重大事件
即時報告
8-K
2026-06-22
Datavault AI 與 Maxim Group 達成和解 發行最多272.7萬份參與權證
AI 繁中摘要
申報類型：8-K
Datavault AI Inc.（NASDAQ：DVLT）於2026年6月22日提交8-K申報，披露與配售代理Maxim Group LLC達成和解及委任安排。根據2026年5月26日的函件協議，公司向Maxim發行最多2,727,272份參與權證（Participation Warrants），每份可購買一股普通股，行使價為每股0.6325美元，有效期五年（由2026年5月3日招股說明書補充文件日期起計）。權證條款與此前2026年5月5日發生的優先購買權交易（ROFR Transaction）中發行的配售代理權證一致。
作為對價，公司另向Maxim支付一筆1,050,000美元現金費用，並同意在下次市價發行（Future ATM Offering）中委任Maxim為共同銷售代理，並支付該次發售總收益3%的現金佣金。Maxim亦須被列入相關登記聲明及招股說明書補充文件。是次權證發行旨在解決公司與Maxim之間的若干事宜，並換取Maxim放棄其在ROFR交易中的優先參與權。
同日，公司向美國證監會提交招股說明書補充文件（日期2026年6月22日），以登記該等參與權證及行使後可發行的股份。法律顧問Paul Hastings LLP就權證及股份的合法性出具意見書（附錄5.1）。
對投資者影響：該權證發行將導致潛在股權稀釋（最多約272.7萬股），但同時為公司換取現金費用豁免及未來融資服務，有助於管理層靈活籌集資金。投資者應留意行使價與現行股價的差距，以及未來ATM發售可能帶來的進一步攤薄效應。
展開英文正文
false 0001682149 0001682149 2026-06-22 2026-06-22 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): June 22, 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 8.01. Other Events. On June 22, 2026, Datavault AI Inc. (the “Company”) issued to Maxim Group LLC (“Maxim”) warrants to purchase up to 2,727,272 shares (the “Participation Warrants”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to that certain letter agreement, dated May 26, 2026 (the “Maxim Letter Agreement”), under which the Company agreed to: (i) issue to Maxim, or its designees, the Participation Warrants; (ii) pay Maxim a cash fee of $1,050,000; (iii) retain Maxim to act as co-sales agent in connection with the Company’s next at-the-market offering (the “Future ATM Offering”), in which the Company has agreed to pay Maxim a cash fee equal to three percent (3%) of the gross proceeds of each sale of securities in the Future ATM Offering; and (iv) include Maxim as dealer manager and/or sales agent in any registration statement, prospectus supplement or other filing made in connection with the Future ATM Offering. The Participation Warrants are being issued pursuant to the Letter Agreement in connection with the settlement of certain matters between the Company and Maxim and in consideration of Maxim’s waiver of its right of participation under Section 2(a)(vi) of that certain equity distribution agreement, dated July 21, 2025, with respect to the Company’s previously announced issuance and sale to certain institutional investors, on May 5, 2026, of an aggregate of 109,090,910 shares of Common Stock (such transaction, the “ROFR Transaction”). The Participation Warrants have the same terms as the placement agent warrants issued to the placement agent in connection with the ROFR Transaction, including, without limitation, a term of five years from the date of the prospectus supplement, dated May 3, 2026, to the Base Prospectus (as defined below) filed by the Company with the Securities and Exchange Commission (the “SEC”) with respect to the ROFR Transaction, and an exercise price of $0.6325 per share. The foregoing summary of the Participation Warrants does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the form of Placement Agent Warrant issued in connection with the ROFR Transaction and filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2026, which is incorporated herein by reference. On June 22, 2026, the Company filed a prospectus supplement, dated June 22, 2026 (“Prospectus Supplement”), to a prospectus, dated March 25, 2026 (the “Base Prospectus”), included in an effective shelf registration statement on Form S-3 (File No. 333-294502), which was originally filed by the Company with the SEC on March 20, 2026, and was declared effective by the SEC on March 25, 2026. The Company filed the Prospectus Supplement for the purpose of registering the Participation Warrants and the shares of Common Stock issuable upon exercise of the Participation Warrants. In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Paul Hastings LLP, regarding the validity of the Participation Warrants and the shares of Common Stock issuable upon exercise of the Participation Warrants, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 5.1 Opinion of Paul Hastings LLP 23.1 Consent of Paul Hastings LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) 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: June 22, 2026 DATAVAULT AI INC. By: /s/ Brett Moyer Name: Brett Moyer Title: Chief Financial Officer