Datavault AI converts $3.2M EOS note to shares

Datavault AI Inc. entered into an amendment and conversion agreement with EOS Technology Holdings Inc., converting $3,200,000 of a convertible promissory note into 10,000,000 shares of its common stock at $0.32 per share.

Rhea-AI Filing Summary

Datavault AI Inc. entered into an amendment and conversion agreement with EOS Technology Holdings Inc., converting $3,200,000 of a convertible promissory note into 10,000,000 shares of its common stock at $0.32 per share. This transaction reduces the outstanding balance of the original $10,000,000 EOS note and increases the company’s share count through an equity issuance.

EOS is controlled by the company’s Chief Executive Officer, Nathaniel Bradley, who serves as EOS’s chief executive officer and sole director and owns shares in EOS, making this a related-party transaction. The shares were issued as an unregistered offering relying on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Insights

Capital structure and governance analyst

Datavault converts $3.2M related-party debt into equity, adding 10M new shares.

Datavault AI Inc. and EOS Technology Holdings Inc. agreed to convert $3,200,000 of a previously issued $10,000,000 convertible promissory note into 10,000,000 common shares at $0.32 per share. This shifts part of the company’s obligation from debt to equity, lowering note principal while increasing the number of outstanding shares.

The note’s floor price was waived for this specific conversion, allowing the set conversion price of $0.32 per share. Because EOS is led and controlled by the company’s Chief Executive Officer, Nathaniel Bradley, the agreement reflects a related-party capital structure change. The stock was issued in a private, unregistered transaction under Section 4(a)(2) and Rule 506 of Regulation D, so any subsequent liquidity for these shares would depend on applicable securities law resale conditions.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Datavault AI Inc. (DVLT) announce in this Form 8-K?

Datavault AI Inc. reported that it entered into an amendment and conversion agreement with EOS Technology Holdings Inc., converting $3,200,000 of a convertible promissory note into 10,000,000 shares of its common stock at $0.32 per share.

How many Datavault AI shares were issued in the EOS note conversion?

The company issued 10,000,000 shares of common stock in connection with the EOS note conversion, at a conversion price of $0.32 per share.

What is the total original principal of the EOS convertible promissory note?

The original principal amount of the EOS convertible promissory note was $10,000,000, of which $3,200,000 was converted into equity under this agreement.

Why is the EOS note conversion considered a related-party transaction for Datavault AI?

The transaction is related-party because Nathaniel Bradley, the company’s Chief Executive Officer and a director, is also the chief executive officer and sole director of EOS and owns shares in EOS.

At what price was the EOS note converted into Datavault AI common stock?

The EOS note was converted into Datavault AI common stock at a conversion price of $0.32 per share, and the floor price in the note was waived for this conversion.

Were the Datavault AI shares issued in the EOS note conversion registered with the SEC?

No. The 10,000,000 shares of common stock issued in the EOS note conversion were issued as unregistered securities in reliance on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

Where can investors find the full terms of the EOS note amendment?

The full terms are included in the Convertible Promissory Note Amendment and Conversion Agreement, filed as Exhibit 4.1 to the Form 8-K and incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/08/2025 - 08:00 AM Learn about SEC filing dates

false 0001682149 0001682149 2025-09-07 2025-09-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 7, 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)

¨ 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.

As previously disclosed, on December 31, 2024, Datavault AI Inc., a Delaware corporation and formerly known as WiSA Technologies, Inc. (the “Company”), entered into a Convertible Promissory Note (the “EOS Note”) with EOS Technology Holdings Inc. (formerly known as Data Vault Holdings Inc., “EOS”) in the original principal amount of $10,000,000. Nathaniel Bradley, Chief Executive Officer and a director of the Company, is also the chief executive officer and sole director of EOS and owns shares in EOS. On September 7, 2025, the Company and EOS entered into an amendment and conversion agreement (the “EOS Note Amendment”) to the EOS Note, pursuant to which EOS converted (the “EOS Note Conversion”) $3,200,000 of the balance of the EOS Note into 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $0.32 per share, and the floor price set forth in the EOS Note was waived and did not apply to the EOS Note Conversion.

The foregoing does not purport to be a complete description of the EOS Note Amendment and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The shares of Common Stock issued pursuant to the EOS Note Conversion were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 promulgated under Regulation D of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Convertible Promissory Note Amendment and Conversion Agreement by and between the Company and EOS, dated as of September 7, 2025.
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: September 8, 2025	By:	/s/ Brett Moyer
	Name:	Brett Moyer
	Title:	Chief Financial Officer