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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): March 18, 2026
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.) |
|
One Commerce Square,
2005
Market Street, Suite 2400,
Philadelphia, PA |
|
19103 |
| (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.
Datavault AI Inc., (the
“Company”), DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and NYIAX, Inc.
(“NYIAX”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated March 18, 2026. Pursuant
to the provisions of the Merger Agreement, on the closing date (the “Closing Date”), (i) Merger Sub will merge with and
into NYIAX (the “Merger”), the separate corporate existence of Merger Sub will cease and NYIAX will continue as the surviving
company and a wholly owned subsidiary of the Company, and (ii) the Company will pay to NYIAX equity holders aggregate consideration
(“Merger Consideration”) of 78,947,368 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”).
Pursuant to the terms
of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any
action on the part of the stockholders of NYIAX (the “Merger Partner Stockholders”), (i) each outstanding share of NYIAX’s
common stock, par value $0.0001 per share (the “NYIAX Common Stock”), other than any shares of NYIAX Common Stock held in
the treasury of NYIAX will be converted into the right to receive (i) a number of shares of Common Stock equal to the Exchange Ratio
(as defined in ther Merger Agreement), or (ii) each share of NYIAX Common Stock held immediately prior to the Effective Time by a
Merger Partner Stockholder that is an Unaccredited Investor (as defined in the Merger Agreement) will be converted into the right to receive
the unaccredited investor cash consideration, which will be the higher of (i) price per share equal to the VWAP (as defined in the
Merger Agreement) of the Common Stock for the five (5) consecutive Trading Days (as defined in the Merger Agreement) ending on the
Trading Day immediately preceding the date of the Merger Agreement, or (ii) price per share equal to the VWAP of the Common Stock
for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding the Closing Date.
Pursuant to the Merger
Agreement, if the Company effects or announces an intent to effect a reverse stock split of the Common Stock at any time within one hundred
twenty (120) days following the date of the Merger Agreement, then the Company will issue to the Merger Partner Stockholders, on a pro
rata basis in accordance with their respective entitlements to the Merger Consideration, an aggregate of 10,000,000 duly authorized, validly
issued, fully paid and nonassessable additional shares of Common Stock.
Pursuant to the terms
of the Merger Agreement, the Company has also agreed to appoint two new members to the board of directors of the Company (the “Board”),
nominated by NYIAX and subject to such nominees being acceptable to the Company, effective as of the Closing Date.
The Merger Agreement
contains representations and warranties from both the Company and Merger Sub, on the one hand, and NYIAX, on the other hand, customary
for a transaction of this nature. The Merger Agreement also contains customary covenants and agreements, including with respect to the
operations of the business of NYIAX and the Company between the date of the Merger Agreement and Effective Time. The completion of the
Merger will also be subject to closing conditions, customary for a transaction of this nature. NYIAX will be subject to customary “no-shop”
restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and continue
or participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals, subject
to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances and subject to other
terms and conditions in the Merger Agreement, to provide information to, and continue or participate in discussions and engage in negotiations
with, third parties with respect to an alternative acquisition proposal if the board of directors of NYIAX (the “NYIAX Board”)
(or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that such
alternative acquisition proposal either constitutes a superior proposal or is reasonably likely to lead to a superior proposal, and the
NYIAX Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel)
that the failure to take such actions could reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable
law.
Pursuant to the
Merger Agreement if, at any time during the period beginning on the Closing Date and ending on the date that is twelve (12) months
following the Closing Date, the Surviving Corporation (as defined in the Merger Agreement), or the Company, executed and announced a
definitive commercial, strategic, joint venture, licensing, partnership, or other bona fide revenue-generating or value-enhancing
agreement with a trading market (a “Trading Market Transaction”), approved by the Board, then the Company shall issue to
the Merger Partner Stockholders, on a pro rata basis in accordance with their respective ownership immediately prior to the
Effective Time, an aggregate of 13,000,000 duly authorized, validly issued, fully paid and nonassessable restricted shares of Common
Stock (the “Earn-Out Shares”). In lieu thereof, each Unaccredited Investor shall be entitled to receive, with respect to each share of NYIAX Common
Stock held immediately prior to the Effective Time, a cash payment equal to the higher of (i) price per share equal to the VWAP
of the Common Stock for the five (5) consecutive Trading Days ending on the Trading Day immediately preceding the Closing Date,
or (ii) price per share equal to the VWAP of the Common Stock for the five (5) consecutive Trading Days ending on the
Trading Day immediately preceding the execution and announcement of Trading Market Transaction, without interest and subject to
applicable tax withholding.
From the closing and for a period of twelve (12) months thereafter,
NYIAX has agreed to a special indemnity, pursuant to which NYIAX will indemnify, defend and hold harmless the Company, the Surviving
Corporation from and against any and all Losses (as defined in the Merger Agreement) arising out of, relating to, or resulting from
certain specific, enumerated claims, actions, suits, proceedings, investigations or demands against NYIAX set forth in the Merger Agreement, including any
continuation, amendment, extension or escalation thereof. Any and all Losses for which indemnification is required under the Merger
Agreement will be satisfied solely by a reduction in the number of Trading Market Transaction earn-out shares otherwise issuable to
the Merger Partner Stockholders pursuant to Merger Agreement. In no event shall the aggregate number of Trading Market Transaction
earn-out shares subject to reduction pursuant to the Merger Agreement exceed 5,000,000 shares of Common Stock.
Pursuant to the Merger Agreement, the Company
has agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (or, if the
Company is not then eligible to use Form S-3, on Form S-1) (the “Resale Registration Statement”), within thirty (30) calendar
days following the Closing Date, covering the resale of all shares of Common Stock issued to Merger Partner Stockholders as Merger Consideration
pursuant to Merger Agreement. The Company shall use its commercially reasonable efforts to cause the Resale Registration Statement to
be declared effective by the SEC as promptly as practicable after filing, and in no event later than the earlier of (i) sixty (60) calendar
days following the Closing Date (or ninety (90) calendar days if the SEC reviews the Resale Registration Statement), and (ii) the fifth
(5th) business day after the Company is notified by the SEC that the Resale Registration Statement will not be reviewed or is no longer
subject to further review. The Earn-Out Shares will have similar registration rights upon issuance of such shares.
The Merger Agreement
contains customary termination rights for both the Company and Merger Sub, on the one hand, and NYIAX, on the other hand, including, among
others, for failure to consummate the Merger within 90 days from the signing of the Merger Agreement.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy
of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure required
by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Merger Consideration
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold in the United
States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Merger Consideration
has not been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act. The securities will be issued and were issued in reliance upon exemptions from
registration under Section 4(a)(2) of the Securities Act, and Rule 506 promulgated under Regulation D of the Securities
Act.
Item 8.01 Other Events.
On March 19, 2026,
the Company issued a press release (the “Press Release”) announcing the signing of the Merger Agreement. A copy of the Press
Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of March 18, 2026, by and among Datavault AI Inc., NYIAX, Inc. and DVLT Merger Sub Inc. |
| 99.1 |
|
Press Release. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule
to the SEC upon its 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: March 19, 2026 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Datavault AI
Enters into Definitive Agreement to Acquire NYIAX, Combining AI-Driven Data Monetization with Institutional-Grade Market Infrastructure
Pending acquisition will integrate
NYIAX’s blockchain-enabled exchange platform built on globally recognized financial market technology and jointly owned patents
to power next-generation digital marketplaces.
PHILADELPHIA, PA
/ ACCESS Newswire / March 19, 2026 / Datavault AI Inc. ("Datavault AI" or the "Company") (DVLT), a provider of data
monetization, credentialing, digital engagement, and real-world asset (“RWA”) tokenization technologies, today announced
the signing of a Definitive Agreement to acquire NYIAX Inc. (“NYIAX”).
The acquisition
will bring NYIAX’s intellectual property portfolio and blockchain-powered trading platform built on a globally recognized financial
market infrastructure platform into Datavault AI’s organization. The combined company is expected to make institutional-grade,
transparent trading infrastructure available to customers and accelerate the planned commercial launches of specialized exchanges.
The transaction
builds upon an October 2025 letter of intent between Datavault AI and NYIAX, as well as prior multi-year commercial and intellectual
property licensing agreements, including Datavault AI’s patented ADIO® ultrasonic technology, and a strategic technology alliance
between the companies.
Through this acquisition,
NYIAX’s capabilities and IP, in combination with patented Datavault AI technologies, will power the Company’s Information
Data Exchange®.
Additionally, with
the future integration of NYIAX’s exchange, which utilizes trusted, institutional-grade financial market infrastructure technology
and jointly owned patents, the company will deliver high-performance matching engines, automated smart contracts, real-time AI valuation,
and regulatory-compliant liquidity mechanisms across data and digital assets.
“This acquisition
marks a transformative milestone for Datavault AI, uniting our AI expertise and patented data technologies with NYIAX’s proven
exchange infrastructure,” said Nathaniel Bradley, CEO of Datavault AI.
“In a market
where traditional finance is rapidly converging with digital assets, we are bridging financial-market precision with next-generation
AI, privacy-first, and Web 3.0 solutions. The combined platform will redefine data monetization for our mutual clients, delivering secure,
scalable trading for information assets, advertising, critical elements, political inventory, and athlete name, image and likeness rights
while creating new revenue opportunities across industries.”
Planned Exchange
Ecosystem
The combined company
is anticipated to support the following launches:
| · | Information
Data Exchange® - Datavault AI’s flagship patented marketplace for secure, privacy-preserving
tokenization, valuation, and trading of corporate data, experiential media, digital twins,
and RWAs using Datavault AI’s proprietary DataScore®, DataValue®, and Data
Vault® AI agents. |
| · | International
Elements Exchange - A global platform designed for tokenizing and trading critical materials,
commodities, research assets, and industrial elements as RWAs with full transparency and
liquidity. |
| · | American
Political Exchange - A compliant marketplace enabling transparent trading of political
data, advertising inventory, and related information assets. |
| · | Sports-Centered
NIL Exchange - As previously announced on January 28, 2026, Datavault AI and Sports Illustrated
entered into an agreement to explore a potential collaboration for the development of a digital
asset exchange enabling athletes to securely monetize and trade name, image, and likeness
(“NIL”) rights, fan engagement assets, advertising, and related digital collectibles. |
| · | NYIAX
Advertising Exchange - A next-generation marketplace enabling media companies and advertisers
to buy and sell guaranteed advertising inventory through a transparent, technology-driven
marketplace. Built on financial-market principles and blockchain-based contract technology,
NYIAX transforms traditional media transactions into standardized, tradable contracts bringing
greater liquidity, trust, transparency, price discovery, and operational efficiency to the
global advertising marketplace. |
Teri Gallo, CEO
of NYIAX, added: “This acquisition reflects a simple but powerful idea: markets historically built on bilateral transactions can
evolve into transparent, efficient exchanges. Advertising was NYIAX’s first proof point, but the broader opportunity across this
trillion-dollar global market now being reshaped by data and AI is immense and underscores the strength of our combined platform.
Together with Datavault
AI, we are building the infrastructure for a new generation of digital marketplaces where future rights, data, and digital assets can
be valued, traded, and monetized with greater transparency, trust, and liquidity across the sectors we serve.
This transaction
builds on the partnership we established with Datavault AI in March 2025 and reflects the strong alignment between our teams, technologies,
and vision. We are eager to join the Datavault AI organization to accelerate the development of technology and IP designed to power the
next era of global digital markets.”
About NYIAX
NYIAX operates
a global, proprietary, blockchain-based trading platform for the transparent, automated trading of contracts and data across asset classes.
The platform is built on jointly owned intellectual property underpinning exchange-grade infrastructure, including U.S. Patent Nos. 10,607,291
and 11,410,236 titled “Systems and Methods for Electronic Continuous Trading of Variant Inventories.” Through
the recent acquisition of Collective Audience, NYIAX provides a broad range of advertising solutions across consumer and B2B markets,
including strategic advisory and full-service agency offerings. For more information, visit www.nyiax.com.
About Datavault
AI Inc.
Datavault AI TM (Nasdaq:DVLT)
is leading the way in AI driven data experiences, valuation and monetization of assets in the Web 3.0 environment. The Company's cloud-based
platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions. Datavault
AI's Acoustic Sciences division features WiSA®, ADIO® and Sumerian® patented technologies and industry-first foundational
spatial and multichannel wireless, high-definition sound transmission technologies with intellectual property covering audio timing,
synchronization and multi-channel interference cancellation. The Data Science Division leverages the power of Web 3.0 and high-performance
computing to provide solutions for experiential data perception, valuation and secure monetization. Datavault AI's cloud-based platform
provides comprehensive solutions serving multiple industries, including high-performance computing software licensing for sports &
entertainment, events & venues, biotech, education, fintech, real estate, healthcare, energy and more. The Information Data Exchange® enables
Digital Twins, licensing of name, image and likeness by securely attaching physical real-world objects to immutable metadata objects,
fostering responsible AI with integrity. Datavault AI's technology suite is completely customizable and offers AI and machine learning
automation, third-party integration, detailed analytics and data, marketing automation and advertising monitoring. The Company is headquartered
in Philadelphia, PA. Learn more about Datavault AI at www.dvlt.ai.
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 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.
Such forward-looking
statements, including, but not limited to, statements regarding future events, the anticipated timing of the closing of the acquisition
of NYIAX and whether such transaction will be consummated at all, the expected operational, technical and commercial outcomes of the
Company's commercial strategy, including the potential launch of products and tools in 2026 as a result of our acquisition of NYIAX,
projections of future market growth and adoption of digital technologies in the global NIL and athlete monetization markets, the potential
for Datavault AI to successfully deploy its technologies and gain market share in such markets, the potential for Datavault AI to anticipate
market trends, exploit business opportunities and create value for athletes, agencies, brands and investors, and the projected direction
and market impacts of regulatory changes with respect to digital assets, are necessarily based upon estimates and assumptions that, while
considered reasonable by the Company and its management, are inherently uncertain.
Readers are cautioned
not to place undue reliance on these and other forward-looking statements contained herein.
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: the risk that the conditions to the closing of the NYIAX acquisition will not be satisfied or waived,
and that the transaction will not close at all; risks related to our ability to deploy our technologies and gain market share in the
global NIL and athlete monetization markets; the risk that Datavault AI will incorrectly anticipate market trends and/or fail to successfully
exploit business opportunities; the risk that regulatory changes with respect to digital assets may negatively impact the markets in
which Datavault AI operates, or fail to drive revenue growth to anticipated levels; changes in market demand for Datavault AI's services
and products; changes in economic, market, or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized
assets; risks associated with technological development and integration; 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, 2025 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 of
this press release 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
+
Edward Barger
VP, Investor
Relations
ebarger@dvlt.ai
Media Contact
Allan Wallace
marketing@dvlt.ai
