Datavault AI Seeks Massive Share Increase, Scilex Deal Approval

TL;DR

**DVLT is gearing up for massive dilution to fund future growth and a big Scilex deal; existing shareholders need to brace for impact.**

AI Summary

Datavault AI Inc. (DVLT) is seeking stockholder approval for several critical proposals at its Annual Meeting on November 24, 2025. Key among these is a proposal to significantly increase the authorized shares of capital stock from 320,000,000 to 2,020,000,000, with 2,000,000,000 designated as common stock. This expansion is crucial for future capital raising and strategic transactions. Additionally, the company is asking shareholders to approve the issuance of 20% or more of its outstanding common stock to Scilex Holding Company under a pre-funded warrant, stemming from a September 25, 2025 securities purchase agreement. As of October 14, 2025, Datavault AI had 279,716,319 shares of Common Stock outstanding, with Scilex Holding Company already holding 15,000,000 shares, representing 5.4% beneficial ownership. CEO Nathaniel Bradley beneficially owns 19,700,790 shares, or 7.0%. The company also plans to elect nine directors and ratify BPM LLP as its independent auditor for fiscal year 2025.

Why It Matters

This DEF 14A filing is critical for Datavault AI's future financial flexibility and strategic partnerships. The proposed increase in authorized shares from 320 million to 2.02 billion could enable significant capital raises, potentially diluting existing shareholders but also funding growth initiatives. The approval of the Scilex Holding Company pre-funded warrant issuance, representing 20% or more of outstanding common stock, signals a major strategic alliance or financing event, impacting competitive positioning in the AI data management sector. Investors need to weigh the potential for dilution against the benefits of strengthened balance sheet and strategic collaboration, while employees and customers might see this as a sign of stability and future investment.

Risk Assessment

Risk Level: high — The proposal to increase authorized shares from 320,000,000 to 2,020,000,000, a 531% increase, presents a high risk of significant future dilution for current shareholders. Additionally, the approval for issuing 20% or more of outstanding common stock to Scilex Holding Company via a pre-funded warrant further exacerbates this dilution risk, directly impacting per-share value.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed share increase and the Scilex warrant issuance. Consider voting against Proposal No. 3 and Proposal No. 4 if you are concerned about immediate shareholder value erosion, or seek more clarity on the specific uses of the increased authorized capital.

Key Numbers

• 2,020,000,000 shares — Proposed authorized capital stock (Increase from 320,000,000 shares)
• 2,000,000,000 shares — Proposed authorized common stock (Part of the total authorized capital stock increase)
• 186,842,741 shares — Common Stock outstanding (As of Record Date September 26, 2025)
• 279,716,319 shares — Common Stock outstanding (As of October 14, 2025)
• 15,000,000 shares — Scilex Holding Company beneficial ownership (Represents 5.4% of outstanding shares as of October 14, 2025)
• 19,700,790 shares — Nathaniel Bradley beneficial ownership (Represents 7.0% of outstanding shares as of October 14, 2025)
• 20% — Minimum issuance to Scilex (Percentage of outstanding common stock under Nasdaq Rule 5635(a) and 5635(b))
• November 24, 2025 — Annual Meeting Date (Date for stockholder vote on proposals)
• September 26, 2025 — Record Date (Eligibility for voting at the Annual Meeting)
• $0.0001 — Par value per share (Common Stock par value)

Key Players & Entities

• Datavault AI Inc. (company) — Registrant
• Scilex Holding Company (company) — Recipient of Pre-Funded Warrant
• Nathaniel Bradley (person) — Director and Chief Executive Officer
• BPM LLP (company) — Independent Registered Public Accounting Firm
• The Nasdaq Stock Market LLC (regulator) — Governing exchange for Rule 5635(a) and 5635(b)
• Brett Moyer (person) — Director and Chief Financial Officer
• EOS Technology Holdings Inc. (company) — Entity associated with Nathaniel Bradley's shareholdings
• NYIAX, Inc. (company) — Third-party agreement holder
• U.S. Securities and Exchange Commission (regulator) — Regulatory body
• CompuSystems, Inc. (company) — Convertible note holder

FAQ

Risk Factors

• Dilution from Share Increase [high — financial]: The proposed increase in authorized shares from 320,000,000 to 2,020,000,000, with 2,000,000,000 designated as common stock, could lead to significant dilution for existing shareholders if new shares are issued without a commensurate increase in company value. This is particularly relevant given the planned issuance of 20% or more of outstanding common stock to Scilex Holding Company.
• Nasdaq Listing Rule Compliance [high — regulatory]: The company is seeking stockholder approval for the issuance of 20% or more of its outstanding common stock to Scilex Holding Company. This is required under Nasdaq Marketplace Rules 5635(a) and 5635(b) to avoid delisting, highlighting a potential compliance risk if shareholder approval is not obtained.
• Dependence on Strategic Transactions [medium — operational]: The significant increase in authorized shares is explicitly stated as crucial for 'future capital raising and strategic transactions.' This indicates a potential reliance on external financing and M&A activities, which carry inherent execution risks and market uncertainties.
• Scilex Warrant Issuance [medium — legal]: The company is approving the issuance of shares under a pre-funded warrant to Scilex Holding Company. The terms and potential future exercise of this warrant could lead to further dilution and impact the company's capital structure and ownership percentages.

Industry Context

Datavault AI operates in the technology sector, likely focusing on data management, AI solutions, or related services. The company's need for significant capital raises and strategic transactions suggests it is in a growth phase, potentially facing intense competition and requiring substantial investment to scale operations and develop new technologies.

Regulatory Implications

The proposed share increase and issuance to Scilex necessitate shareholder approval to comply with Nasdaq listing rules (specifically Rule 5635(a) and 5635(b)) regarding significant stock issuances. Failure to obtain approval could jeopardize the company's listing status.

What Investors Should Do

1. Review the rationale for the proposed increase in authorized shares to 2,020,000,000.
2. Evaluate the terms and implications of the proposed issuance of 20% or more of outstanding common stock to Scilex Holding Company.
3. Vote on the election of directors and the ratification of the independent auditor.

Key Dates

• 2025-11-24: Annual Meeting of Stockholders — Stockholders will vote on critical proposals including the increase in authorized shares and the issuance of stock to Scilex Holding Company.
• 2025-10-14: Common Stock Outstanding Date — As of this date, there were 279,716,319 shares of Common Stock outstanding, providing a baseline for assessing dilution from proposed issuances.
• 2025-09-26: Record Date for Annual Meeting — Determined eligibility for stockholders to vote at the Annual Meeting.
• 2025-09-25: Securities Purchase Agreement with Scilex — Established the basis for the proposed issuance of common stock to Scilex Holding Company.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by companies that are required to solicit shareholder votes. (This document contains the proposals and information shareholders are voting on at the Annual Meeting.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its charter. (Datavault AI is seeking to dramatically increase its authorized shares to facilitate future capital raising and strategic actions.)

Pre-funded Warrant

A type of warrant that allows the holder to purchase a security at a nominal price, often used to avoid immediate dilution or to satisfy certain regulatory requirements. (Scilex Holding Company is to receive shares under such a warrant, with the issuance requiring shareholder approval due to its size.)

Beneficial Ownership

The power to direct the voting or disposition of a security, or the right to receive proceeds from its sale, even if the securities are not registered in that person's name. (Used to report ownership stakes of major shareholders like Scilex Holding Company and CEO Nathaniel Bradley.)

Par Value

A nominal value assigned to a share of stock in the company's charter, often a very small amount like $0.0001. (Indicates the minimum legal capital per share, with Datavault AI's common stock having a par value of $0.0001.)

Year-Over-Year Comparison

This filing (DEF 14A) focuses on upcoming shareholder votes for critical corporate actions, including a substantial increase in authorized shares and a significant stock issuance. Unlike a typical annual report (10-K) which would detail historical financial performance, this document highlights forward-looking strategic decisions and their required shareholder approvals. Key metrics like revenue, net income, and margins are not the primary focus here, but the proposed share structure changes will significantly impact future financial flexibility and potential dilution.

Key Financial Figures

• $0.0001 — shares shall be common stock, par value $0.0001 per share ("Common Stock"); 4. To ap
• $0.2146 — f such notes at a per share price below $0.2146) (31,065,548 shares of Common Stock iss

Filing Documents

• tm2528679d3_def14a.htm (DEF 14A) — 393KB
• tm2528679d1_pre14aimg01.jpg (GRAPHIC) — 4KB
• tm2528679d1_pre14aimg02.jpg (GRAPHIC) — 4KB
• tm2528679d1_pre14aimg03.jpg (GRAPHIC) — 180KB
• tm2528679d1_pre14aimg04.jpg (GRAPHIC) — 142KB
• 0001104659-25-102657.txt ( ) — 1816KB
• dvlt-20241231.xsd (EX-101.SCH) — 9KB
• dvlt-20241231_def.xml (EX-101.DEF) — 3KB
• dvlt-20241231_lab.xml (EX-101.LAB) — 33KB
• dvlt-20241231_pre.xml (EX-101.PRE) — 3KB
• tm2528679d3_def14a_htm.xml (XML) — 93KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 ELECTION OF DIRECTORS (Proposal No.1) 7 CORPORATE GOVERNANCE 11 Board of Directors 11 Director Independence 11 Board Meetings and Attendance 12 Annual Meeting Attendance 12 Stockholder Communications with the Board 12 Board Committees 13 Family Relationships 16 Involvement in Certain Legal Proceedings 16 Director Nomination Procedures 17 Leadership Structure of the Board 17 Risk Oversight 17 DIRECTOR COMPENSATION 18 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 19 EXECUTIVE OFFICER COMPENSATION 20 Summary Compensation Table for Fiscal Years 2024 and 2023 20 Executive Employment Agreements and Arrangements 20 Other Compensation 22 Pay versus Performance 22 Outstanding Equity Awards as of December 31, 2024 24 Equity Incentive Plans 25 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 DELINQUENT SECTION 16(a) REPORTS 30 AUDIT COMMITTEE REPORT 31 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No.2) 32 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 32 Vote Required and Recommendation 33 APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S AUTHORIZED SHARES (Proposal No. 3) 34 Form of the Share Increase Amendment 34 Background for the Share Increase 34 Purpose of the Share Increase Amendment 34 Rights of Additional Authorized Shares 35 Potential Adverse Effects of the Share Increase Amendment 35 Potential Anti-Takeover Effects 35 Appraisal or Dissenters' Rights 35 Effectiveness of Share Increase Amendment 35 Executive Officer and Director Interest 36 Vote Required and Recommendation of the Board 36 APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UNDER THE PRE-FUNDED WARRANT ISSUED

SECURITY OWNERSHIP OF CERTAIN

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of October 14, 2025, information regarding beneficial ownership of our capital stock by: each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Common Stock; each of our named executive officers; each of our directors; and all of our executive officers and directors as a group. The percentage ownership information shown in the table is based upon 279,716,319 shares of Common Stock outstanding as of October 14, 2025. The percentage ownership information shown in the table excludes the following as of such date: (i) 30,738,449 shares of Common Stock issuable upon exercise of outstanding common stock purchase warrants pursuant to exchange agreements entered into on August 4, 2025 between the Company and the holders of the warrants, (ii) 1,150,012 restricted stock units ("RSUs") that have been issued but have not vested, all of which have been deferred pursuant to agreement by holders of such RSUs, (iii) 65,423,618 shares of Common Stock issuable pursuant to promissory notes issued on August 6, 2025 (the "August Notes") without giving effect to verbal agreement from the holders of such notes not to convert the balance of such notes at a per share price below $0.2146) (31,065,548 shares of Common Stock issuable pursuant to the August Notes after giving effect to such agreement), (iv) 65,423,611 shares of Common Stock issuable pursuant to the notes (the "September Notes") issued on September 30, 2025 pursuant to the securities purchase agreement dated August 4, 2025 without giving effect to verbal agreement from the holders of such notes not to convert the balance of such notes at a per share price below $0.2146) (31,065,545 shares of Common Stock issuable pursuant to the September Notes after giving effect to such agreement), (v) 11,528,822 shares of Common Stock issuable pursuant to convertible notes issued on May

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement and any amendment, including the sections entitled "Risk Factors", contain "forward-looking statements" within the meaning of Section 21(E) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"). These forward-looking statements, including as they relate to the potential Asset Purchase, include, without limitation: statements regarding new products or services; statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of our management's goals and objectives; statements concerning our competitive environment, availability of resources and regulation; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; statements of the timing of the Asset Purchase; statements of the potential consummation of the Asset Purchase; and other similar expressions concerning matters that are not historical facts. Words such as "may", "will", "should", "could", "would", "predicts", "potential", "continue", "expects", "anticipates", "future", "intends", "plans", "believes" and "estimates," and variations of such terms or similar expressions, are intended to identify such forward-looking statements.

Forward-looking statements should not be read

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or our management's good faith belief as of that time with respect to future events. Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements due to a number of factors including, but not limited to, those set forth under the heading "Risk Factors" in this Proxy Statement, as well as other risks discussed in documents that we file with the SEC.

Forward-looking statements speak only as of the

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. You should review our subsequent reports filed with the SEC described in the sections of this Proxy Statement entitled "Additional Information," all of which are accessible on the SEC's website at www.sec.gov . 6 ELECTION OF DIRECTORS (Proposal No. 1) The following individuals have been nominated as members of our Board, each to serve until the Company's 2025 Annual Meeting of Stockholders, until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. Pursuant to our Bylaws, directors are to be elected by a plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and voting on such matter. This means that the nine (9) candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee's achievement of a plurality. Proxies cannot be voted for a greater number of persons than the number of nominees named or for persons other than the named nominees. Following is information about each nominee, including biographical data for at least the last five (5) years. Should one or more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on the enclosed proxy card will vote the shares that they repres

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View this DEF 14A filing on SEC EDGAR