Key facts (Sept. 25–26, 2025)
- Deal: Datavault AI (NASDAQ: DVLT) signed a $150 million strategic investment agreement with Scilex Holding Company (NASDAQ: SCLX). Uniquely, the transaction is funded in Bitcoin (BTC) at Coinbase spot rates. [1]
- Structure & timing: Two tranches — $8.067M expected to close on Friday, Sept. 26, 2025, and $141.933M pending stockholder approval due to Nasdaq’s 19.99% cap rule. [2]
- Securities issued: Scilex is entitled to 278,914,094 DVLT shares at an effective $0.5378 per share; 15,000,000 shares issue at initial close; remaining exposure via a pre‑funded warrant until shareholder approval. [3]
- Governance & protections: Scilex gets board nomination rights (2 seats if ≥10% ownership; 1 seat if 5–10%). DVLT agreed to no new share issuances for 45 days (with exceptions), no variable‑rate financings before the second tranche, and 20% participation rights in financings before that second close. [4]
- Use of proceeds: DVLT says the funds will accelerate supercomputing infrastructure and independent data exchanges; it highlights relationships with Brookhaven National Laboratory and IBM watsonx. [5]
- Market reaction: DVLT closed Sept. 25 at $0.8348 (+28.43%) and traded $1.15 (+37.76%) pre‑market around 5:36 a.m. ET on Sept. 26. Benzinga also flagged a ~23% after‑hours pop on the news. [6]
- Counterparty confirmation: Scilex released its own announcement of the $150M Bitcoin investment. [7]
In‑depth report
What happened, and why it matters
Datavault AI — the former WiSA Technologies that rebranded in February 2025 — secured a headline‑grabbing $150 million commitment from Scilex, delivered in Bitcoin. The company frames the deal as jet fuel for AI‑driven data monetization, saying the capital will build out a supercomputer footprint and launch independent data exchanges targeting high‑trust markets like biotech. [8]
From a capital markets perspective, using BTC as settlement currency is unusual for listed U.S. tech micro‑caps and introduces crypto price risk alongside conventional equity‑financing risks (e.g., dilution, approval conditions). Still, it immediately elevates DVLT into the wider AI‑infrastructure narrative that has dominated 2025. [9]
The mechanics: tranches, warrants, caps and control
Per DVLT’s press release:
- Two tranches:$8.067M initial (target close Sept. 26), then $141.933M after shareholder approval to exceed Nasdaq’s 19.99% issuance limit. [10]
- Consideration:Bitcoin at Coinbase spot on closing. [11]
- Securities package: Up to 278,914,094 DVLT shares at an effective $0.5378; 15M shares at first close; the balance via a pre‑funded warrant (no beneficial‑ownership limit). [12]
- Governance:Board nomination rights (two seats ≥10% ownership; one seat if 5–10%). [13]
- Issuance constraints: DVLT agreed to a 45‑day standstill on most new equity and no variable‑rate deals before the second tranche; Scilex gets 20% pro‑rata rights in interim financings. [14]
Scilex corroborated key terms in its own release, reinforcing investor confidence that this is not a single‑sourced announcement. [15]
What Scilex and DVLT are saying (expert voices)
- Henry Ji, Ph.D., Scilex CEO: “We see an incredible opportunity to drive real global impact together.” [16]
- Nathaniel Bradley, DVLT CEO: the investment aims to “deliver secure, scalable solutions addressing trust, data integrity, and monetization challenges.” [17]
What the money funds
DVLT says the capital will expand high‑performance computing (HPC) infrastructure and accelerate independent data exchanges across biotech and other verticals. It also calls out continued development of its International Elements Exchange, International NIL Exchange, and American Politics Exchange — a slate that underscores its ambition to commoditize and trade trusted data assets in multiple markets. [18]
Stock impact and trading context
- Closing print:$0.8348 on Sept. 25 (+28.43% day‑over‑day).
- Pre‑market:$1.150 around 5:36 a.m. ET on Sept. 26 (+37.76%).
- After‑hours color: Benzinga flagged a ~23% jump right after the release. [19]
While these moves show momentum, investors should remember mechanical overhangs: if the full 278.9M shares tied to the investment were eventually issued/exercised, that would be more than double DVLT’s current basic share count (StockAnalysis shows ~116.7M shares outstanding; DVLT’s 10‑Q shows 97.7M as of Aug. 18, reflecting recent issuance dynamics). The actual ownership and post‑deal share count will depend on shareholder approvals and warrant exercises. [20]
Where DVLT is starting from (fundamentals snapshot)
DVLT reported Q2 2025 recognized revenue of $1.7M, up 467% year‑over‑year, and disclosed a $2.5M licensing deal with Nyiax (booked but not yet recognized). That growth matters because it sets a baseline for evaluating the ROI of a $150M scale‑up in HPC and data‑exchange rollout. [21]
How this compares: similar headlines and capital flows this week
The DVLT–Scilex announcement arrives amid a surge of AI‑infrastructure financing and crypto‑linked corporate activity:
- CoreWeave–OpenAI: Reuters reported CoreWeave expanded its OpenAI contract by up to $6.5B, signaling still‑red‑hot demand for AI compute. DVLT is playing in the same computational arena, but at micro‑cap scale. [22]
- Cipher Mining: The crypto‑miner announced $1.1B of 0.00% convertible notes, underscoring how crypto‑adjacent capital markets remain wide open — a backdrop to DVLT’s own BTC‑denominated funding. [23]
- Marketwatch on Scilex’s BTC move: Independent coverage summarized the Bitcoin‑funded nature of Scilex’s DVLT investment for general markets readers. [24]
Zoom out: a Reuters Breakingviews column argues companies and investors are “trapped inside the [AI] bubble,” as capital piles into compute build‑outs — a useful caution when evaluating ambitious scale‑up narratives like DVLT’s. [25]
Risks & open items to watch
- Shareholder approval risk: The second tranche depends on stockholder approval to exceed Nasdaq’s 19.99% cap. If approval stalls, DVLT gets only the first $8.067M tranche. [26]
- Dilution & control: If fully issued/exercised, Scilex’s stake could meaningfully reshape DVLT’s cap table and board composition. [27]
- Crypto volatility: Funding in BTC exposes the transaction’s economic value to Bitcoin price swings between signing, closing, and any subsequent warrant exercises. [28]
- Execution risk: Turning capital into a production‑grade supercomputing stack and monetizable data exchanges requires rapid deployment and enterprise traction — DVLT’s Q2 figures show momentum, but absolute scale remains modest. [29]
- Regulatory filings: DVLT says a prospectus supplement under its S‑3 shelf will be filed; monitor the SEC docket for final terms and timing. [30]
Bottom line
For a micro‑cap that only recently posted seven‑figure quarterly revenue, a $150M Bitcoin‑funded infusion is transformative — if the second tranche clears shareholder and market hurdles. The deal plants DVLT squarely in 2025’s biggest storylines: AI compute arms race, data‑exchange monetization, and crypto seeping into corporate finance. Whether DVLT can convert that capital into durable, high‑margin revenue will be the story to track into its next earnings window and the shareholder vote. [31]
Source notes & documents (selected)
- Datavault AI press release (Sept. 25, 2025): terms, tranches, BTC settlement, board rights, financing restrictions, planned uses. [32]
- Scilex press release (Sept. 25, 2025): counterparty confirmation of the $150M BTC investment. [33]
- DVLT price and pre‑market snapshot (Sept. 25–26): StockAnalysis real‑time page. [34]
- After‑hours reaction coverage: Benzinga recap of ~23% post‑market move. [35]
- DVLT Q2 2025 results & Nyiax licensing deal: Business Wire & DVLT IR. [36]
- DVLT 10‑Q (filed Aug. 19, 2025): capital structure & shares outstanding reference points. [37]
- Context—AI infrastructure financing:
Quotes for attribution
“We see an incredible opportunity to drive real global impact together.” — Henry Ji, Ph.D., CEO, Scilex. [41]
“…deliver secure, scalable solutions addressing trust, data integrity, and monetization challenges.” — Nathaniel Bradley, CEO, DVLT. [42]
References
1. www.businesswire.com, 2. www.businesswire.com, 3. www.businesswire.com, 4. www.businesswire.com, 5. www.businesswire.com, 6. stockanalysis.com, 7. www.globenewswire.com, 8. finance.yahoo.com, 9. www.businesswire.com, 10. www.businesswire.com, 11. www.businesswire.com, 12. www.businesswire.com, 13. www.businesswire.com, 14. www.businesswire.com, 15. www.globenewswire.com, 16. www.businesswire.com, 17. www.businesswire.com, 18. www.businesswire.com, 19. stockanalysis.com, 20. stockanalysis.com, 21. www.businesswire.com, 22. www.reuters.com, 23. investors.ciphermining.com, 24. www.marketwatch.com, 25. www.reuters.com, 26. www.businesswire.com, 27. www.businesswire.com, 28. www.businesswire.com, 29. www.businesswire.com, 30. www.businesswire.com, 31. www.businesswire.com, 32. www.businesswire.com, 33. www.globenewswire.com, 34. stockanalysis.com, 35. www.benzinga.com, 36. www.businesswire.com, 37. ir.datavaultsite.com, 38. www.reuters.com, 39. investors.ciphermining.com, 40. www.reuters.com, 41. www.businesswire.com, 42. www.businesswire.com
