Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-050299

Filed: 2026-04-28

Period: 2026-04-26

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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0001682149

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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): April 26, 2026

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.)

One Commerce Square,

2005

Market Street, Suite 2400,

Philadelphia, PA

19103

(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 April 26, 2026, Datavault

AI Inc. (the “Company”) and Scilex Holding Company (“Scilex”) 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 Scilex (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 Scilex will make an upfront cash contribution to the Company 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 the Company’s quantum-ready graphics processing

units (“GPUs”) 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, the Company will become obligated to pay Scilex an amount equal to: (i) 30% of gross revenues recognized by the Company

attributable exclusively to the Quantum-Ready Edge Network (the “Network Revenues”), until the aggregate amount of such payments

to Scilex 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 Scilex (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 the Company. 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 the Company and Scilex to consummate the Proposed Transaction

or on the achievement of any related milestones or financial thresholds. Moreover, even if the Proposed Transaction is consummated, the

Company may never achieve the purpose of the Proposed Transaction and the market value the Company is aiming to achieve may never materialize.

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.

Item 8.01. Other Events.

On April 27, 2026, the

Company issued a press release announcing the entry into the Term Sheet for the Proposed Transaction. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this

Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and 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 they be deemed incorporated by reference into any filing by the Company, under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated April 27, 2026

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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: April 28, 2026

DATAVAULT AI INC.

By:

/s/ Nathaniel Bradley

Name:

Nathaniel Bradley

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612878d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

April 27, 2026

Datavault AI Announces Execution

of Binding Term Sheet for $120 Million Cash Contribution From Scilex Holding Company to Fund 100-City GPU Expansion of Quantum-Ready

SanQtum Platform

Combined with the anticipated sale of the BTC and Receivable collections, Datavault AI projects $200M+

infusion of cash without equity dilution.

Datavault AI has previously secured and in stock of Nvidia GPUs that have a current market value

of $1.2 billion that will enable the nationwide roll out.

Datavault AI and Scilex have entered into a binding term sheet for a $120 million cash contribution

from Scilex, in exchange for the right of Scilex to receive a portion of certain revenues recognized by Datavault AI attributable exclusively

to its quantum- ready GPU infrastructure across an estimated 100 cities in the United States (the “Quantum-Ready Edge Network”)

with the aggregate annual revenue potential of $10 billion to $100 billion.

PHILADELPHIA & TYSONS CORNER,

Va.--(BUSINESS WIRE)-- Datavault AI Inc. (NASDAQ: DVLT) (“Datavault AI” or the “Company”), a provider

of data monetization, credentialing, digital engagement, and real-world asset (“RWA”) tokenization technologies, today announced

it has executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex Holding Company (NASDAQ:

SCLX) (“Scilex”).

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: (i) 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready,

zero trust edge network (“network revenues”), payable until the aggregate amount of such payments received by Scilex equals

$250,000,000 (the “Interim Cap”); (ii) once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate

amount of such payments received by Scilex (when combined with amounts applied to the Interim Cap) equals $1,200,000,000 (the “Additional

Cap”); and (iii) once the Additional Cap is reached, 5% of Network Revenues.

The $120 million 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.

“The contribution from Scilex

will be a transformative milestone for Datavault AI,” said Nathaniel T. Bradley, Chief Executive Officer of Datavault AI.

“It will provide the capital required to execute our vision for the quantum-ready edge network without diluting our shareholders.

The cash contribution will be used to fully fund the deployment of our quantum-ready GPU infrastructure across an estimated 100 cities

in the United States, delivering unprecedented AI, high-performance computing, tokenized RWA processing, and secure government and enterprise

services nationwide.”

“Datavault

AI is a leader in establishing a global tokenization exchange to monetize data assets. Available Infrastructure is humbled and honored

by Datavault AI’s decision to standardize on our SanQtum platform as the ‘vault for data vault,’” said Dan Gregory,

Chief Executive Officer of Available Infrastructure. “Datavault AI’s vision embraces the dawn of quantum computing.

Available Infrastructure’s SanQtum platform is architected to be a Quantum Portal™ (patent pending), enabling Datavault AI

to be a first mover for the forthcoming quantum paradigm shift. The “Quantum-Ready Edge Network” Available Infrastructure

is rolling out with Datavault AI has the annual revenue potential per city of $100 million to $1 billion and the aggregate annual revenue

potential of $10 billion to $100 billion throughout the 100 U.S. cities.”

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.

Datavault AI and Available Infrastructure

look forward to expanding this national rollout and supporting additional customer deployments that benefit from secure communications,

secure storage, near-edge compute, and secure data processing. As coverage scales across the United States, the companies expect the

combined infrastructure footprint to help accelerate trusted tokenization, exchange, and valuation workflows by placing cybersecure edge

nodes closer to where data is generated and decisions are made.

About Datavault AI

Datavault AI™ (NASDAQ: DVLT) is

leading the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0 environment. The Company’s cloud-

based platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions.

Datavault AI’s Acoustic Sciences division

features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational

spatial and multichannel wireless, high- definition sound transmission technologies with intellectual property covering audio timing,

synchronization, and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance

computing to provide solutions for experiential data perception, valuation, and secure monetization.

Datavault AI’s platform serves multiple

industries, including high-performance computing software licensing for sports & entertainment, events & venues, biotech,

education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables Digital Twins and

the licensing of name, image, and likeness by securely attaching physical real- world objects to immutable metadata, fostering responsible

AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based automation, third-party

integration, detailed analytics and data, marketing automation, and advertising monitoring.

The

Company is headquartered in Philadelphia, PA. Learn more about Datavault AI at dvlt.ai.

About Available Infrastructure

Based in Northern Virginia

along the Washington, DC, beltway, Available Infrastructure offers cybersecure zero trust networking, HPC neocloud infrastructure, and

enterprise-grade AI — all private, sovereign, and at the edge. This unique combination supports critical infrastructure, sensitive

data, and AI models for agencies, enterprises, and institutions. Available Infrastructure is also the owner-operator of a growing nationwide

fleet of AI- powered, quantum-ready, distributed micro data centers with national security-grade cyber protection. Available Infrastructure

is an IBM Platinum Partner. For more information, visit www.availableinfrastructure.com.

Forward-Looking Statements

This press release contains

“forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and

other securities laws) about Datavault AI Inc. (“Datavault AI,” the “Company,” “us,” “our,”

or “we”) and our industry that involve risks and uncertainties. In some cases, you can identify forward-looking statements

because they contain words, such as “may,” “might,” “will,” “shall,” “should,”

“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”

“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,”

“goal,” “objective,” “seeks,” “likely” or “continue” or the negative of these

words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The absence of these words

does not mean that a statement is not forward-looking. Such forward-looking statements, including, but not limited to, statements regarding

future events, the expected execution of definitive agreements with respect to and the closing of multiple tranches of cash contribution

with the final tranche before the end of 2026 with revenue participation transaction with Scilex and satisfaction of any conditions to

closing; the structure and economic terms of the transaction with Scilex; the expected benefits of the partnership with Available Infrastructure;

the anticipated nationwide deployment of the Company’s edge node network across 100 cities throughout the United States; the projected

deployment milestones; the timing, scope, and expected benefits of the national rollout; the performance and impact of the near-edge

architecture, secure networking on-ramps, and Nvidia GPU inventory; anticipated customer adoption and use cases (including tokenization,

data exchange, and valuation); the anticipate market size estimated by Available may not materialize, and the expected operational, technical,

and commercial outcomes of the Company’s commercial strategy, and the projected direction and market impacts of regulatory changes

with respect to digital assets, are necessarily based upon estimates and assumptions that, while considered reasonable by the Company

and its management, are inherently uncertain.

Readers are cautioned not to place undue

reliance on these and other forward-looking statements contained herein.

Actual

results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties

including, but not limited to, the following: the failure to execute or close the Scilex transaction on the contemplated terms or timing;

delays or inability to complete due diligence, execute definitive agreements, or obtain board approvals; delays or inability to deploy

or scale the edge node network on the projected timeline; variability in revenue per location and aggregate network revenue from data

monetization and RWA tokenization; supply, delivery, or performance issues affecting the secured Nvidia GPU inventory; uncertainties

regarding valuation methodologies and third- party reports; changes in market demand for Datavault AI’s services and products;

changes in economic, market, or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized assets;

risks associated with technological development and integration; and other risks and uncertainties as more fully described in Datavault

AI’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K

for the year ended December 31, 2025 and other filings that Datavault AI makes from time to time with the SEC, which are available

on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.

The forward-looking statements made

in this press release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to

update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release

or to reflect new information or the occurrence of unanticipated events, except as required by law.

Datavault AI may not actually achieve

the plans, intentions, or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-

looking statements. Datavault AI’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers,

dispositions, joint ventures, or investments it may make.

Trademarks, Trade Names, Service

Marks and Copyrights

We own or have rights to use various

trademarks, tradenames, service marks and copyrights, which are protected under applicable intellectual property laws. This press release

also contains trademarks, tradenames, service marks and copyrights of other companies, which are, to our knowledge, the property of their

respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this press release

may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will

not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames,

service marks and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks, or copyrights

to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these

other parties.

View

source version on businesswire.com:

https://www.businesswire.com/news/home/20260427795176/en/

Media

Contact (Datavault AI):

marketing@dvlt.ai

Investor

Relations (Datavault AI):

Edward Barger, VP, Investor Relations

ir@dvlt.ai

Media

Contact (Available Infrastructure):

Nikki Arnone

nikki@inflectionpointagency.com

Source: Datavault AI Inc.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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