SCHEDULE: Scilex Holding Amends Datavault AI Stake, Secures $100M Loan

Scilex Holding Company updated its beneficial ownership in Datavault AI Inc. to 42.6% and disclosed a $100 million non-recourse loan secured by 85.8 million shares.

Summary

• Scilex Holding Company (SHC) filed an Amendment No. 2 to its Schedule 13D regarding its beneficial ownership in DATAVAULT AI INC.
• SHC is the beneficial owner of 244,445,260 shares of Datavault AI Inc. Common Stock, representing approximately 42.6% of the issued and outstanding shares as of December 30, 2025.
• The total outstanding shares of Datavault AI Inc. used for calculation are 573,845,574.
• SHC entered into a Non-Recourse Loan and Securities Pledge Agreement on December 1, 2025, with The St. James Bank & Trust Company Ltd. for up to $50 million.
• This loan was initially secured by approximately 39.2 million shares of Datavault AI Inc. Common Stock.
• On December 8, 2025, the loan agreement was amended, increasing the total principal amount available to $100 million.
• The amount of pledged securities was also increased to 85.8 million shares of Datavault AI Inc. Common Stock.
• Transactions in Datavault AI Inc. Common Stock by SHC since the original Schedule 13D filing include: 3,689,016 shares at $0.7509 on December 26, 2025; 7,310,984 shares at $0.6555 on December 29, 2025; and 9,657,300 shares at $0.5394 on December 30, 2025.

Sentiment

Score: 4

Explanation: While securing a $100 million loan provides liquidity to Scilex Holding Company, the pledge of a substantial portion of Datavault AI Inc. shares (85.8 million) as collateral introduces a potential overhang risk. The observed decline in Datavault AI Inc.'s share price during the reported transaction period also contributes to a cautious sentiment.

Positives

• Scilex Holding Company secured a significant non-recourse loan facility of up to $100 million, providing potential liquidity.
• The loan is non-recourse, limiting Scilex Holding Company's liability beyond the pledged securities.

Negatives

• The pledge of 85.8 million shares of Datavault AI Inc. Common Stock as collateral for the $100 million loan could lead to forced sales if loan obligations are not met, potentially impacting Datavault AI Inc.'s stock price.
• The reported transactions show a declining average price per share for Datavault AI Inc. Common Stock (from $0.7509 to $0.5394) over a short period (December 26-30, 2025), which could indicate selling pressure or a decrease in market valuation.

Risks

• Share Price Volatility: The pledge of a large block of shares (85.8 million) as collateral for the loan introduces a risk of increased selling pressure on Datavault AI Inc.'s stock if Scilex Holding Company defaults on the loan, leading to the lender liquidating the pledged shares.
• Concentration Risk: Scilex Holding Company's significant beneficial ownership (42.6%) in Datavault AI Inc. means its financial decisions, particularly regarding its loan obligations and pledged shares, could have a substantial impact on Datavault AI Inc.'s stock performance and corporate control.
• Liquidity Risk: While the loan provides liquidity to Scilex Holding Company, the use of Datavault AI Inc. shares as collateral ties up a significant portion of its investment, potentially limiting its flexibility.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Datavault AI Inc. or Scilex Holding Company regarding future operations or financial performance. It primarily reports changes in beneficial ownership and financing arrangements.

Industry Context

This filing highlights a significant shareholder's financing activities, which can impact the market perception and liquidity of Datavault AI Inc. In the AI and data management sector, companies often rely on strategic investments and financing. A large block of shares being pledged could be seen as a sign of a major shareholder seeking liquidity, which might be interpreted differently by the market depending on the underlying reasons for the loan. The declining share prices in the reported transactions could reflect broader market sentiment or specific company-related news not detailed in this filing.

Comparison to Industry Standards

• The pledging of a significant equity stake (85.8 million shares, approximately 15% of Datavault AI Inc.'s outstanding shares) for a non-recourse loan is a common financing strategy for large shareholders or holding companies seeking liquidity without divesting their equity.
• The non-recourse nature of the loan is a standard feature that limits the borrower's liability to the collateral, which is typical for such arrangements.
• The declining share prices observed in the reported transactions (from $0.7509 to $0.5394) over a few days is a notable trend. While not directly comparable to specific industry benchmarks without more context, such price movements can be indicative of market sentiment or specific company news. For example, a similar decline in a peer like Palantir Technologies (PLTR) or C3.ai (AI) without a clear catalyst would raise concerns about market confidence or fundamental issues.

Stakeholder Impact

• Shareholders (Datavault AI Inc.): The pledge of 85.8 million shares as collateral could create an overhang on the stock, as a default by Scilex Holding Company could lead to a large block of shares being sold into the market. The recent decline in share price during reported transactions may concern existing shareholders.
• Shareholders (Scilex Holding Company): The non-recourse loan provides liquidity to SHC without diluting its equity, but its investment in Datavault AI Inc. is now partially encumbered.
• Creditors (The St. James Bank & Trust Company Ltd.): The lender has secured its loan with a significant block of Datavault AI Inc. shares, mitigating its risk.

Key Dates

Recommendation

The filing indicates a significant shareholder (Scilex Holding Company) has pledged a large portion of its Datavault AI Inc. shares as collateral for a $100 million non-recourse loan. This introduces a potential overhang risk if the loan obligations are not met. Additionally, the reported transactions show a recent decline in Datavault AI Inc.'s share price. While the loan provides liquidity to Scilex, the implications for Datavault AI Inc. are mixed, suggesting a 'hold' stance until further clarity on the use of funds by Scilex and Datavault AI Inc.'s operational performance emerges. The non-recourse nature limits direct liability for Scilex, but the collateral risk remains for Datavault AI Inc.'s stock.

Keywords

Datavault AI Inc., Scilex Holding Company, Schedule 13D, beneficial ownership, non-recourse loan, securities pledge, common stock, equity stake, corporate finance, SEC filing