{"url_path":"/sec/sclx/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-288677-index.html","accession_number":"0001193125-26-288677","cik":"0001820190","ticker":"SCLX","issuer_name":"Scilex Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-288677-index.html","primary_entity_key":"0001820190","primary_entity_name":"Scilex Holding Co"},"word_count":503,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn June 24, 2026, Scilex Holding Company (the “Company”) entered into a binding term sheet (the “Term Sheet”) with Datavault AI Inc. (“Datavault”), which sets forth certain terms and conditions of the Company’s proposed purchase (the “Proposed Transaction”) of Bitcoin (“BTC”) from Datavault that is currently held by Datavault in a Biconomy digital wallet (the “Wallet”).\n\n \n\nPursuant to the Term Sheet, and subject to the finalization of a definitive agreement (the “Definitive Agreement”) to be negotiated in good faith by the Company and Datavault and, ultimately, the satisfaction of certain customary closing conditions to be contained therein, it is expected that the Company will purchase from Datavault a total of 837 BTC held in the Wallet for $50 million (the “Purchase Price”). The Company has agreed to make an initial payment of $30 million, with the remaining $20 million payable in quarterly installments commencing in the fourth quarter of 2026 and ending on December 31, 2028. The Company will pay the Purchase Price in cash or shares of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”) or publicly traded securities of the Company’s subsidiaries, or a combination thereof, at the discretion of the Company.\n\n \n\nThe Term Sheet provides that the Definitive Agreement will contain customary representations, warranties, covenants, indemnities, limitations on indemnity, termination provisions and other terms typical for transactions of this nature.\n\nThere can be no assurance that the Definitive Agreement and any 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 of the Proposed Transaction is subject to numerous factors, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, and the ability of the parties to negotiate and execute the Definitive Agreement. 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, 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 or the ability of the Company and Datavault to consummate the Proposed Transaction.\n\nThe 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 or by an amendment to this Current Report on Form 8-K."}