DVLT agrees to $12M convertible note financing; warrants exchange proposed

Rhea-AI Filing Summary

Datavault AI Inc. entered a Securities Purchase Agreement on August 4, 2025 to sell senior secured convertible notes in a registered direct offering. The Purchasers agreed to buy Initial Notes with an aggregate principal amount of $6,666,666 for a purchase price of $6,000,000 and Additional Notes with an aggregate principal amount of $6,666,666 for a purchase price of $6,000,000, for an aggregate purchase price of $12,000,000 and aggregate principal of $13,333,332.

The Notes are convertible after stockholder approval at an initial conversion price of $1.00 per share or via an alternate conversion equal to the greater of the Floor Price $0.1019 and 80% of the lowest 20-day VWAP before conversion. The Company also entered Exchange Agreements to exchange warrants exercisable for ~31 million shares for the same number of shares, subject to stockholder approval. Holders representing approximately 52% of voting power executed a written consent approving issuance of up to 130,847,236 shares assuming the Floor Price; an Information Statement on Schedule 14C will be mailed and actions cannot become effective earlier than 20 days after mailing.

Positive

• $12.0 million in aggregate purchase price committed via registered direct offering provides immediate financing flexibility.
• Written consents representing approximately 52% of voting power were executed, enabling timely approval processes via Schedule 14C.
• Exchange Agreements convert existing common stock purchase warrants into shares, simplifying future exercise dynamics subject to approval.

Negative

• Potential issuance of up to 130,847,236 shares assuming the $0.1019 floor, indicating significant dilution to current shareholders.
• Alternate conversion terms (floor or 80% of 20-day VWAP) and Note Amendment lower effective conversion prices compared with prior terms, favoring noteholders.
• Exchange of approximately 31 million warrants for shares will increase share count if approved.
• Notes are senior secured, adding secured obligations to the capital structure until converted or repaid.

Insights

Financial Analyst

TL;DR: The financing secures $12.0M in cash but creates meaningful dilution risk through low floor pricing and expanded conversion mechanics.

The company obtained commitments for registered direct senior secured convertible notes with $12.0M aggregate purchase price and $13.33M aggregate principal. Conversion mechanics include an initial $1.00 conversion price and an alternate conversion priced at the greater of a $0.1019 floor or 80% of the lowest 20-day VWAP, which can materially lower effective conversion prices versus the initial $1.00. The Note Amendment also changes prior notes to apply an 80% factor over a 20-day VWAP window versus the prior 90% over ten days, further favoring conversion to equity at potentially lower prices. The written consent covers up to 130,847,236 shares, indicating sizable potential dilution. Overall impact is mixed: immediate liquidity benefit counterbalanced by substantial dilution risk.

Corporate Governance Expert

TL;DR: Majority written consent expedites approvals but raises governance and dilution concerns for long-term shareholders.

Holders representing ~52% of voting power executed a written consent approving issuance of shares tied to the Notes, Exchange Agreements, and amended prior notes, enabling the Company to bypass a meeting and proceed after mailing a Schedule 14C information statement. The Exchange Agreements convert approximately 31 million warrants into shares subject to approval, and the combination of large authorized issuances and easier conversion mechanics heightens shareholder dilution risk. The governance procedure is lawful and expedient, but the scale of authorized issuance (up to 130,847,236 shares at the floor) and the amendments that favor noteholders are material concerns for shareholder rights and long-term capitalization structure.

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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 4, 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 5.07 Submission of Matters to a Vote of Security Holders.

Securities Purchase Agreement

As previously disclosed, on August 4, 2025, Datavault AI Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Purchasers agreed to purchase from the Company in a registered direct offering, senior secured convertible notes having an aggregate principal amount of $6,666,666 (the “Initial Notes”) for an aggregate purchase price of $6,000,000 and senior secured convertible notes having an aggregate principal amount of $6,666,666 (the “Additional Notes”, and together with the Initial Notes, the “Notes”) for an aggregate purchase price of $6,000,000 upon satisfaction of certain closing conditions applicable to the Initial Notes and Additional Notes, respectively. The closing of Initial Notes (the “Initial Closing”) is subject to satisfaction of certain customary closing conditions set forth in the Purchase Agreement. The closing of the Additional Notes (the “Additional Closing,” and together with the Initial Closing, the “Closings”), subject to the satisfaction of certain additional closing conditions, will take place on or after the date that is 20 calendar days after the mailing by the Company of a definitive information statement on Schedule 14(c) with respect to the approval, by written consent of the Company’s stockholders, of the issuance of the shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) issuable upon conversion of the Notes and the issuance of the shares of Common Stock pursuant to the Exchange Agreements (as defined below) (the “Stockholder Approval”).

The Notes are convertible at any time beginning on the date of Stockholder Approval at the option of the holders thereof, in whole or in part, into such number of shares of Common Stock (the “Conversion Shares”) at an initial conversion price equal to $1.00 per share (the “Conversion Price”). Alternatively, following the date of the Stockholder Approval, the Notes are convertible at the holder’s election, at a price (the “Alternate Conversion Price”) equal to the greater of (x) the Floor Price (as defined below) and (y) 80% of the lowest volume weighted adjusted price of the shares of Common Stock (the “VWAP”) in the twenty (20) trading days prior to the applicable conversion date (“Alternate Conversions”). The conversion price of the Notes is subject to a floor price of $0.1019 (the “Floor Price”).

Exchange Agreements

Pursuant to the Purchase Agreement, on August 4, 2025, the Company entered into exchange agreements (each, an “Exchange Agreement”) with certain holders (the “Holders”) of the Company’s common stock purchase warrants. Pursuant to the Exchange Agreements, the Holders agreed to exchange (a) their common stock purchase warrants (the “Original Warrants”) exercisable for an aggregate of approximately 31 million shares of Common Stock, for (b) the same number of shares (the “Exchange Shares”) of Common Stock, subject to receipt of the Stockholder Approval.

Amendment of Prior Notes

At the Initial Closing, the Company is expected to enter into agreements with the Purchasers to amend those certain senior secured convertible notes issued on April 3, 2025 and May 21, 2025 (collectively, the “Prior Notes”) under a securities purchase agreement dated as of March 31, 2025, between the Company and the Purchasers in accordance with a certain Senior Secured Convertible Note Amendment (the “Note Amendment”). Once the Note Amendment is entered into, the conversion price under an “Alternate Conversion” (as defined in the Prior Notes) will be revised from (a) the greater of (x) the floor price set forth in the Prior Notes and (y) 90% of the lowest VWAP in the ten (10) trading days prior to the applicable date for the Alternate Conversion to (b) the greater of (x) the floor price set forth in the Prior Notes and (y) 80% of the lowest VWAP in the twenty (20) trading days prior to the applicable date for the Alternate Conversion.

Written Consent

On August 4, 2025, the holders of an aggregate of 50,365,422 shares of Common Stock, representing approximately 52% of the overall voting power of the Company, executed a written consent (the “Written Consent”) in lieu of a meeting to approve (i) the issuance of shares of Common Stock pursuant to the Notes in the aggregate maximum amount of 130,847,236 shares assuming the Floor Price for purposes of complying with Nasdaq Listing Rule 5635(d), (ii) the issuance of shares of Common Stock pursuant to the Exchange Agreements for purposes of complying with Nasdaq Listing Rule 5635(d), and (iii) the issuance of shares of Common Stock in accordance with the Prior Notes as amended by the Note Amendment for purposes of complying with Nasdaq Listing Rule 5635(d), to the extent required.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an information statement on Schedule 14C (the “Information Statement”) describing the actions approved in the Written Consent will be filed with the SEC and mailed to the Company’s stockholders. None of the actions approved in the Written Consent may become effective earlier than 20 calendar days following the mailing of the Information Statement. 

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 8, 2025	By:	/s/ Brett Moyer
	Name:	Brett Moyer
	Title:	Chief Financial Officer

FAQ

What financing did Datavault AI (DVLT) arrange?

Datavault AI entered a Securities Purchase Agreement to sell senior secured convertible notes with an aggregate purchase price of $12,000,000 (Initial and Additional closings of $6,000,000 each).

How much principal and purchase price are involved in the Notes?

The Notes have aggregate principal amounts of $13,333,332 (two tranches of $6,666,666 each) for an aggregate purchase price of $12,000,000.

What are the conversion terms for the convertible notes?

The Notes convert after stockholder approval at an initial conversion price of $1.00 per share or via an alternate conversion equal to the greater of the $0.1019 Floor Price and 80% of the lowest 20-day VWAP preceding conversion.

Will any warrants be converted or exchanged?

Yes. The Company entered Exchange Agreements to exchange common stock purchase warrants exercisable for approximately 31 million shares for the same number of shares, subject to stockholder approval.

How many shares could be issued under the approvals?

Holders executing the written consent approved issuance of up to 130,847,236 shares assuming the Floor Price for Nasdaq compliance purposes.

When do the approved actions become effective?

The Company will file and mail an Information Statement on Schedule 14C, and none of the actions may become effective earlier than 20 calendar days after mailing.