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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): September 22, 2025
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 Number) |
|
15268 NW Greenbrier Pkwy
Beaverton, OR |
|
97006 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(408) 627-4716
(Registrant’s telephone
number, including area code)
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 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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.
As previously disclosed, on July 7, 2025, Datavault
AI Inc., a Delaware Corporation (the “Company”), entered into an agreement (the “IBM Agreement”) with International
Business Machines Corporation (“IBM”), pursuant to which the Company has agreed to purchase, and IBM has agreed to sell, certain
subscriptions to IBM program offerings (the “Programs”).
Pursuant to the IBM Agreement, IBM has agreed
to license the Programs to the Company for two payments of $18,935,564 and $4,729,730, respectively (the “Program Payments”).
On September 22, 2025, the Company and IBM entered into an amendment (the “IBM Amendment”) to the IBM Agreement. Pursuant
to the IBM Amendment, upon a payment of $2,500,000 to IBM towards the Program Payments, the due dates and amounts for the remaining Program
Payments will be revised and consist of the first payment of $3,296,183, which will be due on December 23, 2025, and eight subsequent
payments, each in the amount of $2,183,676 and due on each of March 23, June 23, September 23 and December 23 in 2026 and 2027. Pursuant
to the IBM Amendment, the one-year committed term of the Programs referred to in the IBM Agreement as “Fixed Quantity Subscription
License Programs” is scheduled to start on September 30, 2025, two months sooner than previously agreed.
The foregoing summary of the IBM Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the IBM Amendment, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item in connection
with the Amendment and included in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As previously disclosed, on April 24, 2025,
the stockholders of a majority of the issued and outstanding shares of common stock of the Company approved, by written consent in lieu
of a meeting, an amendment (the “Charter Amendment”) to the Company’s certificate of incorporation to permit the board
of directors of the Company (the “Board”) to amend the Company’s bylaws (the “Bylaws”). On September 25,
2025, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.
On September 25, 2025, the Board approved an amendment
to the Bylaws (the “Bylaws Amendment”) to decrease the quorum required for a meeting of stockholders from a majority of the
voting power of all outstanding shares of stock to one-third of such voting power.
The foregoing summaries of the Charter Amendment
and Bylaws Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,
copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment to Certificate of Incorporation of Datavault AI, Inc., filed with the Secretary of State of the State of Delaware on September
25, 2025. |
| 3.2 |
|
Amendment to Bylaws of Datavault AI, Inc., effective September 25, 2025. |
| 10.1 |
|
Amendment to the IBM Agreement, dated September 22, 2025. |
| 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: September 26, 2025 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
