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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, 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.) |
|
15268 NW Greenbrier Pkwy,
Beaverton, OR |
|
97006 |
| (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) |
| x |
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.
Amendment to Stock Purchase Agreement
As previously disclosed, on July 13, 2025, Datavault
AI Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with API Media Innovations Inc., a New Jersey corporation (“API Media”), David Reese and Frank Tomaino (Mr. Tomaino together
with Mr. Reese, the “Sellers” and each a “Seller”), pursuant to which the Company agreed to purchase from the
Sellers all of the outstanding shares of common stock of API Media (the “API Shares”) for an aggregate purchase price of (i)
an amount in cash equal to $6,000,000, (ii) 5,117,188 shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”), and (iii) $2,000,000 payable in the aggregate in the form of convertible promissory notes by the Company to the Sellers
(the “Notes”).
On August 19, 2025, the Company, API Media and Sellers entered into
amendment to the Purchase Agreement (the “Purchase Agreement Amendment”). Pursuant to the Purchase Agreement Amendment, the
parties agreed to delete the Drop Dead Date (as defined in the Purchase Agreement) which would have allowed (a) the parties to terminate
the Purchase Agreement by mutual written consent of the parties, and (b) either party to terminate after August 12, 2025, if the closing
had not occurred by the Drop Dead Date. Additionally, the parties agreed to delete a termination provision that allowed a party to terminate
the Purchase Agreement if the other party is in breach of the Purchase Agreement which has not been cured within ten (10) days of written
notice of such breach (provided that such terminating party has not committed a material breach which is the principal cause of the failure
to close). Furthermore, the Purchase Agreement Amendment eliminated a financing contingency by which the Company would only be obligated
to close with Seller if it had net proceeds of at least $10 million from one or more investors and/or financial institutions.
Pursuant to the Purchase Agreement Amendment, the parties also agreed
that as of the date of the Purchase Agreement Amendment, Sellers are entitled to the Breakup Fee (as defined in the Purchase Agreement)
unless the transactions is closed by August 26, 2025, the Purchase Agreement is terminated by mutual written consent of the Company, Sellers
and API Media, or there is any law or governmental order issued which makes the consummation of the transaction illegal or otherwise prohibited.
Except as stated above, the Purchase Agreement
Amendment does not make any other substantive changes to the Purchase Agreement.
A copy of the Purchase Agreement Amendment is
filed with this Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference, and the foregoing
description of the Purchase Agreement Amendment is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
THIS FORM 8-K IS ONLY A BRIEF DESCRIPTION OF THE
TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY
MAY FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS WITH THE SEC CONCERNING THE TRANSACTION. IF THE COMPANY FILES A PROXY STATEMENT,
A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE 2025 ANNUAL MEETING OF STOCKHOLDERS OR A SPECIAL MEETING
OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY
THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE
SEC AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE,
THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO DATAVAULT AI,
INC., 15268 NW Greenbrier Pkwy, Beaverton, OR 97006, ATTENTION: SECRETARY.
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies in connection with the transactions set forth herein. Information concerning
such participants will be set forth in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders or a special meeting
of stockholders, which will be filed with the SEC on Schedule 14A. To the extent that holdings of the Company’s securities change
since the amounts printed in the Company’s proxy statement, such changes will be reflected on Statements of Change in Ownership
on Form 4 or other filings filed with the SEC. Additional information regarding the interests of such participants in the solicitation
of proxies in connection with the transactions set forth herein will be included in the proxy statement.
This Form 8-K shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein. This
Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, nor will there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Cautionary Statement
Regarding Forward-Looking Statements
This Form 8-K contains
forward-looking statements. Such forward-looking statements include, but are not limited to, statements that express the Company’s
intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or
future events or conditions, including those related to the Company’s expectations with respect to the stock purchase, including
statements regarding the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of API Media, the
services offered by API Media and the markets in which API Media operates, and the Company’s projected future results, which can
be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,”
“potential,” “future,” “intends,” “plans,” “believes,” “estimates,”
“continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current
expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These
statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many
of which are beyond the Company’s control, including risks related to (i) the timing of the transaction, (ii) the conditions required
to consummate the transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Purchase Agreement, (iv) the effect of the announcement or pendency of the transaction on the Company’s business relationships,
performance, and business generally, (v) the inability to recognize the anticipated benefits of the transaction, which may be affected
by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain
its key employees, (vi) costs related to the stock purchase, (vii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed stock purchase, and identify and realize additional opportunities, (viii) the risk of downturns and
the possibility of rapid change in the highly competitive industries in which the Company and API Media operate, (ix) the risk that any
adverse changes in API Media’s relationships with buyer, sellers and partners may adversely affect the predicted business, financial
condition and results of operations, (x) the risk that periods of rapid growth and expansion could place a significant strain on the Company’s
resources, including its employee base, which could negatively impact the Company’s operating results, (xi) the risk that the Company
may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all, and
(xii) other risks that may be included in the periodic reports and other filings that the Company files from time to time with
the U.S. Securities and Exchange Commission. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required
by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to Stock Purchase Agreement. |
| 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.
| |
DATAVAULT AI INC. |
| |
|
|
| Date: August 22, 2025 |
By: |
/s/ Nathaniel Bradley |
| |
Name: |
Nathaniel Bradley |
| |
Title: |
Chief Executive Officer |
