Datavault AI Inc. 8-K

What Happened Datavault AI Inc. announced on Form 8-K that its board declared and completed a dividend distribution of warrants. The record date for eligibility was January 7, 2026, and the warrants were issued on February 27, 2026. The company filed a prospectus supplement to register issuance of up to 9,723,244 warrants and up to 9,723,244 shares issuable upon exercise.

Key Details

• One (1) Warrant was issued for every sixty (60) shares of common stock (or common-stock equivalents) held as of the January 7, 2026 record date; holders with fewer than 60 shares received no warrants; fractional/wrapping amounts were rounded down to the nearest 60-share increment.
• Each Warrant permits purchase of one (1) share of Datavault common stock at an exercise price of $5.00 per share (subject to customary adjustments).
• Warrants expire one year after the distribution date (i.e., Feb 27, 2027).
• Exercise is conditioned on the beneficial owner holding one (1) Dream Bowl Meme Coin II token per Warrant being exercised, with each token held in a Datavault-linked digital wallet (Datavault will verify). Datavault has made separate filings about those tokens.
• To register the issuance, Datavault filed a prospectus supplement to its effective Form S-3 registration statement; it also reduced the maximum available under its equity distribution agreement with Maxim Group LLC from $50,000,000 to $33,383,781 to accommodate the warrants and related shares.

Why It Matters This filing affects current shareholders by issuing potential future dilution (up to 9.7 million shares if all warrants are exercised) at a $5.00 exercise price and creates a new condition tying warrant exercise to ownership of a specified token. Investors should note the one-year expiry window, the threshold requirement of 60-share increments for receiving warrants, and the token-based exercise condition when assessing potential dilution and timing of any stock purchases or portfolio decisions. Review the company’s prospectus supplement and related token disclosures for full terms and verification procedures.