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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 18, 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.
Securities Purchase
Agreement
On August 18, 2026
(the “Closing Date” and the “Effective Date”), Datavault AI Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company and accredited
investor (the “Investor”), and completed the initial closing of the transactions contemplated thereby. Pursuant to the Purchase
Agreement, the Company issued and sold to the Investor (i) an unsecured convertible promissory note in the original principal amount
of $25,030,000 (the “Note”), which is convertible into shares of the Company’s common stock, par value $0.0001 per share
(the “Common Shares”), and (ii) 15,000,000 Common Shares to be used as pre-delivery shares (the “Pre-Delivery Shares”),
for an aggregate purchase price of $25,001,500, consisting of $25,000,000 for the Note and $1,500 for the Pre-Delivery Shares. The Common
Shares issuable upon conversion of, or otherwise pursuant to, the Note and any Additional Notes (as defined below) are referred to herein
as the “Conversion Shares.” Pursuant to the Purchase Agreement, the Investor also received the right to purchase from time
to time up to $25,000,000 in aggregate principal amount of additional unsecured convertible promissory notes (the “Additional Notes”),
in connection with which the Company may issue additional pre-delivery shares (the “Additional Pre-Delivery Shares”), in each
case as described below.
In connection with the
closing, the Company filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to
the Company’s effective shelf registration statement on Form S-3 (File No. 333-294502), covering the offer and sale of
the Note, the Additional Notes, the Pre-Delivery Shares, the Additional Pre-Delivery Shares and the Conversion Shares. The Company also
established an initial reserve of 300,000,000 Common Shares for issuances of Conversion Shares under the Note and any Additional Notes
(the “Share Reserve”) and agreed to increase the Share Reserve in increments of 1,000,000 Common Shares as required under
the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Investor.
The Note
The Note has an original
principal amount of $25,030,000 and was issued for a purchase price of $25,000,000. The additional $30,000 included in the principal amount
represents the Investor’s transaction expenses. The Note is unsecured, bears interest at a rate of 8% per annum and matures thirty
(30) months after the purchase price of the Note is delivered by the Investor to the Company.
The Investor may convert
all or any portion of the outstanding balance of the Note into Common Shares at a fixed conversion price of $1.55 per share, subject to
adjustment in accordance with the terms of the Note. In addition, during the period beginning September 1, 2026 and ending December 31,
2026, following the occurrence of a Limited Redemption Event (as defined in the Note), the Investor may convert a portion of the outstanding
balance of the Note at the Market Price (as defined below), subject to the Maximum Limited Conversion Amount (as defined in the Note).
Beginning January 1, 2027, the Investor may convert all or any portion of the outstanding balance of the Note at a conversion price
equal to 92% of the lowest daily volume-weighted average price of the Common Shares during the seven (7) Trading Days immediately
preceding the applicable conversion date (the “Market Price”), without regard to the Maximum Limited Conversion Amount. If
the outstanding balance of the Note is at least $15,000,000 on October 1, 2026, the Investor’s right to convert all or any
portion of the outstanding balance of the Note at the Market Price will commence on October 1, 2026 rather than January 1, 2027.
Each amount converted under the Note includes make-whole interest calculated as if the amount being converted had remained outstanding
through the maturity date.
Upon ten (10) Trading
Days’ prior written notice, the Company may prepay all or any portion of the outstanding balance of the Note, other than any portion
for which the Investor has delivered a conversion notice and the applicable Conversion Shares have not yet been delivered. During the
period beginning on the Effective Date and ending on the date that is ninety (90) days thereafter, the applicable prepayment amount is
equal to 110% of the portion of the outstanding balance being prepaid. On or after the ninety-first (91st) day following the Effective
Date, the applicable prepayment amount is equal to 120% of the portion of the outstanding balance being prepaid. The Company may not prepay
the Note during the first ninety (90) days following the Effective Date unless the Company has obtained the Approval (as defined below).
At any time during the
12-month period following the Closing Date, the Investor has the right, but not the obligation, to invest up to an additional $25,000,000
through the purchase of one or more Additional Notes from time to time, on the same terms and conditions as the Note (the “Reinvestment
Right”). Each Additional Note will have a new thirty (30)-month maturity date, although the dates of September 1, 2026, October 1,
2026, December 31, 2026 and January 1, 2027 set forth in the Note will remain fixed and will not be extended. Upon each exercise
of the Reinvestment Right, the Company will issue Additional Pre-Delivery Shares such that the total number of Pre-Delivery Shares issued
to the Investor equals 4.99% of the Company’s issued and outstanding Common Shares as of the applicable date. The Company has also
agreed to register the Common Shares issuable pursuant to the Additional Notes and the Additional Pre-Delivery Shares on a shelf registration
statement on Form S-3. Beginning six (6) months after the Company obtains the Approval, the Company may terminate the Reinvestment
Right upon ten (10) Trading Days’ prior written notice, subject to the Investor’s right to exercise the Reinvestment
Right during such notice period.
The Note and any Additional
Notes are subject to a beneficial ownership limitation that prohibits any conversion to the extent that, after giving effect to the conversion,
the Investor and its affiliates would beneficially own more than 9.99% of the Company’s outstanding Common Shares. In addition,
the cumulative number of Common Shares issued to the Investor pursuant to conversions of the Note, conversions in connection with the
Reinvestment Right and issuances of Pre-Delivery Shares may not exceed the limitations imposed by Nasdaq Listing Rule 5635(d) (the
“Exchange Cap”) unless and until the Company obtains stockholder approval for issuances in excess of the Exchange Cap (the
“Approval”) or the Exchange Cap is otherwise inapplicable. The Company has agreed to seek the Approval within ninety (90)
days after the Closing Date and, if the Approval is not obtained at the Company’s next stockholder meeting, to continue seeking
the Approval every ninety (90) days thereafter until it is obtained.
Voting Agreement
In connection with the
transactions contemplated by the Purchase Agreement, on August 18, 2026, the Investor and certain stockholders of the Company (each,
a “Major Stockholder” and collectively, the “Major Stockholders”) entered into a voting agreement (the “Voting
Agreement”). Pursuant to the Voting Agreement, each Major Stockholder agreed to vote all Common Shares and any shares of the Company’s
preferred stock now or hereafter held by such Major Stockholder in favor of the Approval, the issuance of Common Shares to the Investor
in excess of the Exchange Cap, and the approval of the Transaction Documents and the transactions contemplated thereby, in each instance
in which the Approval is sought. Each Major Stockholder also granted to the Investor an irrevocable proxy, coupled with an interest, to
vote all Common Shares and shares of the Company’s preferred stock held by such Major Stockholder in favor of the Approval if such
Major Stockholder fails to vote as required under the Voting Agreement. In the event any Major Stockholder fails to comply with any term
or provision of the Voting Agreement, the Investor will be entitled to liquidated damages in the amount of $25,000,000, representing the
purchase price for the Note.
The foregoing descriptions
of the Purchase Agreement, the Note and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, copies of which are filed as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on
Form 8-K (this “Form 8-K”) and are incorporated herein by reference. The legal opinion, including the related consent,
of Sullivan & Worcester LLP relating to the issuance of the Note, the Additional Notes, the Conversion Shares, the Pre-Delivery
Shares and the Additional Pre-Delivery Shares is filed as Exhibit 5.1 to this Form 8-K.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained
in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated August 18, 2026 |
| 5.1 |
|
Opinion of Sullivan & Worcester LLP |
| 10.1 |
|
Securities Purchase Agreement, dated August 18, 2026 |
| 10.2 |
|
Voting Agreement, dated August 18, 2026 |
| 23.1 |
|
Consent of Sullivan & Worcester LLP (included in Exhibit 5.1) |
| 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: August 19, 2026 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
