Datavault AI Inc SEC Filings

Datavault AI Inc. (DVLT) entered a major licensing deal with Scilex Holding Company. The agreement grants Scilex a worldwide, exclusive, non‑transferable license, with sublicensing rights, to use Datavault’s patented data platform technologies and related know‑how in biotechnology, biopharma, genetic, diagnostic, and data‑related markets covering generation, storage, analysis, tokenization, and exchange of DNA/genetic data.

Economics are sizable and multi‑layered: Scilex will pay a non‑refundable $10,000,000 license fee in four equal $2,500,000 quarterly installments beginning on December 31, 2025, plus potential milestones of up to $2,550,000,000 tied to net sales, and a 5% royalty on net sales during the royalty term. The license runs until the underlying patents expire, then converts to a perpetual, irrevocable, non‑exclusive, royalty‑free license. The agreement can terminate for insolvency, material breach, uncured missed payments within 15 days, or if annual royalty payments of at least $1,000,000 are not achieved and maintained after 24 months from the agreement date. The parties provided customary representations, warranties, and reciprocal indemnities.

Datavault AI Inc. (DVLT) entered into a definitive agreement to acquire API Media Innovations Inc. for cash consideration of $14,000,000. The Stock Purchase Agreement covers the purchase of all outstanding API Media shares and includes customary representations, warranties, covenants, and closing conditions.

The agreement may be terminated by mutual consent or by either party after the Outside Date of December 5, 2025 if closing has not occurred, subject to a no‑breach provision. It may also be terminated upon a final, non‑appealable governmental order prohibiting the deal or for uncured breaches after ten days’ written notice.

Datavault AI Inc. terminated its Stock Purchase Agreement to acquire API Media Innovations Inc. The parties executed a mutual written consent on October 28, 2025, making the termination effective immediately.

The company reports that the termination did not result in any material early termination penalties. The original agreement, dated July 13, 2025, contemplated Datavault AI purchasing all outstanding shares of API Media from the sellers.

Datavault AI Inc. entered a securities purchase agreement to sell common stock in a registered direct offering for approximately $2.5 million. The company agreed to issue 1,470,588 shares at $0.34 per share and 4,255,319 additional shares at $0.47 per share under its effective Form S-3 shelf.

The initial tranche is expected to close on or about October 29, 2025, subject to customary conditions. The second tranche is expected to close on the business day immediately after stockholders approve an amendment to increase authorized common shares to a level sufficient to meet existing contractual obligations. The offering was supported by a legal opinion from Sullivan & Worcester LLP.

Datavault AI (DVLT) launched a primary offering of 5,725,907 shares of common stock pursuant to a prospectus supplement under its shelf. The aggregate purchase price is $2,500,000, split between 1,470,588 Initial Shares at $0.34 and 4,255,319 Additional Shares at $0.47.

The issuance will occur in two closings; the Additional Shares are expected to be issued on the business day immediately after stockholders approve an increase in authorized common shares, as required by the Purchase Agreement. The company estimates net proceeds of approximately $2,450,000, intended to make required payments under the EOS Note and CSI Notes, and to fund supercomputing infrastructure, independent data exchanges, working capital, and other general corporate purposes.

Shares outstanding were 284,716,319 as of October 17, 2025; following this offering, shares outstanding are expected to be 290,442,226. DVLT is listed on Nasdaq. The Initial Closing is expected on or about October 29, 2025, subject to closing conditions.

Datavault AI Inc. (DVLT) filed its definitive proxy for the Annual Meeting on November 24, 2025 at 1:00 p.m. PT in Beaverton, OR. Stockholders will vote on four items: electing nine directors; ratifying BPM LLP as independent auditor; approving an amendment to increase authorized capital to 2,020,000,000 shares, of which 2,000,000,000 are common; and approving, for Nasdaq Rule 5635(a) and 5635(b) purposes, the potential issuance of 20% or more of outstanding common stock upon exercise of a Pre-Funded Warrant to Scilex.

Voting mechanics: The record date is September 26, 2025, with 186,842,741 common shares outstanding as of that date. A quorum requires one-third of shares entitled to vote. Directors are elected by plurality; Proposals 2 and 4 require a majority of votes cast; Proposal 3 requires a majority of all votes cast by holders entitled to vote.

The board identifies five independent directors under Nasdaq rules and recommends voting FOR all proposals.

Datavault AI Inc. filed a Form S-3 to register up to 5,000,000 shares of common stock for resale by the selling stockholders. These shares were issued on October 16, 2025 under a Waiver Agreement tied to the March 31, 2025 Purchase Agreement. Sales may occur from time to time at market or negotiated prices.

The company will not receive any proceeds from sales by the selling stockholders and will bear registration expenses, while holders cover selling commissions. DVLT is listed on Nasdaq; the last reported sale price was $1.82 on October 16, 2025. Shares outstanding were 284,716,319 as of October 16, 2025. The offering ends when all registered shares are sold or when they become saleable under Rule 144 without volume or manner-of-sale limits.

The prospectus highlights risks including a going concern explanatory paragraph, near‑term financing needs, potential dilution from future issuances, stock price volatility, and recent Nasdaq compliance history (minimum bid price regained on October 10, 2025).

Datavault AI Inc. (DVLT) filed a preliminary proxy for its Annual Meeting on November 24, 2025, 1:00 p.m. PT, at 15268 NW Greenbrier Pkwy, Beaverton, OR. Stockholders of record as of September 26, 2025 may vote.

The ballot includes four proposals: (1) elect nine directors; (2) ratify BPM LLP as independent auditor for the year ending December 31, 2025; (3) approve an amendment to increase authorized capital to 2,020,000,000 shares, of which 2,000,000,000 are common; and (4) approve, for Nasdaq Rule 5635(a) purposes, the potential issuance of 20% or more of outstanding common shares upon exercise of a Pre-Funded Warrant to Scilex under a Purchase Agreement.

Holders get one vote per share and may vote in person or by proxy via internet, telephone, or mail. A quorum requires one-third of shares entitled to vote. There were 186,842,741 shares of common stock outstanding as of the record date. As context, the beneficial ownership table references 279,716,319 shares outstanding as of October 14, 2025.