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Datavault AI (Nasdaq: DVLT) flags delisting risk if price stays below $1

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datavault AI Inc. (DVLT) reports that Nasdaq has granted an additional compliance period to meet the Nasdaq Capital Market’s $1.00 per share Minimum Bid Price Requirement. After failing to regain compliance by the initial August 24, 2026 deadline, the company now has until February 22, 2027 to restore its bid price.

DVLT’s common stock continues to trade on the Nasdaq Capital Market under the symbol DVLT, and the extension does not immediately affect listing status. Datavault intends to monitor its share price and may pursue actions such as a reverse stock split to regain compliance, while noting there is no assurance it will satisfy Nasdaq’s requirements or avoid delisting.

Positive

  • None.

Negative

  • DVLT risks delisting if it cannot lift its bid price to at least $1.00 for 10 consecutive business days by February 22, 2027, following an earlier 180-day period in which it failed to regain compliance with Nasdaq’s Minimum Bid Price Requirement.

Filing Explained

During the extension ending February 22, 2027, Nasdaq’s cure test is a bid price of $1.00 or more for at least 10 consecutive business days.

The August 25 notice places Datavault AI in a second compliance period ending February 22, 2027; Nasdaq will close the bid-price deficiency only if the stock closes at $1.00 or more for at least 10 consecutive business days.

If that condition is not met, Nasdaq will issue written notification that the common stock will be delisted. The company may then appeal to a hearings panel, but the filing gives no assurance that an appeal would succeed.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum Bid Price Requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price for continued listing
Initial compliance period 180 calendar days From deficiency notice to the Initial Compliance Deadline of August 24, 2026
Initial Compliance Deadline August 24, 2026 Date by which DVLT first needed to regain the Minimum Bid Price Requirement
Second Compliance Period 180 calendar days Additional period granted by Nasdaq to regain minimum bid price compliance
Second Compliance Deadline February 22, 2027 New deadline to satisfy the Minimum Bid Price Requirement
Deficiency trigger period 30 consecutive business days Length of time DVLT’s bid price was below $1.00 to trigger non-compliance
Re-compliance trading period 10 consecutive business days Minimum period DVLT’s stock must close at or above $1.00 to regain compliance
Minimum Bid Price Requirement regulatory
"it no longer complies with the minimum bid price requirement for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5550(a)(2) regulatory
"Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum"
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum"
Nasdaq Capital Market regulatory
"its common stock has been below $1.00 per share for 30 consecutive business days"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"including by effecting a reverse stock split, if necessary"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"may contain “forward-looking statements” (within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What Nasdaq notice did Datavault AI Inc. (DVLT) receive about its listing status?
Nasdaq notified Datavault AI Inc. that it is not in compliance with the $1.00 per share Minimum Bid Price Requirement after its stock traded below $1.00 for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rules.

What extension did DVLT receive to regain Nasdaq minimum bid price compliance?
Nasdaq granted DVLT an additional 180 calendar days, giving the company until February 22, 2027 to regain compliance with the $1.00 Minimum Bid Price Requirement under Nasdaq Listing Rule 5810(c)(3)(A).

Under what conditions will DVLT be considered back in compliance with Nasdaq’s bid price rule?
If during the second compliance period DVLT’s common stock closes at $1.00 per share or more for at least 10 consecutive business days, Nasdaq will provide written confirmation that the company has regained compliance.

What happens if Datavault AI Inc. (DVLT) fails to regain compliance by February 22, 2027?
If DVLT does not regain compliance by February 22, 2027, Nasdaq will notify the company that its common stock will be delisted. DVLT could then appeal to a Nasdaq hearings panel, but the company states there is no assurance any appeal would succeed.

What actions may DVLT consider to meet Nasdaq’s Minimum Bid Price Requirement?
DVLT states it will actively monitor its stock price through February 22, 2027 and will consider available options to regain compliance, including potentially effecting a reverse stock split of its common stock, if necessary.

Does the Nasdaq extension immediately affect trading of DVLT shares?
No. The company states the Nasdaq extension notice has no immediate effect on the listing or trading of its common stock. DVLT shares will continue to trade on the Nasdaq Capital Market under the symbol DVLT during the extended compliance period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 25, 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, Pennsylvania 19103
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (408) 627-4716

 

N/A

(Former name or former address, if changed since 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:

 

¨ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed in a Current Report on Form 8-K filed by Datavault AI Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on February 27, 2026, the Company received a letter dated February 24, 2026 from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial 180 calendar day period, or until August 24, 2026 (the “Initial Compliance Deadline”), to regain compliance with the Minimum Bid Price Requirement. The Company was unable to regain compliance with the Minimum Bid Price Requirement by the Initial Compliance Deadline.

 

On August 25, 2026, the Company received a letter from Nasdaq (the “Extension Notice”) notifying the Company that its request for an extension to regain compliance with the Minimum Bid Price Requirement has been granted, and the Company has an additional 180 calendar days, or until February 22, 2027 (the “Second Compliance Deadline” and, such additional 180 calendar day period, the “Second Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. Nasdaq’s determination was based on the Company meeting the continued listing requirement for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the additional compliance period, including by effecting a reverse stock split, if necessary. The Extension Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and, at this time, the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “DVLT.” If at any time during the Second Compliance Period, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed.

 

If the Company does not regain compliance with the Minimum Bid Price Requirement during the Second Compliance Period, Nasdaq will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, such appeal would be successful. 

 

The Company intends to actively monitor the bid price for its common stock between now and February 22, 2027, and will consider available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or that the Company will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this Current Report on Form 8-K may contain “forward-looking statements” (within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault,” the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. There can be no assurance that the Company will meet the Minimum Bid Price Requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief. Reference is also made to other factors detailed from time to time in the Company’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that Datavault makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.

 

The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. Datavault undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law. Datavault may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. Datavault’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		   Description
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.

 

  DATAVAULT AI INC.
     
  By: /s/ Brett Moyer
  Name: Brett Moyer
  Title: Chief Financial Officer
     
Date: August 25, 2026    

 

 

Source: View Original Filing on SEC EDGAR

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