock in exchange for 500,000 shares of common stock, par value $0.0001 per share, of the Company held by SCLX JV. Pursuant to the letter agreement, the shares acquired would be calculated as the market value of the 500,000 shares of common stock on the trading day, which is on July 3, 2026, divided by the price per share of QScan Common Stock, which is $0.14247 per share. As a result of SCLX JV’s purchase of the QScan Common Stock, there was a corresponding reduction in the purchase price and the aggregate number of shares the Company would receive under the original agreement entered into by Scilex and QScan on January 29, 2026 (see Note 12). SCLX JV transferred the 500,000 shares of the Company's Common Stock to QScan on July 3, 2026.
Vivasor Stock Repurchase Agreement
On July 18, 2026, the Company entered into a stock repurchase agreement (the “Vivasor Repurchase Agreement”) with Vivasor, pursuant to which the Company agreed to sell to Vivasor (i) 6,101,468 shares of Vivasor’s Series A-1 Preferred Stock, par value $0.00001 per share, and (ii) 355,919 shares of Vivasor’s Series A-2 Preferred Stock, par value $0.00001 per share, in each case which had been previously acquired by the Company in January 2026 (such previously acquired shares, collectively, the “Subject Shares”). Vivasor will purchase the Subject Shares from the Company for an aggregate purchase price of $12 million payable by wire transfer, by assignment of the shares of common stock of Datavault held by Vivasor, Inc., a subsidiary of Vivasor, or by any combination of such methods (the “Purchase Price”). The Vivasor Repurchase Agreement provides that the Purchase Price will be paid in tranches as follows: (i) $1.0 million on the effective date which has been paid; (ii) $5.0 million at any time on or before September 30, 2026; (iii) $2.0 million at any time after September 30, 2026 but on or before December 31, 2026; (iv) $2.0 million at any time after December 31, 2026 but on or before March 31, 2027; and (v) $1,999,960.07 at any time after March 31, 2027 but on or before June 30, 2027.
iHolding Group Term Sheet On July 3, 2026, the Company entered into a term sheet with iHolding Group LLP (“iHolding”), in which iHolding agreed to invest $100 million in the Company through the purchase of newly issued common shares of the Company at a price of $15.00 per share, representing approximately 6,666,667 newly issued shares. Also on July 3, 2026, Semnur and iHolding entered into a term sheet, in which iHolding agreed to invest $100 million into Semnur through the purchase of newly issued common shares of Semnur at $10.00 per share, representing approximately 10,000,000 newly issued shares. Both term sheets have no fixed completion date.
StockBlock Securities Complaint On July 21, 2026, StockBlock Securities, LLC (“StockBlock”) filed a verified complaint against Scilex Holding Company in the Supreme Court of the State of New York, County of New York, captioned StockBlock Securities, LLC v. Scilex Holding Company. StockBlock alleges that Scilex Holding Company breached an exclusive engagement agreement with StockBlcok by failing to pay fees owed in connection with modifications to a promissory note between Scilex and Oramed Pharmaceuticals Inc., and by negotiating a $100 million stock purchase transaction with a third-party investor without StockBlock's involvement, in violation of the agreement's exclusivity provisions. StockBlock asserts two causes of action for breach of contract under New York law and seeks compensatory damages of not less than $9,940,260, plus attorneys' fees and costs. Scilex’s deadline to respond to the complaint is presently September 10, 2026. Scilex is currently evaluating the complaint and contemplating its response, including defenses and any applicable counterclaims. It is too early to make any determination as to legal risk or potential liability.
DataMeds AI Letter of Intent
As previously disclosed in Note 12, on May 20, 2026, Wellgistics (n/k/a DataMeds AI, Inc.) entered into a Fully Binding Term Sheet with the Company, EOS, Datavault, HBA and Fortitude, contemplating Wellgistics’ acquisition of the QLPM intellectual property portfolio, an expansion of its PharmacyChain license with Datavault, and the acquisition of a controlling interest in HLH.
On July 29, 2026, the Company, DataMeds AI, Inc. (“DataMeds AI”), EOS, Datavault and HBA entered into an Amended and Restated Letter of Intent (the “A&R LOI”) that superseded and replaced the May 20, 2026 term sheet in its entirety. The core transaction is unchanged, but the consideration has been modified: the Company, EOS, Datavault and HBA will now receive DataMeds AI common stock directly. Target post-closing ownership percentages are unchanged (the Company, EOS and Datavault each approximately 19.9%, HBA 24.9%, Fortitude 5%, existing public stockholders 10.4%, on a fully diluted basis). The A&R LOI adds registration rights (Form S-3 filing within 45 days of closing, effectiveness targeted within 90 days, liquidated damages capped at 8%) and a six-month lock-up on shares held by the Company, Datavault, HBA, Fortitude and EOS affiliates. Exclusivity continues through September 30, 2026. The transaction remains subject to due diligence, definitive agreements, board and stockholder approvals, and a fairness opinion, and there is no assurance it will close on these terms or at all.
Vivasor Promissory Note
On August 8, 2026, the Company entered into a Promissory Note (Revolving Line of Credit) (the “ Vivasor Note”) with Vivasor, as borrower, pursuant to which the Company established in favor of Vivasor an uncommitted revolving line of credit in a maximum aggregate principal amount of up to $20,000,000 (the “Maximum Credit Amount”). The Vivasor Note has a stated maturity of 120 months from the Effective Date (the “Maturity Date”). The Vivasor Note evidences a revolving credit facility under which Vivasor may, from time to time prior to the Maturity Date, request advances (“Drawdowns”) in multiple borrowings, provided that the aggregate outstanding principal balance of all Drawdowns at any time shall not exceed the Maximum Credit Amount. Amounts repaid under the Vivasor Note may be reborrowed, subject to the terms of the Vivasor Note. Notwithstanding the foregoing, the Vivasor Note is uncommitted and the Company has no obligation to fund any Drawdown; each Drawdown will be funded only if, when and to the extent agreed by the Company in its sole discretion.
Any Drawdown that the Company agrees to fund may be funded, as determined by the Company, in (i) cash, (ii) freely tradable securities of the Company, (iii) shares of common stock of Datavault currently held by the Company or its subsidiaries, or (iv) any combination of the foregoing. Borrowings under the Vivasor Note bear interest on the outstanding principal balance at a rate of 5% per annum, with interest accruing on each Drawdown from the date such Drawdown is funded. All outstanding principal, together with all accrued and unpaid interest, is due and payable in full on the Maturity Date. Vivasor may prepay the Vivasor Note, in whole or in part, at any time without penalty or premium. The Vivasor Note provides that it shall become immediately due and payable upon the occurrence of certain customary events of default. |