Datavault AI (NASDAQ: DVLT) issues shares for $50M Vivasor Series A stake
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Datavault AI Inc. entered into a Subscription Agreement with Vivasor, Inc. under which Datavault will acquire 8,163,265 shares of Vivasor’s Series A Common Stock at $6.125 per share, for aggregate consideration of $50 million.
The $50 million purchase price will be paid entirely in non-cash consideration by issuing 75,942,666 shares of Datavault common stock to Vivasor at closing. Datavault also filed a prospectus supplement to an effective Form S-3 shelf registration statement to register these Datavault shares and filed a related legal opinion and the Subscription Agreement as exhibits.
Positive
- None.
Negative
- None.
Insights
Datavault uses $50M in stock to acquire a sizable Vivasor stake.
Datavault AI Inc. agreed to acquire $50 million of Vivasor, Inc. Series A Common Stock, receiving 8,163,265 shares at $6.125 per share. Payment is entirely in Datavault equity via 75,942,666 new common shares issued to Vivasor.
The company filed a prospectus supplement to an effective Form S-3 shelf to register these Datavault shares, plus a counsel opinion on their legality. This structure indicates a share-for-share, non-cash transaction; the actual impact depends on Datavault’s existing share base and Vivasor’s strategic contribution.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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
Aggregate purchase price: $50 million
Vivasor shares acquired: 8,163,265 shares
Price per Vivasor share: $6.125 per share
+3 more
6 metrics
Aggregate purchase price
$50 million
Consideration for Vivasor Series A Common Stock
Vivasor shares acquired
8,163,265 shares
Vivasor Series A Common Stock under Subscription Agreement
Price per Vivasor share
$6.125 per share
Purchase price for Vivasor Series A Common Stock
Datavault shares issued
75,942,666 shares
Datavault common stock issued as non-cash consideration
Shelf registration file number
333-294502
Form S-3 shelf effective March 25, 2026
Subscription Agreement date
April 16, 2026
Date of agreement between Datavault AI and Vivasor
Key Terms
Material Definitive Agreement, Subscription Agreement, Series A Common Stock, non-cash consideration, +2 more
6 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Subscription Agreement financial
"entered into a Subscription Agreement (the “Subscription Agreement”), dated April 16, 2026."
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
Series A Common Stock financial
"8,163,265 shares of Vivasor’s Series A Common Stock (the “Vivasor Shares”)"
non-cash consideration financial
"The Purchase Price will be paid entirely in non-cash consideration by issuance of 75,942,666 shares"
prospectus supplement regulatory
"the Company filed a prospectus supplement (“Prospectus Supplement”) to an effective shelf registration statement"
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.
shelf registration statement on Form S-3 regulatory
"effective shelf registration statement on Form S-3, which was originally filed"
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.
FAQ
What agreement did Datavault AI (DVLT) enter into with Vivasor, Inc.?
Datavault AI entered into a Subscription Agreement with Vivasor, Inc. to buy Vivasor’s Series A Common Stock. Datavault will receive 8,163,265 Vivasor shares in exchange for Datavault common stock valued at $50 million under the agreement.
What are the key terms of the Vivasor stock Datavault AI is acquiring?
Datavault AI is acquiring 8,163,265 shares of Vivasor’s Series A Common Stock. The agreed purchase price is $6.125 per share, resulting in total consideration of $50 million, which will be settled in newly issued Datavault common shares.
Why did Datavault AI file a prospectus supplement on Form S-3?
Datavault AI filed a prospectus supplement to an effective Form S-3 shelf registration statement to register the Datavault shares issued as consideration to Vivasor. This registration allows those 75,942,666 common shares to be covered under the existing shelf registration.
When were the key dates for Datavault AI’s transaction with Vivasor and the shelf registration?
The Subscription Agreement with Vivasor is dated April 16, 2026. The underlying Form S-3 shelf registration statement was filed on March 20, 2026 and declared effective on March 25, 2026. The prospectus supplement was filed on April 23, 2026.