[8-K] Datavault AI Inc. Reports Material Event

Rhea-AI Filing Summary

Datavault AI Inc. (DVLT) entered into a definitive agreement to acquire API Media Innovations Inc. for cash consideration of $14,000,000. The Stock Purchase Agreement covers the purchase of all outstanding API Media shares and includes customary representations, warranties, covenants, and closing conditions.

The agreement may be terminated by mutual consent or by either party after the Outside Date of December 5, 2025 if closing has not occurred, subject to a no‑breach provision. It may also be terminated upon a final, non‑appealable governmental order prohibiting the deal or for uncured breaches after ten days’ written notice.

Insights

M&A and Capital Structure Analyst

DVLT signs a cash M&A deal for $14,000,000 with standard closing conditions.

Datavault AI agreed to buy all shares of API Media for $14,000,000 in cash, structured via a Stock Purchase Agreement with customary reps, warranties, and closing conditions. This indicates a whole‑company acquisition rather than an asset purchase.

Completion is conditioned and not guaranteed. Either party can terminate after the Outside Date of December 5, 2025, or due to a final governmental prohibition, or for uncured breaches following a ten‑day notice. These terms set clear timing and legal pathways to close or exit.

The economic impact depends on closing and subsequent integration outcomes, which are not detailed in the excerpt. Subsequent filings may provide financials of API Media and any pro forma effects if the transaction closes.

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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 1.01. Entry into a Material Definitive Agreement.

On October 28, 2025, Datavault AI Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with API Media Innovations Inc., a New Jersey corporation (“API Media”), 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 outstanding shares of common stock of API Media (the “API Shares”) for an aggregate purchase price of an amount in cash equal to $14,000,000.

The Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations.

Pursuant to the Purchase Agreement, the Purchase Agreement can be terminated by mutual written consent of the parties, and also by either party after December 5, 2025 (the “Outside Date”), if the closing shall have not been consummated by the Outside Date; provided, however, that the right to terminate shall not be available to a party whose material breach of the Purchase Agreement has been the principal cause of, or primarily resulted in, the failure of the closing to occur. Additionally the Purchase Agreement can be terminated by either party if a final, non-appealable order, decree or ruling enjoining or otherwise prohibiting consummation of the purchase has been issued by any governmental authority or if the other party is in breach of the Purchase Agreement which has not been cured within ten (10) days of written notice of such breach (provided that such terminating party has not committed a material breach which is the principal cause of the failure to close).

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, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Stock Purchase Agreement, by and among the Company, API Media and the Sellers, dated October 28, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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

FAQ

What did Datavault AI (DVLT) announce?

Datavault AI entered into a Stock Purchase Agreement to acquire all outstanding shares of API Media Innovations Inc. for $14,000,000 in cash.

How much is DVLT paying for API Media?

The aggregate cash purchase price is $14,000,000.

What is the Outside Date for the DVLT–API Media deal?

Either party may terminate if closing has not occurred by December 5, 2025.

Can the agreement be terminated before closing?

Yes. It can be terminated by mutual consent, after the Outside Date, upon a final governmental prohibition, or for an uncured breach after 10 days’ notice.

What stock exchange lists DVLT and under what symbol?

Datavault AI’s common stock trades on the Nasdaq Capital Market under the symbol DVLT.

What type of agreement did DVLT sign?

A Stock Purchase Agreement to acquire all outstanding shares of API Media Innovations Inc.