STOCK TITAN

Datavault AI (Nasdaq: DVLT) backs $833,333 bridge loan for NYIAX deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datavault AI Inc. entered into a Guarantee Bridge Loan Agreement dated July 17, 2026, in connection with its planned merger with NYIAX, Inc. Abri Capital LTD will provide NYIAX with a short-term bridge loan facility of up to $833,333, and Datavault AI acts as guarantor.

The commitment carries a 10% original issue discount on each advance and bears 13% annual interest, increasing to 18% annually on amounts due if the guarantor fails to pay or perform or upon an Event of Default. Proceeds are designated for merger-related transaction expenses, legal and regulatory costs, employee obligations, and working capital required to complete the merger.

The outstanding principal and accrued interest are due by September 11, 2026, but the entire balance, including all accrued interest, becomes immediately due and payable upon closing of the merger and must be fully repaid within three days after closing. The agreement includes customary conditions to funding, representations, warranties, covenants, indemnities, and events of default, and creates a guaranteed financial obligation for Datavault AI related to financing the NYIAX transaction.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 17 agreement establishes a conditional borrowing facility, not evidence that the full $833,333 has been advanced: funding depends on stated conditions and occurs through draws, while Datavault guarantees amounts actually borrowed.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bridge loan commitment $833,333 Aggregate principal amount of the short-term bridge loan facility
Original issue discount 10% Discount applied to the principal amount of each advance under the facility
Interest rate 13% per year Annual interest rate on the bridge loan under normal conditions
Default interest rate 18% per year Annual interest rate on amounts due upon failure to pay or an Event of Default
Maturity date September 11, 2026 Date by which outstanding principal and full interest on the loan are due
Repayment after merger closing 3 days Timeframe to fully repay the loan after closing of the NYIAX merger
bridge loan facility financial
"the Lender will provide the Borrower with a short-term bridge loan facility"
A bridge loan facility is short-term financing that helps a company cover an immediate cash need while it arranges longer-term funding, like a temporary bridge spanning a river until a permanent road is built. For investors, it matters because it signals short-term liquidity pressure or planned transactions, can carry higher interest or fees, and may affect future equity or debt terms if the company must refinance, dilute shares, or accept tighter covenants.
original issue discount financial
"the Commitment shall be subject to an original issue discount of 10% of the principal"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Event of Default financial
"upon failure by the Guarantor to pay or perform or the occurrence of an Event of Default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Guarantee Bridge Loan Agreement financial
"entered into a Guarantee Bridge Loan Agreement among the Company, the Lender, and the Borrower"
off-balance sheet arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

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

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FAQ

What bridge loan facility did Datavault AI (DVLT) guarantee for the NYIAX merger?

Datavault AI guaranteed a short-term bridge loan facility of up to $833,333 for NYIAX, Inc. The loan supports merger-related expenses, including transaction costs, legal and regulatory fees, employee obligations, and working capital required to complete the merger between the two companies.

What interest rates apply to the Datavault AI (DVLT) guaranteed bridge loan?

The bridge loan bears 13% interest per year under normal conditions. If Datavault AI fails to pay or perform, or upon an Event of Default, all amounts then due accrue interest at an increased rate of 18% per year until paid.

When must the Datavault AI (DVLT) guaranteed bridge loan be repaid?

Outstanding principal and full interest are due by September 11, 2026. If the NYIAX merger closes earlier, the entire balance, including accrued but unpaid interest, becomes immediately due and must be fully repaid within three days after the merger closing.

How will proceeds of the Datavault AI (DVLT) bridge loan facility be used?

Proceeds from the up to $833,333 bridge loan facility will fund transaction-related expenses, legal fees, regulatory costs, employee obligations, and working capital needs that are necessary to complete the planned merger between Datavault AI Inc. and NYIAX, Inc.

What obligations does Datavault AI (DVLT) take on under the Guarantee Bridge Loan Agreement?

Datavault AI acts as guarantor of the NYIAX bridge loan, creating a guaranteed financial obligation tied to the facility. The agreement includes customary representations, warranties, covenants, indemnification provisions, and events of default affecting the company’s obligations.

What are the key structural features of the Datavault AI (DVLT) bridge loan facility?

The facility allows multiple draws up to $833,333 on a dollar-for-dollar basis and applies a 10% original issue discount on each advance. It is designed as a short-term bridge to cover costs required to close the NYIAX merger.
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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): July 17, 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, 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 Stock Market LLC

 

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.

 

As previously disclosed, on March 19, 2026, Datavault AI Inc., (the “Company”), DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and NYIAX, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated March 18, 2026 (the “Merger”).

 

On July 17, 2026, the Company, as “Guarantor”, entered into a Guarantee Bridge Loan Agreement (the “Bridge Loan Agreement”), among the Company, Abri Capital LTD. (the “Lender”), and NYIAX, Inc. (the “Borrower”), pursuant to which the Lender will provide the Borrower with a short-term bridge loan facility (the “Facility”) in an aggregate principal amount of up to $833,333 (the “Commitment”) to be advanced in one or more draws on a dollar-for-dollar basis. As consideration for the Facility, the Commitment shall be subject to an original issue discount of 10% of the principal amount of each advance. The Loan will have an interest rate of 13% per year. Upon failure by the Guarantor to pay or perform or the occurrence of an Event of Default (as defined in the Bridge Loan Agreement), interest will accrue on all amounts then due and unpaid at a rate of 18% per year. The proceeds of the Facility will be used for transaction-related expenses, legal fees, regulatory costs, employee obligations and working capital requirements necessary to complete the Merger. The outstanding principal amount of the Loan with the full interest is due by September 11, 2026. The entire outstanding balance of the Loan, including all principal, accrued but unpaid interest, will become immediately due and payable upon the closing of the Merger, to be fully repaid within three days after the closing of the Merger.

 

Funding under the Bridge Loan Agreement is subject to the satisfaction of conditions that are customary for transactions of this type.

 

The Bridge Loan Agreement contains customary representations and warranties, agreements of the Company, the Lender, and the Borrower, and customary indemnification rights and obligations of the parties. The Bridge Loan Agreement provides for customary events of default, including, among others, payment defaults, breach of covenants, and bankruptcy-related events.

 

The foregoing summary of the Bridge Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such documents attached as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The description of the Bridge Loan Agreement set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed or furnished herewith:

 

Exhibit Number   Description
10.1   Guaranteed Bridge Loan Agreement, dated as of July 17, 2026.
104   Cover Page Interactive Data File (embodied 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: July 22, 2026 DATAVAULT AI INC.
     
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer

 

 

Filing Exhibits & Attachments

4 documents