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:
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).
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. ¨
The information under Item 7.01 of this Current Report on Form 8-K
is incorporated by reference in this Item 2.02.
On May 15, 2026, Datavault AI Inc. (“Datavault”)
issued a press release announcing the results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Items 2.02 and 7.01 of this
Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference into any filing by Datavault, under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
(d) Exhibits.
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.
Exhibit 99.1
Datavault AI Provides Q1 2026 Business Update
Highlighting Tokenization Adoption and Infrastructure Progress
More than $800 million in tokenization contracts
signed; generating nearly $100 million in fees expected to be recognized in 2026
First Quarter 2026 Business Highlights
| · | Datavault AI reiterates $200 million revenue target for full-year 2026 |
| · | Q1-2026 revenue increased 443% YoY vs Q1-2025 |
| · | CLARITY Act anticipated to provide tailwind to planned H2 2026 exchange launch of IDE, SiX, NYIAX and
IEE |
| · | Balance sheet strengthened following $60 million registered offering of common stock, bringing working
capital up to approximately $140 million |
| · | Secured additional $120 million in non-dilutive funding to accelerate the nationwide rollout of the SanQtum
AI infrastructure platform |
| · | Expanded intellectual property ("IP") portfolio through newly issued patents and notices of
allowance |
Management to host a live investor
webcast this morning at 8:30 a.m. ET
PHILADELPHIA, PA / May 15, 2026 / Datavault
AI Inc. ("Datavault AI" or the "Company") (NASDAQ: DVLT), a provider of data monetization, credentialing, digital
engagement, and real-world asset ("RWA") tokenization technologies, today reported results for the quarter ended March 31,
2026.
“We entered 2026 with strong momentum and
are executing aggressively on our strategic plan,” said Nathaniel Bradley, Chief Executive Officer of Datavault AI. “Our signing
of approximately $750 million in tokenization contracts during the first quarter validates the growing institutional demand for a secure,
AI-enabled RWA monetization platform. Over the past several months, we have continued advancing our vision of transforming data into a
monetizable asset class while simultaneously building the secure AI infrastructure required to support that future. We are not simply
participating in the evolution of AI and tokenized economies; we are building the asset-agnostic foundational platform designed to power
them.”
2026 Strategic Highlights and Accomplishments
So far in 2026, Datavault AI has expanded its
quantum-ready distributed graphics processing unit (“GPU”) edge network, advanced its tokenization platform, strengthened
its IP portfolio, entered new vertical markets, and has substantially strengthened its balance sheet.
Subsequent to the contracts signed during the
first quarter of 2026, Datavault AI entered into an agreement in April 2026 for a strategic transaction that will combine a Datavault
AI equity investment in King Mining Capital, a Datavault AI stock-funded purchase of 20,000 ounces of physical gold bullion, and the launch
of a $150 million-plus GoldVault™ tokenization program backed by King Mining Capital’s high-grade gold resources. "The
planned relaunch of IDE, IEE, and NYIAX later this summer with upgraded AI features, including CLEAR, watsonx.ai, and Fiserv integrations,
will further drive value creation for our partners and stakeholders, and these contracts reinforce our confidence in our full-year 2026
revenue target of at least $200 million." Mr. Bradley continued.
Additionally,
in May 2026, Datavault AI entered into a binding letter of intent to acquire CyberCatch Holdings, Inc. (“CyberCatch”)
in an all-stock transaction designed to integrate AI-enabled cyber risk mitigation and quantum-resistant security capabilities directly
into Datavault AI’s SanQtum-secured edge ecosystem.
“We anticipate that integration of CyberCatch
with our SanQtum platform will significantly strengthen our position as a secure infrastructure provider for the emerging tokenized economy,”
Mr. Bradley added. “As policymakers move toward establishing clearer regulatory frameworks for digital assets and tokenization
through legislation such as the CLARITY Act, Datavault AI is already building ahead of that curve. By integrating AI-driven cyber risk
mitigation, continuous compliance, and quantum-resilient security into our platform today, we are positioning the Company to meet the
enterprise and institutional demands of tomorrow’s regulated digital asset markets.”
As
part of its infrastructure geographic expansion strategy, Datavault AI launched its first quantum-ready distributed GPU
edge network sites in New York and Philadelphia through its partnership with Available Infrastructure entered into in April 2026.
The platform combines ultra-low latency AI processing, quantum-resilient cybersecurity, self-healing mesh architecture, and zero-trust
execution environments intended for enterprise, government, media, and critical infrastructure applications. The Company’s quantum-ready
distributed GPU edge network is expected to scale to more than 100 U.S. cities by the end of 2026 and support a planned fleet of approximately
48,000 GPUs. To accelerate this deployment, Datavault AI executed a binding term sheet for a proposed $120 million cash contribution
and revenue participation agreement with Scilex Holding Company. “This funding commitment validates the long-term strategic vision
behind SanQtum and positions Datavault AI to become a foundational infrastructure provider for the emerging data economy,” said
Brett Moyer, Datavault AI’s Chairman and Chief Financial Officer. “The cash contribution will be used to fully fund the deployment
of our quantum-ready GPU infrastructure across an estimated 100 cities in the United States, delivering unprecedented AI, high-performance
computing, tokenized RWA processing, and secure government and enterprise services nationwide.”
Also,
in May 2026, the Company announced the pricing and closing of a $60 million registered direct offering intended to
support the deployment of the Company’s quantum-ready GPU edge network, including build-out and equipment, as well as working capital
and general corporate purposes. “We are pleased with the strong support demonstrated by institutional investors,” said Mr. Moyer.
“This financing strengthens our balance sheet and provides additional flexibility as we continue executing on strategic capital
allocation that includes acquisitions. We believe the combination of our patented technologies, growing enterprise relationships, nationwide
GPU deployment strategy, and expanding IP portfolio growth positions us to become a foundational infrastructure provider in the digital
asset space.”
Q1-2026 Consolidated Results
Revenue for the three months ended March 31,
2026 was $3.4 million, an increase of $2.8 million or 443% compared to the revenue for the three months ended March 31, 2025 of $0.6
million. The increase was a result of the acquisition of CompuSystems Inc. (“CSI”).
Gross profit for the three months ended March 31,
2026 was $0.1 million compared to a gross profit of $0.1 million for the three months ended March 31, 2025. The gross profit as a
percentage of sales was 3% for the three months ended March 31, 2026, compared to the gross profit of 11% for the three months ended
March 31, 2025. The decrease in gross profit as a percentage of sales is due to the inclusion of lower-margin revenue as a result
of the acquisition of CSI.
Research and development expenses for the three
months ended March 31, 2026 were $5.7 million, an increase of $3.3 million compared to the research and development expenses for
the three months ended March 31, 2025 of $2.4 million. The increase in research and development expenses was primarily driven by
IBM watsonx.ai and SanQtum AI subscription licenses of $3.1 million and higher legal expenses of $0.3 million.
Sales and marketing expenses for the three months
ended March 31, 2026 were $6.6 million, an increase of $5.1 million compared to the sales and marketing expenses for the three months
ended March 31, 2025 of $1.5 million. The increase in sales and marketing expenses is primarily related to an increase in headcount
resulting in increased salaries and wages, benefits and stock-based compensation of $1.5 million, an increase in advertising and sponsorship
projects of $2.8 million and consulting expenses of $0.4 million.
General and administrative expenses for the three
months ended March 31, 2026 were $18.7 million, an increase of $13.1 million compared to general and administrative expenses for
the three months ended March 31, 2025 of $5.6 million. The increase in general and administrative expenses is primarily driven by
higher headcount, resulting in additional salaries, wages, commissions, benefits, and stock-based compensation of $4.4 million; consulting
and legal expenses of $1.6 million and $2.5 million respectively; higher amortization of intangible assets of $0.8 million related to
the CSI acquisition closed on May 20, 2025, the IP acquisitions from Turner Global Media LLC and Web Access LLC closed in July 2025,
the IP acquisition closed in January, 2026 and the API acquisition closed in January, 2026. The increase also reflects higher acquisition-related
expenses and investor relations costs of $0.6 million each.
2026 Outlook
Datavault AI reiterates its previously announced
full-year 2026 revenue target of at least $200 million, representing projected growth of approximately 400% year over year.
“During the first quarter of 2026 and over
the last several weeks, we have executed on multiple transformational initiatives that further position Datavault AI at the intersection
of AI infrastructure and tokenized digital asset markets,” Mr. Bradley concluded. “From expanding the footprint of our
quantum-ready GPU edge network and strengthening our institutional capital base to advancing strategic cybersecurity, we believe these
developments significantly enhance our long-term growth profile and reinforce our vision of building the infrastructure layer for the
emerging multi-trillion-dollar data asset economy.”
Today’s Datavault First Quarter 2026
Webcast Conference Call
CEO Nathaniel Bradley and CFO Brett Moyer will
host an investor conference call, webcast and Q&A today, at 8:30 a.m. ET May 15, 2026, to discuss the Company’s
results and answer investor questions.
Conference Call and Webcast Information
| · | Date: Friday, May 15, 2026, at 8:30 a.m. ET |
| · | Webcast
Access: Click Here |
| · | Participant Dial-in (US): 1-877-709-8150 |
| · | Participant
Dial-in (International): 1-201-689-8354 -- or Click HERE for participant
International Toll-Free access numbers |
| · | A
replay of the webcast will be made available later in the day in the Investors/Presentations
section of the Datavault AI website: Click Here |
About Datavault AI Inc.
Datavault AITM (NASDAQ: DVLT) is leading
the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0 environment. The Company’s cloud-based
platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions.
Datavault AI’s Acoustic Sciences division
features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational
spatial and multichannel wireless, high-definition sound transmission technologies with intellectual property covering audio timing, synchronization,
and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance computing to
provide solutions for experiential data perception, valuation, and secure monetization.
Datavault AI’s platform serves multiple
industries, including high-performance computing software licensing for sports & entertainment, events & venues, biotech,
education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables Digital Twins
and the licensing of name, image, and likeness by securely attaching physical real-world objects to immutable metadata, fostering responsible
AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based automation, third-party
integration, detailed analytics and data, marketing automation, and advertising monitoring.
The Company is headquartered in Philadelphia,
PA. Learn more about Datavault AI at https://dvlt.ai
Forward-Looking Statements
This press release contains "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about
Datavault AI Inc. ("Datavault AI," the "Company," "us," "our," or "we") and our industry
that involve risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words, such as "may,"
"might," "will," "shall," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential," "goal," "objective," "seeks," "likely" or "continue"
or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The
absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements, including, but not limited
to, statements regarding future events, the Company’s revenue target for full-year 2026, the expected operational, technical and
commercial outcomes of the Company's commercial strategy, the potential for Datavault AI to successfully deploy its technologies and gain
market share in such markets, the potential for Datavault AI to anticipate market trends, exploit business opportunities and create value
for customers, and the projected direction and market impacts of regulatory changes with respect to digital assets, are necessarily based
upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Readers
are cautioned not to place undue reliance on these and other forward-looking statements contained herein.
Actual results may differ materially from those
indicated by these forward-looking statements as a result of various risks and uncertainties including, but not limited to, the following:
the risk that the Company will not achieve its full year 2026 revenue target, risks related to our ability to deploy our technologies
and gain market share in our target markets; the risk that Datavault AI will incorrectly anticipate market trends and/or fail to successfully
exploit business opportunities; the risk that regulatory changes with respect to digital assets may negatively impact the markets in which
Datavault AI operates, or fail to drive revenue growth to anticipated levels; changes in market demand for Datavault AI's services and
products; changes in economic, market, or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized
assets; risks associated with technological development and integration; and other risks and uncertainties as more fully described in
Datavault AI's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other
filings that Datavault AI makes from time to time with the SEC, which are available on the SEC's website at www.sec.gov, and could cause
actual results to vary from expectations.
The forward-looking statements made in this press
release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to update any forward-looking
statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information
or the occurrence of unanticipated events, except as required by law. Datavault AI may not actually achieve the plans, intentions or expectations
disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. Datavault AI's
forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments
it may make.
Non-GAAP Financial Measures
To evaluate the performance of our business, we
rely on both our results of operations recorded in accordance with generally accepted accounting principles in the United States ("GAAP")
and certain non-GAAP financial measures, including EBITDA, and Adjusted EBITDA. These measures, as defined below, are not defined or calculated
under principles, standards or rules that comprise GAAP. Accordingly, the non-GAAP financial measures we use and refer to should
not be viewed as a substitute for performance measures derived in accordance with GAAP or as a substitute for a measure of liquidity.
Our definitions of EBITDA and Adjusted EBITDA described below are specific to our business and you should not assume that they are comparable
to similarly titled financial measures of other companies.
We define EBITDA as net income (loss) before depreciation,
amortization, interest expense, net, and income tax provision.
We define Adjusted EBITDA, as adjusted for stock-based
compensation, change in fair value of warrant liabilities, change in fair value of crypto currency, and extinguishment of debt.
When used in conjunction with GAAP financial measures,
we believe that EBITDA and Adjusted EBITDA are useful supplemental measures of operating performance and liquidity because these measures
facilitate comparisons of historical performance by excluding non-cash items such as equity-based compensation and other amounts not directly
attributable to our primary operations. Adjusted EBITDA is also a key metric used internally by our management to evaluate performance
and develop internal budgets and forecasts. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered
in isolation or as a substitute for analyzing our results as reported under GAAP and may not provide a complete understanding of our operating
results as a whole. Some of these limitations are (i) they do not reflect changes in, or cash requirements for, our working capital
needs, (ii) they do not reflect our interest expense or the cash requirements necessary to service interest or principal payments
on our debt, (iii) they do not reflect our tax expense or the cash requirements to pay our taxes, (iv) they do not reflect historical
capital expenditures or future requirements for capital expenditures or contractual commitments, (v) although equity-based compensation
expenses are non-cash charges, we rely on equity compensation to compensate and incentivize employees, directors and certain consultants,
and we may continue to do so in the future and (vi) although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect any cash requirements
for such replacements.
Investor Contact
Edward Barger
VP, Investor Relations
ebarger@dvlt.ai
Media Contact
Alan Wallace
marketing@dvlt.ai
DATAVAULT AI INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2026 and December 31, 2025
(in thousands, except share and per share data)
| | |
March 31, 2026 | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,205 | | |
$ | 2,004 | |
| Accounts receivable | |
| 1,066 | | |
| 888 | |
| Related party receivable | |
| 29,500 | | |
| 30,000 | |
| Unbilled accounts receivable | |
| 1,304 | | |
| 1,705 | |
| Inventories | |
| 717 | | |
| 636 | |
| Note receivable | |
| 500 | | |
| — | |
| Crypto assets | |
| 57,111 | | |
| 92,222 | |
| Deferred offering costs | |
| 745 | | |
| 5,500 | |
| Prepaid software license, current | |
| 8,368 | | |
| 7,759 | |
| Prepaid expenses and other current assets | |
| 4,752 | | |
| 2,159 | |
| Total current assets | |
| 106,268 | | |
| 142,873 | |
| Property and equipment, net | |
| 1,199 | | |
| 606 | |
| Intangible assets | |
| 102,618 | | |
| 94,816 | |
| Goodwill | |
| 27,285 | | |
| 19,135 | |
| Prepaid software license, noncurrent | |
| 6,058 | | |
| 6,956 | |
| Investments in non-marketable securities | |
| 1,766 | | |
| 4,300 | |
| Deposit for business combination | |
| — | | |
| 1,000 | |
| Other assets | |
| 4,919 | | |
| 5,018 | |
| Total assets | |
$ | 250,113 | | |
$ | 274,704 | |
| | |
| | | |
| | |
| Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,051 | | |
$ | 10,832 | |
| Accrued liabilities | |
| 12,053 | | |
| 11,002 | |
| Due to related party | |
| 760 | | |
| 98 | |
| Short-term convertible note payable, related party | |
| — | | |
| 3,936 | |
| Short-term promissory notes | |
| 3,160 | | |
| 1,013 | |
| Total current liabilities | |
| 23,024 | | |
| 26,881 | |
| Convertible notes | |
| 3,380 | | |
| 5,917 | |
| Warrant liabilities | |
| 9 | | |
| 9 | |
| Other liabilities | |
| 3,672 | | |
| 3,923 | |
| Total liabilities | |
| 30,085 | | |
| 36,730 | |
| | |
| | | |
| | |
| Common stock, par value $0.0001; 2,000,000,000 shares authorized; 617,813,176 and 573,438,153 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 63 | | |
| 59 | |
| Additional paid-in capital | |
| 650,541 | | |
| 615,360 | |
| Accumulated deficit | |
| (430,576 | ) | |
| (377,445 | ) |
| Total stockholders’ equity | |
| 220,028 | | |
| 237,974 | |
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity | |
$ | 250,113 | | |
$ | 274,704 | |
DATAVAULT AI INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the quarters ended March 31, 2026
and 2025
(in thousands, except share and per share data)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Patent license and tokenization revenue | |
$ | — | | |
$ | — | |
| Live event production revenue | |
| 2,499 | | |
| — | |
| Consumer audio products, components, and other revenue, net | |
| 917 | | |
| 629 | |
| Total net revenue | |
| 3,416 | | |
| 629 | |
| | |
| | | |
| | |
| Cost of revenue, patent license and tokenization | |
| — | | |
| — | |
| Cost of revenue, live events | |
| 2,795 | | |
| — | |
| Cost of revenue, consumer audio products, components, and other | |
| 510 | | |
| 560 | |
| Total cost of net revenue | |
| 3,305 | | |
| 560 | |
| Gross profit | |
| 111 | | |
| 69 | |
| | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | |
| Research and development | |
| 5,729 | | |
| 2,361 | |
| Sales and marketing | |
| 6,636 | | |
| 1,495 | |
| General and administrative | |
| 18,696 | | |
| 5,644 | |
| Total operating expenses | |
| 31,061 | | |
| 9,500 | |
| Income (loss) from operations | |
| (30,950 | ) | |
| (9,431 | ) |
| | |
| | | |
| | |
| Interest expense, net | |
| (1,121 | ) | |
| (120 | ) |
| Change in fair value of warrant liabilities | |
| — | | |
| 17 | |
| Extinguishment of debt | |
| (1,725 | ) | |
| — | |
| Impairment of investment in nonmarketable security | |
| (2,534 | ) | |
| — | |
| Other expense, net | |
| (16,801 | ) | |
| (29 | ) |
| Loss before provision for income taxes | |
| (53,131 | ) | |
| (9,563 | ) |
| Provision for income taxes | |
| — | | |
| — | |
| Net loss attributable to common stockholders | |
$ | (53,131 | ) | |
$ | (9,563 | ) |
| Net loss per common share - basic and diluted | |
$ | (0.09 | ) | |
$ | (0.18 | ) |
| Weighted average number of common shares used in computing net loss per common share | |
| 574,220,923 | | |
| 53,681,828 | |
Note: Share and per share amounts have been retroactively
adjusted to reflect the impact of a 1-for-150 reverse stock split effected in April 2024.
DATAVAULT AI INC. CONSOLIDATED STATEMENTS OF CASH
FLOWS
For the quarters ended March 31, 2026
and 2025 (in thousands, except share and per share data)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (53,131 | ) | |
$ | (9,563 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Stock-based compensation | |
| 5,234 | | |
| 648 | |
| Depreciation and amortization | |
| 3,161 | | |
| 2,321 | |
| Amortization of debt discounts and paid-in-kind interest | |
| 902 | | |
| 120 | |
| Fair value of equity warrants in interest expense | |
| — | | |
| (17 | ) |
| Change in fair value of crypto currency | |
| 16,133 | | |
| — | |
| Loss on sale of bitcoin | |
| 822 | | |
| — | |
| Debt extinguishment | |
| 1,725 | | |
| — | |
| Impairment of nonmarketable security | |
| 2,534 | | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 220 | | |
| 69 | |
| Related party receivable | |
| 500 | | |
| — | |
| Unbilled accounts receivable | |
| 401 | | |
| — | |
| Inventories | |
| -81 | | |
| 276 | |
| Prepaid expenses and other current assets | |
| (2,554 | ) | |
| 359 | |
| Prepaid software | |
| 289 | | |
| — | |
| Other assets | |
| 99 | | |
| 54 | |
| Accounts payable | |
| (4,339 | ) | |
| (291 | ) |
| Due to related party | |
| 18,818 | | |
| — | |
| Accrued liabilities | |
| 780 | | |
| 30 | |
| Other liabilities | |
| (240 | ) | |
| (30 | ) |
| Net cash used in operating activities | |
| (8,727 | ) | |
| (6,024 | ) |
| Cash flows from investing activities: | |
| | | |
| | |
| Issuance of note receivable | |
| (500 | ) | |
| — | |
| Deposit for business combination | |
| — | | |
| (1,000 | ) |
| Cash paid for acquisition of API Media, net | |
| (12,949 | ) | |
| — | |
| Purchases of property and equipment | |
| (264 | ) | |
| (52 | ) |
| Disposals of property and equipment | |
| (171 | ) | |
| — | |
| Net cash used in investing activities | |
| (13,884 | ) | |
| (1,052 | ) |
| Cash flows from financing activities: | |
| | | |
| | |
| Repayments on notes payable | |
| (6,963 | ) | |
| (406 | ) |
| Proceeds from issuing shares through an At-The-Market (ATM) program | |
| 29,985 | | |
| 4,945 | |
| Equity issuance costs | |
| (210 | ) | |
| — | |
| Repurchase of common stock warrants | |
| — | | |
| (622 | ) |
| Net cash provided by financing activities | |
| 22,812 | | |
| 3,917 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
| 201 | | |
| (3,159 | ) |
| Cash and cash equivalents as of beginning of period | |
| 2,004 | | |
| 3,330 | |
| Cash and cash equivalents as of end of period | |
$ | 2,205 | | |
$ | 171 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information | |
| | | |
| | |
| Cash paid for interest | |
| 278 | | |
| 62 | |
| Cash paid for income taxes | |
| — | | |
| — | |
| | |
| | | |
| | |
| Noncash Investing and Financing Activities: | |
| | | |
| | |
| Capitalized acquisition costs | |
| — | | |
| 117 | |
| Unpaid financing issuance costs | |
| — | | |
| 86 | |
| Unpaid deferred offering costs | |
| 469 | | |
| 117 | |
| Settlement of Related Party Payable with Bitcoin | |
| 18,156 | | |
| — | |
| Intangible assets acquired with issuance of common stock | |
| 5,400 | | |
| — | |
| Reclass liability warrant to equity | |
| — | | |
| 15 | |
A reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA is set forth below:
GAAP to Non-GAAP Reconciliations
(In thousands)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Non-GAAP Adjusted EBITDA Reconciliation: | |
| | | |
| | |
| Net loss | |
$ | (53,130 | ) | |
$ | (9,563 | ) |
| Depreciation | |
$ | 73 | | |
$ | 12 | |
| Amortization | |
$ | 3,088 | | |
$ | 2,309 | |
| Interest expense, net | |
$ | 1,121 | | |
$ | 120 | |
| Income tax provision | |
$ | 0 | | |
$ | 0 | |
| EBITDA | |
$ | (48,848 | ) | |
$ | (7,122 | ) |
| Stock-based compensation | |
$ | 5,232 | | |
$ | 648 | |
| Change in fair value of warrant liabilities | |
$ | 0 | | |
$ | (17 | ) |
| Change in fair value of crypto currency | |
$ | 16,133 | | |
$ | 0 | |
| Extinguishment of debt | |
$ | 1,725 | | |
$ | 0 | |
| Adjusted EBITDA | |
$ | (25,758 | ) | |
$ | (6,491 | ) |
