Datavault AI Enters Earnout Stock-For-Cash Election Agreement with EOS

What Happened
Datavault AI Inc. announced in an 8-K filed July 31, 2026 that on July 29, 2026 it entered a Letter Agreement with EOS Technology Holdings Inc. (f/k/a Data Vault Holdings Inc.) allowing EOS Holdings to elect to receive all or part of any earnout payments under the December 31, 2024 Earnout Agreement in Datavault common stock instead of cash. The number of shares issued for an elected earnout will be based on the five-day volume-weighted average price before the payment date (rounded up), with a fixed price of $0.61 per share for the earnout period ended December 31, 2025.

Key Details

• EOS may elect stock in lieu of cash by delivering an irrevocable election within two business days after an earnout payment becomes final.
• Aggregate shares issuable under the Letter Agreement are capped at 19.99% of Datavault’s outstanding common stock as of July 29, 2026; any excess earnout amounts will be paid in cash.
• Datavault will file an SEC registration statement covering resale of issued shares within 14 days after each closing; if it is not declared effective within 90 days, EOS can require surrender of the shares for cash payment. The company will not be required to file more than two such registration statements in any consecutive 12-month period.
• Nathaniel Bradley, Datavault’s CEO and director, is also CEO and sole director of EOS Holdings; changes in indirect beneficial ownership from EOS distributions may affect future Section 16 filings.

Why It Matters
This agreement gives EOS Holdings flexibility to take future earnout payments as equity rather than cash, which could conserve Datavault’s cash but may dilute existing shareholders up to the 19.99% cap. The fixed $0.61 share price for the 2025 earnout and the registration/resale mechanics (including the 90-day effectiveness remedy) set concrete terms for how and when share-based earnouts could impact trading float and insider ownership reporting. Investors should watch for any future share issuances under this agreement, potential requests for Nasdaq shareholder approval to increase the cap, and related Section 16 filing changes tied to EOS distributions.