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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 |
