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2025-11-24
2025-11-24
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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): November 24, 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.) |
|
One Commerce Square, 24th Floor
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.
Securities Purchase Agreement
As previously disclosed, on September 25, 2025,
Datavault AI Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Scilex Holding Company, a Delaware corporation (the “Purchaser”), pursuant to which the Purchaser agreed
to purchase from the Company in a registered offering, (a) 15,000,000 shares (the “Shares”) of common stock of the Company,
par value $0.0001 per share (“Common Stock”), and (b) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase
263,914,094 shares (the “Pre-Funded Warrant Shares”) of Common Stock, for an aggregate purchase price of $150,000,000 in the
native currency of the Bitcoin blockchain (“BTC”), which was valued at the spot exchange rate for BTC as published by Coinbase.com
at 8:00 p.m. (New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025. The closing
with respect to the Shares took place on September 26, 2025 (the “Initial Closing Date”).
On November 25, 2025,
pursuant to the Purchase Agreement and following the approval of the Company’s stockholders at the Annual Meeting (as defined below)
with respect to the issuance of the Pre-Funded Warrant Shares, the Company received payment of the purchase price for the Pre-Funded Warrant
in BTC, and issued the Pre-Funded Warrant to the Purchaser. Upon issuance of the Pre-Funded Warrant, the Purchaser immediately exercised
the Pre-Funded Warrant for all of the Pre-Funded Warrant Shares.
The Pre-Funded Warrant
and the Pre-Funded Warrant Shares were offered and sold by the Company pursuant to a registration statement on Form S-3 (File No. 333-288538),
which was initially filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2025, and was declared effective
by the SEC on July 9, 2025.
The foregoing descriptions
of the Purchase Agreement and the Pre-Funded Warrant are not complete and are qualified in their entirety by reference to the full text
of such documents, copies of which are attached as exhibits to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated
herein by reference.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
The disclosure required
by this Item in connection with the closing with respect to the Pre-Funded Warrant pursuant to the Purchase Agreement and included in
Item 1.01 of this Form 8-K is incorporated herein by reference.
As previously disclosed,
on November 3, 2025, the Company and the Purchaser entered into a License Agreement (the “License Agreement”). The terms of
the License Agreement were summarized in, and a copy thereof was attached to, the Company’s Current Report on Form 8-K filed with
the SEC on November 5, 2025.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 24, 2025,
at the Annual Meeting, the stockholders of the Company voted to approve an amendment to the Company’s certificate of incorporation,
as amended (“Certificate of Incorporation”), to increase the number of authorized shares of capital stock that the Company
may issue from 320,000,000 shares to 2,020,000,000 shares, of which 2,000,000,000 shares are classified as common stock, par value $0.0001
per share (the “Charter Amendment”), which was filed with the Secretary of State of the State of Delaware the same day.
The foregoing summary of the Charter Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
On November 24, 2025, the Company held its 2025 annual meeting of stockholders
(the “Annual Meeting”). Set forth below are the proposals that were voted on at the Annual Meeting and the stockholder votes
on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail
in the definitive proxy statement filed by the Company with the SEC on October 27, 2025 (the “Proxy Statement”).
As of the close of business
on September 26, 2025, the record date for the Annual Meeting, there were an aggregate of 186,842,741 shares of Common Stock issued,
outstanding and entitled to vote. Stockholders holding an aggregate of 85,796,677 shares of Common Stock were present at the Annual
Meeting, in person or represented by proxy, which constituted a quorum.
Proposal 1 – The nine (9) nominees
named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2026
annual meeting of stockholders and until each of their respective successors are elected and qualified or until each of their earlier
resignation or removal. The final voting results with respect to the election of each such nominee were as follows:
| Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
|
| Nathaniel Bradley |
|
64,554,073 |
|
699,167 |
|
20,543,437 |
|
| Brett Moyer |
|
64,621,660 |
|
631,850 |
|
20,543,167 |
|
| Kimberly Briskey |
|
64,572,549 |
|
680,691 |
|
20,543,437 |
|
| Dr. Jeffrey M. Gilbert |
|
64,638,633 |
|
614,607 |
|
20,543,437 |
|
| David Howitt |
|
64,635,364 |
|
617,886 |
|
20,543,427 |
|
| Helge Kristensen |
|
64,579,124 |
|
674,116 |
|
20,543,437 |
|
| Sriram Peruvemba |
|
64,631,063 |
|
622,177 |
|
20,543,437 |
|
| Robert Tobias |
|
64,680,472 |
|
572,768 |
|
20,543,437 |
|
| Wendy Wilson |
|
64,574,944 |
|
678,296 |
|
20,543,437 |
|
Proposal 2 – The appointment
of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified
by the Company’s stockholders at the Annual Meeting. The final voting results were as follows:
| For |
|
Against |
|
Abstain |
| 85,095,370 |
|
437,174 |
|
264,132 |
Proposal 3 – The approval of
an amendment to the Certificate of Incorporation to increase the Company’s authorized shares of capital stock from 320,000,000 shares
to 2,020,000,000 shares, of which 2,000,000,000 shares would be Common Stock, was approved by the Company’s stockholders at the
Annual Meeting. The final voting results were as follows:
| For |
|
Against |
|
Abstain |
| 75,919,893 |
|
8,712,491 |
|
1,164,293 |
Proposal 4 – For purposes of
Rule 5635(a) and Rule 5635(b) of The Nasdaq Stock Market LLC, the issuance of 20% or more of outstanding shares of Common Stock issuable
upon exercise of the Pre-Funded Warrant by the Purchaser was approved by the Company’s stockholders at the Annual Meeting. The final
voting results were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 60,700,898 |
|
2,011,744 |
|
280,188 |
|
22,803,847 |
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 24, 2025. |
| 4.1 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025). |
| 10.1 |
|
Securities Purchase Agreement between Datavault AI Inc. and Scilex Holding Company, dated September 25, 2025 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 26, 2025 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
