Datavault AI Inc. 8-K

What Happened

• Datavault AI Inc. announced on July 29, 2026 a letter agreement with EOS Technology Holdings Inc. (formerly Data Vault Holdings) that lets EOS Holdings elect to receive all or part of earnout payments under the Dec. 31, 2024 Earnout Agreement in Datavault common stock instead of cash.
• Elections must be made within two business days after an earnout becomes final; shares issued are calculated by dividing the elected cash amount by the five‑day volume‑weighted average price (VWAP) ending the day before the payment date (rounded up). For the earnout period ended Dec. 31, 2025 the conversion price is fixed at $0.61 per share.

Key Details

• Date of Letter Agreement: July 29, 2026; Earnout Agreement dated: Dec. 31, 2024.
• Conversion formula: elected dollar amount ÷ five‑day VWAP (except Dec. 31, 2025 period set at $0.61/share).
• Exchange Cap: aggregate shares issuable are capped at 19.99% of outstanding common stock as of the Letter Agreement date; any excess earnout will be paid in cash.
• Resale registration: company will file an SEC registration statement covering the issued shares within 14 days of closing; if not effective within 90 days, EOS can require surrender/cancellation of shares and demand cash instead. Company will not be required to file more than two such registration statements in any consecutive 12‑month period.
• Related party: Nathaniel Bradley, Datavault’s CEO and director, is also CEO and sole director of EOS Holdings; changes in indirect ownership may affect future Section 16 reports.

Why It Matters

• This agreement gives Datavault flexibility to pay future earnouts in stock rather than cash, which can preserve company cash but will dilute existing shareholders up to the documented 19.99% cap unless stockholder approval increases that limit.
• The conversion mechanics (VWAP or the $0.61 fixed price for the 2025 period), the resale registration timing, and the two‑filing limit create conditions that could delay or convert share issuances back to cash if registration is not completed—important for timing and potential dilution.
• Because the counterparty is controlled by Datavault’s CEO, this is a related‑party transaction and may affect insider ownership reporting; investors should note the governance and disclosure aspects when evaluating dilution and corporate decisions.

Exhibit reference: Letter Agreement filed as Exhibit 10.1 to the Form 8‑K.