Datavault AI Inc. , a leader in AI-driven data visualization, valuation, and monetization, announced the execution of a securities purchase agreement for a $150 million strategic investment from Scilex Holding Company . As described below, the investment will be made in two tranches, with an initial tranche of $8,067,000, expected to close on September 26, 2025, and a second tranche of $141,933,000 expected to close following receipt of stockholder approval as described below. The transaction, executed in Bitcoin (BTC) at the spot exchange rate published by Coinbase.com, is expected to strengthen Datavault AI’s balance sheet and provide growth capital to accelerate its supercomputing infrastructure, expand independent data exchanges, and unlock new revenue streams.

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Henry Ji, Ph.D., CEO and President of Scilex Holding Company, said, “Datavault AI’s cutting-edge technologies align perfectly with the biotech sector’s need for advanced data analytics, AI-driven insights, and super computing power. This investment reflects our belief in Datavault’s ability to transform markets where trust and precision are critical. Biotech is a market we know well, and we will help guide Datavault to maximum revenue generation in our sector while they expand across the global economy. With our resources and their patented technology, we see an incredible opportunity to drive real global impact together.”

“We believe the investment is particularly significant for biotech, strengthening the company’s high-performance computing capabilities and supporting partnerships with the U.S. Department of Energy’s Brookhaven National Laboratory and IBM WatsonX,” said Nathaniel Bradley, CEO of Datavault AI Inc. “By leveraging Web 3.0, blockchain-secured data trading, and AI-driven analytics, Datavault AI aims to deliver secure, scalable solutions addressing trust, data integrity, and monetization challenges. The partnership with Scilex will also support the continued development of previously announced platforms, including the International Elements Exchange, International NIL Exchange, and American Politics Exchange.”

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Datavault AI’s believes its patented platform is positioned to capture value across biotech, natural resources, energy, and entertainment markets, as the global AI market is projected to reach $1.8 trillion by 2030 and the life sciences analytics market was estimated at $35.69 billion in 2024, forecasted to grow at an 11.4% CAGR through 2030. By leveraging Web 3.0, blockchain-secured data trading, and AI-driven analytics, the company delivers secure, scalable solutions addressing trust, data integrity, and monetization challenges. The closing of the second tranche of Scilex’s investment is subject to customary closing conditions, including shareholder approval to issue shares to Scilex in excess of the 19.99% share limitation under Nasdaq listing rules. The Company will seek the approval of its stockholders in its annual shareholder meeting.

The closing of the second tranche of Scilex’s investment is subject to customary closing conditions, including shareholder approval to issue shares to Scilex in excess of the 19.99% share limitation under Nasdaq listing rules. The Company will seek the approval of its stockholders in its annual shareholder meeting.

Under the terms of the purchase agreement, Scilex will receive an aggregate of 278,914,094 shares of Datavault AI (at an effective purchase price of $0.5378 per share), in each case, subject to adjustment for stock splits and similar transactions, with 15,000,000 shares having been issued at the closing of the initial tranche of Scilex’s investment, and the remainder to be issued in the second tranche in the form of a pre-funded warrant without beneficial ownership limitations. In addition, the Company has agreed, (i) from the date hereof until 45 days from the initial closing date, not to issue shares of its common stock or common stock equivalents, subject to certain exceptions, and (ii) from the date hereof until the closing date of the second tranche, not to enter into any variable rate transactions (as defined in the purchase agreement). The Company has also agreed to offer Scilex certain rights to participate in future financings of the Company occurring on or prior to the closing of the second tranche, in an amount up to 20% of any such financing. Finally, under the purchase agreement, Scilex will have the right to nominate two directors to the Company’s board for so long as Scilex maintains beneficial ownership of at least 10% of the Company’s common stock, and the right to nominate one director for so long as Scilex maintains beneficial ownership of at least 5% but no more than 10% of the Company’s common stock.

The securities described above are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-288538), as amended, which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2025, and declared effective by the SEC on July 9, 2025. The securities are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.