Datavault AI Inc. Files 8-K on Agreements and Equity Sales

TL;DR

Datavault AI Inc. just filed an 8-K detailing new financial obligations and equity sales. Watch closely.

AI Summary

On August 6, 2025, Datavault AI Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001104659-25-076862.

Why It Matters

This 8-K filing indicates significant corporate actions by Datavault AI Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial obligations and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• Datavault AI Inc. (company) — Registrant
• August 6, 2025 (date) — Earliest event reported
• 0001104659-25-076862 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share DVLT The Nasdaq Capital M
• $6,666,666 — having an aggregate principal amount of $6,666,666 (the "Initial Notes") for an aggregate
• $6,000,000 — es") for an aggregate purchase price of $6,000,000 and senior secured convertible notes ha
• $1.00 — at an initial conversion price equal to $1.00 per share (the "Conversion Price"). Alt
• $0.1019 — he Notes is subject to a floor price of $0.1019 (the "Floor Price"). In the event the
• $15,000 — osing and reimburse the Placement Agent $15,000 for expenses in connection with the Off

Filing Documents

• tm2523192d1_8k.htm (8-K) — 42KB
• 0001104659-25-076862.txt ( ) — 206KB
• dvlt-20250806.xsd (EX-101.SCH) — 3KB
• dvlt-20250806_lab.xml (EX-101.LAB) — 33KB
• dvlt-20250806_pre.xml (EX-101.PRE) — 22KB
• tm2523192d1_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Securities Purchase Agreement and Exchange Agreements As previously disclosed, on August 4, 2025, Datavault AI Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Purchasers agreed to purchase from the Company in a registered direct offering (the "Offering"), senior secured convertible notes having an aggregate principal amount of $6,666,666 (the "Initial Notes") for an aggregate purchase price of $6,000,000 and senior secured convertible notes having an aggregate principal amount of $6,666,666 (the "Additional Notes", and together with the Initial Notes, the "Notes") for an aggregate purchase price of $6,000,000 upon satisfaction of certain closing conditions applicable to the Initial Notes and Additional Notes, respectively. Pursuant to the Purchase Agreement, on August 4, 2025, the Company entered into exchange agreements (each, an "Exchange Agreement") with certain holders (the "Holders") of the Company's common stock purchase warrants. Pursuant to the Exchange Agreements, the Holders agreed to exchange (a) their common stock purchase warrants exercisable for an aggregate of approximately 31 million shares of Common Stock, for (b) the same number of shares (the "Exchange Shares") of Common Stock, subject to receipt of the Stockholder Approval (as defined below). The Exchange Shares, once the Stockholder Approval is obtained, will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 3(a)(9) thereof. Initial Closing The closing of Initial Notes (the "Initial Closing") occurred on August 6, 2025. The closing of the Additional Notes (the "Additional Closing," and together with the Initial Closing, the "Closings"), subject to the satisfaction of certain additio

03 Creation of Direct Financial Obligation or an Obligation

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Exchange Agreements and Exchange Shares is incorporated by reference into this Item 3.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Promissory Note (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.1 Formof Securities Purchase Agreement, dated August4, 2025 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.2 Form of Security Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.3 Formof Subsidiary Guarantee (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.4 Formof Exchange Agreement, dated August4, 2025 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.5 Formof Note Amendment (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.6 Placement Agency Agreement, dated August4, 2025 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATAVAULT AI INC. Date: August 12, 2025 By: /s/ Brett Moyer Name: Brett Moyer Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR