false
0001682149
0001682149
2026-10-11
2026-10-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Director
On October 11, 2026, Wendy Wilson tendered her
resignation from the board of directors (the “Board”) of Datavault AI Inc. (the “Company”), effective as of October
12, 2026. Ms. Wilson tendered her resignation in connection with the Company’s acquisition of NYIAX (as defined below), which the
Board determined to be a Triggering Transaction (as defined in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on October 6, 2026 (the “Advisory Arrangements 8-K”)), to allow for the appointment
of Jeffrey Tirman (as more fully described below) and not as a result of any disagreement with the Company.
At the time of such resignation, Ms. Wilson served
as a director for over two years and is entitled to enter into the Advisory Contract (as defined in the Advisory Arrangements 8-K) and
receive the cash and equity compensation provided for therein. The form of Advisory Contract and the cash and equity compensation payable
thereunder is more fully described in the Advisory Arrangements 8-K and a copy of the form of Advisory Contract was filed as Exhibit 10.1
to the Advisory Arrangements 8-K.
Appointment of Director
As previously announced, on August 19, 2026, the
Company acquired NYIAX, Inc. (“NYIAX”) pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2026 (as
amended, the “Merger Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company,
and NYIAX. Pursuant to the terms of the Merger Agreement, NYIAX had the right to require the Company to take all necessary corporate action
to appoint up to two individuals designated by NYIAX (the “Merger Partner Designees”) to the Board, subject to the review
and approval of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), acting in good faith,
and each designee’s satisfaction of all applicable independence and qualification requirements of the applicable trading market.
NYIAX previously designated Christopher Hardt as the first of two Merger Partner Designees, and has designated Jeffrey Tirman as the second
of two Merger Partner Designees.
On October 11, 2026, effective as of
immediately following Ms. Wilson’s resignation on October 12, 2026 and upon the recommendation of the NCG Committee, the Board
appointed Jeffrey Tirman to the Board, to serve until his successor is duly elected and qualified or until he resigns or is
removed.
The Board has determined that Mr. Tirman qualifies
as an independent director under the corporate governance standards of The Nasdaq Stock Market LLC and the rules and regulations of the
SEC, including those applicable to audit committee members.
Mr. Tirman has more than 35 years of international
investment management experience, specializing in corporate restructurings, turnarounds, funding transactions and fund management. He
has led complex cross-border restructurings, reorganizations and recapitalizations, both as a primary shareholder and on behalf of independent
shareholders. His transaction experience includes public listings, private company financings, spin-offs, acquisitions, balance sheet
refinancings, pre-pack administrations and leading creditor committees.
In December 2015, Mr. Tirman joined the Supervisory
Board of Elan d.o.o. (“Elan”) based in Begunje na Gorenjskem, Slovenia, after its acquisition by a group of London-based institutional
investors. Mr. Tirman was appointed CEO of Elan in March 2016. Mr. Tirman was tasked with leading Elan’s transition from a state-owned
enterprise to a privately held firm. Mr. Tirman, both as a member of the Supervisory Board and as CEO, has been responsible for the complete
restructuring and reorganization of the business, including: (i) initial emergency financial stabilization of the enterprise, (ii) reconfiguration
of the entire corporate structure, including the development and implementation of new corporate governance policies and procedures focused
on transparency and accountability, (iii) the hiring and installation of a progressive senior management team, (iv) restructuring and
streamlining the four operating divisions along western-style best practices, including control, reporting and compliance, (v) refinancing
of Elan’s balance sheet several times, (vi) identifying and defining future business direction across all company units (product
focus, branding, target markets, etc.), and (vii) preparing Elan for sale. Mr. Tirman continues in his role as CEO of Elan.
Mr. Tirman founded Abri Advisors (“Abri”),
a private family-office investment firm, in February 2016. Abri invests on a global basis across a variety of asset classes and security
types.
From 2009 to 2014, he was an adjunct professor
of Advanced Corporate Finance at HEC Lausanne. He holds an MBA from the A.B. Freeman School of Business, Tulane University (1990), and
a BBA from the University of Arkansas at Little Rock (1987).
As a non-employee director of the Company, Mr.
Tirman is initially entitled to receive cash compensation in the amount of $60,000 per year for his service on the Board. In connection
with his appointment to the Board, the Board approved a restricted stock award (the “Tirman RSAs”) to Mr. Tirman under the
Company’s 2018 Long-Term Stock Incentive Plan, as amended (the “2018 Plan”) consisting of 125,000 shares of the Company’s
common stock (the “Common Stock”), subject to the terms and restrictions set forth in the 2018 Plan and an award agreement
thereunder. The grant of the Tirman RSAs is subject to the filing by the Company with the SEC and effectiveness of a registration statement
on Form S-8 with respect to such awards (the “Registration Statement”) and the grant date will be the first trading day immediately
following the date on which the Registration Statement first becomes effective. The Tirman RSAs will vest as follows: (i) fifty percent
(50%) of the award shall vest on the first to occur of March 20th, June 20th, September 20th or December
20th after the date that is 90 days following the grant date and (ii) the remaining fifty percent (50%) of the award shall
vest on the second to occur of March 20th, June 20th, September 20th or December 20th (e.g.,
if the award is granted on November 15, 2026, the first vesting date would be March 20, 2027 and the remaining portion of the award would
vest on June 20, 2027), in each case subject to Mr. Tirman’s continuous service to the Company on each such date.
In addition, the Company will enter into an indemnification
agreement with Mr. Tirman in connection with his appointment to the Board, which is in substantially the same form as that entered into
with the other directors of the Company, the form of which was filed as Exhibit 10.4 to the Company’s registration statement on
Form S-1/A (file No. 333-224267) filed with the SEC on July 2, 2018.
Mr. Tirman was designated for appointment to the
Board by NYIAX pursuant to Section 1.5 of the Merger Agreement. Except for such designation right of NYIAX, there are no arrangements
or understandings between Mr. Tirman and any other persons pursuant to which he was selected to be appointed to the Board or its committees.
There are no family relationships between Mr. Tirman and any director or executive officer of the Company, and Mr. Tirman has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure. |
On October 14, 2026, the Company issued a press
release announcing Mr. Tirman’s appointment to the Board. The full text of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference to such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated October 14, 2026 |
| 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: October 15, 2026
Exhibit 99.1
Datavault AI Appoints Shareholder and Investment
Executive Jeffrey Tirman to the Board of Directors
Tirman, through his family office Abri Capital
Ltd., holds 26 million DVLT shares and brings over 35 years of international investment management and corporate restructuring experience
to the Company
PHILADELPHIA, PA – October 14, 2026 -
Datavault AI Inc. (“Datavault AI” or the “Company”) (Nasdaq: DVLT), an Artificial Intelligence Platform (“AIP”)
company providing data monetization, credentialing, and real-world asset (“RWA”) tokenization, today announced the appointment
of Jeffrey Tirman to its Board of Directors, effective as of October 12, 2026. Mr. Tirman was designated by NYIAX, Inc. (“NYIAX”)
in connection with Datavault AI's recently completed acquisition of NYIAX, and he previously served on NYIAX's board of directors. As
a Datavault AI Shareholder, Mr. Tirman brings both an ownership perspective and extensive management experience to the Board.
Mr. Tirman has more than 35 years of international
investment management experience, focused on corporate transformation, capital strategy and value creation. He has led complex cross-border
transactions to strengthen balance sheets, reorganize operations and realign capital structures, both as a primary shareholder and on
behalf of independent shareholders. His transaction experience includes public listings, private financings, spin-offs, acquisitions,
balance sheet refinancings and creditor committee leadership.
“Jeffrey is joining our Board not just as
an experienced director, but as a shareholder with real capital committed to Datavault AI’s success,” said Nathaniel Bradley,
Chief Executive Officer of Datavault AI. Jeffrey has spent more than three decades working with companies through critical periods of
transformation, bringing a deep understanding of capital markets, corporate restructuring and strategic growth. His experience will be
particularly valuable as we continue to expand our operations and evaluate opportunities to strengthen our financial position.”
Mr. Tirman currently serves as Chief Executive
Officer of Elan d.o.o., a Slovenia-based sporting goods manufacturer, where he has led a comprehensive corporate restructuring and operational
transformation following the company’s acquisition by institutional investors in 2015. His responsibilities have included financial
stabilization, corporate reorganization, enhanced governance practices, management restructuring, operational improvements across four
business divisions, multiple balance sheet refinancings and preparation of the business for a potential sale.
In 2016, Mr. Tirman founded Abri Capital Ltd.,
a private family-office investment firm investing globally across multiple asset classes and security types. Previously, he co-founded
Rhodium Capital Management Ltd., a London-based investment manager specializing in European and CEEMEA credit markets. From 1997 to 2012,
he served as President of Talisman Capital, managing investment strategies and corporate restructuring assignments for institutional clients
across multiple industries. Mr. Tirman also served as an adjunct professor of Advanced Corporate Finance at HEC Lausanne from 2009 to
2014. He holds an MBA (Corporate Accounting) from Tulane University’s A.B. Freeman School of Business and a Bachelor of Business
Administration (Economics) from the University of Arkansas at Little Rock.
“I am pleased to join Datavault AI’s
Board at this critical stage in the Company’s development,” said Mr. Tirman. “As a shareholder, I have a vested interest
in the Company’s success. My career has focused on helping businesses navigate complex financial and operational challenges, strengthening
their capital structures and positioning themselves for profitable growth. I look forward to working with the company to support disciplined
operational and financial execution and to grow the business in an intelligent manner.”
About Datavault AI
Datavault AI Inc. (Nasdaq: DVLT) is an AIP company
focused on transforming data and real-world assets into intelligent, secure and monetizable digital assets. The Company’s integrated
platform combines artificial intelligence, an AI-driven inference layer, data valuation, tokenization, cybersecurity, high-performance
computing and exchange technologies to support the lifecycle of data and digital assets—from identification and valuation through
tokenization, commercialization and monetization.
Datavault AI operates through two synergistic
divisions: Data Science and Acoustic Science. The Data Science division includes the Company’s patented Data Vault®, DataValue®
and DataScore® technologies, together with its cybersecurity, tokenization and exchange capabilities. The Acoustic Science division
includes WiSA®, ADIO® and related spatial audio and data-over-sound technologies, as well as the Company’s events and experiential
media businesses, including CompuSystems, Inc., operated under the Event Citadel brand, and API Media Innovations Inc.
Together, these capabilities form an integrated
AI platform designed to connect data, intelligence, value and markets, enabling enterprises, institutions and asset owners to identify,
protect, value and monetize data and real-world assets.
The Company is headquartered in Philadelphia,
PA. For more information, visit www.dvlt.ai. Investor information is available at ir.datavaultsite.com. Technology news and insights are
published at dvlt.ai/insights.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other applicable securities
laws about Datavault AI Inc. (“Datavault AI,” the “Company,” “us,” “our,” or “we”)
and our industry that involve risks and uncertainties. In some cases, you can identify forward-looking statements because they contain
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 in this press release
include, but are not limited to, statements regarding the anticipated contributions of Jeffrey Tirman to the Company’s Board of
Directors; the expected benefits of his investment management, corporate restructuring, capital markets and international business experience
; the Company’s ability to strengthen its financial position, capital structure and strategic execution; the anticipated benefits
of the Company’s acquisition of NYIAX; the Company’s ability to successfully integrate NYIAX’s business, personnel,
intellectual property and technologies; the anticipated expansion, development, operation and commercialization of the Company’s
exchange and tokenization platforms; the Company’s ability to leverage NYIAX’s patented exchange technology and contract management
capabilities; the Company’s plans to expand its digital asset and data monetization businesses; and the Company’s future growth,
strategic objectives and ability to create long-term shareholder value.
These forward-looking statements are based on
the Company’s current expectations, estimates, assumptions and beliefs and are subject to numerous risks and uncertainties that
could cause actual results, events or developments to differ materially from those expressed or implied by such statements. Such risks
and uncertainties include, among others, the Company’s ability to successfully integrate NYIAX and realize the anticipated benefits
of the acquisition; the ability of Jeffrey Tirman to contribute to the Company’s strategic and financial objectives; the ability
of the Company’s Board of Directors and management team to effectively execute its strategic objectives; the Company’s ability
to attract, retain and effectively utilize qualified directors, executives and other personnel; the Company’s ability to successfully
develop, operate, integrate, scale and commercialize its exchange and tokenization technologies; technological, operational, cybersecurity,
regulatory and other risks affecting the Company’s platforms and businesses; the availability, functionality and commercial adoption
of the Company’s technologies; changes in market conditions and the competitive environment; the Company’s ability to strengthen
its financial position; applicable federal and state securities laws and regulations and other laws and regulations applicable to digital
assets, blockchain technologies and the Company’s businesses; and the other risks and uncertainties described in the Company’s
filings with the U.S. Securities and Exchange Commission (“SEC”), including under the heading “Risk Factors” in
the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC.
The forward-looking statements contained in this
press release speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements.
Contacts
Media Contact
marketing@dvlt.ai
Investor Contact
Edward Barger
Vice President, Investor Relations
ir@dvlt.ai
