SCLX News & Events

Scilex Holding Company (SCLX) announced that its indirect subsidiary, ACEA Therapeutics, ACEA Pharma, a wholly owned subsidiary of ACEA Thera, and Phoenix Asia Holdings (PHOE) entered into a stock acquisition agreement pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix agreed to purchase, 100% of the issued and outstanding equity interests of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix, the value of which was as agreed by the parties to be $1,000,000,000. Upon the closing of the Acquisition, Phoenix will be renamed ACEA Pharma and its common stock is expected to be listed on The Nasdaq Stock Market. The boards of directors of ACEA Thera, ACEA Pharma and Phoenix have unanimously approved the proposed transaction. The closing of the Acquisition, which is expected to occur by the end of the second quarter of 2026, is subject to certain customary closing conditions, including applicable regulatory and stock exchange approval. Upon closing of the Acquisition, ACEA Thera anticipates that it will own approximately 82% of the Go-Forward Company.

Datavault (DVLT) has executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex (SCLX). The term sheet contemplates that Scilex will make an upfront cash contribution to Datavault AI in the amount of $120M, and, in consideration therefor, Datavault AI will pay to Scilex an amount equal to: 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready, zero trust edge network, payable until the aggregate amount of such payments received by Scilex equals $250M; once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate amount of such payments received by Scilex equals $1.2B; and once the Additional Cap is reached, 5% of Network Revenues. The $120M cash contribution will be used to fund the deployment of Datavault AI's quantum-ready edge network, including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. Datavault AI and Available Infrastructure's initial deployment in New York and Philadelphia is expected to go live in Q2. The Scilex transaction is targeted to close in multiple tranches with the final tranche before the end of 2026. Datavault AI and Available Infrastructure look forward to expanding this national rollout and supporting additional customer deployments that benefit from secure communications, secure storage, near-edge compute, and secure data processing.

Datavault AI (DVLT) executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex Holding Company (SCLX). The term sheet contemplates that Scilex will make an upfront cash contribution to Datavault AI in the amount of $120,000,000, and, in consideration therefor, Datavault AI will pay to Scilex an amount equal to: 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready, zero trust edge network, payable until the aggregate amount of such payments received by Scilex equals $250,000,000; once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate amount of such payments received by Scilex equals $1,200,000,000; and once the Additional Cap is reached, 5% of Network Revenues. The $120M cash contribution will be used to fund the deployment of Datavault AI's quantum-ready edge network, including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. It is anticipated that Datavault AI's network will leverage Available Infrastructure's a fleet of high-performance, cybersecure, and quantum-ready micro edge data centers. Each site features Available Infrastructure's SanQtum stack of solutions, including zero trust networking, data storage with quantum-resilient encryption, private sovereign cloud, and GPUs for AI inference at the edge. Available Infrastructure's SanQtum quantum-ready edge network is designed to support advanced AI workloads, high-performance computing, tokenized RWAs, and mission-critical digital services, all protected by quantum-resistant encryption and engineered for future quantum computing compatibility. Datavault AI and Available Infrastructure's initial deployment in New York and Philadelphia is expected to go live in the second quarter of 2026. Datavault AI's new deployment objectives include 25 operational locations within 12 months, 50 within 24 months, and full 100-location coverage within 36 months of closing. Datavault AI and Scilex have agreed to negotiate in good faith and use commercially reasonable efforts to enter into a definitive agreement reflecting the terms set forth in the term sheet and containing such other representations, warranties, covenants, indemnities, conditions, termination rights, and other provisions as are customary for transactions of this type. The Scilex transaction is targeted to close in multiple tranches with the final tranche before the end of 2026. Scilex's revenue participation is structured to align long-term interests while preserving full ownership and upside for Datavault AI shareholders.