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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): October 28, 2025
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.) |
|
15268 NW Greenbrier Pkwy,
Beaverton, OR |
|
97006 |
| (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 1.02 Termination
of a Material Definitive Agreement.
As previously disclosed,
on July 13, 2025, Datavault AI Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the
“Purchase Agreement”), by and among the Company, API Media Innovations Inc., a New Jersey corporation (“API Media”)
and David Reese and Frank Tomaino (Mr. Tomaino together with Mr. Reese, the “Sellers” and each a “Seller”), pursuant
to which, the Company agreed to purchase from the Sellers all of the issued and outstanding shares of capital stock of API Media upon
the terms and subject to the conditions set forth in the Purchase Agreement.
On October 28, 2025,
the Company, API and the Sellers executed a mutual written consent to terminate the Purchase Agreement, effective immediately. The termination
of the Purchase Agreement did not cause the Company to incur any material early termination penalties.
The foregoing summary of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as an exhibit to
the Company’s Current Report on Form 8-K filed on July 17, 2025, and is incorporated by reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 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: November 3, 2025 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
