SCHEDULE: Scilex Pledges Datavault AI Shares for $100M Loan

Scilex Holding Company updated its Schedule 13D, disclosing a significant increase in its beneficial ownership of Datavault AI Inc. and the pledging of 85.8 million shares as collateral for a $100 million non-recourse loan.

Summary

• Scilex Holding Company (the "Reporting Person") beneficially owns 244,445,260 shares of Datavault AI Inc. (the "Issuer") common stock.
• This ownership represents approximately 42.6% of Datavault AI Inc.'s 573,845,574 outstanding common shares as of December 30, 2025.
• On December 1, 2025, Scilex entered into a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd. (the "Lender") for an aggregate principal amount of up to $50 million.
• This Loan Agreement was amended on December 8, 2025, increasing the total available principal amount to $100 million.
• As security for the loan, Scilex pledged 85.8 million shares of Datavault AI Inc. common stock.
• Scilex reported transactions in Datavault AI Inc. common stock: 3,689,016 shares on December 26, 2025, at an average price of $0.7509 per share; 7,310,984 shares on December 29, 2025, at an average price of $0.6555 per share; and 9,657,300 shares on December 30, 2025, at an average price of $0.5394 per share.

Sentiment

Score: 4

Explanation: The sentiment is mixed to slightly negative. While Scilex secured a substantial loan, the pledging of a large block of Datavault AI shares introduces a potential overhang on the stock. Additionally, Scilex's recent transactions show sales at declining prices, which could be perceived negatively by the market.

Positives

• Scilex Holding Company secured a non-recourse loan facility of up to $100 million, providing significant capital for its operations or other strategic initiatives.

Negatives

• Scilex Holding Company pledged a substantial block of 85.8 million Datavault AI Inc. shares as collateral, which could lead to a forced sale if loan obligations are not met, potentially impacting Datavault AI's stock price.
• Recent transactions by Scilex show sales of Datavault AI Inc. common stock at progressively decreasing average prices ($0.7509, $0.6555, $0.5394) over a short period.

Risks

• The pledging of 85.8 million shares of Datavault AI Inc. common stock as collateral for a non-recourse loan introduces the risk of a forced sale of these shares by the lender in the event of a default by Scilex Holding Company, which could exert downward pressure on Datavault AI Inc.'s stock price.
• The recent transactions indicate a declining price trend for Datavault AI Inc. common stock, which could continue and impact the value of Scilex's remaining holdings and the pledged shares.

Future Outlook

The filing does not provide explicit forward-looking statements regarding Datavault AI Inc.'s operational or financial performance. It primarily details a financing arrangement and beneficial ownership changes by a significant shareholder, Scilex Holding Company.

Industry Context

This filing primarily details a specific financing transaction and beneficial ownership changes by a major shareholder (Scilex Holding Company) in Datavault AI Inc. It does not provide information directly related to broader industry trends or competitive landscape analysis for Datavault AI Inc. The non-recourse loan structure is a common financing mechanism, but the pledging of a significant equity stake in another public company is a notable event for the issuer's shareholders.

Stakeholder Impact

• Shareholders of Datavault AI Inc. could be impacted by the potential for a forced sale of the 85.8 million pledged shares by the lender if Scilex Holding Company defaults on its loan obligations, which could increase market supply and depress share price.
• Scilex Holding Company's financial position is bolstered by the $100 million loan, which could support its strategic objectives, but its equity stake in Datavault AI Inc. is now encumbered.

Next Steps

• Scilex Holding Company will be obligated to satisfy its obligations under the Non-Recourse Loan and Securities Pledge Agreement.

Key Dates

Recommendation

Scilex Holding Company secured a significant non-recourse loan, which is positive for its liquidity. However, the pledging of a substantial block of Datavault AI Inc. shares as collateral introduces a potential overhang on Datavault AI's stock, as a default could lead to forced sales. Recent transactions also show Scilex selling Datavault AI shares at decreasing prices. This creates a mixed signal, warranting a 'hold' as investors assess the implications of the pledged shares and Scilex's future actions.

Keywords

Datavault AI Inc., Scilex Holding Company, Schedule 13D, beneficial ownership, loan agreement, pledged securities, common stock, non-recourse loan