Scilex (SCLX) plans $120M Datavault AI funding for quantum-ready GPU network

Rhea-AI Filing Summary

Scilex Holding Company entered into a binding term sheet with Datavault AI Inc. for a proposed cash contribution and revenue participation arrangement tied to Datavault’s planned Quantum-Ready Edge Network in about 100 U.S. cities.

Scilex expects to make an upfront cash contribution of $120,000,000, paid in multiple closings with the final closing no later than December 31, 2026. In return, Datavault would pay Scilex 30% of Network Revenues until payments total $250,000,000, then 15% until combined payments reach $1,200,000,000, and 5% of Network Revenues for the remaining lifetime of the GPUs purchased with the upfront funds. The arrangement remains subject to negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and achievement of specified operational and financial milestones, and may ultimately not be completed.

Insights

Equity and structured-finance analyst

Scilex proposes a large, staged cash contribution to Datavault in exchange for long-term revenue sharing, but execution and closing remain uncertain.

The term sheet outlines Scilex contributing $120,000,000 to fund Datavault’s quantum-ready GPU edge network across roughly 100 U.S. cities. In exchange, Scilex would receive a tiered share of Network Revenues: 30% until cumulative payments reach an $250,000,000 Interim Cap, 15% until total payments hit an $1,200,000,000 Additional Cap, and then 5% for the GPUs’ remaining life.

This structure functions economically like a revenue participation or royalty deal linked to a specific asset network, rather than equity ownership. The filing emphasizes that definitive agreements are not yet signed and that closing is subject to customary conditions and Datavault’s operational and financial milestones. The company also notes potential risks of disputes or litigation if negotiations fail, which could affect liquidity and management focus. Subsequent company reports after December 31, 2026 will show whether the definitive agreements are executed, closings occur, and revenue-sharing payments begin.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

Key Figures

Upfront Payment: $120,000,000 Interim Cap: $250,000,000 Additional Cap: $1,200,000,000 +4 more

7 metrics

Upfront Payment $120,000,000 Expected cash contribution to Datavault, multiple closings

Interim Cap $250,000,000 30% of Network Revenues paid to Scilex until this cap

Additional Cap $1,200,000,000 15% of Network Revenues until cumulative payments reach this level

Initial Revenue Share 30% of Network Revenues Applies until $250,000,000 Interim Cap is reached

Subsequent Revenue Share 15% then 5% 15% until $1,200,000,000, then 5% for GPU lifetime

Target Cities 100 cities Estimated U.S. locations for Quantum-Ready Edge Network deployment

Final Closing Deadline December 31, 2026 Latest date for final closing of the Upfront Payment

Key Terms

Material Definitive Agreement, binding term sheet, Quantum-Ready Edge Network, Network Revenues, +2 more

6 terms

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.

binding term sheet financial

"entered into a binding term sheet (the “Term Sheet”), which sets forth the principal terms"

A binding term sheet is a short, signed document that sets out the main deal points—price, ownership, key rights and responsibilities—and includes specific promises that are legally enforceable. Think of it as a shopping list with certain items you and the seller have already agreed must happen, not just a wish list. Investors watch for binding term sheets because they signal real commitment, change the odds of a deal closing, and create legal obligations that can affect valuation, financing and risk.

Quantum-Ready Edge Network technical

"deployment of Datavault’s quantum-ready graphics processing units infrastructure across an estimated 100 cities in the United States (the “Quantum-Ready Edge Network”)"

A quantum-ready edge network is a distributed computing setup that keeps processing and data close to users or devices while being built to handle future quantum computing power and quantum-resistant security measures. Like upgrading a neighborhood power grid to run today’s appliances and tomorrow’s electric vehicles, it matters to investors because it can lower delays, strengthen protection against emerging cyber threats, and give companies a technological edge as quantum technologies become practical.

Network Revenues financial

"30% of gross revenues recognized by Datavault attributable exclusively to the Quantum-Ready Edge Network (the “Network Revenues”)"

Interim Cap financial

"until the aggregate amount of such payments to the Company equals $250,000,000 (the “Interim Cap”)"

Additional Cap financial

"until the aggregate amount of such payments to the Company ... equals $1,200,000,000 (the “Additional Cap”)"

Understanding 8-K Material Events →

0001820190false0001820190sclx:CommonStockParValue00001PerShare2Member2026-04-262026-04-260001820190sclx:WarrantsToPurchaseOneShareOfCommonStockEachAtAnExercisePriceOf40250PerShareMember2026-04-262026-04-2600018201902026-04-262026-04-26

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): April 26, 2026

_______________________

SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
_______________________

Delaware
(State or other jurisdiction
of incorporation) 001-39852
(Commission
File Number) 92-1062542
(IRS Employer
Identification No.)

960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)

(650) 516-4310

Registrant’s telephone number, including area code

N/A
(Former Name or Former Address, if Changed Since 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:

☐		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 Exchange Act:

(Title of each class)	(Trading Symbol)	(Name of exchange on which registered)
Common Stock, par value $0.0001 per share	SCLX	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $402.50	SCLXW	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 April 26, 2026, Scilex Holding Company (the “Company”) and Datavault AI Inc. (“Datavault”) and entered into a binding term sheet (the “Term Sheet”), which sets forth the principal terms and conditions of a proposed cash contribution and revenue participation arrangement between the Company and Datavault (the “Proposed Transaction”). Pursuant to the Term Sheet, and subject to the finalization of mutually agreeable definitive transaction documents and, ultimately, the satisfaction of certain customary closing conditions to be contained therein, it is expected that the Company will make an upfront cash contribution to Datavault in the amount of $120,000,000, to be paid in multiple closings, with the final closing to occur no later than December 31, 2026 (the “Upfront Payment”). The Company will use the proceeds from the Upfront Payment exclusively to fund the deployment of Datavault’s quantum-ready graphics processing units infrastructure across an estimated 100 cities in the United States (the “Quantum-Ready Edge Network”), including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto.

In consideration of the Upfront Payment, Datavault will become obligated to pay the Company an amount equal to: (i) 30% of gross revenues recognized by Datavault attributable exclusively to the Quantum-Ready Edge Network (the “Network Revenues”), until the aggregate amount of such payments to the Company equals $250,000,000 (the “Interim Cap”), (ii) from and after the time that the Interim Cap has been reached, 15% of Network Revenues until the aggregate amount of such payments to the Company (when combined with amounts applied to the Interim Cap) equals $1,200,000,000 (the “Additional Cap”), and (iii) from and after the time that the Additional Cap has been reached, 5% of Network Revenues during the remaining lifetime of the GPUs purchased using the Upfront Payment.

The Term Sheet includes customary provisions regarding transaction documents, including that the definitive agreement for the Proposed Transaction and related agreements and other documents will contain customary representations, warranties, covenants, indemnities, limitations on indemnity, termination provisions and other terms typical for transactions of this nature.

The Term Sheet is governed by Delaware law, contains customary confidentiality provisions, and will remain in effect until the execution of the definitive agreement for the transaction, unless otherwise terminated by the parties.

There can be no assurance that the definitive agreement and 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 the Proposed Transaction, including the satisfaction or waiver of the applicable closing conditions, are subject to numerous factors, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, the ability of the parties to negotiate and execute the definitive agreement for the Proposed Transaction, and the achievement of specified operational and financial milestones, including certain conditions that depend on the business performance and operating results of Datavault. 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 for the Proposed Transaction, 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, the ability of Datavault and the Company to consummate the Proposed Transaction or on the achievement of any related milestones or financial thresholds.

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.

2

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.

	SCILEX HOLDING COMPANY
	By:	/s/ Henry Ji, Ph.D.
	Name:	Henry Ji, Ph.D.
Date: April 28, 2026	Title:	Chief Executive Officer & President

3

FAQ

What transaction did Scilex (SCLX) announce with Datavault AI?

Scilex entered into a binding term sheet with Datavault AI for a proposed cash contribution and revenue participation arrangement. Scilex would fund Datavault’s Quantum-Ready Edge Network while receiving a defined share of future Network Revenues under tiered caps.

How much will Scilex contribute to Datavault AI under the proposed deal?

Scilex expects to make an upfront cash contribution of $120,000,000 to Datavault, paid in multiple closings. The final closing is expected no later than December 31, 2026, and the funds will support building and operating Datavault’s GPU-based Quantum-Ready Edge Network.

What revenue share could Scilex (SCLX) receive from Datavault’s Quantum-Ready Edge Network?

In consideration for its cash contribution, Scilex would receive 30% of Network Revenues until payments total $250,000,000, then 15% until cumulative payments reach $1,200,000,000, and 5% of Network Revenues for the GPUs’ remaining lifetime thereafter.

Is the Scilex–Datavault AI transaction definitive and guaranteed to close?

No. The arrangement is based on a binding term sheet and remains subject to negotiating and executing definitive agreements, customary closing conditions, and specified operational and financial milestones. The company warns there is no assurance the transaction will be consummated.

How will Datavault AI use the $120 million funded by Scilex?

The proceeds from the Upfront Payment are to be used exclusively to deploy Datavault’s quantum-ready GPU infrastructure across about 100 U.S. cities. This includes network build-out, equipment purchases, related working capital, and reasonable overhead directly tied to the Quantum-Ready Edge Network.

What risks does Scilex highlight regarding the proposed Datavault AI transaction?

Scilex notes risks that definitive agreements may not be reached and closing conditions may not be satisfied or waived. It also cites potential disputes or litigation over the term sheet, which could be costly, time-consuming, and negatively affect its financial condition or liquidity.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 56.1 KB