false
0001682149
0001682149
2026-10-01
2026-10-01
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 1, 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,
Pennsylvania 19103 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone
number, including area code: (408) 627-4716
N/A
(Former name
or former address, if changed since 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:
| ¨ |
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Advisory Arrangements for Resigning Non-Employee
Directors
On October 1, 2026, the board of directors
(the “Board”) of Datavault AI Inc. (the “Company”) approved an advisory arrangement and related compensation
(such arrangements and compensation, the “Advisory Arrangements”), for non-employee directors who resign from the Board
in connection with certain strategic and/or change of control and/or other transactions of the Company, as determined by the Board
(any such resigning director, a “Resigning Director” and any such transaction in connection with which such director is
resigning his or her service on the Board, a “Triggering Transaction”). The Board made its determination regarding the
approval of the Advisory Arrangements in consultation with Compensation Venture Group, the Company’s compensation
consultant.
Under the Advisory Arrangements, Resigning Directors
will be entitled to the following:
(i) For any Resigning Director,
regardless of such director’s length of service with the Company, such director’s then outstanding and unvested equity awards
for shares of the Company’s common stock (the “Common Stock”) or other securities shall be fully vested upon the effective
date of such director’s resignation from the Board (such date, the “Resignation Effectiveness Date”); and
(ii) For any Resigning Director
that has served as a member of the Board for at least two years prior to his or her Resignation Effectiveness Date, such director shall
also be entitled to the following:
(a) A one-year advisory
contract (the “Advisory Contract”), the term of which shall commence on the Resignation Effectiveness Date and end on the
one-year anniversary of such date (the “Advisory Term”) and pursuant to which such director shall (1) report to the Chairperson
of the Board or such Chairperson’s designee and make himself or herself available to the Board to provide continuity and support
to the Board in an advisory capacity (such role being referred to herein as an “Advisor”), and (2) receive cash compensation
in the aggregate amount of $72,000 (the “Annual Cash Compensation”), to be paid in equal monthly installments of $6,000 (intended
to represent one year of Board compensation) during the Advisory Term; and
(b) Subject to the
effectiveness of a Form S-8 Registration Statement covering a number of shares of Common Stock sufficient to permit the grant thereof
in compliance with applicable U.S. securities laws, a restricted stock award for 120,000 shares of Common Stock (such award, the “Advisory
Stock Award”) to be made under the Company’s 2018 Long-Term Stock Incentive Plan, as amended (the “2018 Plan”),
which award shall vest in full on the one-year anniversary of such director’s Resignation Effectiveness Date;
provided, however, that if the
Company terminates the Advisor for any reason, other than for cause, prior to the expiration of the Advisory Term, the remaining balance
of the Annual Cash Compensation shall be paid to the Advisor and the Advisory Stock Award shall become fully vested, in each case, immediately
upon such termination.
The foregoing summary of the Advisory Contract
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Advisory Contract, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Resignation of Director
On October 2, 2026, Robert Tobias tendered his
resignation from the Board, effective as of 11:59 p.m. on such date. Mr. Tobias tendered his resignation in connection with the Company’s
acquisition of NYIAX, which the Board determined to be a Triggering Transaction, to allow for the appointment of Christopher Hardt (as
more fully described below) and not as a result of any disagreement with the Company. At the time of such resignation, Mr. Tobias served
as a director for over two years and served as a member of the Compensation Committee of the Board and Chair of the Nominating and Corporate
Governance Committee of the Board (the “NCG Committee”). Mr. Tobias will serve as an Advisor and will be entitled to the compensation
provided for in the Advisory Arrangements described above.
Appointment of Director
As previously announced, on August 19, 2026, the
Company acquired NYIAX, Inc. (“NYIAX”) pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2026 (as
amended, the “Merger Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company,
and NYIAX. Pursuant to the terms of the Merger Agreement, NYIAX had the right to require the Company to take all necessary corporate action
to appoint up to two individuals designated by NYIAX (the “Merger Partner Designees”) to the Board, subject to the review
and approval of the NCG Committee, acting in good faith, and each designee’s satisfaction of all applicable independence and qualification
requirements of the applicable trading market. NYIAX has designated Christopher Hardt as a Merger Partner Designee.
On October 2, 2026, effective as of immediately
following Mr. Tobias’s resignation and upon the recommendation of the NCG Committee, the Board appointed Christopher Hardt to the
Board, to serve until his successor is duly elected and qualified or until he resigns or is removed. The Board has appointed Mr. Hardt
to serve as a member of the Audit Committee of the Board (the “Audit Committee”) and the NCG Committee.
The Board has determined that Mr. Hardt qualifies
as (i) an independent director under the corporate governance standards of The Nasdaq Stock Market LLC and the rules and regulations of
the SEC, including those applicable to audit committee members and (ii) an audit committee financial expert, as defined in Item 407(d)(5)(ii)
of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Mr. Hardt has more than 30 years of Big 4 audit,
compliance, reporting and international corporate advisory experience. Mr. Hardt retired in July 2021 from PwC LLP (“PwC”)
where he was an audit partner since 2000. From August 2021 to May 2026, Mr. Hardt served as the Chief Financial Officer and Director of
Abri SPAC 2, Inc., a special purpose acquisition company (“Abri 2”) (Nasdaq: ASPP). Mr. Hardt was also the Chief Financial
Officer of Abri Advisors Ltd, in Bermuda, and Abri Advisors (UK) Ltd.
Mr. Hardt has been based previously in PwC’s
offices in London, England, Lausanne, Switzerland and Tokyo, Japan in addition to several offices in the United States. During his tenure
at PwC, he was a lead partner on several large multinational audit clients in the Consumer Markets, Technology, Media, Automotive, Banking
and Insurance industries and has conducted business in over 40 countries. Mr. Hardt has also served as a leader in PwC’s SEC Services
group in the firm’s National Office where he was responsible for oversight of both foreign and domestic registrant client SEC filings
including both debt and equity IPOs. In his prior roles at PwC, Mr. Hardt has extensive experience with companies preparing to go public
including the financial statement and internal controls requirements of The Sarbanes-Oxley Act, interacting with the SEC and the financial
reporting implications of executing growth strategies involving mergers and acquisitions.
Mr. Hardt has many years of experience interacting
with public company boards of directors and their audit/finance committees. Mr. Hardt served as a director of NYIAX from September 2025
to February 2026 and as a director of Collective Audience from 2023-2025. Mr. Hardt recently completed successive terms on both the President’s
Advisory Council of Furman University and the Parents Board at The Georgia Institute of Technology. He is an investor and advisor to Cavan
& Co LLC, an early-stage American made lifestyle apparel brand. Mr. Hardt holds a B.A. in Business Administration from Furman University
and is a CPA licensed in Ohio and Georgia.
As a non-employee director of the Company, Mr. Hardt is initially entitled to receive cash compensation in
the amount of $60,000 per year for his service on the Board. Mr. Hardt is also entitled to receive cash compensation in the amount
of $2,500 for his service as a member of the Audit Committee. In connection with his appointment to the Board, the Board approved a restricted
stock award to Mr. Hardt under the 2018 Plan (the “Hardt RSAs”) consisting of 125,000 shares of Common Stock, subject to the
terms and restrictions set forth in the 2018 Plan and an award agreement thereunder. The grant of the Hardt RSAs is subject to the filing
by the Company with the SEC and effectiveness of a registration statement on Form S-8 with respect to such awards (the “Registration
Statement”) and the grant date will be the first trading day immediately following the date on which the Registration Statement
first becomes effective. The Hardt RSAs will vest as follows: (i) fifty percent (50%) of the award shall vest on the first to occur of
March 20th, June 20th, September 20th or December 20th after the date that is 90 days following
the grant date and the remaining fifty percent (50%) of the award shall vest on the second to occur of March 20th, June 20th,
September 20th or December 20th (e.g., if the award is granted on November 15, 2026, the first vesting date would
be March 20, 2027 and the remaining portion of the award would vest on June 20, 2027), in each case subject to Mr. Hardt’s continuous
service to the Company on each such date.
In addition, the Company will enter into an indemnification
agreement with Mr. Hardt in connection with his appointment to the Board, which is in substantially the same form as that entered into
with the other directors of the Company, the form of which was filed as Exhibit 10.4 to the Company’s registration statement on
Form S-1/A (file No. 333-224267) filed with the SEC on July 2, 2018.
Mr. Hardt was designated for appointment to the
Board by NYIAX pursuant to Section 1.5 of the Merger Agreement. Except for such designation right of NYIAX, there are no arrangements
or understandings between Mr. Hardt and any other persons pursuant to which he was selected to be appointed to the Board or its committees.
There are no family relationships between Mr. Hardt and any director or executive officer of the Company, and Mr. Hardt has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure. |
On October 6, 2026, the Company issued a press
release announcing Mr. Hardt’s appointment to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be 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
it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific
reference to such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Advisory Contract |
| 99.1 |
|
Press Release dated October 6, 2026 |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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.
| DATAVAULT AI INC. |
|
| |
|
|
| By: |
/s/ Brett Moyer |
|
| |
Name: |
Brett Moyer |
|
| |
Title: |
Chief Financial Officer |
|
| |
|
|
| Date: October 6, 2026 |
|
Exhibit 99.1
Datavault AI Appoints Christopher R. Hardt as
Independent Director Following NYIAX Acquisition
Former PwC Partner brings more than 30 years
of global financial leadership, corporate governance, SEC reporting and M&A experience
Hardt to serve on the Board’s Audit Committee
and Nominating and Corporate Governance Committee
PHILADELPHIA, PA – October 6, 2026 -
Datavault AI Inc. (“Datavault AI” or the “Company”) (Nasdaq: DVLT), an Artificial Intelligence Platform (“AIP”)
company providing data monetization, credentialing, digital engagement, real-world asset (“RWA”) tokenization and spatial
audio technologies, today announced the appointment of Christopher R. Hardt to its board of directors as an independent director, effective
as of October 3, 2026. Hardt was designated by NYIAX, Inc. (“NYIAX”) in connection with Datavault AI’s recently completed
acquisition and previously served on NYIAX’s board of directors. Mr. Hardt brings extensive experience in public-company financial reporting,
mergers and acquisitions, regulatory compliance and international business operations. He will also serve on the Audit Committee and Nominating
and Corporate Governance Committee of the Company’s board of directors.
Hardt’s global financial and executive leadership
career includes senior positions at PricewaterhouseCoopers (“PwC”), serving as Chief Financial Officer of Abri Capital, and
holding board positions at NYIAX and Collective Audience. Throughout his career, he has advised Fortune 100 companies, private equity-backed
businesses and multinational organizations on financial reporting, corporate governance, mergers and acquisitions, regulatory compliance
and international expansion. His appointment follows Datavault AI’s August 2026 acquisition of NYIAX, which added patented exchange technology
and contract management capabilities to the Company’s platform.
“We’re excited to welcome Chris to the Datavault
AI Board as an independent director,” said Nathaniel Bradley, Chief Executive Officer of Datavault AI. “His more than 30 years
of global financial leadership and deep understanding of public-company governance will be an invaluable addition to our Audit and Corporate
Governance Committees. Chris already knows the NYIAX business and understands the opportunity ahead of us. We’re thrilled to have him
on our Board and look forward to working together as we execute on our commercial strategy.”
During his career at PwC, Hardt held senior leadership
positions across the United States, Europe and Asia. As a partner in PwC’s National Office in New York, he led Consumer Markets
SEC Services, advising companies on SEC filings and regulatory matters. He also served as a partner in PwC’s Japanese member firm
in Tokyo, where he led global client relationships across media, technology, banking and insurance and served on the firm’s leadership
team. Hardt has advised multinational corporations on cross-border transactions and financial transformation, overseen financial due diligence,
and advised boards, audit committees, CEOs and CFOs on enterprise risk management, financial reporting, IPO readiness and corporate governance.
“I’m honored to join the Datavault
AI Board at such an important time in the Company’s development,” said Christopher R. Hardt. “Having served on the NYIAX
Board, I’ve seen first-hand the potential of its technology and the opportunities that combining it with Datavault AI’s broader
platform can create. I look forward to working alongside Nathaniel and the entire team, bringing my financial, governance and international
business experience to support the Company’s continued growth and help realize its long-term vision.”
Hardt is a Certified Public Accountant (CPA) and
holds a Bachelor of Arts degree from Furman University. He has completed executive education programs at INSEAD, IMD and Duke University,
and has also served on the Furman University President’s Advisory Board and the Georgia Institute of Technology Parents Board.
About Datavault AI
Datavault AI Inc. (Nasdaq: DVLT) is an AIP company
focused on transforming data and real-world assets into intelligent, secure and monetizable digital assets. The Company’s integrated
platform combines artificial intelligence, an AI-driven inference layer, data valuation, tokenization, cybersecurity, high-performance
computing and exchange technologies to support the lifecycle of data and digital assets—from identification and valuation through
tokenization, commercialization and monetization.
Datavault AI operates through two synergistic
divisions: Data Science and Acoustic Science. The Data Science division includes the Company’s patented Data Vault®, DataValue®
and DataScore® technologies, together with its cybersecurity, tokenization and exchange capabilities. The Acoustic Science division
includes WiSA®, ADIO® and related spatial audio and data-over-sound technologies, as well as the Company’s events and experiential
media businesses, including CompuSystems, Inc., operated under the Event Citadel brand, and API Media Innovations Inc.
Together, these capabilities form an integrated
AI platform designed to connect data, intelligence, value and markets, enabling enterprises, institutions and asset owners to identify,
protect, value and monetize data and real-world assets.
The Company is headquartered in Philadelphia,
PA. For more information, visit www.dvlt.ai. Investor information is available at ir.datavaultsite.com. Technology news and insights are
published at dvlt.ai/insights.
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 applicable 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.
Forward-looking statements in this press release
include, but are not limited to, statements regarding the anticipated contributions of Christopher R. Hardt to the Company’s Board
of Directors; the expected benefits of his financial leadership, corporate governance, regulatory and international business experience;
the Company’s ability to strengthen its financial oversight, governance and strategic leadership; the anticipated benefits of the
Company’s acquisition of NYIAX; the Company’s ability to successfully integrate NYIAX’s business, personnel, intellectual
property and technologies; the anticipated expansion, development, operation and commercialization of the Company’s exchange and
tokenization platforms; the Company’s ability to leverage NYIAX’s patented exchange technology and contract management capabilities;
the Company’s plans to expand its digital asset and data monetization businesses; and the Company’s future growth, strategic
objectives and ability to create long-term shareholder value.
These forward-looking statements are based on
the Company’s current expectations, estimates, assumptions and beliefs and are subject to numerous risks and uncertainties that
could cause actual results, events or developments to differ materially from those expressed or implied by such statements. Such risks
and uncertainties include, among others, the Company’s ability to successfully integrate NYIAX and realize the anticipated benefits
of the acquisition; the ability of the Company’s Board of Directors and management team to effectively execute its strategic objectives;
the Company’s ability to attract, retain and effectively utilize qualified directors, executives and other personnel; the Company’s
ability to successfully develop, operate, integrate, scale and commercialize its exchange and tokenization technologies; technological,
operational, cybersecurity, regulatory and other risks affecting the Company’s platforms and businesses; the availability, functionality
and commercial adoption of the Company’s technologies; changes in market conditions and the competitive environment; applicable
federal and state securities laws and regulations and other laws and regulations applicable to digital assets, blockchain technologies
and the Company’s businesses; and the other risks and uncertainties described in the Company’s filings with the U.S. Securities
and Exchange Commission (“SEC”), including under the heading “Risk Factors” in the Company’s most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings with the SEC.
The forward-looking statements contained in this
press release speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements.
Contacts
Media Contact
marketing@dvlt.ai
Investor Contact
Edward Barger
Vice President, Investor Relations
ir@dvlt.ai
