Datavault AI Inc. 8-K

What Happened Datavault AI Inc. announced on April 26, 2026 that it entered into a binding term sheet with Scilex Holding Company for a proposed cash contribution of $120,000,000 to be paid in multiple closings (final no later than Dec. 31, 2026). The funds are intended exclusively to build out the company’s “Quantum-Ready Edge Network” of quantum-ready GPUs across an estimated 100 U.S. cities. The companies will negotiate definitive transaction documents; the term sheet is subject to closing conditions and may be terminated or changed.

Key Details

• Upfront Payment: $120,000,000 paid in multiple closings, final close by December 31, 2026.
• Use of Proceeds: Exclusively for deployment of quantum-ready GPUs infrastructure across ~100 U.S. cities (build-out, equipment, related working capital, overhead tied to the network).
• Revenue Participation: Company pays Scilex: 30% of gross Network Revenues until Scilex has received $250,000,000 (Interim Cap); then 15% until combined amounts reach $1,200,000,000 (Additional Cap); thereafter 5% of Network Revenues for the remaining life of the GPUs purchased with the Upfront Payment.
• Timing & Disclosure: Term sheet dated April 26, 2026; press release issued April 27, 2026 (Exhibit 99.1). Definitive agreements, representations, covenants and customary closing conditions remain to be negotiated.

Why It Matters If completed, the deal would provide substantial funding targeted at scaling Datavault AI’s edge GPU network, which could accelerate revenue-generating capacity. However, the revenue-sharing structure is material: a large percentage of gross revenues from the funded network will be payable to Scilex until significant caps are met, which could affect cash flow and profitability from that network. The term sheet is not a final agreement and the transaction depends on negotiation, approvals, milestones and other conditions, so investors should not assume the transaction will close as described.