Datavault AI Inc. 8-K

What Happened

• On January 15, 2026 Datavault AI Inc. filed a prospectus supplement to its effective Form S-3 shelf registration (initially filed July 7, 2025; declared effective July 9, 2025). The supplement amends and restates a prior prospectus supplement dated January 4, 2026 to reflect an amended and restated stock purchase agreement dated January 14, 2026.
• Under the amended agreement, the Company will register the issuance of an aggregate of 7,500,000 shares of common stock to the inventors in consideration for assignment of certain intellectual property rights. The Company has not issued any of these shares under the prior agreement. The Company also filed a legal opinion from counsel Paul Hastings LLP regarding the legality of the registered shares.

Key Details

• Number of shares to be registered: 7,500,000 shares of common stock (par value $0.0001 per share).
• Relevant dates: prior stock purchase agreement dated January 4, 2026; amended and restated agreement dated January 14, 2026; prospectus supplement filed January 15, 2026.
• Registration is via an already-effective Form S-3 shelf (file no. 333-288538); counsel opinion from Paul Hastings LLP was filed with the 8-K.

Why It Matters

• The filing registers shares the company plans to issue in exchange for intellectual property, which is a non-cash way to acquire assets that could support product or technology development.
• If and when issued, the 7.5 million shares would increase the number of outstanding shares and could dilute existing shareholders; the Company has not yet issued the shares.
• Investors should watch for future filings that confirm issuance, disclose the specific IP transferred, and show any related changes to outstanding share count or governance.