Scilex Holding Co 8-K

What Happened

• On April 26, 2026, Scilex Holding Company (SCLX) and Datavault AI Inc. entered a binding term sheet under Item 1.01 describing a proposed transaction in which Scilex would make an upfront cash contribution of $120,000,000 (to be paid in multiple closings, with a final closing no later than December 31, 2026).
• The funds are to be used exclusively to deploy Datavault’s “Quantum-Ready Edge Network” — quantum-ready GPU infrastructure across an estimated 100 U.S. cities. In exchange, Datavault will pay Scilex a share of gross revenues attributable to that network on a tiered basis (30%, then 15%, then 5% as caps are reached).
• The term sheet is governed by Delaware law and is subject to negotiation and execution of definitive transaction documents and customary closing conditions; there is no assurance the transaction will be completed.

Key Details

• Upfront Payment: $120,000,000, paid in multiple closings; final closing by Dec 31, 2026.
• Use of proceeds: Build-out, equipment, working capital and related overhead for the Quantum-Ready Edge Network across ~100 U.S. cities.
• Revenue participation: 30% of Network Revenues until Scilex receives $250,000,000 (Interim Cap); then 15% until combined receipts reach $1,200,000,000 (Additional Cap); thereafter 5% for the remaining lifetime of the GPUs.
• Term sheet dated April 26, 2026; definitive agreements, representations, warranties and closing conditions remain to be negotiated.

Why It Matters

• This Item 1.01 filing signals a potential material investment and long-term revenue stream for Scilex tied to Datavault’s GPU network rather than a traditional equity stake or acquisition. The upfront cash outlay could materially affect Scilex’s liquidity and capital allocation if consummated.
• The tiered revenue-sharing structure offers the potential for significant future payments to Scilex, but completion depends on definitive agreements, regulatory/third-party conditions, and Datavault’s operational performance. Investors should not assume the deal will close and should weigh the execution and timing risks described in the filing.