Datavault AI Inc. 8-K

What Happened

• Datavault AI Inc. announced on June 22, 2026 that it issued Participation Warrants to Maxim Group LLC to purchase up to 2,727,272 shares of common stock. The warrants were issued under a May 26, 2026 letter agreement as part of a settlement and in exchange for Maxim waiving participation rights tied to a prior equity transaction.
• The company also filed a prospectus supplement on June 22, 2026 to register the Participation Warrants and the shares issuable upon exercise, and attached a legal opinion from Paul Hastings LLP regarding the validity of the warrants and underlying shares.

Key Details

• Number of Participation Warrants: 2,727,272.
• Exercise price: $0.6325 per share; if fully exercised the company would receive about $1.725 million in cash (2,727,272 × $0.6325).
• Warrant term: five years measured from the prospectus supplement dated May 3, 2026 (consistent with prior placement agent warrants).
• Cash and fee arrangements with Maxim: a $1,050,000 cash fee paid to Maxim; Maxim retained as co-sales agent for the company’s next at-the-market (ATM) offering and will receive 3% of gross proceeds on sales in that Future ATM Offering. Maxim will also be included as a dealer manager/sales agent in related filings.
• The warrants were issued in connection with settlement and Maxim’s waiver of participation rights tied to the ROFR Transaction (May 5, 2026 issuance of 109,090,910 shares).

Why It Matters

• Dilution and potential cash: The warrants could add up to 2.73 million new shares if exercised, which would dilute existing shareholders but could bring roughly $1.7 million in proceeds if fully exercised.
• Cash outlay and future costs: Datavault paid $1.05 million to Maxim upfront and agreed to pay sales fees (3%) on future ATM sales, increasing near-term cash costs related to planned equity offerings.
• Governance/legal: The company filed a prospectus supplement to register the warrants and included counsel’s opinion, which helps clear the legal/regulatory path for issuance and exercise of the warrants.

Keywords: warrants, prospectus, registration, Maxim Group, ATM offering, exercise price, dilution, cash fee