Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

Scilex Holding Company (the "Company") entered into a Convertible Promissory Note, dated January 29, 2026 (the "Note"), with Quantum Scan Holdings, Inc. ("Q Scan"). Pursuant to the Note, the Company loaned Q Scan an aggregate of $20 million. The Note had a maturity date of October 29, 2026 and would commence accruing interest at a rate of 3.66% per annum commencing on April 29, 2026. The Note converted in full into an aggregate of 140,379,226 shares of common stock of Q Scan (the "Common Stock") on January 29, 2026. The Note contains customary representations and warranties of the Company and Q Scan and customary covenants of Q Scan.

The Company and Q Scan entered into a common stock purchase agreement, dated January 29, 2026, with Q Scan (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, Q Scan agreed to sell to the Company, and the Company agreed to purchase from Q Scan, an aggregate of 193,021,436 shares of Common Stock (the "Stock Purchase") for an aggregate purchase price of approximately $27.5 million. The closing of the Stock Purchase shall occur within five business days of written notice delivered by Q Scan to the Company. The Stock Purchase Agreement contains customary representations, warranties and covenants of the Company and Q Scan.

Stephen Ma, the Company's Chief Financial Officer and a member of the Company's Board of Directors, has served as Q Scan's interim Chief Financial Officer since January 16, 2026. As of the date of this Current Report on Form 8-K, Mr. Ma has not received any cash, equity or other compensation from Q Scan in his capacity as Q Scan's interim Chief Financial Officer.

The foregoing summaries of the Note and the Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Note and the Stock Purchase Agreement, which the Company intends to file as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026.