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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):
November 6, 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Chief Executive Officer and President
On November 6, 2026, the Board of Directors (the
“Board”) of Datavault AI Inc. (the “Company”) appointed Brett Moyer, previously the Company’s Chief
Financial Officer and a member of the Board, to serve as Chief Executive Officer and President of the Company, effective
immediately. In connection with his appointment, Mr. Moyer ceased serving as Chief Financial Officer of the Company.
Mr. Moyer, age 68, has served as Chief Financial Officer of the Company
since January 2025. Mr. Moyer previously served as President and Chief Executive Officer of the Company from August 2010 through December
31, 2024. Prior to joining the Company, Mr. Moyer served as President and Chief Executive Officer of Focus Enhancements, Inc. from 2002
to 2010.
There are no arrangements or understandings between Mr. Moyer and any
other person pursuant to which he was selected to serve as Chief Executive Officer and President. There are no family relationships between
Brett Moyer and any director or executive officer of the Company, and Mr. Moyer does not have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, there were no changes to Mr. Moyer’s
existing compensation or other employment arrangements.
Appointment
of Chief Financial Officer
On November 6, 2026, the Board appointed Stanley Mbugua, the Company’s
Chief Accounting Officer, to serve as Chief Financial Officer of the Company, effective immediately. In connection with his appointment,
Mr. Mbugua ceased serving as Chief Accounting Officer of the Company. Mr. Mbugua will serve as the Company’s principal financial
officer and will continue to serve as the Company’s principal accounting officer.
Mr. Mbugua, age 54, has served as Chief Accounting Officer of the Company
since November 2024 and previously served as Vice President of Finance of the Company beginning in September 2024. Prior to joining the
Company, Mr. Mbugua served as Chief Accounting Officer of Presto Automation, Inc. from March 2023 to September 2024 and as Chief Accounting
Officer of Skillz Inc. from September 2021 to March 2023.
There are no arrangements or understandings between Mr. Mbugua and
any other person pursuant to which he was selected to serve as Chief Financial Officer of the Company. There are no family relationships
between Mr. Mbugua and any director or executive officer of the Company, and Mr. Mbugua has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, there
were no changes to Mr. Mbugua’s existing compensation or other employment arrangements.
Appointment
of Chief Operating Officer
On November 6, 2026, the Board appointed Teresa Gallo to serve as Chief
Operating Officer of the Company, effective immediately.
Ms. Gallo, age 56, has served as Chief Executive Officer of NYIAX,
Inc. (“NYIAX”) since January 2024 and continued in that capacity following the Company’s acquisition of NYIAX in August
2026. Prior to joining NYIAX, Ms. Gallo founded a consulting firm that advised media and technology companies on data strategy, monetization
and digital marketplace transformation. She previously held senior executive positions at Interpublic Group of Companies, Inc., OpenX
and AOL.
There are no arrangements or understandings between Ms. Gallo and any
other person pursuant to which she was selected to serve as Chief Operating Officer. There are no family relationships between Ms. Gallo
and any director or executive officer of the Company. Except as described below, Ms. Gallo has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to that certain Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company, and NYIAX, Ms. Gallo is
entitled to receive shares of the Company’s common stock, par value $0.0001 per share, as earn-out consideration, as disclosed in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2026. The earn-out payment
is contingent upon the future performance of the Company and NYIAX, as set forth in the Merger Agreement.
In connection with Ms. Gallo’s appointment as Chief Operating
Officer, the Company expects to enter into a new employment agreement with Ms. Gallo, the terms of which have not yet been determined.
The Company also expects to enter into its standard form of indemnification agreement with Ms. Gallo.
Board Leadership
On November 6, 2026, the Board appointed Kimberly Briskey as Chair
of the Board, succeeding Mr. Moyer, Sri Peruvemba as Vice Chair of the Board, and Christopher R. Hardt as Chair of the Audit Committee,
succeeding Ms. Briskey. Mr. Moyer continues to serve as a member of the Board.
Item 7.01 Regulation FD Disclosure.
On November 6, 2026, the Company issued a press release
announcing the executive officer appointments described in Item 5.02 above and certain changes in the leadership of the Board and
its committees. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, 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 it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of Datavault AI Inc., dated November 6, 2026. |
| 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 6, 2026 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Brett Moyer |
| |
|
Name: |
Brett Moyer |
| |
|
Title: |
Chief Executive Officer and President |
Exhibit 99.1
Datavault AI
Board of Directors Appoints Brett Moyer as
Chief Executive Officer and President; Names Kimberly
Briskey Chair of the Board
Teri Gallo named
Chief Operating Officer, Stanley Mbugua named Chief Financial
Officer, Sri Peruvemba named Vice-Chair, and Christopher R. Hardt appointed
Chair
of the Audit Committee
The Company will
provide a business update and report third-quarter financial results on a date to be announced.
PHILADELPHIA,
PA – November 6, 2026 – Datavault AI Inc. (“Datavault” or the “Company”) (Nasdaq: DVLT),
today announced that its Board of Directors has appointed Brett Moyer as Chief Executive Officer and President, Kimberly Briskey as Chair
of the Board, Sri Peruvemba as Vice Chair of the Board, Teri Gallo as Chief Operating Officer, Stanley Mbugua as Chief Financial Officer
and Christopher R. Hardt as Chair of the Audit Committee, effective immediately. Mr. Moyer succeeds Nathaniel Bradley, who was removed
as Chief Executive Officer and President on November 1, 2026. Mr. Bradley remains a member of the Board. Sonia Choi, formerly
an executive with the Company, is no longer with the Company and is not authorized to act on its behalf.
“The Board
has acted to strengthen Datavault’s leadership and governance, sharpen accountability and focus the Company’s resources on
the opportunities that offer the clearest path to value for stockholders,” said Kimberly Briskey, Chair of the Board. “Brett,
Teri and Stanley bring the operational, commercial and financial expertise needed to drive execution and create long-term stockholder
value. The Board will remain actively engaged in evaluating the Company’s organizational structure and strategic priorities to
ensure alignment with these objectives.”
“I know this
Company, its people and its capabilities well, and I am confident in what lies ahead,” said Brett Moyer, Chief Executive Officer
and President of Datavault. “This leadership team will be transparent about our progress, accountable for our results and committed
to earning the confidence of our stockholders.”
Ms. Gallo
brings extensive experience building, transforming and scaling digital technology businesses. “Datavault has the technology, the
talent and market opportunity,” said Teri Gallo, Chief Operating Officer of Datavault. “My focus is turning that into growth.”
Mr. Mbugua
succeeds Mr. Moyer as Chief Financial Officer and will lead the Company's financial operations.
Ms. Briskey,
who previously served as Chair of the Audit Committee, will assume the role of Chair of the Board. Mr. Peruvemba, an existing director,
will serve as Vice Chair, bringing more than 35 years of technology industry leadership and expertise in global commercialization and
strategic partnerships. Mr. Hardt, a Certified Public Accountant and former PwC partner with extensive experience in financial reporting,
SEC compliance and corporate governance, will succeed Ms. Briskey as Chair of the Audit Committee. These appointments reinforce
the Board’s commitment to independent oversight, financial accountability and strong corporate governance.
Datavault will
report third-quarter 2026 results and share an update on the business on a date to be announced. Details on the earnings release and
any accompanying conference call or webcast will be announced separately.
About the Leadership
Team
Brett Moyer
– Chief Executive Officer and President
Mr. Moyer
brings decades of executive leadership experience across public companies and technology businesses. A founding member of WiSA Technologies,
he served as the Company’s President and Chief Executive Officer from August 2010 through December 2024, guiding its
development and operations prior to its acquisition of Data Vault Holdings Inc.’s assets. From January 2025 until his appointment
as Chief Executive Officer and President, he served as the Company's Chief Financial Officer, and he served as Chairman of the Board
until November 6, 2026. Previously, he served as President and Chief Executive Officer of Focus Enhancements, Inc., a developer
of proprietary video technology, from 2002 to 2010. Earlier in his career, he held senior leadership positions at Zenith Electronics,
including Vice President and General Manager of its Commercial Products Division.
Teri Gallo –
Chief Operating Officer
Ms. Gallo
has spent three decades building digital marketplaces and trading businesses at public companies and high-growth technology firms. At
Interpublic Group (“IPG”), she was a founding executive of Cadreon, IPG’s first global programmatic agency; Chief
Digital Officer of Orion, overseeing its digital trading and financial practice in 32 international markets; and Executive Vice President
of Global Marketplaces at Kinesso. She also held senior commercial and operational roles at OpenX and AOL and founded a consulting firm
that advised Fortune 100 media and emerging technology companies on digital markets transformation. An experienced leader in mergers,
acquisitions and integration, she has served as CEO of NYIAX since 2024, leading its global expansion, including two acquisitions and
its merger with Datavault.
Stanley Mbugua
– Chief Financial Officer
Mr. Mbugua
brings extensive financial leadership and public company accounting experience across the technology and semiconductor industries. Prior
to his appointment as Chief Financial Officer, he served as Datavault’s Vice President of Finance and Chief Accounting Officer.
Previously, he served as Chief Accounting Officer of Presto Automation, Inc., an artificial intelligence and automation technology
company, from March 2023 to August 2024, and as Chief Accounting Officer of Skillz, Inc., a mobile gaming platform, from
September 2021 to March 2023. From September 2017 to June 2021, he served as Chief Accounting Officer of Rimini Street, Inc.,
an enterprise software support and services company. Earlier in his career, Mr. Mbugua held senior financial leadership positions,
including Senior Director and Corporate Controller, at Lattice Semiconductor and Silicon Image. He is a Certified Public Accountant and
holds a bachelor’s degree from the University of Nairobi.
Kimberly Briskey
– Chair of the Board
Ms. Briskey
has served on Datavault’s Board of Directors since June 2024 and previously chaired its Audit Committee. She brings more than
15 years of financial leadership, strategic planning and operational management experience. Ms. Briskey has served as Chief Financial
Officer of Lemonaid SPV, Inc., overseeing financial strategy, accounting, financial reporting, internal controls and capital allocation.
Previously, she held senior finance leadership positions at SPARC Group LLC, including Brand Chief Financial Officer of Eddie Bauer,
where she oversaw financial operations for an approximately $800 million multichannel business. Earlier in her career, she held finance
leadership roles at Lucky Brand, Beyond Yoga, J Brand and GUESS?, Inc. Ms. Briskey holds a Bachelor of Science in Global Business
and Marketing from Arizona State University and a Professional Designation in Product Development from the Fashion Institute of Design
and Merchandising.
Sri Peruvemba
– Vice Chair of the Board
Mr. Peruvemba
is CEO of Marketer International Inc., a marketing services firm specializing in the global high-tech industry. Mr. Peruvemba previously
served as Chief Marketing Officer of E Ink Holdings, where he played a pivotal role in transforming the startup into a global ePaper
company valued at more than $1 billion. With over 35 years of experience in the technology industry, Mr. Peruvemba has been an influential
advocate in the advancement of electronic technologies. Mr. Peruvemba has also held senior level positions at Sharp Corp, Cambrios,
Novasentis, TFS Inc. and Planar Systems. Based in Silicon Valley, Mr. Peruvemba advises high tech firms in the U.S., Canada, and
Europe as well as serves on the boards of Azumo, Omniply, Smartkem and Visionect. Mr. Peruvemba holds a BS from R. V. College of
Engineering, Bangalore; an MBA from Barton School of Business, WSU; and a post-graduate diploma in management from Indira Gandhi National
University.
Christopher
R. Hardt – Chair of the Audit Committee
Mr. Hardt
brings extensive global financial and executive leadership experience, including senior positions at PricewaterhouseCoopers (PwC), service
as Chief Financial Officer of Abri Capital and board positions at NYIAX and Collective Audience. Throughout his career, he has advised
Fortune 100 companies, private equity-backed businesses and multinational organizations on financial reporting, corporate governance,
mergers and acquisitions, regulatory compliance and international expansion. During his tenure at PwC, he held senior leadership positions
across the United States, Europe and Asia, including serving as a partner in PwC’s National Office in New York, where he led Consumer
Markets SEC Services, and as a partner in PwC’s Japanese member firm in Tokyo. Mr. Hardt has advised boards, audit committees,
CEOs and CFOs on enterprise risk management, financial reporting, IPO readiness and corporate governance. He is a Certified Public
Accountant and holds a Bachelor of Arts degree from Furman University. He has completed executive education programs at INSEAD, IMD
and Duke University.
About Datavault
AI
Datavault AI Inc.
(Nasdaq: DVLT) verifies, values and tokenizes data and real-world assets for organizations and people. Its exchanges bring those assets
to market. Through its media, acoustic and live-event technologies and services, the Company powers how organizations reach and engage
customers across business and consumer channels. Its technologies are protected by a portfolio of issued patents, which the Company makes
available through licensing. Learn more 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 applicable securities laws. Forward-looking statements include statements that are not historical facts and may be identified
by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,”
“project,” “will,” “may,” “should,” “could,” “would,” “potential,”
“continue,” and similar expressions.
Forward-looking
statements in this release include, without limitation, statements regarding the anticipated responsibilities and contributions of the
Company's newly appointed executives; the expected benefits of the leadership changes and the transition of executive responsibilities;
the Company's plans to strengthen operational performance, financial management, and organizational effectiveness; the Board's evaluation
of the Company's organizational structure, strategic priorities and business lines; the development and commercialization of its technologies
and digital asset infrastructure; the expansion of commercial relationships and revenue-generating opportunities; strategic priorities;
future financial performance; and the Company's ability to achieve sustainable growth and create long-term stockholder value. Statements
concerning the anticipated timing of the Company's third-quarter 2026 earnings announcement and management's planned discussion of financial
performance, strategic priorities, and operational matters are also forward-looking.
These forward-looking
statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including
risks associated with changes in executive leadership and Board composition, including any disputes, claims or litigation relating to
the removal or departure of former officers or employees; the Company's ability to retain qualified management personnel; potential disruptions
to business operations; the restatement of previously issued financial statements and the timing of the Company’s periodic filings;
the outcome of pending and potential legal proceedings; integration of acquired businesses; the Company's ability to maintain the listing
of its common stock on Nasdaq, including compliance with the minimum bid price requirement, and the timing and effect of any reverse
stock split; the Company's ability to exit, renegotiate or restructure existing commercial arrangements on acceptable terms; the Company's
ability to execute its business strategy, commercialize its technologies, generate revenue, maintain strategic relationships, manage
liquidity and capital requirements; the Company's ability to execute its business strategy, commercialize its technologies, generate
revenue, maintain strategic relationships, manage liquidity and capital requirements, and comply with applicable regulatory and Nasdaq
listing requirements. Additional risks are described in the Company's filings with the Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and subsequent filings.
Forward-looking
statements speak only as of the date of this release. Datavault undertakes no obligation to update or revise any forward-looking statements,
except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements.
Contacts
Media Contact
marketing@dvlt.ai
Investor Contact
Edward Barger
Vice President, Investor Relations
ir@dvlt.ai
