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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):
November 10, 2026
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.) |
One
Commerce Square, 2005
Market Street, Suite 2400,
Philadelphia,
PA |
19103 |
| (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 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 10, 2026,
Datavault AI Inc., a Delaware corporation (the “Company”), received a letter (the “Letter”) from the Listing Qualifications
department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company’s common stock, par value
$0.0001 per share (“Common Stock”), was subject to delisting from Nasdaq due to the Company’s non-compliance with the
$1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”), which the Company intends to do.
The Company was also
notified that, due to a closing bid price of less than $0.10 per share for ten consecutive business days, Nasdaq will suspend trading
in the Company’s securities on Nasdaq effective with the open of the market on November 17, 2026 in accordance with Nasdaq Listing
Rule 5810(c)(3)(A)(iii). While trading is suspended on Nasdaq, the Company’s Common Stock should be eligible to trade on the OTC
Markets system under its existing symbol “DVLT,” also effective with the open of business on November 17, 2026.
Notwithstanding the Nasdaq
trading suspension, the Company plans to timely request a hearing before the Panel in an effort to maintain its Nasdaq listing and reinitiate
trading of its Common Stock on Nasdaq. At the hearing, the Company will present its plan to evidence compliance with the Bid Price Rule
and request an extension of time to do so as well as the reinitiation of trading and continued listing of the Company’s securities
on Nasdaq as a result thereof. There can be no assurances that the Panel will grant the Company’s request for continued listing
on Nasdaq or if it does so that the Company will be able to regain compliance with the extension period that may be granted by the Panel.
Item 8.01. Other Events.
On November 13, 2026,
the Company issued a press release (the “Press Release”) announcing receipt of the Letter and the Nasdaq trading suspension,
as required under Nasdaq Listing Rule 5810(c)(3)(A)(iii).
Cautionary Statement
Regarding Forward-Looking Statements
This Form 8-K and
Exhibit 99.1 attached hereto contain forward-looking statements. Such forward-looking statements include, but are not limited to, statements
that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s
future activities, or future events or conditions, including those related to Nasdaq’s determination to delist the Common Stock
or the quotation of the Common Stock on the OTC, which can be identified by terminology such as “may,” “will,”
“expects,” “anticipates,” “aims,” “potential,” “future,” “intends,”
“plans,” “believes,” “estimates,” “continue,” “likely to” and other similar
expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business
based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict, many of which are beyond the Company’s control, including risks related to Nasdaq’s
determination to delist the Common Stock and the quotation of the Common Stock on the OTC, and other risks that may be included in the
periodic reports and other filings that the Company files from time to time with the SEC. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking statements speak only as of the
date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances
after the date of this Form 8-K, except as required by applicable law.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 13, 2026. |
| 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: November 13, 2026 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Brett Moyer |
| |
|
Name: |
Brett Moyer |
| |
|
Title: |
Chief Executive Officer and President |
Exhibit 99.1
Datavault AI Receives Notice of Nasdaq Trading
Suspension;
Common Stock Eligible to Trade on OTC Markets
PHILADELPHIA, PA – November 13, 2026 –
Datavault AI Inc. (“Datavault” or the “Company”) (OTC: DVLT), today announced that the Company expects its common
stock will be eligible to trade on the over-the-counter market (“OTC Markets”) effective with the open of the market on November
17, 2026. The move to OTC Markets follows Nasdaq’s decision to suspend trading in the Company’s common stock effective November
17, 2026, due to the Company’s non-compliance with Nasdaq’s $1.00 minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) and the “low stock price” rule set forth in Nasdaq Listing Rule 5810(c)(3)(A)(iii), which requires a suspension
of Nasdaq trading for an issuer that evidences a closing bid price of less than $0.10 per share for ten consecutive business days.
The
Company intends to request a hearing before the Nasdaq Hearings Panel to maintain its Nasdaq listing. At the hearing, the Company will
present its plan to evidence compliance with the bid price requirement and to request an extension of time to do so and the reinitiation
of trading and continued listing of the Company’s securities on Nasdaq as a result thereof.
About Datavault AI
Datavault AI Inc. verifies, values and tokenizes
data and real-world assets for organizations and people. Its exchanges bring those assets to market. Through its media, acoustic and
live-event technologies and services, the Company powers how organizations reach and engage customers across business and consumer channels.
Its technologies are protected by a portfolio of issued patents, which the Company makes available through licensing. Learn more at www.dvlt.ai.
Cautionary Statement Regarding
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements reflect management’s current expectations, as of the date of this press release, and involve certain risks and uncertainties.
Forward-looking statements include statements herein with respect to, among other things, the Company’s ability to list its common
stock on a national exchange and the successful execution of the Company’s business strategy. The Company’s actual results
could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties
include, among other things, the timing of regulatory processes, the ability to appeal, the actions of third parties, and management of
growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the SEC.
There can be no assurance that a broker will continue to make a market in the Company’s common stock or that trading of the common
stock will continue on an over-the-counter market or elsewhere. There can be no assurance that a favorable decision from the Panel
will be obtained. Should one or more of these risks or uncertainties materialize, or should assumptions
underlying forward-looking statements prove incorrect, actual results may differ materially from those described in this press release
as intended, planned, anticipated, believed, estimated, or expected. Any forward-looking statement made by us in this press release is
based on information currently available to us and speaks only as of the date on which it is made. Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.
Media and investor contacts
Datavault
Edward Barger, VP, Investor Relations
IR@dvlt.ai
Media Contact: marketing@dvlt.ai
