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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): August 19, 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 LLC, a wholly owned subsidiary of the Company (“Merger Sub”), and WDT, LLC, a Wyoming
limited liability company (“WDT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated
August 19, 2026. WDT is the parent company of Wyoming Deposit & Transfer Corp., d/b/a BankWyse (“BankWyse”),
a Wyoming special purpose depository institution ("SPDI") charter holder. Pursuant to the provisions of the Merger Agreement,
on the closing date (the “Closing Date”), (i) WDT will merge with and into Merger Sub (the “Merger”), the
separate corporate existence of WDT will cease and Merger Sub will continue as the surviving company and a wholly owned subsidiary of
the Company, and (ii) the Company will pay to WDT equity holders aggregate consideration valued at approximately $22.0 million, consisting
of approximately $14.66 million in shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and $7.34 million in cash, subject to adjustment as set forth in the Merger Agreement.
The Merger Agreement
also provides for contingent additional consideration of up to $10.0 million. Subject to the terms and conditions of the Merger Agreement,
the Company will be required to pay (i) $5.0 million, payable 50% in cash and 50% in shares of Common Stock, upon BankWyse obtaining
regulatory authorization to commence customer-facing operations under its Wyoming SPDI charter, and (ii) an additional $5.0 million,
payable 50% in cash and 50% in shares of Common Stock, upon the achievement of specified revenue targets.
The Merger Agreement
provides that Public Company will pay up to $3.0 million of specified Closing Liabilities (as defined in the Merger Agreement) of WDT
and its subsidiaries at or prior to the Closing Date and will assume up to $3.5 million of specified Assumed Liabilities (as defined in
the Merger Agreement), which are required to be paid within ninety (90) days following the Closing Date.
Pursuant to the Merger
Agreement, the Company has also agreed to provide an aggregate of $35.0 million of funding to BankWyse to support capitalization, regulatory
compliance, operational readiness and related purposes. The funding includes $5.0 million to be funded on the Closing Date and an additional
$30.0 million to be funded following the Closing Date in accordance with a funding schedule set forth in the Merger Agreement.
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 equity holders of WDT, each issued and outstanding unit of membership interests of WDT (the “WDT Membership
Interests”), other than any units of WDT Membership Interests held in the treasury of WDT, will be converted into the right to receive
(i) a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement), and (ii) an amount
in cash equal to $7,340,000 divided by the Merger Partner Fully Diluted Share Number (as defined in the Merger Agreement).
The Merger Agreement
also provides for post-closing governance arrangements pursuant to which certain existing WDT and BankWyse managers, directors and officers
will continue in their respective roles, and the Company will have the right to designate two additional managers of the surviving company
and two additional directors of BankWyse following receipt of applicable regulatory approvals.
The Merger Agreement
contains representations and warranties from both the Company and Merger Sub, on the one hand, and WDT, 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 WDT, BankWyse 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, including the receipt of the approval, consent
or written non-objection of the Wyoming Division of Banking with respect to the change of control of BankWyse contemplated by the Merger.
WDT 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 WDT, 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 managers
of WDT (the “WDT 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 WDT 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, 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
five (5) business days following the Closing Date, covering the resale of the shares of Common Stock issued as merger consideration
pursuant to the 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 Merger Agreement also provides for additional registration rights with respect to the remaining
merger consideration shares and any earn-out shares that may become issuable pursuant to the Merger Agreement.
The Merger Agreement
contains customary termination rights for both the Company and Merger Sub, on the one hand, and WDT, on the other hand, including, among
others, for failure to consummate the Merger by September 30, 2026, subject to extension in certain circumstances described in 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 shares of Common
Stock issuable as 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 securities will be 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 August 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 August 19, 2026, by and among Datavault AI Inc., DVLT Merger Sub LLC and WDT, LLC |
| 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: August 19, 2026 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Datavault AI Agrees to Acquire BankWyse Subject
to Regulatory Approval and Customary Closing Conditions
PHILADELPHIA, PA – August 19, 2026 –
Datavault AI Inc. (“Datavault AI” or the “Company”) (NASDAQ: DVLT), an Artificial Intelligence Platform (“AIP”)
company providing data monetization, credentialing, digital engagement, real-world asset (“RWA”) tokenization and spatial
audio technologies, today announced that it has signed a definitive agreement to acquire BankWyse subject to regulatory approval and customary
closing conditions. This acquisition adds the final piece to Datavault AI’s data monetization ecosystem.
BankWyse operates under a Special Purpose Depository
Institution charter granted by the state of Wyoming - generally viewed as the most innovative and digital asset advanced state in the
U.S. They will provide custodial, commercial banking and other services in a safe and compliant manner.
Over the last few years, Datavault AI has been
creating the building blocks to fully service the digital asset ecosystem by leveraging and implementing cutting-edge technologies such
as AI to offer state-of-the-art platforms and sevices that are safe and compliant. Customers will bring us their data and Real-World Assets.
Those assets will be valued and tokenized, and will be held in custody, and when conditions are right, sold on our exchanges. Our exchange
customers will be offered the opportunity to buy and sell these tokenized assets on our exchanges and also be able to utilize the full
suite of banking services. This end-to-end data monetization ecosystem will eliminate the friction and fractualization prevalent in the
market today.
About BankWyse
BankWyse, is a Cheyenne, Wyoming institution that
holds a Wyoming state bank charter as a Special Purpose Depository Institution, integrating qualified custody with a commercial banking
platform for interoperability across digital assets and fiat currencies. As a fully-reserved depository institution, the fiat deposits
held by BankWyse are not required to be insured by the FDIC.
About Datavault AI
Datavault AI Inc. (Nasdaq: DVLT) is an Artificial
Intelligence Platform (“AIP”) company focused on transforming data and real-world assets into intelligent, secure and monetizable
digital assets. The Company’s integrated platform combines artificial intelligence, an AI-driven inference layer, data valuation,
tokenization, cybersecurity, high-performance computing and exchange technologies to support the lifecycle of data and digital assets—from
identification and valuation through tokenization, commercialization and monetization.
Datavault AI operates through two synergistic
divisions: Data Science and Acoustic Science. The Data Science division includes the Company’s patented Data Vault®, DataValue®,
and DataScore® technologies, together with its cybersecurity, tokenization and exchange capabilities. The Acoustic Science division
includes WiSA®, ADIO® and related spatial audio and data-over-sound technologies, as well as the Company’s events and experiential
media businesses, including CompuSystems, Inc., operated under the Event Citadel brand, and API Media Innovations Inc.
Together, these capabilities form an integrated
AI platform designed to connect data, intelligence, value and markets, enabling enterprises, institutions and asset owners to identify,
protect, value and monetize data and real-world assets.
The Company is headquartered in Philadelphia,
PA. For more information, visit www.dvlt.ai. Investor information is available at ir.datavaultsite.com. Technology news
and insights are published at dvlt.ai/insights.
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 the expected
benefits of the completed acquisition of BankWyse and the integration of that institution; the continuation of the Wyoming Special Purpose
Depository Institution charter following the change of control; the expected role and continued service of the institution’s management;
the intended integration of the Company’s software suite with a chartered banking institution; and the expected operational, technical
and commercial outcomes of the Company’s strategy, are necessarily based upon estimates and assumptions that, while considered
reasonable by Datavault AI 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 acquired institution
is not integrated on the expected timeline or does not perform as anticipated; the risk that the change of control triggers regulatory
review, conditions, or a lapse of the Wyoming SPDI charter; the risk that the data bank account is delayed, materially modified, or never
offered, or that it is determined to require licensing or registration the Company does not hold; risks relating to evolving federal
and state regulation of digital assets, custody, and deposit-taking; the risk that fiat deposits at a Special Purpose Depository Institution
are not FDIC insured; the risk that the consideration is funded in a manner that dilutes existing stockholders; risks relating to the
accuracy of third-party market estimates cited herein; the availability of financing; changes in economic, market, or regulatory conditions;
risks associated with technological development and integration; and other risks and uncertainties as more fully described in Datavault
AI’s filings with the U.S. Securities and Exchange Commission (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 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.
Trademarks, Trade Names, Service Marks and
Copyrights
We own or have rights to use various trademarks,
tradenames, service marks and copyrights, which are protected under applicable intellectual property laws. This press release also contains
trademarks, tradenames, service marks and copyrights of other companies, which are, to our knowledge, the property of their respective
owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this press release may appear
without the ©, ®, and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the
fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks
and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks or copyrights to imply,
and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.
Media Contact:
marketing@dvlt.ai
Investor Contact:
Edward Barger
VP, Investor Relations
ebarger@dvlt.ai | ir@dvlt.ai
