Datavault AI (DVLT) terminates API Media purchase; no penalties

Datavault AI Inc. terminated its Stock Purchase Agreement to acquire API Media Innovations Inc. The parties executed a mutual written consent on October 28, 2025, making the termination effective immediately.

Rhea-AI Filing Summary

Datavault AI Inc. terminated its Stock Purchase Agreement to acquire API Media Innovations Inc. The parties executed a mutual written consent on October 28, 2025, making the termination effective immediately.

The company reports that the termination did not result in any material early termination penalties. The original agreement, dated July 13, 2025, contemplated Datavault AI purchasing all outstanding shares of API Media from the sellers.

Insights

M&A and Corporate Actions Analyst

Deal terminated with no material penalties; neutral impact.

Datavault AI and the sellers mutually ended the agreement to acquire API Media, effective October 28, 2025. The filing specifies there were no material early termination penalties, indicating no immediate cash outflow tied to termination costs.

Without termination fees, balance sheet effects are limited to the absence of the contemplated purchase. Actual business impact depends on how significant API Media was to the company’s strategy, which isn’t detailed in the excerpt.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Datavault AI (DVLT) announce in its 8-K?

Datavault AI disclosed a mutual termination of its Stock Purchase Agreement to acquire API Media, effective October 28, 2025.

Were there penalties from ending the API Media deal for DVLT?

The company stated there were no material early termination penalties.

What transaction was terminated by DVLT?

A Stock Purchase Agreement dated July 13, 2025 to acquire all outstanding shares of API Media Innovations Inc..

When did the termination of the API Media agreement take effect?

The termination became effective October 28, 2025.

What is Datavault AI’s trading symbol and exchange?

Datavault AI trades as DVLT on The Nasdaq Capital Market.

Who were the sellers in the API Media agreement?

The sellers were David Reese and Frank Tomaino.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/03/2025 - 05:00 PM Learn about SEC filing dates

false 0001682149 0001682149 2025-10-28 2025-10-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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