Datavault executes term sheet for $120M cash contribution from Scilex

Datavault AI (DVLT) executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex Holding Company (SCLX). The term sheet contemplates that Scilex will make an upfront cash contribution to Datavault AI in the amount of $120,000,000, and, in consideration therefor, Datavault AI will pay to Scilex an amount equal to: 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready, zero trust edge network, payable until the aggregate amount of such payments received by Scilex equals $250,000,000; once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate amount of such payments received by Scilex equals $1,200,000,000; and once the Additional Cap is reached, 5% of Network Revenues. The $120M cash contribution will be used to fund the deployment of Datavault AI’s quantum-ready edge network, including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. It is anticipated that Datavault AI’s network will leverage Available Infrastructure’s a fleet of high-performance, cybersecure, and quantum-ready micro edge data centers. Each site features Available Infrastructure’s SanQtum stack of solutions, including zero trust networking, data storage with quantum-resilient encryption, private sovereign cloud, and GPUs for AI inference at the edge. Available Infrastructure’s SanQtum quantum-ready edge network is designed to support advanced AI workloads, high-performance computing, tokenized RWAs, and mission-critical digital services, all protected by quantum-resistant encryption and engineered for future quantum computing compatibility. Datavault AI and Available Infrastructure’s initial deployment in New York and Philadelphia is expected to go live in the second quarter of 2026. Datavault AI’s new deployment objectives include 25 operational locations within 12 months, 50 within 24 months, and full 100-location coverage within 36 months of closing. Datavault AI and Scilex have agreed to negotiate in good faith and use commercially reasonable efforts to enter into a definitive agreement reflecting the terms set forth in the term sheet and containing such other representations, warranties, covenants, indemnities, conditions, termination rights, and other provisions as are customary for transactions of this type. The Scilex transaction is targeted to close in multiple tranches with the final tranche before the end of 2026. Scilex’s revenue participation is structured to align long-term interests while preserving full ownership and upside for Datavault AI shareholders.