Material Agreement (Form 8-K)

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.

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