Maxim gets Datavault AI (NASDAQ: DVLT) warrants plus $1.05M fee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Datavault AI Inc. filed a prospectus supplement to register warrants to purchase up to 2,727,272 shares of common stock and the shares issuable upon exercise. These “Participation Warrants” were issued to Maxim Group LLC under a May 26, 2026 letter agreement that settles certain matters and reflects Maxim’s waiver of a prior participation right tied to a May 5, 2026 offering of 109,090,910 shares.
In return, Datavault AI agreed to pay Maxim a $1,050,000 cash fee, appoint Maxim as co-sales agent for the company’s next at-the-market offering with a 3% fee on gross proceeds, and include Maxim as dealer manager or sales agent in related filings. The Participation Warrants match the terms of prior placement agent warrants, with a $0.6325 exercise price and a five-year term from the May 3, 2026 prospectus supplement date. The company also filed a legal opinion from Paul Hastings LLP on the validity of these warrants and the underlying shares.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Participation Warrants: 2,727,272 warrants
Cash fee to Maxim: $1,050,000
Future ATM fee rate: 3% of gross proceeds
+4 more
7 metrics
Participation Warrants
2,727,272 warrants
Warrants to purchase common stock issued to Maxim Group LLC
Cash fee to Maxim
$1,050,000
Fee agreed to under May 26, 2026 Maxim Letter Agreement
Future ATM fee rate
3% of gross proceeds
Commission on each sale in Datavault AI’s next at-the-market offering
ROFR Transaction shares
109,090,910 shares
Previously announced issuance and sale on May 5, 2026
Warrant exercise price
$0.6325 per share
Exercise price for Participation Warrants matching prior placement agent warrants
Warrant term
Five years
Term from May 3, 2026 prospectus supplement date
Shelf registration file number
333-294502
Form S-3 shelf used for the prospectus supplement
Key Terms
Participation Warrants, at-the-market offering, equity distribution agreement, shelf registration statement on Form S-3, +2 more
6 terms
Participation Warrants financial
"issued to Maxim Group LLC warrants to purchase up to 2,727,272 shares (the “Participation Warrants”)"
at-the-market offering financial
"retain Maxim to act as co-sales agent in connection with the Company’s next at-the-market offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
equity distribution agreement financial
"waiver of its right of participation under Section 2(a)(vi) of that certain equity distribution agreement"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
shelf registration statement on Form S-3 regulatory
"included in an effective shelf registration statement on Form S-3 (File No. 333-294502)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
prospectus supplement regulatory
"filed a prospectus supplement, dated June 22, 2026 (“Prospectus Supplement”)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
dealer manager financial
"include Maxim as dealer manager and/or sales agent in any registration statement"
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.
FAQ
What did Datavault AI (DVLT) disclose on June 22, 2026?
Datavault AI disclosed issuing Maxim Group LLC warrants to purchase up to 2,727,272 shares and filing a prospectus supplement to register these warrants and underlying shares. The company also detailed related cash fees and future at-the-market offering roles for Maxim.
What are the key terms of Datavault AI’s Participation Warrants to Maxim?
The Participation Warrants allow Maxim to purchase up to 2,727,272 common shares at an exercise price of $0.6325 per share. They have a five-year term measured from the May 3, 2026 prospectus supplement date and mirror the placement agent warrants from Datavault AI’s earlier ROFR Transaction.
Why did Datavault AI (DVLT) grant warrants and fees to Maxim Group?
Datavault AI granted the warrants and fees to settle certain matters with Maxim and in consideration of Maxim waiving its participation right in connection with a May 5, 2026 offering of 109,090,910 shares. This was formalized in a letter agreement dated May 26, 2026.
How will Maxim participate in Datavault AI’s future at-the-market offering?
Under the letter agreement, Datavault AI will retain Maxim as co-sales agent for its next at-the-market offering. Maxim will receive a cash fee equal to three percent of the gross proceeds from each securities sale and be included as dealer manager and/or sales agent in related filings.
What registration statement did Datavault AI use for the Participation Warrants?
Datavault AI used an effective shelf registration statement on Form S-3 (File No. 333-294502). On June 22, 2026, it filed a prospectus supplement to the March 25, 2026 base prospectus to register the Participation Warrants and the common shares issuable upon exercise.