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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 23, 2025 (May 20, 2025)
DATAVAULT AI INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38608 |
|
30-1135279 |
(State or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
|
15268 NW Greenbrier Pkwy
Beaverton, OR |
|
97006 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(408) 627-4716
(Registrant’s telephone
number, including area code)
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 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment
No. 1”) is being filed to amend and supplement “Item 9.01 - Financial Statements and Exhibits,” included in the
initial report on Form 8-K filed by Datavault AI Inc. (the “Company”) on May 20, 2025 (the “Initial Filing”).
In the Initial Filing, in connection with the
acquisition of certain assets of CompuSystems, Inc. (“CSI”), the Company stated that the financial statements and the
unaudited pro forma financial information of the acquired business required to be filed under Item 9.01 of Form 8-K would be filed by
amendment no later than 71 days following the date that the Initial filing was required to be filed. Accordingly, this Amendment No. 1
amends Item 9.01 of the Initial Filing solely to include the financial statements and pro forma financial information required to be filed
under Item 9.01 of Form 8-K, which are filed as exhibits hereto. The information previously reported on the Initial Filing is incorporated
by reference into this Amendment No. 1. Except as provided herein, the disclosures included in the Initial Filing remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of CSI for the years ended December 31, 2024 and 2023, including the notes to such financial statements
and the report of independent auditors thereon, are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated into this Item 9.01(a)
by reference. The unaudited financial statements for the three months ended March 31, 2025 and 2024, including the notes to such financial
statements, are filed as Exhibit 99.2 to this Amendment No. 1 and incorporated into this Item 9.01(a) by reference.
(b) Pro
Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Company required by
this item is filed as Exhibit 99.3 to this Amendment No. 1 and is incorporated into this Item 9.01(b) by reference.
(d) Exhibits
Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Independent Certified Public Accountants. |
| 99.1 |
|
Financial Statements of CompuSystems, Inc. for the Years Ended December 31, 2024 and 2023. |
| 99.2 |
|
Financial Statements of CompuSystems, Inc. for the Three Months Ended March 31, 2025 and 2024. |
| 99.3 |
|
Unaudited
Pro Forma Condensed Consolidated Financial Information of Datavault AI Inc. |
| 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: June 23, 2025 |
DATAVAULT AI, INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
