What legal documents did Datavault AI file related to this transaction?

Datavault AI filed the Subscription Agreement with Vivasor, Inc. as an exhibit and included an opinion of Paul Hastings LLP on the legality of the Datavault shares being registered. A related consent of Paul Hastings LLP was also filed as part of the exhibits.

Datavault AI uses $50M stock to buy Vivasor stake

Q: 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.

Q: How much is Datavault AI paying for the Vivasor shares and in what form?

Datavault AI agreed to pay an aggregate purchase price of $50 million for the Vivasor shares. The price will be paid entirely as non-cash consideration through the issuance of 75,942,666 shares of Datavault common stock to Vivasor at closing.

Q: 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.

Q: 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.

Q: 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.

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

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.

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, or 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”)"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

non-cash consideration financial

"The Purchase Price will be paid entirely in non-cash consideration by issuance of 75,942,666 shares"

Non-cash consideration is payment made in a deal that does not involve cash, such as shares, assets, debt relief, services, or intellectual property. It matters to investors because it changes a company's balance sheet and ownership mix—like trading goods for goods instead of paying cash—affecting reported cash flow, potential share dilution, and how the value of a transaction is reflected in financial statements and valuations.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How much is Datavault AI paying for the Vivasor shares and in what form?

Datavault AI agreed to pay an aggregate purchase price of $50 million for the Vivasor shares. The price will be paid entirely as non-cash consideration through the issuance of 75,942,666 shares of Datavault common stock to Vivasor at closing.

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.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/23/2026 - 04:04 PM EDT

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): April 23, 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 1.01. Entry into a Material Definitive Agreement.

Datavault AI Inc., (the “Company”) and Vivasor, Inc. (“Vivasor”) entered into a Subscription Agreement (the “Subscription Agreement”), dated April 16, 2026. Pursuant to the Subscription Agreement, the Company agreed to purchase from Vivasor, and Vivasor agreed to issue and sell to the Company, 8,163,265 shares of Vivasor’s Series A Common Stock (the “Vivasor Shares”), at a purchase price of $6.125 per share, for aggregate consideration of $50 million (the “Purchase Price”). The Purchase Price will be paid entirely in non-cash consideration by issuance of 75,942,666 shares of the Company’s common stock (the “Datavault Shares”) to Vivasor at closing.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On April 23, 2026, the Company filed a prospectus supplement (“Prospectus Supplement”) to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026, and was declared effective by the SEC on March 25, 2026 (File No. 333-294502). The Company filed the Prospectus Supplement for the purpose of registering the Datavault Shares issued in consideration for the Vivasor Shares. In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Paul Hastings LLP, regarding the legality of the Datavault Shares being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Paul Hastings LLP
10.1		Subscription Agreement, dated April 16, 2026, between Vivasor, Inc. and Datavault AI Inc.
23.1		Consent of Paul Hastings LLP (included in Exhibit 5.1)
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.

Date: April 23, 2026	DATAVAULT AI INC.

	By:	/s/ Nathaniel Bradley
		Name:	Nathaniel Bradley
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 107.0 KB

Datavault AI uses $50M stock to buy Vivasor stake

Rhea-AI Filing Summary