Datavault AI Inc 8-K Filings

Datavault AI Inc. (DVLT) completed the previously announced acquisition of NYIAX, Inc. through a reverse triangular merger, making NYIAX a wholly owned subsidiary. At closing on August 18, 2026, Datavault AI issued 74,800,629 shares of common stock as stock merger consideration and paid approximately $494,859.29 in cash to NYIAX stockholders who qualified as unaccredited investors. Each NYIAX common share was converted into Datavault AI common stock at an exchange ratio of about 1.41 shares, with unaccredited investors receiving cash instead of stock.

The shares issued as merger consideration were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D. Datavault AI agreed to file a resale registration statement on Form S-3 (or Form S-1) within 30 days of closing to cover all merger consideration shares. Within 30 days, Datavault AI will also add two NYIAX-designated directors to its board, and certain NYIAX employees are expected to finalize new employment, severance waivers, and indemnification agreements by August 27, 2026.

NYIAX contributes institutional-grade exchange technology, blockchain settlement infrastructure, and four issued U.S. patents covering electronic continuous trading of variant inventories, which Datavault AI plans to use across multiple tokenized asset exchanges. Datavault AI disclosed a forward-looking full-year 2026 revenue target of at least $200 million and highlighted planned launches and relaunches of several exchange platforms, while cautioning that these objectives are subject to significant risks and uncertainties.

Datavault AI Inc. (DVLT) entered into a definitive Merger Agreement to acquire WDT, LLC, parent of Wyoming Deposit & Transfer Corp. d/b/a BankWyse, for aggregate consideration valued at approximately $22.0 million, consisting of about $14.66 million in common stock and $7.34 million in cash, plus up to $10.0 million in contingent earn-out payments tied to regulatory and revenue milestones. BankWyse holds a Wyoming Special Purpose Depository Institution charter.

DVLT will also pay up to $3.0 million of specified closing liabilities, assume up to $3.5 million of additional liabilities, and provide $35.0 million of funding to BankWyse (including $5.0 million at closing and $30.0 million post-closing) for capitalization and operational readiness. Completion of the merger is subject to customary closing conditions, including Wyoming Division of Banking approval for the change of control, and the agreement may be terminated if the transaction is not completed by September 30, 2026, subject to specified extensions.

Datavault AI Inc. (DVLT) reported very strong top-line growth alongside substantial losses for the quarter ended June 30, 2026. Q2 2026 revenue was $6.7 million, up 287% from $1.7 million in Q2 2025, driven by live event production, consumer audio, related-party sales and new patent licensing revenue.

Gross profit improved to $2.9 million from essentially breakeven a year ago, but heavy spending on research and development, sales and marketing, and general and administrative functions brought total operating expenses to $29.3 million, resulting in an operating loss of $26.5 million. Below the line, Datavault AI recorded a $56.4 million impairment on non-marketable securities and an $8.1 million loss on crypto assets, leading to a net loss of $88.0 million for Q2 2026.

For the first half of 2026, revenue was $10.1 million and the net loss was $141.2 million. On the balance sheet, total assets were $276.6 million, including $49.0 million of crypto assets, and stockholders’ equity was $245.9 million. The company reiterated its full-year 2026 revenue target of at least $200 million and highlighted progress on its integrated AI-driven data monetization and tokenization ecosystem, including SanQtum edge infrastructure and the planned Project Qestrel $QEST utility token program.

Datavault AI Inc. (DVLT) entered into a financing transaction with Streeterville Capital, LLC, issuing an unsecured convertible promissory note for $25,030,000 principal and 15,000,000 pre-delivery common shares for aggregate proceeds of $25,001,500. The note bears 8% interest and matures in 30 months, with a fixed conversion price of $1.55 per share initially and, later, a conversion price based on 92% of the lowest 7-day VWAP in specified periods, plus make-whole interest to maturity.

The investor also received a Reinvestment Right to purchase up to an additional $25,000,000 of similar notes within 12 months, with additional pre-delivery shares bringing its holdings to 4.99% of outstanding common stock on each exercise. Datavault reserved 300,000,000 common shares for conversions and agreed to increase this as needed, subject to a 9.99% beneficial ownership cap and the Nasdaq Exchange Cap under Listing Rule 5635(d), pending stockholder approval.

A Voting Agreement with certain major stockholders commits their shares to support stockholder approval of issuances above the Exchange Cap and the transaction documents, and grants the investor irrevocable proxies if they fail to vote accordingly, with $25,000,000 liquidated damages payable by a non-complying major stockholder.

Datavault AI Inc. entered into an Arrangement Agreement to acquire all issued and outstanding common shares of CyberCatch Holdings, Inc. through a court-approved plan of arrangement under British Columbia law. At closing, each CyberCatch share will be purchased for US$3.22 in cash. All outstanding CyberCatch options will be cancelled for cash equal to US$3.22 minus the option exercise price, if positive, and all CyberCatch warrants will be cancelled for no consideration.

Datavault AI agreed to provide CyberCatch a secured Bridge Loan of US$500,000, bearing 5% annual interest, maturing on the earlier of deal closing, an event of default, or 30 Business Days after any termination of the agreement. Closing is subject to court orders, required CyberCatch securityholder approval, TSX Venture Exchange acceptance, key regulatory approvals, absence of a material adverse effect on CyberCatch, limited dissent rights, and execution of employment agreements with key employees. If the agreement is terminated in specified circumstances, CyberCatch must pay a Termination Fee of US$4,016,250 and may also reimburse up to US$1,000,000 of Datavault AI’s expenses. Supporting CyberCatch shareholders holding about 20% of the shares have agreed to vote in favor of the transaction.

Datavault AI Inc. entered into a July 29, 2026 letter agreement with EOS Technology Holdings Inc. that lets EOS elect to receive all or part of its earnout payments under a December 31, 2024 Earnout Agreement in shares of common stock instead of cash.

The share count equals the elected earnout amount divided by the five-day volume-weighted average price of the stock, with a fixed price of $0.61 per share for the earnout period ended December 31, 2025, and is capped at 19.99% of shares outstanding unless stockholders approve a higher cap. Datavault must file SEC registration statements to permit resale of these shares within set deadlines or EOS can require share cancellation and cash payment. The issuance relies on the Section 4(a)(2) exemption, and CEO Nathaniel Bradley also leads EOS, so related-party and indirect beneficial ownership effects are highlighted.

Datavault AI Inc. entered into a Letter Agreement with EOS Technology Holdings Inc. that lets EOS Holdings elect to receive all or part of future earnout payments in Datavault common stock instead of cash. Shares issued will generally be priced using the volume-weighted average price over five trading days before the payment due date, with a fixed price of $0.61 per share for the earnout period ended December 31, 2025.

The total stock issuances under this arrangement are capped at 19.99% of Datavault’s outstanding common shares as of the agreement date, unless stockholders later approve a higher cap or another Nasdaq exception applies; any excess earnout must be paid in cash. Datavault will file resale registration statements for these shares within 14 days of each closing, and if a registration is not effective within 90 days, EOS Holdings can have the shares cancelled and the corresponding earnout paid in cash. The company notes that Nathaniel Bradley, described as its Chief Executive Officer and director, also leads EOS Holdings, and that changes in his indirect ownership may stem from pro rata distributions by EOS Holdings.

Datavault AI Inc. entered into a Guarantee Bridge Loan Agreement dated July 17, 2026, in connection with its planned merger with NYIAX, Inc. Abri Capital LTD will provide NYIAX with a short-term bridge loan facility of up to $833,333, and Datavault AI acts as guarantor.

The commitment carries a 10% original issue discount on each advance and bears 13% annual interest, increasing to 18% annually on amounts due if the guarantor fails to pay or perform or upon an Event of Default. Proceeds are designated for merger-related transaction expenses, legal and regulatory costs, employee obligations, and working capital required to complete the merger.

The outstanding principal and accrued interest are due by September 11, 2026, but the entire balance, including all accrued interest, becomes immediately due and payable upon closing of the merger and must be fully repaid within three days after closing. The agreement includes customary conditions to funding, representations, warranties, covenants, indemnities, and events of default, and creates a guaranteed financial obligation for Datavault AI related to financing the NYIAX transaction.

Datavault AI Inc. appointed CBIZ CPAs P.C. as its independent registered public accounting firm for the quarter ended June 30, 2026, the quarter ending September 30, 2026, and the fiscal year ending December 31, 2026.

The company states it had not consulted CBIZ on accounting or auditing matters during its two most recent fiscal years or the subsequent interim period and reports no disagreements or “reportable events” as described in Regulation S-K. A press release describing the appointment is furnished as Exhibit 99.1.

Datavault AI Inc. reported signing a binding term sheet with Scilex Holding Company for Scilex’s proposed purchase of 837 Bitcoin (BTC) held in a Biconomy wallet for a total purchase price of $50 million.

Scilex is expected to pay $30 million initially, with the remaining $20 million in quarterly installments starting in the fourth quarter of 2026 and ending on December 31, 2028. Scilex may pay in cash, Scilex common stock, publicly traded securities of its subsidiaries, or a combination, at its discretion.

The deal remains subject to negotiation and execution of a definitive agreement, customary closing conditions, approvals, and other factors, and there is no assurance the transaction will be completed on these terms or at all.

Datavault AI Inc. filed a prospectus supplement to register warrants to purchase up to 2,727,272 shares of common stock and the shares issuable upon exercise. These “Participation Warrants” were issued to Maxim Group LLC under a May 26, 2026 letter agreement that settles certain matters and reflects Maxim’s waiver of a prior participation right tied to a May 5, 2026 offering of 109,090,910 shares.

In return, Datavault AI agreed to pay Maxim a $1,050,000 cash fee, appoint Maxim as co-sales agent for the company’s next at-the-market offering with a 3% fee on gross proceeds, and include Maxim as dealer manager or sales agent in related filings. The Participation Warrants match the terms of prior placement agent warrants, with a $0.6325 exercise price and a five-year term from the May 3, 2026 prospectus supplement date. The company also filed a legal opinion from Paul Hastings LLP on the validity of these warrants and the underlying shares.

Datavault AI Inc. reports that its independent auditor, BPM LLP, resigned effective June 15, 2026. The company is selecting a new independent registered public accounting firm and will disclose the engagement once that process is complete.

The company states that BPM’s audit reports on the consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. It also reports no disagreements with BPM on accounting principles, financial statement disclosure, or audit scope, and no reportable events under Item 304 of Regulation S-K during those periods and through June 15, 2026.

Datavault AI Inc. entered into a non-binding term sheet for a potential $2.0 billion structured financing transaction with an institutional Counterparty. The deal is expected to be split into four tranches of up to $500 million each, with Datavault potentially issuing shares at $1.55 to $2.00 per share in exchange for preferred units in a fixed income investment vehicle valued at about $2.0 billion. Datavault has a binding obligation to make a non-refundable $25.0 million payment by June 4, 2026, funded from bitcoin sales and receivables, and similar $25.0 million fees are contemplated for each additional tranche. The Counterparty would gain board nomination rights with each tranche and, after the final tranche, sufficient voting power to elect a majority of directors, implying potential issuance of shares representing more than 50% of current voting capital stock. The term sheet is highly conditional, requiring due diligence, definitive agreements, shareholder and regulatory approvals, a charter amendment to increase authorized shares, and a fairness opinion, and may be terminated by either party.

Datavault AI Inc. reported a sharp jump in activity and continued heavy investment in its Q1 2026 update. Revenue for the quarter ended March 31, 2026 was $3.4 million, up 443% from $0.6 million a year earlier, mainly from the CompuSystems acquisition, but gross margin fell to 3%.

Operating expenses rose significantly as the company ramped AI infrastructure and go-to-market efforts, leading to a net loss of $53.1 million and Adjusted EBITDA of negative $25.8 million. Management highlighted more than $800 million in tokenization contracts, nearly $100 million of expected 2026 fees, and reiterated a 2026 revenue target of at least $200 million.

The update details a quantum-ready distributed GPU edge network expected to reach about 100 U.S. cities and a binding term sheet for a $120 million cash contribution and revenue participation agreement with Scilex Holding Company. Datavault also closed a $60 million registered direct offering, signed a $150 million-plus GoldVault tokenization program, and entered a binding LOI to acquire CyberCatch to embed AI-driven cyber risk mitigation into its SanQtum-secured platform.

Datavault AI Inc. entered into a Securities Purchase Agreement for a registered direct offering of 109,090,910 shares of common stock at $0.55 per share, generating approximately $60.0 million in gross proceeds before fees and expenses.

The company plans to use the net proceeds mainly to deploy its quantum-ready GPU edge network, including build-out and equipment, and for working capital and general corporate purposes. The closing is expected on or about May 5, 2026, subject to customary conditions.

Titan Partners Group, a division of American Capital Partners, is acting as sole placement agent and will receive a $4.2 million cash fee and warrants to purchase up to 5,454,545 shares at $0.6325 per share, exercisable for five years.

Datavault AI Inc. has entered into a binding term sheet with Scilex Holding Company for a proposed $120,000,000 upfront cash contribution, payable in multiple closings by December 31, 2026. Datavault AI plans to use this capital exclusively to deploy a quantum-ready GPU edge network across an estimated 100 U.S. cities, covering build-out, equipment, working capital, and directly related overhead.

In return, Datavault AI would share a portion of gross revenues from this Quantum-Ready Edge Network with Scilex: 30% of network revenues until cumulative payments reach $250,000,000, then 15% until combined payments reach $1,200,000,000, and thereafter 5% for the remaining lifetime of the GPUs funded. The arrangement is not yet definitive and remains subject to negotiation of final agreements, customary closing conditions, board approvals, and operational and financial milestones. The company cautions that the transaction may not close on the described terms or at all and acknowledges potential disputes, costs, and liquidity impacts if the deal is not finalized.

Datavault AI Inc. entered into a Subscription Agreement with Vivasor, Inc. under which Datavault will acquire 8,163,265 shares of Vivasor’s Series A Common Stock at $6.125 per share, for aggregate consideration of $50 million.

The $50 million purchase price will be paid entirely in non-cash consideration by issuing 75,942,666 shares of Datavault common stock to Vivasor at closing. Datavault also filed a prospectus supplement to an effective Form S-3 shelf registration statement to register these Datavault shares and filed a related legal opinion and the Subscription Agreement as exhibits.

Datavault AI Inc. is proceeding with a previously declared special dividend of Josh Gibson Coin digital tokens to eligible holders of its common stock, certain warrants and equity awards as of the March 9, 2026 record date. Each eligible holder is entitled to one Gibson Coin for every Datavault common share held or underlying qualifying securities.

The dividend is scheduled to be paid beginning on April 30, 2026, although the board may change the record or payment dates or revoke the distribution. To receive tokens, holders must open a Datavault digital wallet, complete an Opt-In Agreement via the Josh Gibson Coin website, and satisfy verification steps, particularly for shares held in street name.

The Gibson Coin is described as a non-investment digital collectible without equity, voting or dividend rights. An independent valuation set its fair market value at $0.000084 per coin as of March 26, 2026, assuming illiquidity through the payment date, and Datavault expects trading to be available on its Information Data Exchange in the second quarter of 2026. Extensive risk factors highlight volatility, regulatory uncertainty, cybersecurity risks, lack of insurance and tax complexities for recipients.

Datavault AI Inc. entered into a definitive Agreement and Plan of Merger to acquire NYIAX, Inc. in an all‑stock transaction. At closing, Datavault AI will issue 78,947,368 shares of common stock as merger consideration, with cash paid instead to NYIAX stockholders who are unaccredited investors.

If Datavault AI effects or announces a reverse stock split within 120 days of signing, NYIAX equity holders will receive an additional 10,000,000 shares. If, within 12 months after closing, the combined company signs an approved Trading Market Transaction, NYIAX holders will be entitled to 13,000,000 earn‑out shares, subject to up to 5,000,000 shares of potential reduction under a special indemnity.

All merger consideration will be issued as unregistered securities under Section 4(a)(2) and Rule 506 of Regulation D, and Datavault AI has agreed to file a resale registration statement within 30 days after closing. Two NYIAX‑nominated directors will join Datavault AI’s board at closing. The companies highlighted the strategic fit between Datavault AI’s AI‑driven data monetization platform and NYIAX’s blockchain‑enabled trading infrastructure.

Datavault AI Inc. reported its first-ever profitable quarter alongside record growth for 2025. For Q4 2025, revenue reached $33.8 million, up 3,650% year over year, generating operating profit of $4.2 million and net profit of $661 thousand.

Full-year 2025 revenue rose to $39.1 million from $2.67 million, with gross profit of $30 million and a sharply higher gross margin of 78% versus 14% in 2024. Despite this, Datavault AI recorded a full-year net loss of $79.0 million as operating expenses and financing-related items remained high.

The company reiterated its $200 million full-year 2026 revenue target and highlighted what it describes as its strongest balance sheet to date, including approximately $142.9 million in current assets, $26.9 million in current liabilities, no long‑term debt, and significant crypto assets on the balance sheet.

Datavault AI Inc. registered Warrants to purchase up to 9,723,244 shares of common stock and up to 9,723,244 underlying shares under its shelf registration. The company issued a dividend of Warrants on February 27, 2026, granting one Warrant for every 60 eligible shares held as of January 7, 2026, with holders of fewer than 60 shares receiving none.

Each Warrant allows the purchase of one share at an exercise price of $5.00 for one year after the distribution date, subject to adjustment for corporate actions. To exercise, holders must own one Dream Bowl Meme Coin II token per Warrant in a Datavault digital wallet. Datavault also reduced the maximum amount available under its equity distribution agreement from $50,000,000 to $33,383,781 to accommodate the registered Warrants and Warrant Shares.

Datavault AI Inc. disclosed that Nasdaq has notified the company its common stock no longer meets the $1.00 per share minimum bid price requirement after trading below that level for 30 consecutive business days. The notice does not immediately affect the stock’s listing on The Nasdaq Capital Market.

Datavault has 180 calendar days, until August 24, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days. If still noncompliant, it may qualify for an additional 180-day period, potentially including actions such as a reverse stock split. The company warns there is no assurance it will regain or maintain Nasdaq listing compliance.

Datavault AI Inc. filed an update explaining that its board has changed the distribution date for two previously announced dividends: warrants to purchase common stock and Dream Bowl Meme Coin II tokens. Both distributions are now scheduled for February 27, 2026.

The record date for eligible equity holders remains January 7, 2026. The board retains the right to change the record or distribution dates or revoke the dividends entirely before the new distribution date. Datavault AI intends to file a prospectus supplement to register the warrant distribution for no consideration and the issuance of the common stock underlying those warrants.

Datavault AI Inc. updated its preliminary, unaudited 2025 results, now estimating full-year revenue of $38–$40 million, sharply higher than the $2.7 million reported for 2024. The company said this reflects roughly 1,300% year-over-year growth driven by customer tech-licensing fees and its Data Science Group’s tokenization and monetization services.

Datavault also noted that the new range exceeds its prior 2025 revenue estimate of $30 million by up to 33%, with a midpoint increase of about 30%. Looking ahead, the company reaffirmed its anticipated 2026 revenue of $200 million, which would represent a year-over-year increase of about 400%–440% if achieved. Management plans to file audited 2025 financials with the SEC next month and emphasized that current figures are preliminary and unaudited, so actual results may differ materially.

Datavault AI Inc. is moving ahead with a previously declared warrant dividend and has changed the distribution date for these warrants to February 23, 2026, while keeping the record date at January 7, 2026. Eligible holders of Datavault common stock and certain other equity securities as of the record date will receive one warrant for every 60 shares (or common stock equivalents), rounded down, with no cash consideration required for the distribution.

Each warrant allows the holder to buy one share of common stock at an exercise price of $5.00 per share, adjustable for stock splits and similar events, and is exercisable from the distribution date until the one-year anniversary of that date. Datavault expects to issue approximately 9,723,486 warrants; if all are exercised for cash, the company would receive gross proceeds of $48,617,430. Exercising a warrant requires the beneficial owner to hold one Dream Bowl Meme Coin II token per warrant in a digital wallet within a Datavault account, subject to verification.

The warrants will not be listed on any exchange, will not trade publicly, and will carry transfer restrictions, though they can be transferred in limited situations such as gifts to immediate family. The board of directors retains the right to change the record date or distribution date and may revoke the distribution entirely before the warrants are actually distributed. Datavault plans to file a prospectus supplement and a form of warrant with the SEC to register the distribution of the warrants and the issuance of the underlying shares.

Datavault AI Inc. furnished preliminary, unaudited financial results indicating that gross revenue for the fiscal year ended December 31, 2025 was at least $30.0 million, compared to $2.7 million in 2024, representing growth of more than 1,000%. These figures are based on management’s estimates and have not been reviewed or audited by the independent auditor, so actual results may differ materially.

The company also released a stockholder letter from its Chief Executive Officer highlighting 2025 accomplishments and an outlook for 2026, emphasizing its focus on AI-driven data experiences, tokenization, and secure high-performance data processing across multiple industries.

Datavault AI Inc. describes how it will distribute its previously announced dividend of Dream Bowl Meme Coin II tokens to shareholders. Eligible record holders of common stock and other equity securities as of January 7, 2026 will receive one token for every sixty shares of common stock or equivalent.

The distribution is expected to begin on February 21, 2026, on a date that Datavault’s board may change. Holders must set up a digital wallet with Datavault and complete an online Opt-In Agreement via the Distribution Website to receive tokens. Datavault highlights that its board can change the record or distribution dates or revoke the token dividend, and notes legal and regulatory risks related to tokenized assets.

Datavault AI Inc. has completed its acquisition of API Media Innovations Inc. for $14,000,000 in cash. The company purchased all of the outstanding shares of common stock of API Media from the two individual sellers under a previously disclosed Stock Purchase Agreement.

The closing of the transaction occurred on January 22, 2026, and Datavault AI announced the completion in a press release issued the same day, which is included as an exhibit to this report.

Datavault AI Inc. reported that it filed a prospectus supplement to its effective Form S-3 shelf registration to register the issuance of 7,500,000 shares of common stock. These shares are to be issued to certain inventors in exchange for the assignment of specified intellectual property rights under an amended and restated stock purchase agreement dated January 14, 2026, which replaces a prior agreement from January 4, 2026.

The company states that no shares were issued under the prior stock purchase agreement. Datavault AI also filed a legal opinion from its counsel, Paul Hastings LLP, as an exhibit, covering the legality of the shares being registered.

Datavault AI Inc. filed an update to inform investors of its current share count. The company reported that it had 573,632,396 shares of common stock outstanding as of the close of business on January 5, 2026. This disclosure clarifies the number of shares currently in the market for its common stock listed on The Nasdaq Capital Market under the symbol DVLT.

Datavault AI Inc. reported details of a previously announced dividend of warrants to its equity holders. Eligible record holders as of January 7, 2026 include common shareholders, certain warrant holders, note holders, and holders of specified equity awards. Each record holder will receive one warrant for every 60 shares or share equivalents, with amounts rounded down so partial blocks under 60 receive no warrant; for example, 125 shares yield two warrants. The distribution is expected on February 21, 2026, though the board may change the record or distribution date or revoke the distribution.

Each warrant is expected to allow the purchase of one share of common stock at $5.00, exercisable for one year after the distribution date, subject to anti-dilution adjustments. Exercise is expected to require holding one Dream Bowl Meme Coin II token per warrant in a Datavault digital wallet. The warrant issuance itself is not registered under the Securities Act, but Datavault intends to file a prospectus supplement under its existing shelf registration to register the shares underlying the warrants, and it highlights regulatory and legal risks, including those related to tokenized assets.

Datavault AI Inc. reported details of a previously declared special dividend of Dream Bowl Meme Coin II tokens to certain equity holders. Eligible holders as of the close of business on January 7, 2026 include common stockholders, specified warrant holders, convertible note holders, and certain equity award holders, collectively referred to as Datavault Securities holders.

Each eligible holder will receive one Meme Coin for every sixty shares of common stock or equivalent underlying their Datavault securities. Holders with fewer than sixty shares or equivalents will not receive tokens, and allocations are rounded down to the nearest block of sixty shares. The distribution is expected to begin on or around February 21, 2026, though the board may change the record or distribution dates or revoke the dividend entirely.

The company highlights that statements about the distribution, timing, and any future dividends are forward-looking and subject to risks, including regulatory changes related to tokenized assets and the board’s right to modify or cancel the distribution.

Datavault AI Inc. outlines how it will distribute Dream Bowl 2026 Meme Coin tokens to its own securityholders and Scilex Holding Company common shareholders.

The company describes a previously declared dividend to Datavault common stockholders, certain warrant holders, convertible note holders, and equity award holders, plus a voluntary one-time distribution to Scilex common stockholders. Eligible holders of record as of the close of business on November 25, 2025 will receive one Meme Coin for each Datavault or Scilex share (or underlying Datavault share) they held on that date. Payments are scheduled to begin on December 24, 2025, subject to conditions.

To receive tokens, record holders must set up a digital wallet with Datavault and submit an Opt-In Agreement through the Distribution Website at http://www.dreambowlcoin.com. An information agent will begin mailing information letters on December 12, 2025, and intermediaries will forward materials to investors who hold in street name. Holders who do not complete these steps will not receive Meme Coins until the requirements are met.

Datavault AI Inc. (DVLT) completed a major equity financing with Scilex Holding Company involving both common stock and a large pre-funded warrant. The Purchaser agreed to buy 15,000,000 shares of common stock and a pre-funded warrant to purchase 263,914,094 additional shares for an aggregate purchase price of $150,000,000 in Bitcoin, valued using the Coinbase spot rate on September 25, 2025. The common share closing occurred on September 26, 2025, and on November 25, 2025 the company received BTC payment for the warrant, issued it, and it was immediately exercised in full.

At the November 24, 2025 annual meeting, stockholders approved increasing authorized capital from 320,000,000 shares to 2,020,000,000 shares, including 2,000,000,000 common shares, and authorized the issuance of 20% or more of outstanding common stock issuable upon exercise of the pre-funded warrant. Stockholders also elected nine directors and ratified BPM LLP as auditor.

Datavault AI (DVLT) entered a new office lease for approximately 23,037 rentable square feet on the 24th floor of One Commerce Square, 2005 Market Street, Philadelphia. The lease runs for 60 months and sets five fixed-rent periods, starting near $48,000 per month, with increases of about 2.5% each period.

The company will also pay utilities and Operating Expenses, including maintenance, operations, repairs, replacements, and taxes.

Datavault AI Inc. (DVLT) entered a major licensing deal with Scilex Holding Company. The agreement grants Scilex a worldwide, exclusive, non‑transferable license, with sublicensing rights, to use Datavault’s patented data platform technologies and related know‑how in biotechnology, biopharma, genetic, diagnostic, and data‑related markets covering generation, storage, analysis, tokenization, and exchange of DNA/genetic data.

Economics are sizable and multi‑layered: Scilex will pay a non‑refundable $10,000,000 license fee in four equal $2,500,000 quarterly installments beginning on December 31, 2025, plus potential milestones of up to $2,550,000,000 tied to net sales, and a 5% royalty on net sales during the royalty term. The license runs until the underlying patents expire, then converts to a perpetual, irrevocable, non‑exclusive, royalty‑free license. The agreement can terminate for insolvency, material breach, uncured missed payments within 15 days, or if annual royalty payments of at least $1,000,000 are not achieved and maintained after 24 months from the agreement date. The parties provided customary representations, warranties, and reciprocal indemnities.

Datavault AI Inc. (DVLT) entered into a definitive agreement to acquire API Media Innovations Inc. for cash consideration of $14,000,000. The Stock Purchase Agreement covers the purchase of all outstanding API Media shares and includes customary representations, warranties, covenants, and closing conditions.

The agreement may be terminated by mutual consent or by either party after the Outside Date of December 5, 2025 if closing has not occurred, subject to a no‑breach provision. It may also be terminated upon a final, non‑appealable governmental order prohibiting the deal or for uncured breaches after ten days’ written notice.

Datavault AI Inc. terminated its Stock Purchase Agreement to acquire API Media Innovations Inc. The parties executed a mutual written consent on October 28, 2025, making the termination effective immediately.

The company reports that the termination did not result in any material early termination penalties. The original agreement, dated July 13, 2025, contemplated Datavault AI purchasing all outstanding shares of API Media from the sellers.

Datavault AI Inc. entered a securities purchase agreement to sell common stock in a registered direct offering for approximately $2.5 million. The company agreed to issue 1,470,588 shares at $0.34 per share and 4,255,319 additional shares at $0.47 per share under its effective Form S-3 shelf.

The initial tranche is expected to close on or about October 29, 2025, subject to customary conditions. The second tranche is expected to close on the business day immediately after stockholders approve an amendment to increase authorized common shares to a level sufficient to meet existing contractual obligations. The offering was supported by a legal opinion from Sullivan & Worcester LLP.

Datavault AI Inc. reported that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq confirmed that for 10 consecutive business days—from September 26, 2025 through October 9, 2025—the company’s closing bid price was at least $1.00, and the matter is now closed.

The company announced the news via a press release on October 10, 2025, furnished as Exhibit 99.1 to this report.

Datavault AI, Inc. filed a Form 8-K dated September 29, 2025 that discloses written and soliciting communications related to securities and tender/transaction rules. The filing lists communications under Rule 425 of the Securities Act, soliciting material under Rule 14a-12 of the Exchange Act, and pre-commencement communications under Rule 14d-2(b) and Rule 13e-4(c) of the Exchange Act.

The Form 8-K is executed by Nathaniel Bradley, Chief Executive Officer, indicating corporate authorization of the disclosed communications. No financial results, transaction terms, counterparties, or further narrative about the purpose or content of those communications are included in the provided text.

Datavault AI, Inc. filed an 8-K reporting the filing and effectiveness of corporate governance and contract amendments in late September 2025. The company submitted a Certificate of Amendment to its Certificate of Incorporation and an Amendment to its Bylaws, both effective September 25, 2025. The filing also discloses an Amendment to the IBM Agreement dated September 22, 2025. The report lists those three exhibits and includes the signature of Nathaniel Bradley, Chief Executive Officer, dated September 26, 2025. No financial statements, earnings data, or transaction terms are provided in the disclosed text.

Datavault AI Inc. (DVLT) filed an 8-K reporting a material event tied to a transaction dated September 26, 2025. The filing lists a Securities Purchase Agreement between Datavault AI Inc. and Scilex Holding Company, a form of Pre-Funded Warrant, a Voting Agreement, and an opinion and consent from Sullivan & Worcester LLP. The submission appears to attach those agreements and legal opinions as exhibits but does not include economic terms or amounts in the excerpt provided. The signature block shows the filing was executed by Nathaniel Bradley, Chief Executive Officer.