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  4. [8-K/A] Datavault AI Inc. Amends Material Event Report

Datavault AI (NASDAQ: DVLT) caps earnout stock at 19.99%

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Datavault AI Inc. entered into a July 29, 2026 letter agreement with EOS Technology Holdings Inc. that lets EOS elect to receive all or part of its earnout payments under a December 31, 2024 Earnout Agreement in shares of common stock instead of cash.

The share count equals the elected earnout amount divided by the five-day volume-weighted average price of the stock, with a fixed price of $0.61 per share for the earnout period ended December 31, 2025, and is capped at 19.99% of shares outstanding unless stockholders approve a higher cap. Datavault must file SEC registration statements to permit resale of these shares within set deadlines or EOS can require share cancellation and cash payment. The issuance relies on the Section 4(a)(2) exemption, and CEO Nathaniel Bradley also leads EOS, so related-party and indirect beneficial ownership effects are highlighted.

Positive

  • None.

Negative

  • Potential dilution from issuing up to 19.99% of outstanding common shares to satisfy earnout elections, absent additional stockholder approval.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Exchange Cap 19.99% of shares outstanding Maximum aggregate Datavault AI common shares issuable under the letter agreement absent stockholder approval
Fixed share price for 2025 earnout period $0.61 per share Price for common stock issued for the earnout period ended December 31, 2025
VWAP measurement window 5 consecutive trading days Period used to calculate the volume-weighted average price for earnout share elections
Registration filing deadline 14 calendar days Time after each applicable closing to file an SEC registration statement for earnout shares
Registration effectiveness deadline 90 calendar days If not effective within this period, EOS may require share cancellation and cash payment
Registration statement limit 2 registration statements Maximum number Datavault AI must file for these shares in any consecutive 12-month period
Letter Agreement date July 29, 2026 Date Datavault AI and EOS Technology Holdings entered into the letter agreement
Earnout Agreement financial
"relating to that certain Earnout Agreement, dated as of December 31, 2024"
volume-weighted average price financial
"divided by the volume-weighted average price of the Common Stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Exchange Cap financial
"equal to 19.99% of the total number of shares of Common Stock outstanding as of the date of the Letter Agreement (the “Exchange Cap”)"
Section 4(a)(2) regulatory
"issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
registration statement regulatory
"agreed to file a registration statement with the Securities and Exchange Commission"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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FAQ

What did Datavault AI (DVLT) agree with EOS Technology Holdings on July 29, 2026?
Datavault AI and EOS Technology Holdings signed a letter agreement letting EOS take earnout payments in common stock instead of cash. This applies to earnouts under their December 31, 2024 Earnout Agreement and sets detailed pricing, caps, and registration provisions.

How is the share price for Datavault AI (DVLT) earnout stock elections determined?
The number of Datavault AI shares equals the elected earnout amount divided by the five-day volume-weighted average price before payment. For the earnout period ended December 31, 2025, a fixed price of $0.61 per share applies instead of VWAP.

What is the 19.99% Exchange Cap mentioned for Datavault AI (DVLT)?
The agreement caps total Datavault AI common shares issued for earnout elections at 19.99% of shares outstanding on the letter date. Above that cap, amounts must be settled in cash unless stockholders approve an increased cap or a Nasdaq exception applies.

What registration obligations does Datavault AI (DVLT) have for earnout shares?
Datavault AI must file an SEC registration statement for resale of earnout shares within 14 days after each closing. If it is not effective within 90 days, EOS may require those shares to be cancelled and the related earnout amount paid in cash instead.

How are the Datavault AI (DVLT) earnout share issuances treated under securities laws?
Earnout shares to EOS will be issued as an unregistered private placement relying on Section 4(a)(2) of the Securities Act. They cannot be offered or sold publicly in the United States without registration or another valid exemption, and certificates carry a restrictive legend.

What is the relationship between Datavault AI (DVLT) and EOS Technology Holdings?
Nathaniel Bradley, Datavault AI’s Chief Executive Officer and director, is also CEO and sole director of EOS Technology Holdings. The company notes that changes in his indirect beneficial ownership from EOS distributions may appear in future Section 16 reports.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 29, 2026

 

Datavault AI Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38608   30-1135279

(State or other jurisdiction of
incorporation)

   (Commission
File Number)		   (IRS Employer
Identification No.)

 

One Commerce Square,

2005 Market Street, Suite 2400,

Philadelphia, PA

   19103
(Address of Principal Executive Offices)   (Zip Code)

 

(408) 627-4716

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or former address if changed from last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.0001 per share   DVLT   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A is being filed solely to amend the Current Report on Form 8-K which was filed by the registrant with the Securities and Exchange Commission on July 30, 2026, to correct the title of the signatory thereof, Brett Moyer, who is the Chief Financial Officer of the registrant.

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 29, 2026, Datavault AI Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with EOS Technology Holdings Inc. (f/k/a Data Vault Holdings Inc.) (“EOS Holdings”) relating to that certain Earnout Agreement, dated as of December 31, 2024 (the “Earnout Agreement”), by and between the Company and EOS Holdings.

 

Pursuant to the Letter Agreement, EOS Holdings may elect, in its sole discretion, to receive all or any portion of any earnout payment payable under the Earnout Agreement in shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in lieu of the cash payment provided for in the Earnout Agreement. Each election must be made by delivery of an irrevocable written notice of election no later than two business days following the date on which the earnout payment becomes final and binding in accordance with the Earnout Agreement.

 

The number of shares of Common Stock issuable pursuant to an election will equal the applicable portion of the earnout payment elected to be received in shares divided by the volume-weighted average price of the Common Stock for the five consecutive trading days ending on the trading day immediately preceding the applicable payment due date, rounded up to the nearest whole share. Notwithstanding the foregoing, the applicable price for shares of Common Stock issued in respect of the earnout period ended December 31, 2025 is $0.61 per share.

 

The aggregate number of shares of Common Stock issuable pursuant to the Letter Agreement is subject to a cap equal to 19.99% of the total number of shares of Common Stock outstanding as of the date of the Letter Agreement (the “Exchange Cap”), unless stockholder approval is obtained or another exception under applicable Nasdaq rules is satisfied. To the extent an issuance would exceed such cap, the excess portion of the applicable earnout payment will be paid in cash.

 

Following the date on which the number of shares of Common Stock issued under the Letter Agreement equals the Exchange Cap, or on which any notice of election with respect to any shares of Common Stock that cannot be issued as a result of the Exchange Cap is withdrawn as to such shares in accordance with the Letter Agreement, EOS Holdings will have the right to demand, once per consecutive 12-month period until such stockholder approval is obtained, that the Company use commercially reasonable efforts to obtain stockholder approval under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) at the following regularly scheduled annual meeting of the Company’s stockholders in order to increase the Exchange Cap by an amount agreed to in good faith by the Company and EOS Holdings.

 

The Company agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of Common Stock actually issued in respect of each earnout period under the Earnout Agreement, pursuant to the applicable notice of election, no later than 14 calendar days following the date of the applicable closing. If the applicable registration statement is not declared effective within 90 calendar days following the issuance of the relevant shares, or otherwise does not permit their resale as contemplated by the Letter Agreement, EOS Holdings may require the applicable shares of Common Stock to be surrendered and cancelled and the corresponding earnout amount to be paid in cash, subject to the terms of the Letter Agreement. In addition, the Letter Agreement provides that in no event will the Company be obligated thereunder to prepare or file with the SEC more than two such registration statements during any consecutive 12-month period.

 

Nathaniel Bradley, the Company’s Chief Executive Officer and a member of its board of directors, is also the Chief Executive Officer and sole director of EOS Holdings. Because Mr. Bradley serves as an officer and director of EOS Holdings, changes in his reported indirect beneficial ownership resulting from distributions by EOS Holdings may be reflected in future filings under Section 16 of the Exchange Act. Such changes may occur as a result of pro rata distributions by EOS Holdings rather than discretionary market sales by Mr. Bradley.

 

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The shares of Common Stock issuable pursuant to the Letter Agreement will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares of Common Stock issued and issuable pursuant to the Letter Agreement have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Letter Agreement, dated as of July 29, 2026, by and between Datavault AI Inc. and EOS Technology Holdings Inc.
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

 

 

 

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: July 30, 2026 DATAVAULT AI INC.
     
  By: /s/ Brett Moyer
    Name: Brett Moyer
    Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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