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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):
January 7, 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 January 7, 2026, Datavault AI Inc. (“Datavault”)
issued a press release announcing the distribution date for the previously announced dividend of Dream Bowl Meme Coin II tokens (the “Meme
Coins”) to eligible record holders of common stock, par value $0.0001 per share, of Datavault (the “Common Stock”)
and other equity securities of Datavault. 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.
Item 8.01 Other Events.
As previously announced on December 29,
2025, Datavault’s board of directors (the “Board”) declared a dividend (the
“Distribution”) of Meme Coins to eligible record equity holders of Common Stock and other equity
securities of Datavault. Such eligible holders are the holders of the following Datavault securities, in each case as of the close of business
on January 7, 2026 (such date, subject to the right of the board of directors of Datavault to change to a later date, the
“Record Date”): (i) Common Stock (such record holders, the “Record Common
Holders”), (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record
Date (and which have the right to participate in the Distribution pursuant to the terms of their respective warrants) (such record
holders, the “Record Warrant Holders”), (iii) certain convertible promissory notes of Datavault that have
not been converted and settled prior to the Record Date (and which have the right to participate in the Distribution pursuant to the
terms of their respective notes) (such record holders, the “Record Note Holders”) and (iv) certain equity
awards and/or grants that are issued and outstanding as of the Record Date and which were granted under Datavault’s stock
option, stock incentive or other equity incentive plans that have not been exercised or converted and settled (or in the case of
restricted stock awards, that have not yet vested) prior to the Record Date and which are entitled to participate in the
Distribution pursuant to the terms of their respective awards and/or grants (such record holders, the “Record Award
Holders” and together with the Record Common Holders, the Record Warrant Holders, and the Record Note Holders, the
“Record Holders”). The preceding Datavault securities held by the Record Holders as of the Record Date are
collectively referred to herein as the “Datavault Securities.”
The Distribution will be made to the Record
Holders on the basis of one (1) Meme Coin for every sixty (60) shares of Common Stock held (or, for Datavault Securities other than
Common Stock, shares of Common Stock underlying such Datavault Securities (“Common Stock Equivalents”)
held, subject to the contractual terms of such securities) by such holders as of the Record Date. Record Holders holding fewer than
sixty (60) shares of Common Stock (or Common Stock Equivalents) as of the Record Date will not be entitled to receive any Meme
Coins. Record Holders holding more than sixty (60) shares of Common Stock (or Common Stock Equivalents) as of the Record Date in
increments of other than sixty (60) shares will be entitled to receive such number of Meme Coins as is determined by dividing the
number of shares of Common Stock (or Common Stock Equivalents) held by each such holder as of the Record Date by sixty (60)
(rounding down to the nearest increment of sixty (60) shares). For example, a Record Holder holding one hundred and twenty-five
(125) shares of Common Stock as of the Record Date will only be entitled to receive two (2) Meme Coins (i.e., one (1) Meme
Coin in respect of each sixty (60) shares of Common Stock (or Common Stock Equivalents) held as of the Record Date). The
Distribution is expected to be made beginning on February 21, 2026 (or such other date as determined by the Board, the
“Distribution Date”) and Datavault will make a separate announcement regarding the terms and conditions of
the Distribution in a Current Report on Form 8-K prior to the Distribution Date.
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 Distribution (including that the Board may change the Record Date and/or the Distribution Date
and may revoke the Distribution entirely), and whether we will proceed with the Distribution, 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 Distribution; risks associated with the right of the Board to change the Record Date and/or the Distribution
Date, and/or to revoke the Distribution prior to the Distribution Date; changes in economic, market or regulatory conditions; risks relating
to evolving regulatory frameworks applicable to tokenized assets; 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 January 7, 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: January 7, 2026
