Form: 8-K

Current report

Documents

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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): October 15, 2026

 

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.)

 

One Commerce Square,

2005 Market Street, Suite 2400,
Philadelphia, PA
19103
(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.

 

On October 15, 2026, Datavault AI Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Convertible Promissory Note, dated August 18, 2026 (the “Note”), issued by the Company to Streeterville Capital, LLC (the “Investor”), in the original principal amount of $25,030,000. The Note was issued pursuant to that certain Securities Purchase Agreement, dated August 18, 2026, between the Company and the Investor.

 

Pursuant to the Amendment, the Company and the Investor amended the Note to establish a floor price of $0.0632 (the “Nasdaq Floor Price”), which is equal to 20% of the Nasdaq Minimum Price determined immediately preceding the issuance of the Note, subject to adjustment for any reverse or forward stock split, stock dividend, stock combination, recapitalization, reclassification or other similar transaction occurring after the effective date of the Amendment. The Amendment further provides that no adjustment to the Fixed Price pursuant to Section 9 of the Note will reduce the Fixed Price below the Nasdaq Floor Price.

 

Except as expressly amended by the Amendment, all provisions of the Note remain unchanged and in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

  

Exhibit No.   Description
4.1   Amendment No. 1 to Convertible Promissory Note, dated October 15, 2026, by and between Datavault AI Inc. and Streeterville Capital, LLC
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: October 15, 2026 DATAVAULT AI INC.
     
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer