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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): July 11, 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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Commitment for Programs
On July 7, 2025, Datavault AI Inc., a Delaware
Corporation (the “Company”) entered into a purchase commitment for programs with an effective date of June 30, 2025 (the “Purchase
Commitment”) with International Business Machines Corporation (“IBM”), pursuant to which the Company has agreed to purchase,
and IBM has agreed to sell, certain subscriptions to IBM program offerings (the “Programs”).
Pursuant to the Purchase Commitment, IBM has agreed
to license the Programs to the Company for two payments of $18,935,564 and $4,729,730, respectively (the “Program Payments”).
According to an Embedded Solution Agreement (the “Base Agreement”), of which the Purchase Commitment and the Cloud Services
Agreement (as defined below) form a part, the Program Payments become due once an invoice is sent from IBM to the Company and are due
within 30 days of receipt of the invoice.
Under the Purchase Commitment, the Company must
send a report to IBM every 90 days summarizing the use of each Program. The Company may license the Programs to end-users, subject to
certain limitations, restrictions, and requirements. The Company must use its own intellectual property to add value to the Programs,
and describe this value to IBM as well as bundle it within the Programs when licensing to end-users.
The Purchase Commitment includes customary representations
and warranties and various customary covenants and closing conditions that are subject to certain limitations, including in the Base Agreement.
Cloud Services Subscription Agreement
On July 7, 2025, the Company entered into a cloud
services subscription agreement with an effective date of June 30, 2025 (the “Cloud Services Agreement”) with IBM, pursuant
to which the Company has agreed to purchase, and IBM has agreed to sell, certain subscriptions to IBM cloud services (the “Cloud
Services”).
The Company has selected their Cloud Services,
with the minimum value of the Cloud Services actually purchased within each annual period being (i) $105,564 in the first year, (ii) $2,111,850
in the second year, and (iii) $4,117,292.40 in the third year. If the Cloud Services purchased in an annual period exceed the minimum,
that surplus amount can be removed from the required minimum for the following year. If the Cloud Services purchased in an annual period
are below the minimum, the Company must place an order covering the additional amount within seven days of the end of the applicable annual
period. If the Company does not place that additional order, IBM may invoice the Company and require the Company to pay that additional
amount to reach the minimum for the applicable annual period.
Pursuant to the Cloud Services Agreement, the
Company must use its own intellectual property to add value to the Cloud Services for end-users of the Cloud Services.
The Cloud Services Agreement includes customary
representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including
in the Base Agreement.
The foregoing summaries of the Purchase Commitment
and the Cloud Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the
Purchase Commitment and the Cloud Services Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item in connection
with the Purchase Commitment and the Cloud Services Agreement and included in Item 1.01 of this Form 8-K is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
Purchase Commitment for Programs, effective as of June 30, 2025. |
| 10.2 |
|
Cloud Services Subscription Transaction Document, effective as of June 30, 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.
| Date: July 11, 2025 |
DATAVAULT AI INC. |
| |
|
|
| |
By: |
/s/ Nathaniel Bradley |
| |
|
Name: |
Nathaniel Bradley |
| |
|
Title: |
Chief Executive Officer |
