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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):
February 20, 2026
Datavault AI Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-38608
(Commission File Number) |
30-1135279
(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 7.01 |
Regulation FD Disclosure. |
On February 20, 2026, Datavault AI Inc. (“Datavault”)
issued a press release announcing that the distribution dates for the previously announced dividend of (i) warrants (the “Warrants”
and such dividend, the “Warrant Distribution”) to purchase shares of Datavault common stock, par value $0.0001 per share (the
“Common Stock”), to eligible record holders (“Record Holders”) of Common Stock and other equity securities of
Datavault, and (ii) Dream Bowl Meme Coin II (“Dream Bowl Meme Coin II”) tokens to Record Holders (the “Coin Distribution”
and, together with the Warrant Distribution, the “Distributions”), have been changed to February 27, 2026 (the “Distribution
Date”), from February 23, 2026 (with respect to the Warrant Distribution) and February 21, 2026 (with respect to the Coin Distribution).
The record date for each of the Distributions remains January 7, 2026 (the “Record Date”). A copy of this press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 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 (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Datavault intends to file a prospectus supplement to its base prospectus, dated as of July 9, 2025 (such prospectus supplement, together
with the base prospectus, the “Prospectus”), accompanying its shelf registration statement on Form S-3 (File No. 333-288538)
filed with the Securities Exchange Commission (the “SEC”) on July 7, 2025, and declared effective on July 9, 2025, registering
the distribution of the Warrants for no consideration and the issuance of the Common Stock issuable upon exercise of the Warrants (the
“Warrant Shares”) with the SEC, which Prospectus will be available on the SEC’s website located at http://www.sec.gov.
Record Holders should read the Prospectus carefully when it is filed with the SEC, including the Risk Factors included and incorporated
by reference therein.
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form
8-K may contain “forward-looking statements” (within the meaning of Section 27A of the Securities Act, Section 21E of the
Exchange Act, the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault,”
the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties.
In some cases, forward-looking statements can be identified by 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 our declaration and/or payment of dividends, our expectations regarding the terms
and/or timing of the Distributions (including that the board of directors of the Company (the “Board”) may change the Record
Date and/or the Distribution Date and may revoke either or both of the Distributions entirely), our intention to file a prospectus supplement
registering the distribution of the Warrants for no consideration and the issuance of the Warrant Shares upon exercise of the Warrants
with the SEC, and whether we will proceed with the Distributions, are necessarily based upon estimates
and assumptions that, while considered reasonable by Datavault and its management, are inherently uncertain. Forward-looking statements
are based on the current beliefs, assumptions, and expectations of management and current market conditions. Readers are cautioned not
to place undue reliance on these and other forward-looking statements contained herein. There can be no assurance that future dividends
will be declared, and the payment of any dividend is expressly conditioned on the Board not revoking any or all dividends before their
respective distribution dates. 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: risks related to legal proceedings that may be instituted
against Datavault regarding the Distributions, the Dream Bowl Meme Coin II and/or the Warrants; risks associated with the right of the
Board to change the Record Date and/or the Distribution Date, and/or to revoke either or both of the Distributions prior to the Distribution
Date; the availability from time to time of the Prospectus and/or an effective registration statement covering the issuance of the Warrant
Shares; changes in economic, market or regulatory conditions; and other risks and uncertainties as more fully described in Datavault’s
filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024 and other filings that Datavault 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 Current
Report on Form 8-K relate only to events as of the date on which the statements are made. Datavault undertakes no obligation to update
any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to
reflect new information or the occurrence of unanticipated events, except as required by law. Datavault 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’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,
joint ventures or investments it may make.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated February
20, 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/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
Date: February 20, 2026
Exhibit 99.1
Datavault AI Announces Change in Distribution Date for Previously
Announced Dividends of Dream Bowl Meme Coin II Tokens and Warrants to Purchase Common Stock to Datavault AI Record Equityholders to February 27,
2026
PHILADELPHIA, PA, February 20, 2026 (GLOBE
NEWSWIRE) – Datavault AI Inc. (NASDAQ: DVLT) (“Datavault AI” or the “Company”), a provider of data monetization,
credentialing, digital engagement, and real-world asset tokenization technologies, today announced that its board of directors (the “Datavault
Board”) has changed the distribution dates for both the (i) previously announced dividend (the “Warrant Distribution”)
of warrants (the “Warrants”) to purchase shares of Datavault AI common stock, par value $0.0001 per share (the “Common
Stock”), to eligible record holders (“Record Holders”) of Common Stock and other equity securities of Datavault AI and
(ii) previously announced dividend (the “Coin Distribution” and, together with the Warrant Distribution, the “Distributions”)
of Dream Bowl Meme Coin II (“Dream Bowl Meme Coin II”) tokens to Record Holders, to February 27, 2026 (the “Distribution
Date”), from February 23, 2026 (with respect to the Warrant Distribution) and February 21, 2026 (with respect to the Coin Distribution).
The record date for each of the Distributions remains January 7, 2026 (the “Record Date”).
The Record Date and/or the Distribution Date for
the Distributions may be changed by the Datavault Board for any reason at any time prior to the actual Distribution Date, and completion
of the Distributions is conditioned upon the Datavault Board having not revoked the Distributions prior to the Distribution Date, including
for a material change to the solvency or surplus analysis presented to the Datavault Board.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Datavault AI intends to file a prospectus supplement
to its base prospectus, dated as of July 9, 2025 (such prospectus supplement, together with the base prospectus, the “Prospectus”),
accompanying its shelf registration statement on Form S-3 (File No. 333-288538) filed with the Securities Exchange Commission
(the “SEC”) on July 7, 2025, and declared effective on July 9, 2025, registering the distribution of the Warrants
for no consideration and the issuance of the Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) with
the SEC, which Prospectus will be available on the SEC’s website located at http://www.sec.gov. Record Holders should read the Prospectus
carefully when it is filed with the SEC, including the Risk Factors included and incorporated by reference therein.
About Datavault AI
Datavault AI™ (Nasdaq: DVLT) leads AI-driven
data experiences, valuation, and monetization in the Web 3.0 environment. The Company’s cloud-based platform delivers comprehensive
solutions through its collaborative Acoustic Science and Data Science Divisions. Datavault AI’s Acoustic Science Division includes
WiSA®, ADIO®, and Sumerian® patented technologies for spatial and multichannel wireless HD sound. The Data Science Division
harnesses Web 3.0 and high-performance computing for experiential data perception, valuation, and secure monetization across industries
including sports & entertainment, biotech, education, fintech, real estate, healthcare, and energy. The Information Data Exchange®
(IDE) enables Digital Twins and secure NIL licensing, fostering responsible AI with integrity. Datavault AI’s customizable technology
suite offers AI/ML automation, third-party integration, analytics, marketing automation, and advertising monitoring. Headquartered in
Philadelphia, PA. Learn more at www.dvlt.ai.
Forward-Looking Statements
This press release may contain “forward-looking
statements” (within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act of 1934, as amended,
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, forward-looking statements can be identified by 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 our declaration and/or payment of dividends, our expectations regarding the terms
and/or timing of the Distributions (including that the Datavault Board may change the Record Date and/or the Distribution Date and may
revoke either or both of the Distributions entirely), our intention to file a prospectus supplement registering the distribution of the
Warrants for no consideration and the issuance of the Warrant Shares upon exercise of the Warrants with the SEC, and whether we will proceed
with the Distributions, are necessarily based upon estimates and assumptions that, while considered reasonable by Datavault AI and its
management, are inherently uncertain. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management
and current market conditions. Readers are cautioned not to place undue reliance on these and other forward-looking statements contained
herein. There can be no assurance that future dividends will be declared, and the payment of any dividend is expressly conditioned on
the Datavault Board not revoking any or all dividends before their respective distribution dates. 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: risks related to legal proceedings that may be instituted against Datavault AI regarding the Distributions, the Dream Bowl
Meme Coin II and/or the Warrants; risks associated with the right of the Datavault Board to change the Record Date and/or the Distribution
Date, and/or to revoke either or both of the Distributions prior to the Distribution Date; the availability from time to time of the Prospectus
and/or an effective registration statement covering the issuance of the Warrant Shares; changes in economic, market or regulatory conditions;
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, 2024 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 hereof 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.
Investor Contact:
800.491.9665
ir@dvlt.ai
Media Inquiries:
info@dvlt.ai
