Risk Profile Improvements

• ⚠ Controlled Company (new) — Scilex controls over 80% of outstanding common stock and approximately 82% of voting power, enabling it to control all stockholder votes and corporate decisions.
• ⚠ Going Concern (new) — Auditor raised substantial doubt about ability to continue as a going concern due to recurring losses, negative cash flows, and only $55,000 in cash as of June 30, 2025.
• ⚠ Material Weakness (new) — The company has identified material weaknesses in its internal control over financial reporting.
• ⚠ Single Product Candidate (new) — Company has only one product candidate (SP-102) and no approved products; entire future depends on successfully developing, obtaining FDA approval for, and commercializing this single asset.
• ⚠ Related-Party Milestone Payments (new) — Former Semnur shareholders (now related parties through the Scilex acquisition) are entitled to up to $280M in milestone payments; Scilex expects to seek reimbursement from Semnur but no intercompany agreement exists, creating uncertainty about whether and how Semnur will bear these costs.