[8-K] Datavault AI Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Primary capital raise via shelf in two priced tranches.

Datavault AI is conducting a registered direct offering off its Form S-3, splitting the raise into two tranches: 1,470,588 shares at $0.34 and 4,255,319 shares at $0.47, for aggregate gross proceeds of about $2.5 million. This is a primary issuance, implying cash proceeds to the company.

The first closing is targeted on or about October 29, 2025 subject to customary conditions. The second closing depends on stockholder approval of an amendment increasing authorized common shares to satisfy existing contractual obligations, a gating condition that can affect timing.

Key items to track are completion of the initial closing and the stockholder vote enabling the additional shares; the filing ties the second tranche to that approval, with the closing expected the business day immediately after approval.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 24, 2025

Datavault AI Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38608		30-1135279
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15268 NW Greenbrier Pkwy, Beaverton, OR		97006
(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 Capital Market

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On October 24, 2025, Datavault AI Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (each an “Investor”, and collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a registered direct offering, (a) an aggregate of 1,470,588 shares (the “Initial Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company at a price of $0.34 per share and (b) an aggregate of 4,255,319 shares (the “Additional Shares”) of Common Stock at a price of $0.47 per share, for aggregate gross proceeds of approximately $2.5 million.

The Shares to be issued in the registered direct offering are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-288538), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on July 7, 2025 and declared effective on July 9, 2025.

The closing with respect to the Initial Shares will take place upon satisfaction of certain customary closing conditions set forth in the Purchase Agreement and is expected to occur on or about October 29, 2025. The closing with respect to the Additional Shares, subject to the satisfaction of certain additional closing conditions, is expected to take place on or about the business day immediately after the Company receives the approval of its stockholders (the “Stockholder Approval”) with respect to an amendment to the Company’s certificate of incorporation to increase the number of shares of Common Stock authorized for issuance to an amount sufficient to satisfy the Company’s existing contractual obligations.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.

Sullivan & Worcester LLP, counsel to the Company, delivered an opinion as to the validity of the Initial Shares and Additional Shares, a copy of which is attached to this Form 8-K as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Sullivan & Worcester LLP, dated October 24, 2025.
10.1		Form of Securities Purchase Agreement by and among the Company and the Investors, dated October 24, 2025.
23.1		Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 28, 2025	DATAVAULT AI INC.
	By:	/s/ Nathaniel Bradley
		Name:	Nathaniel Bradley
		Title:	Chief Executive Officer

FAQ

What did Datavault AI (DVLT) announce in this 8-K?

DVLT entered a securities purchase agreement for a registered direct offering of common stock totaling approximately $2.5 million in gross proceeds.

How many DVLT shares and at what prices are being sold?

The company will sell 1,470,588 shares at $0.34 per share and 4,255,319 shares at $0.47 per share.

When will the DVLT share sales close?

The initial tranche is expected to close on or about October 29, 2025, and the additional tranche is expected to close the business day after stockholder approval.

What conditions apply to the additional DVLT shares?

They require stockholder approval of a charter amendment to increase authorized common shares to satisfy existing contractual obligations.

Under what registration is the DVLT offering being made?

The offering is under DVLT’s Form S-3 shelf (File 333-288538), declared effective on July 9, 2025.