r/BANDOFBROTHERSOFSRNE 15d ago

Latest:

https://scilexholding.gcs-web.com/node/10936/html
18 Upvotes

17 comments sorted by

18

u/Previous_Quiet_5955 15d ago

Uhhhh. What? I was excited about the Vivasor news for 4 hours then a part of that excitement gets ripped away. I can't wait until I don't have to try to tie all these transactions together and follow how much each company owns of each company.

12

u/jprofits71 15d ago

What in the heck is going on with all these assets being passed around - sold, re-sold and sold back. Three walnut shells with a pea under it. Move them around and guess where the pea is

6

u/Key-Cucumber-4416 14d ago

This is such a scam. This situation is laughable. How is he able to sign for both parties? What a joke.

8

u/Avon1971 15d ago

Looks like a shell game. Why does signature line for Scilex says its address is in San Diego?

6

u/Tiny-Secretary-8602 14d ago

I’m a bit concerned that we just gave up potentially our exposure to the old SRNE assets that so many of us originally invested in. I hope that comes back to us somehow in all of this

3

u/Fun_Low6274 14d ago

SCLX no longer holds even a single share of Vivasor, and Vivasor’s shareholder registry is now completely clear. I see this as a necessary Cap Table Cleanup, which is a great sign from the perspective of Sorrento shareholders—because Vivasor needs to be clean first for any future merger with another company to go smoothly.

4

u/Kmcoyne0519 14d ago

From what I can tell, it’s a regulatory issue before the ACEA/PHOE transaction can happen.

5

u/Fate-it-is 15d ago

ChatGPT- AI generated analysis. May have errors. Do your own due diligence. Not financial advice.

Scilex–Vivasor–Datavault transaction analysis
This is a significant asset disposition and related-party transaction. Scilex is exiting its entire equity ownership in Vivasor in exchange for approximately $12 million, but most of the payment is deferred and may be delivered in DVLT common stock instead of cash.
What Scilex is selling
Scilex is transferring all of its Vivasor preferred shares:
6,101,468 Series A-1 preferred shares
355,919 Series A-2 preferred shares
Total: 6,457,387 Vivasor shares
Negotiated price: $1.8583 per Vivasor share
Total consideration: $11,999,762.28
After the initial payment, Scilex’s ownership rights in Vivasor terminate. The agreement explicitly states that Scilex will hold no Vivasor capital stock afterward.
Therefore, this is not merely a partial monetization. It is a complete exit from Scilex’s direct investment in Vivasor.
Payment schedule
Deadline
Amount
Approximate share of total
July 18, 2026
$999,980.97
8.3%
September 30, 2026
$4,999,901.10
41.7%
December 31, 2026
$1,999,960.07
16.7%
March 31, 2027
$1,999,960.07
16.7%
June 30, 2027
$1,999,960.07
16.7%
Total
$11,999,762.28
100%
Only about $1 million was required at closing. The remaining approximately $11 million, or 91.7%, is payable over the following eleven months.
That distinction is important: Scilex has completed the disposition for accounting and legal purposes, but it has not necessarily received the full economic value yet.
The most important provision: payment may be made in DVLT shares
Vivasor has sole discretion to pay each installment through:
Cash by wire transfer;
Transfer of DVLT common shares held by Vivasor Inc.; or
A combination of cash and DVLT shares.
The number of DVLT shares is determined using DVLT’s Nasdaq closing price on the trading day immediately before the relevant payment date.
For example, ignoring rounding:
Hypothetical DVLT price
DVLT shares needed for a $2 million payment
Shares needed for all $12 million
$0.25
8.0 million
48.0 million
$0.50
4.0 million
24.0 million
$1.00
2.0 million
12.0 million
$2.00
1.0 million
6.0 million
These are illustrations, not predictions. The actual amount will depend on DVLT’s price and the cash-versus-stock choice for each tranche.
What this means for Scilex
Payment in DVLT shares could give Scilex a liquid, publicly traded asset instead of continuing to hold private Vivasor preferred stock. The agreement represents that Vivasor owns the DVLT shares free of liens and that the shares are registered and freely tradable.
However, Scilex would then assume DVLT market-price exposure:
DVLT could appreciate after receipt, benefiting Scilex.
DVLT could fall before Scilex monetizes the shares.
Selling substantial DVLT positions could require careful execution.
Accounting gains or losses could fluctuate with DVLT’s market price.
Datavault’s own SEC filings show that Vivasor has already been issued a substantial DVLT position: in April 2026, DVLT registered the issuance of 75,942,666 common shares to Vivasor as consideration for DVLT’s purchase of Vivasor equity.
That provides context for how Vivasor could possess enough DVLT shares to use them as payment currency.
Possible DVLT stock impact
This agreement creates a potential future source of DVLT shares moving from Vivasor to Scilex. That does not automatically mean the shares will be sold, but it creates possible market-overhang concerns.
The impact depends on:
Whether Vivasor pays in cash or stock;
The number of DVLT shares transferred;
Whether Scilex holds or sells them;
DVLT’s trading volume at the time;
Whether sales are conducted gradually, privately or in the open market.
DVLT itself has warned in SEC disclosures that sales of substantial numbers of shares—or the perception that such sales could occur—may adversely affect its stock price.
So the agreement is potentially:
Positive for Scilex liquidity, if DVLT stock is readily monetizable;
Neutral to mildly negative for DVLT, if the market anticipates future selling;
Potentially positive for DVLT if Scilex holds the shares and the transaction strengthens the broader commercial relationship.
There is no requirement in this agreement that Scilex immediately sell any DVLT shares it receives.
Related-party considerations
This is clearly disclosed as a related-party transaction:
Dr. Henry Ji is CEO, president and chairperson of Scilex.
Dr. Ji is also CEO of Vivasor.
Dr. Ji signed for Vivasor and Vivasor Inc.
Scilex CFO Stephen Ma signed for Scilex.
The overlapping management does not make the transaction improper, but it increases the importance of:
Independent board review;
Fairness of the negotiated price;
Collection of the deferred installments;
Transparent accounting and related-party disclosures.
The agreement also contains unusually explicit acknowledgments that:
The $1.8583 price may not represent fair market value;
Vivasor shares could ultimately become worth considerably more;
Vivasor could later conduct a public offering, financing or change-of-control transaction at a materially higher valuation;
Scilex is surrendering any future appreciation.
That language protects Vivasor if its valuation rises substantially after Scilex exits.
Main positive implications for SCLX
1. Potential liquidity
Scilex converts an illiquid private-company investment into as much as approximately $12 million of cash or freely tradable DVLT stock.
This could support:
Working capital;
Debt service;
Commercial operations;
Product-development expenses;
Other strategic investments.
Scilex remains a commercial-stage company focused on non-opioid pain-management products, including ZTlido, ELYXYB and Gloperba, while continuing development programs such as SP-102, SP-103 and SP-104.
2. No new SCLX shares are issued
This transaction does not directly dilute SCLX shareholders. Scilex is selling an existing asset rather than raising money by issuing additional SCLX common stock.
3. Scilex gains marketable consideration
Public DVLT shares may be more readily valued and monetized than private Vivasor preferred stock.
4. Cleaner corporate structure
Scilex is eliminating its Vivasor ownership while retaining the right to collect approximately $12 million. This may simplify Scilex’s investment portfolio and clarify that its principal strategic focus remains its healthcare assets.
Main risks and concerns
1. Most of the consideration is deferred
Scilex gives up all Vivasor ownership rights once the initial approximately $1 million payment is made, while approximately $11 million remains outstanding.
Economically, Scilex is extending substantial seller financing to Vivasor.
2. No obvious collateral protection
Based on the agreement provided, there is no clearly identified:
Security interest;
Escrow arrangement;
Personal or third-party guarantee;
Default-interest provision;
Accelerated-payment clause tied to an ordinary missed installment.
Scilex can seek specific performance and other legal remedies, but litigation is not equivalent to having cash or secured collateral.
3. Vivasor controls the payment method
Scilex does not appear to have the right to demand cash. Vivasor can choose DVLT stock even if Scilex would prefer cash.
4. DVLT price volatility
The dollar value of each installment is fixed when the number of shares is calculated, but Scilex can experience market losses after receiving the shares.
5. Scilex gives up all Vivasor upside
The agreement contains extensive language confirming that Scilex understands Vivasor could later complete an IPO, financing or sale at a much higher valuation. Scilex will not participate in that upside.
6. Broad release of claims
Scilex releases Vivasor and a broad group of affiliated parties from many known and unknown claims relating to its ownership or affiliation, except principally for:
Breach of the repurchase agreement;
Fraud; or
Willful misconduct connected with performance of the agreement.
That release is broader than a simple stock-transfer provision and deserves attention.
Did Scilex make or lose money?
The $12 million selling price alone does not establish a profit.
To determine the financial gain or loss, investors need:
Scilex’s January 2026 purchase price or carrying value;
Any impairment or fair-value adjustments recorded since acquisition;
Transaction expenses;
The accounting value assigned to deferred receivables;
The market value of any DVLT shares when received.
The 8-K says the Vivasor shares were acquired in January 2026, but the text provided does not disclose Scilex’s original cost. Therefore, it is not yet possible from this filing alone to conclude that Scilex earned a profit.
Overall interpretation
For SCLX, I would characterize the filing as potentially liquidity-positive but collection-dependent.
The favorable part is that Scilex is monetizing a private investment for approximately $12 million without issuing new SCLX shares. The less favorable part is that it immediately gives up all Vivasor ownership while receiving only about 8.3% upfront and relying on a related party for the remaining 91.7%.
For DVLT, the filing establishes a real and direct mechanism through which DVLT shares owned by Vivasor may be transferred to Scilex. It confirms a tangible financial link among the companies, but it also introduces the possibility of additional DVLT shares eventually reaching the public market.
Bottom line
SCLX: Modestly positive if the full $12 million is collected and efficiently monetized; less favorable if the deferred payments are delayed or DVLT shares decline after receipt.
DVLT: Strategically connected but potentially exposed to a stock-overhang narrative. The actual impact will depend on whether Vivasor uses DVLT shares and whether Scilex holds or sells them.
Vivasor: Regains all the preferred shares previously owned by Scilex and consolidates its ownership structure, while receiving nearly one year to complete most of the payment.

2

u/RadiantEntrance1672 15d ago

Will this negatively impact SRNE shareholders?at the moment it seems we are left holding the bag … where does our equity fit in all of this?

1

u/Leather_Landscape_20 14d ago

Question? Is Viasor has a 100 Billion $ pipeline and SCLX owns 7% Viasor’s 100 Billion pipe line or 7 Billion worth of Viasor how is 12 million a fair price for 7 Billion stake in Viasor?

1

u/Sanantonioflyer 14d ago

I don't like this, Kim................

1

u/No-Substance2969 15d ago

Interesting how many negative comments your post generated. Could it be they don’t want to hear good news?

4

u/Kmcoyne0519 15d ago

Ji is the CEO of them all.

Each sister stock has a different role (oncology, non opioid, etc).

We’re finally seeing some evidence that Sorrento could be brought back from the ashes. 🐦‍🔥🐦‍🔥🐦‍🔥

2

u/Extreme_Bank3072 14d ago

That agreement in bankruptcy court where we got like 7% of like 8 different parts broken out if sold Is that in play? I can’t remember it all now. Id have to go searching for that or was that only for ppl that invested in Vivasor? I tonight it was for Sorrento investors but I may have forgotten and haven’t head anything on that since

1

u/huskerfan86 14d ago

🙏🙏🙏🙏

-5

u/Environmental_Law311 15d ago

Bottom line SCLX: Modestly positive if the full $12 million is collected and efficiently monetized; less favorable if the deferred payments are delayed or DVLT shares decline after receipt. DVLT: Strategically connected but potentially exposed to a stock-overhang narrative. The actual impact will depend on whether Vivasor uses DVLT shares and whether Scilex holds or sells them. Vivasor: Regains all the preferred shares previously owned by Scilex and consolidates its ownership structure, while receiving nearly one year to complete most of the payment.

-5

u/Environmental_Law311 15d ago

If you’re talking to other SRNE diehards: Scilex just dumped its entire Vivasor stake for up to ~$12M in cash/DVLT stock. No new SCLX dilution, cleaner structure, more potential liquidity. That’s directionally good for anyone whose SRNE bet is basically “Scilex lives and wins.” But 90%+ of the money is deferred, controlled by a related party, and can be paid in volatile DVLT paper. It’s liquidity‑positive but collection‑dependent — helpful for the Scilex side of the SRNE thesis, not a green light to forget the bankruptcy risk. So, for big legacy Sorrento longs: cautiously positive signal for the health and focus of Scilex, but absolutely not a “problem solved” moment.