Datavault AI Inc. Files 8-K with Key Corporate Updates

TL;DR

Datavault AI Inc. filed an 8-K detailing a material definitive agreement, asset acquisition/disposition, and governance changes.

AI Summary

Datavault AI Inc. filed an 8-K on November 26, 2025, reporting events as of November 24, 2025. The filing indicates the company entered into a material definitive agreement, completed an acquisition or disposition of assets, and submitted matters to a vote of security holders. It also notes amendments to its articles of incorporation or bylaws and a change in its fiscal year. The company was formerly known as WISA TECHNOLOGIES, INC., Summit Wireless Technologies, Inc., and Summit Semiconductor Inc.

Why It Matters

This 8-K filing signals significant corporate actions, including potential acquisitions and changes to governance, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events like acquisitions and changes in bylaws, which can introduce complexity and potential risks.

Key Players & Entities

• Datavault AI Inc. (company) — Registrant
• November 24, 2025 (date) — Earliest event reported
• November 26, 2025 (date) — Filing date
• WISA TECHNOLOGIES, INC. (company) — Former company name
• Summit Wireless Technologies, Inc. (company) — Former company name
• Summit Semiconductor Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share DVLT The Nasdaq Capital M
• $150,000,000 — ock, for an aggregate purchase price of $150,000,000 in the native currency of the Bitcoin b

Filing Documents

• tm2532063d1_8k.htm (8-K) — 47KB
• tm2532063d1_ex3-1.htm (EX-3.1) — 7KB
• 0001104659-25-116464.txt ( ) — 222KB
• wisa-20251124.xsd (EX-101.SCH) — 3KB
• wisa-20251124_lab.xml (EX-101.LAB) — 33KB
• wisa-20251124_pre.xml (EX-101.PRE) — 22KB
• tm2532063d1_8k_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously disclosed, on September 25, 2025, Datavault AI Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Scilex Holding Company, a Delaware corporation (the "Purchaser"), pursuant to which the Purchaser agreed to purchase from the Company in a registered offering, (a) 15,000,000 shares (the "Shares") of common stock of the Company, par value $0.0001 per share ("Common Stock"), and (b) a pre-funded warrant (the "Pre-Funded Warrant") to purchase 263,914,094 shares (the "Pre-Funded Warrant Shares") of Common Stock, for an aggregate purchase price of $150,000,000 in the native currency of the Bitcoin blockchain ("BTC"), which was valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025. The closing with respect to the Shares took place on September 26, 2025 (the "Initial Closing Date"). On November 25, 2025, pursuant to the Purchase Agreement and following the approval of the Company's stockholders at the Annual Meeting (as defined below) with respect to the issuance of the Pre-Funded Warrant Shares, the Company received payment of the purchase price for the Pre-Funded Warrant in BTC, and issued the Pre-Funded Warrant to the Purchaser. Upon issuance of the Pre-Funded Warrant, the Purchaser immediately exercised the Pre-Funded Warrant for all of the Pre-Funded Warrant Shares. The Pre-Funded Warrant and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to a registration statement on Form S-3 (File No. 333-288538), which was initially filed with the Securities and Exchange Commission (the "SEC") on July 7, 2025, and was declared effective by the SEC on July 9, 2025. The foregoing descriptions of the Purchase Agreement and the Pre-Funded Warrant ar

01 Completion

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure required by this Item in connection with the closing with respect to the Pre-Funded Warrant pursuant to the Purchase Agreement and included in

01 of this Form 8-K is incorporated herein by reference

Item 1.01 of this Form 8-K is incorporated herein by reference. As previously disclosed, on November 3, 2025, the Company and the Purchaser entered into a License Agreement (the "License Agreement"). The terms of the License Agreement were summarized in, and a copy thereof was attached to, the Company's Current Report on Form 8-K filed with the SEC on November 5, 2025.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 24, 2025, at the Annual Meeting, the stockholders of the Company voted to approve an amendment to the Company's certificate of incorporation, as amended ("Certificate of Incorporation"), to increase the number of authorized shares of capital stock that the Company may issue from 320,000,000 shares to 2,020,000,000 shares, of which 2,000,000,000 shares are classified as common stock, par value $0.0001 per share (the "Charter Amendment"), which was filed with the Secretary of State of the State of Delaware the same day. The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07 Submission

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 24, 2025, the Company held its 2025 annual meeting of stockholders (the "Annual Meeting"). Set forth below are the proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the definitive proxy statement filed by the Company with the SEC on October 27, 2025 (the "Proxy Statement"). As of the close of business on September 26, 2025, the record date for the Annual Meeting, there were an aggregate of 186,842,741 shares of Common Stock issued, outstanding and entitled to vote. Stockholders holding an aggregate of 85,796,677 shares of Common Stock were present at the Annual Meeting, in person or represented by proxy, which constituted a quorum. Proposal 1 – The nine (9) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company's directors until the Company's 2026 annual meeting of stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows: Nominee For Withheld Broker Non-Votes Nathaniel Bradley 64,554,073 699,167 20,543,437 Brett Moyer 64,621,660 631,850 20,543,167 Kimberly Briskey 64,572,549 680,691 20,543,437 Dr. Jeffrey M. Gilbert 64,638,633 614,607 20,543,437 David Howitt 64,635,364 617,886 20,543,427 Helge Kristensen 64,579,124 674,116 20,543,437 Sriram Peruvemba 64,631,063 622,177 20,543,437 Robert Tobias 64,680,472 572,768 20,543,437 Wendy Wilson 64,574,944 678,296 20,543,437 Proposal 2 – The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified by t

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 24, 2025. 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025). 10.1 Securities Purchase Agreement between Datavault AI Inc. and Scilex Holding Company, dated September 25, 2025 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 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. Date: November 26, 2025 DATAVAULT AI INC. By: /s/ Nathaniel Bradley Name: Nathaniel Bradley Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR