Nathaniel Bradley and EOS Holdings

Nathaniel Bradley, the Company’s Chief Executive Officer (“CEO”), is a control person of EOS Holdings which became a related party of the Company upon the consummation of the DV Asset Acquisition on December 31, 2024. In addition, Sonia Choi, the Company’s Chief Marketing Officer is the spouse of the Company’s CEO and holds the position of Chief Marketing Officer of EOS Holdings, a related party of the Company. EOS Holdings received 40,000,000 share of common stock in the DV Asset Acquisition, of which, all but 3,999,911 shares of common stock of the Company were immediately distributed to various EOS Holdings shareholders at the close of the transaction. As described in Note 5 Borrowings, the Company owed $3.9 million and $10 million DV Convertible Note to EOS Holdings, and EOS Holdings owes $0 and $0.4 million in notes receivable to the Company, as of December 31, 2025 and 2024, respectively. In the third quarter of 2025, EOS Holdings exercised its conversion right under the DV Convertible Note, converting approximately $3.2 million of the principal balance into shares of the Company’s common stock. Company has recorded $5,000 in interest income on the notes receivable for the year ended December 31, 2025.

In addition to the DV Convertible Note and the EOS Holdings Note Balance, on January 16, 2025, the Company entered into a Transition Services Agreement (“Transition Services Agreement”) to receive from EOS Holdings, employees to provide transition services in connection with the Acquired Assets for a period of up to three months. For the year ended December 31, 2025, the Company has paid $0.8 million to EOS Holdings and has a balance due to EOS Holdings as of December 31, 2025 of $0.3 million. No fees were paid to EOS Holdings during the year ended December 31, 2024 in connection with the Transition Services Agreement.

Pursuant to the asset acquisition agreement with EOS Holdings, the Company is obligated to pay an earnout equal to 3% of Net Revenue (as defined in the agreement) generated from products and/or services utilizing the acquired Patent Rights. For the year ended December 31, 2025, the Company recognized approximately $30 million of revenue subject to the earnout provision and recorded approximately $0.8 million of earnout expense. As of December 31, 2025, the Company had accrued approximately $0.8 million in earnout payable to EOS Holdings which is included in the accrued liabilities section of the balance sheet. This transaction is expected to be settled with the issuance of stock. No payments or stock issuances were made during the year ended December 31, 2025.

Helge Kristensen

Mr. Kristensen has served as a member of the Company’s board of directors since 2010. Mr. Kristensen serves as vice president of Hansong Technology, an original device manufacturer of audio products based in China, president of Platin Gate Technology (Nanjing) Co. Ltd, a company with focus on service-branding in lifestyle products as well as pro line products based in China and co-founder and director of Inizio Capital, an investment company based in the Cayman Islands.

For the years ended December 31, 2025 and 2024, Hansong Technology purchased modules from the Company of approximately $205,000 and $58,000, respectively, and made payments to the Company of approximately $0.2 million and $38,000 respectively. At December 31, 2025 and 2024, Hansong Technology sold speaker products to the Company of approximately $10,000 and $28,000, respectively, and the Company made payments to Hansong Technology of approximately $53,000 and $0.2 million, respectively. At December 31, 2025 and 2024, the Company owed Hansong Technology approximately $0 and $43,000, respectively. At December 31, 2025 and 2024, Hansong Technology owed the Company approximately $0 and $24,000, respectively.

As of December 31, 2025 and December 31, 2024, Mr. Kristensen owned less than 1.0% of the outstanding shares of the Common Stock.

Relationship with Scilex Holding Company and Vivasor, Inc.

Scilex Holding Company beneficially owned approximately 43% of the Company’s outstanding common stock as of December 31, 2025.

Vivasor, Inc. (“Vivasor”) shares common executive leadership with Scilex and is partially owned by Scilex. Management has determined that Vivasor is a related party under ASC 850 due to common management and ownership relationships.

Scilex Equity Investment

On September 25, 2025, the Company entered into a Securities Purchase Agreement with Scilex Holding Company, (“Scilex”), pursuant to which Scilex acquired an aggregate of 278,914,094 shares of the Company’s common stock for an aggregate purchase price of $150,000,000 in the native currency of the BTC blockchain, which was valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025.

For so long as Scilex beneficially owns (i) an aggregate of at least 10% of the issued and outstanding shares of common stock, Scilex may (but is not required to) designate two directors to the Board, and (ii) at least 5% but no more than 10% of the issued and outstanding shares of common stock, Scilex may designate one director to the Board. As of December 31, 2025, Scilex beneficially owned approximately 43% of the Company’s outstanding common stock as of December 31, 2025.

Scilex License Agreement

In November 2025, the Company entered into an exclusive license agreement with Scilex (the “Scilex License Agreement”), pursuant to which the Company granted to Scilex a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other IP rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including biotechnology, biopharmaceutical, genetic, diagnostic, and data-related industries, and any markets relating to the generation, use, storage, analysis, tokenization, and exchange of DNA, genetic, diagnostic, and therapeutic data or materials – in consideration for a one-time cash payment in the amount of $10.0 million, payable in four equal quarterly instalments, a 5% royalty on net sales of products that incorporate or make use of the licensed IP (“Scilex Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Scilex Product Net Sales milestones, in an aggregate amount up to $2.55 billion. During the year ended December 31, 2025, the Company recognized $10.0 million of revenue related to this agreement. As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Scilex totaled $10.0 million.

The Scilex License Agreement expires upon the expiry of the patents underlying the licensed IP, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free. The Scilex License Agreement is subject to earlier termination if, among other things: (i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Scilex License Agreement, (iii) Scilex fails to make any required payment to the Company that is not cured within 15 days, or (iv) Scilex does not achieve and maintain annual royalty payments to the Company of a minimum of $1,000,000 after 24 months following the date of the Scilex License Agreement.

Advances from Scilex

During November and December 2025, Scilex advanced an aggregate of approximately $21.8 million to the Company pursuant to short-term financing arrangements bearing interest at 15.42%. During 2025, the Company repaid approximately $21.7 million of principal through transfers of Bitcoin and paid $49,000 of interest. As of December 31, 2025, $0.1 million of principal remained outstanding. No interest was accrued at year end.

Relationship with Vivasor

Common Management Team

Henry Ji, Ph. D., the Chairperson, Chief Executive Officer, and President of Scilex as well as the President, Chief Executive Officer, Chief Financial Officer, and Secretary of Vivasor and Stephen Ma, the Chief Financial Officer of Scilex and director of Scilex, are both executives at Vivasor, which is a subsidiary of an entity controlled by Henry Ji, Ph. D. and his affiliates. Scilex is also a stockholder in Vivasor. Accordingly, Vivasor is a related party under ASC 850 due to common management and ownership relationships.

Vivasor License Agreement

On December 20, 2025, the Company entered into an exclusive license agreement with Vivasor (the “Vivasor License Agreement”), pursuant to which the Company granted to Vivasor a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other IP rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including medical imaging and scanning – in consideration for a one-time cash payment in the amount of $20.0 million, payable within 120 days following invoicing, a 5% royalty on net sales of products that incorporate or make use of the licensed intellectual property (“Vivasor Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Vivasor Product Net Sales milestones, in an aggregate amount up to $2.55 billion. During the year ended December 31, 2025, the Company recognized $20.0 million of revenue related to this agreement. As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Vivasor totaled $20.0 million.

The Vivasor License Agreement expires upon the expiry of the patents underlying the licensed IP, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free. The Vivasor License Agreement is subject to earlier termination if, among other things: (i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Vivasor License Agreement, or (iii) Vivasor fails to make any required payment to the Company that is not cured within 15 days.

Nasdaq Compliance

On February 24, 2026, we received a letter from Nasdaq notifying us that, because the closing bid price for our shares of common stock had been below $1.00 per share for 30 consecutive business days, we were no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq. Rule 5550(a)(2) of Nasdaq’s Marketplace Rules (the “Nasdaq Rules”) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”) and Rule 5810(c)(3)(A) of the Nasdaq Rules provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.