[8-K] Datavault AI Inc. Reports Material Event

Rhea-AI Filing Summary

Datavault AI Inc. (DVLT) entered a major licensing deal with Scilex Holding Company. The agreement grants Scilex a worldwide, exclusive, non‑transferable license, with sublicensing rights, to use Datavault’s patented data platform technologies and related know‑how in biotechnology, biopharma, genetic, diagnostic, and data‑related markets covering generation, storage, analysis, tokenization, and exchange of DNA/genetic data.

Economics are sizable and multi‑layered: Scilex will pay a non‑refundable $10,000,000 license fee in four equal $2,500,000 quarterly installments beginning on December 31, 2025, plus potential milestones of up to $2,550,000,000 tied to net sales, and a 5% royalty on net sales during the royalty term. The license runs until the underlying patents expire, then converts to a perpetual, irrevocable, non‑exclusive, royalty‑free license. The agreement can terminate for insolvency, material breach, uncured missed payments within 15 days, or if annual royalty payments of at least $1,000,000 are not achieved and maintained after 24 months from the agreement date. The parties provided customary representations, warranties, and reciprocal indemnities.

Insights

Licensing & Royalty Streams Analyst

Large upfront, milestone, and royalty structure with performance gates.

The deal gives Scilex exclusive global rights to commercialize Datavault AI technologies across genetics and biotech data markets. Payments include a non‑refundable upfront of $10,000,000 in four $2,500,000 quarterly installments starting December 31, 2025, sales‑based milestones up to $2,550,000,000, and a 5% net sales royalty.

Durability and downside protections are explicit. The license lasts through patent life and then becomes perpetual, irrevocable, non‑exclusive, and royalty‑free. Termination can occur for insolvency, material breach, uncured missed payments within 15 days, or failure to achieve and maintain at least $1,000,000 in annual royalties after 24 months following the November 3, 2025 agreement date.

Cash flow timing hinges on installment receipts beginning December 31, 2025 and subsequent net sales performance. Actual milestone and royalty realization depends on product commercialization and sales; specific timelines beyond those stated are not provided in the excerpt.

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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): November 3, 2025

Datavault AI Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38608		30-1135279
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15268 NW Greenbrier Pkwy, Beaverton, OR		97006
(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 Capital Market

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 November 3, 2025, Datavault AI Inc. (the “Company”) entered into a License Agreement (the “License Agreement”) with Scilex Holding Company (“Scilex”).

Under the License Agreement, among other things, the Company granted Scilex a worldwide, exclusive, non-transferable license, with the right to sublicense, under the patents and know-how specified therein to among other things, research, develop, make, have made, use, sell, have sold, offer for sale, import, export, register, market, promote, advertise, commercialize and distribute the Proprietary Materials (as defined in the License Agreement), including a suite of patents related to the Company’s data platforms and any products created therefrom within the Target Market (as defined below).

With respect to the foregoing, “Target Market” shall mean 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.

The License Agreement expires upon the expiry of the patents underlying the Proprietary Materials, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free. The 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 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 License Agreement.

As consideration for the license under the License Agreement, Scilex agreed to pay the Company (a) a non-refundable license fee of $10,000,000, payable in four equal installments of $2,500,000 on or before the last day of each fiscal quarter, beginning on December 31, 2025, (b) subject to achievement of certain net sales for the licensed Product (as defined therein), up to an aggregate of $2,550,000,000, and (c) a five-percent (5%) royalty on net sales of the Product during the applicable royalty term under the License Agreement.

The License Agreement contains customary reciprocal indemnification obligations for the Company and Scilex and customary representations and warranties.

The foregoing is a summary of the material terms of the License Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On November 4, 2025, the Company issued a press release announcing the entry into the License Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to Item 7.01 on this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

www.kinross.com

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1*		License Agreement, dated November 3, 2025, by and between Datavault AI Inc. and Scilex Holding Company.
99.1		Press release, dated November 4, 2025.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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: November 4, 2025	DATAVAULT AI INC.
	By:	/s/ Nathaniel Bradley
		Name:	Nathaniel Bradley
		Title:	Chief Executive Officer

FAQ

What did DVLT announce in its 8-K?

Datavault AI entered a License Agreement granting Scilex exclusive global rights to its patented data platform technologies in specified genetic and biotech data markets.

What is the upfront payment structure for DVLT?

Scilex will pay a non‑refundable $10,000,000 license fee in four $2,500,000 installments, beginning on December 31, 2025.

What additional payments could DVLT receive under the Scilex deal?

Datavault AI may receive sales‑based milestones up to $2,550,000,000 and a 5% royalty on net sales during the royalty term.

When can the DVLT–Scilex license terminate?

It can terminate for insolvency, material breach, uncured missed payments within 15 days, or if annual royalties of at least $1,000,000 are not achieved and maintained after 24 months.

What happens to the license after the patents expire?

After patent expiry, the license becomes perpetual, irrevocable, non‑exclusive, and royalty‑free.

What markets are covered by the DVLT license to Scilex?

Biotechnology, biopharmaceutical, genetic, diagnostic, and data‑related markets tied to DNA/genetic data generation, storage, analysis, tokenization, and exchange.

Does the agreement include indemnification and warranties?

Yes, it includes customary reciprocal indemnification obligations and representations and warranties.