STOCK TITAN
  1. Home
  2. Sec-filings
  3. DVLT
  4. [8-K] Datavault AI Inc. Reports Material Event

Datavault AI (DVLT) outlines $50M sale of 837 BTC to Scilex with installments

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datavault AI Inc. reported signing a binding term sheet with Scilex Holding Company for Scilex’s proposed purchase of 837 Bitcoin (BTC) held in a Biconomy wallet for a total purchase price of $50 million.

Scilex is expected to pay $30 million initially, with the remaining $20 million in quarterly installments starting in the fourth quarter of 2026 and ending on December 31, 2028. Scilex may pay in cash, Scilex common stock, publicly traded securities of its subsidiaries, or a combination, at its discretion.

The deal remains subject to negotiation and execution of a definitive agreement, customary closing conditions, approvals, and other factors, and there is no assurance the transaction will be completed on these terms or at all.

Positive

  • None.

Negative

  • None.

Insights

Datavault AI outlines a $50M BTC sale to Scilex, but completion depends on a future definitive agreement and installment payments through 2028.

The company describes a proposed sale of $50 million worth of 837 BTC to Scilex, with a $30 million initial payment and $20 million in quarterly installments through December 31, 2028. Consideration can be cash, Scilex stock, or securities of its subsidiaries at Scilex’s discretion.

This structure could convert a concentrated crypto position into a mix of cash and securities over time, but the filing emphasizes that the term sheet is subject to further negotiation and board approvals. The transaction may not close, and any failure or dispute around the term sheet could affect Datavault AI’s liquidity and divert management attention.

The timing of installment payments beginning in Q4 2026 means any liquidity benefits would be spread over multiple years, contingent on execution of the definitive agreement and ongoing performance of obligations by both parties.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
BTC sold 837 BTC Total Bitcoin proposed to be sold to Scilex
Total purchase price $50 million Aggregate consideration for 837 BTC
Initial payment $30 million Upfront amount Scilex agrees to pay
Installment balance $20 million Remaining purchase price in quarterly installments
Installment period end December 31, 2028 Final date for quarterly installment payments
Installments start Q4 2026 Quarter when installment payments commence
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Term Sheet financial
"entered into a binding term sheet (the “Term Sheet”) with Scilex Holding Company"
A term sheet is a short, non-binding summary of the main points agreed between parties before a formal investment, loan, or acquisition is completed. Think of it as a blueprint that lists price, ownership split, key rights and conditions, and timelines so everyone knows the deal’s structure before lawyers draft final contracts. Investors care because it signals the likely economic terms, risks, and protections they will get and can make or break whether a transaction proceeds.
Proposed Transaction financial
"terms and conditions of Scilex’s proposed purchase (the “Proposed Transaction”) of Bitcoin"
customary closing conditions regulatory
"subject to the finalization of a definitive agreement ... and the satisfaction of certain customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
indemnities legal
"will contain customary representations, warranties, covenants, indemnities, limitations on indemnity"

FAQ

What transaction did Datavault AI (DVLT) disclose with Scilex Holding Company?
Datavault AI disclosed a binding term sheet for Scilex to purchase 837 Bitcoin (BTC) from the company for a total purchase price of $50 million, subject to a definitive agreement and customary closing conditions being finalized and satisfied.

How much Bitcoin and value are involved in Datavault AI’s proposed sale?
The proposed transaction covers 837 Bitcoin (BTC) for a total purchase price of $50 million. These BTC are currently held in a Biconomy digital wallet owned by Datavault AI, and the sale terms remain subject to a future definitive agreement.

What are the payment terms Scilex agreed to in the Datavault AI term sheet?
Scilex agreed to an initial payment of $30 million, with the remaining $20 million payable in quarterly installments. These installments are scheduled to begin in the fourth quarter of 2026 and continue until December 31, 2028, under the proposed structure.

In what form can Scilex pay Datavault AI for the Bitcoin purchase?
Scilex may pay the $50 million purchase price in cash, shares of its common stock, publicly traded securities of its subsidiaries, or any combination. The choice of consideration is at Scilex’s discretion, as described in the binding term sheet between the parties.

Is the Datavault AI and Scilex Bitcoin transaction guaranteed to close?
No, the transaction is not guaranteed. It depends on negotiating and executing a definitive agreement, satisfying customary closing conditions, and obtaining necessary approvals. The term sheet can be modified or terminated, and the filing notes there can be no assurance of completion.

What risks does Datavault AI highlight regarding the proposed Bitcoin sale to Scilex?
Datavault AI notes that failure to reach a definitive agreement or consummate the deal could lead to disputes or litigation over the term sheet. Such outcomes could be costly, time-consuming, divert management attention, and adversely affect the company’s financial condition or liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001682149 0001682149 2026-06-24 2026-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 24, 2026

 

Datavault AI Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38608   30-1135279

(State or other jurisdiction of
incorporation)

   (Commission
File Number)		   (IRS Employer
Identification No.)

 

One Commerce Square,

2005 Market Street, Suite 2400,

Philadelphia, PA

   19103
(Address of Principal Executive Offices)   (Zip Code)

 

(408) 627-4716

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or former address if changed from last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.0001 per share   DVLT   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 24, 2026, Datavault AI Inc. (the “Company”) entered into a binding term sheet (the “Term Sheet”) with Scilex Holding Company (“Scilex”), which sets forth certain terms and conditions of Scilex’s proposed purchase (the “Proposed Transaction”) of Bitcoin (“BTC”) from the Company that is currently held by the Company in a Biconomy digital wallet (the “Wallet”).

 

Pursuant to the Term Sheet, and subject to the finalization of a definitive agreement (the “Definitive Agreement”) to be negotiated in good faith by the Company and Scilex and, ultimately, the satisfaction of certain customary closing conditions to be contained therein, it is expected that Scilex will purchase from the Company a total of 837 BTC held in the Wallet for $50 million (the “Purchase Price”). Scilex has agreed to make an initial payment of $30 million, with the remaining $20 million payable in quarterly installments commencing in the fourth quarter of 2026 and ending on December 31, 2028. Scilex will pay the Purchase Price in cash or shares of Scilex’s common stock, par value $0.0001 per share, or publicly traded securities of Scilex’s subsidiaries, or a combination thereof, at the discretion of Scilex.

 

The Term Sheet provides that the Definitive Agreement will contain customary representations, warranties, covenants, indemnities, limitations on indemnity, termination provisions and other terms typical for transactions of this nature.

 

There can be no assurance that the Definitive Agreement and any other transaction documents necessary to consummate the Proposed Transaction will be entered into, or that the Proposed Transaction will be consummated on the terms described herein or at all. The consummation of the Proposed Transaction is subject to numerous factors, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, and the ability of the parties to negotiate and execute the Definitive Agreement. The Term Sheet reflects terms that remain subject to further negotiation, modification and/or approval by the applicable boards of directors and may be terminated by the parties. Any such termination, or a failure by the parties to agree on the Definitive Agreement, could result in disputes or litigation relating to the interpretation, enforceability and/or performance of the provisions of the Term Sheet, which could be costly and/or time-consuming, divert management attention and/or otherwise adversely affect the financial condition or liquidity of the Company, including its ability to pursue or defend such claims. Accordingly, investors should not place undue reliance on the consummation of the Proposed Transaction or the ability of the Company and Scilex to consummate the Proposed Transaction.

 

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026 or by an amendment to this Current Report on Form 8-K.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 29, 2026 DATAVAULT AI INC.
     
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents