Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-098835

Filed: 2026-08-19

Period: 2026-08-18

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623608d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623608d1_ex99-1.htm)

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8-K (Primary)

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0001682149

2026-08-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

August 18, 2026

Datavault AI Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-38608

30-1135279

(State of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One

Commerce Square,

2005

Market Street, Suite 2400,

Philadelphia,

19103

(Address of Principal Executive Offices)

(Zip Code)

(408)-627-4716

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or former address if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common

Stock, par value $0.0001 per share

DVLT

The Nasdaq

Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On August 18, 2026 (the

“Closing Date”), Datavault AI Inc., a Delaware corporation (the “Company”), consummated the previously

announced merger transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 18, 2026, as amended from time

to time (the “Merger Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the

Company (“Merger Sub”), and NYIAX, Inc. (“NYIAX”). Pursuant to the Merger Agreement, (i) Merger

Sub merged with and into NYIAX, with NYIAX as the surviving company in the merger and, after giving effect to such merger, continuing

as a wholly-owned subsidiary of the Company (the “Merger”), and (ii) the Company paid the Merger Consideration and

Unaccredited Investor Cash Consideration (each as defined below) to NYIAX equity holders.

At the effective time

of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the stockholders

of NYIAX (the “Merger Partner Stockholders”), (i) each outstanding share of NYIAX’s common stock, par value $0.0001

per share (the “NYIAX Common Stock”), other than any shares of NYIAX Common Stock held in the treasury of NYIAX, was

converted into the right to receive a number of shares of the Company’s common stock, par value $0.0001 per share (the “Common

Stock”), equal to the Exchange Ratio (as defined in the Merger Agreement), and (ii) each share of NYIAX Common Stock held immediately

prior to the Effective Time by a Merger Partner Stockholder that was an Unaccredited Investor (as defined in the Merger Agreement) was

converted into the right to receive the Unaccredited Investor Cash Consideration (as defined in the Merger Agreement).

As a result, the Company

issued an aggregate of 74,800,629 shares of Common Stock (the “Merger Consideration”) and paid aggregate cash consideration

of approximately $494,859.29 to holders that qualified as Unaccredited Investors. The Exchange Ratio was approximately 1.41 shares of

Common Stock for each share of NYIAX Common Stock.

Pursuant to the Merger

Agreement, the Company has agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement

on Form S-3 (or, if the Company is not then eligible to use Form S-3, on Form S-1), within thirty (30) calendar days following the Closing

Date, covering the resale of all shares of Common Stock issued to Merger Partner Stockholders as Merger Consideration pursuant to the

Merger Agreement.

In connection with the

Merger and pursuant to the terms of the Merger Agreement, within thirty (30) calendar days following the closing, the Company will cause

the nomination and election to its board of directors of two (2) individuals designated by NYIAX and reasonably acceptable to the

Company’s Nominating and Corporate Governance Committee.

In connection with the

closing, the parties agreed to waive certain closing conditions and to treat certain items as post-closing deliverables to be satisfied

no later than 12:00 p.m. Eastern Time on August 27, 2026, including, without limitation, the execution of new employment agreements by

certain employees, waivers of severance provisions by certain NYIAX employees, and the delivery of indemnification agreements by certain NYIAX employees.

Item 2.01 Completion

of Acquisition or Disposition of Assets.

The disclosure required

by this Item and included in Item 1.01 of this Current Report on Form 8-K (the “Form 8-K”) is incorporated herein by reference.

Item 3.02 Unregistered

Sales of Equity Securities.

The disclosure required

by this Item and included in Item 1.01 of this Form 8-K is incorporated herein by reference. The Merger Consideration has not been registered

under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold in the United States absent

registration or an applicable exemption from the registration requirements of the Securities Act.

The Merger Consideration

has not been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption

from the registration requirements of the Securities Act. The securities will be issued and were issued in reliance upon exemptions from

registration under Section 4(a)(2) of the Securities Act, and/or Rule 506 promulgated under Regulation D of the Securities Act.

Item 8.01 Other Events.

On August 19, 2026, the

Company issued a press release (the “Press Release”) announcing the closing of the Merger Agreement. A copy of the

Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 19, 2026

DATAVAULT AI INC.

By:

/s/ Nathaniel Bradley

Name:

Nathaniel Bradley

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623608d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Datavault AI Completes Acquisition of NYIAX,

Adding Institutional-Grade

Exchange Technology to Its Digital Asset and Real-World Asset

Tokenization Platform

Acquisition is expected to add institutional-grade

exchange technology, blockchain settlement infrastructure, and a portfolio of foundational intellectual property assets

Nathaniel Bradley, CEO of Datavault AI, and

Teri Gallo, CEO of NYIAX, to lead integration, strategic partnerships, and market development initiatives

PHILADELPHIA, PA – August

19, 2026 – Datavault AI Inc. (“Datavault AI” or the “Company”) (NASDAQ: DVLT), an Artificial Intelligence

Platform (“AIP”) company providing data monetization, credentialing, digital engagement, real-world asset (“RWA”)

tokenization and spatial audio technologies, today announced the successful closing of its acquisition of NYIAX,

Inc. ("NYIAX"), the pioneering contract management exchange and operator of one of the first blockchain-enabled marketplaces

for trading guaranteed contractual assets.

The acquisition is expected to add institutional-grade

exchange infrastructure, blockchain settlement, and foundational IP to Datavault AI; complementing a platform that takes digital and real-world

assets from origination and valuation through tokenization, commercialization, and exchange. Datavault AI and NYIAX have been working

together and integrating capabilities and teams since entering a licensing and marketing agreement in March 2025, a collaboration that

will now deepen under full ownership. NYIAX will play a key role in implementing Datavault AI’s tokenization pipeline. NYIAX's team,

exchange infrastructure, patents, and blockchain settlement capabilities will enable Datavault AI to accelerate the execution of these

contracts and scale.

"The closing of the NYIAX transaction marks

a transformative milestone for Datavault AI," said Nathaniel T. Bradley, CEO of Datavault AI. "Over the past eighteen months,

we have assembled the foundational technologies required to originate, authenticate, value, tokenize, and commercialize digital assets.

With NYIAX, we complete a critical infrastructure layer within our ecosystem, positioning us to support the full asset lifecycle from

origination through market participation. We believe this creates a powerful foundation for long-term growth as tokenization moves from

concept to commercial reality.”

"With NYIAX, Datavault AI owns what we believe

to be one of the only integrated platforms where any asset can be originated, valued, tokenized, and exchanged within a single public

company ecosystem. That's powerful. Our tokenization contracts and pipeline now have a wholly-owned, proprietary exchange infrastructure

capable of bringing those assets to market."

Completing the Exchange Layer

Founded in 2017, NYIAX was built to bring the

discipline and efficiency of modern financial markets to sectors and asset classes that historically lacked transparent, electronic trading

and settlement capabilities. The NYIAX suite is powered by jointly developed intellectual property and exchange technology licensed from

a leading global exchange operator.

NYIAX brings clients and partners blockchain innovation

alongside institutional-grade matching, order management, and market infrastructure — originally built for regulated securities

markets — to entirely new asset classes. It first applied this framework to advertising, combining exchange-grade matching technology

with blockchain-based settlement to show that guaranteed media inventory could be standardized, priced, traded, and re-traded as forward

contracts — converting traditionally opaque bilateral transactions into transparent, auditable, tradable digital assets, and establishing

a blueprint for entirely new classes of exchange-traded assets.

At the core of the platform is an asset-agnostic,

proprietary infrastructure stack — exchange technology, blockchain settlement rails, and a portfolio of four issued U.S. patents

(Nos. 10,607,291; 11,410,236; 11,861,707; and 12,198,193, each entitled "Systems and Methods for Electronic Continuous Trading of

Variant Inventories") covering the electronic trading, matching, transfer, settlement, and lifecycle management of variable and contract-based

inventories across multiple markets. Jointly owned with NYIAX's exchange technology partner, the patents establish a proprietary framework

for price discovery, standardized contracting, liquidity formation, and secondary market participation across previously fragmented, complex

asset classes.

This is more than a marketplace; it is market

infrastructure that can extend well beyond advertising, with applications Datavault AI expects to include the International Elements Exchange

("IEE") for tokenized critical minerals and commodities, Project Democracy and the American Political Exchange ("APE")

for political advertising and data markets, future athlete NIL marketplaces, healthcare and enterprise data exchanges, and intellectual

property and media rights marketplaces, among other bespoke vertical exchanges for tokenized digital and real-world assets.

NYIAX’s August 2025 acquisition of Collective

Audience, under Ms. Gallo’s leadership, added an important commercialization engine, expanding its European presence and bringing

in-house FinTech marketing expertise, AI advisory, data-driven marketing and go-to-market capabilities. We believe few exchange operators

combine institutional-grade market infrastructure with this depth of commercialization expertise. With Collective Audience now part of

Datavault AI, the Company can pair its exchange technology with B2B audience development, demand generation and data evaluation capabilities

designed to more efficiently connect buyers, sellers, issuers and institutional participants; helping build the liquidity new exchanges

need to launch and scale.

Integration and Strategic Growth

Datavault AI and NYIAX continue to align exchange

operations, tokenization infrastructure, AI-driven valuation technologies, and commercialization activities across the combined organization

— building on the collaboration already underway since 2025. Together, the Company's capabilities now span data origination, AI-driven

valuation, tokenization, exchange infrastructure, commercialization, and compliance — with in-house audience development and demand-creation

capabilities to help populate each exchange as it launches. The result is an integrated platform the Company believes can support a growing

portfolio of specialized exchanges across emerging asset categories.

Mr. Bradley, Brett Moyer, the Company’s

CFO, and Ms. Gallo will engage with investors, strategic partners, and industry stakeholders to discuss the acquisition, the integration

roadmap, and the long-term opportunities created by combining Datavault AI's tokenization and valuation capabilities with NYIAX's exchange

infrastructure. As part of the integration process, NYIAX expects to recommend two representatives for consideration by Datavault AI's

Board of Directors, subject to the Company's customary governance review and approval procedures.

Executive Commentary

"Markets are not created when assets are

digitized. Markets are created when assets can be trusted, valued, exchanged, and discovered under a transparent, common framework. That

belief has guided NYIAX from the beginning," said Teri Gallo, CEO of NYIAX. "While advertising was NYIAX's first application,

the exchange architecture was always designed for a much broader opportunity. By joining Datavault AI, our vision is aligned, and we complete

a critical infrastructure layer that connects AI-driven valuation, tokenization, and exchange-based liquidity within a single ecosystem.

We bring a diverse pipeline of opportunities spanning healthcare, data, advanced materials, entertainment, media, environmental markets,

and natural resources."

"Together, our team is laser-focused on execution

— as we build a foundation for specialized exchanges where tokenized digital and real-world assets can move from concept to valuation,

from valuation to exchange, and ultimately into scalable institutional markets, globally and responsibly."

Transaction Highlights

· Acquired institutional-grade exchange technology

and blockchain settlement infrastructure.

· Added a proprietary exchange platform protected

by four issued U.S. patents (Nos. 10,607,291; 11,410,236; 11,861,707; and 12,198,193), with a fifth patent application filed.

· Expanded Datavault AI's capabilities across the

digital asset lifecycle, from origination and valuation through exchange infrastructure and secondary market participation.

· Added revenue and pipeline opportunities across

a broad range of emerging asset categories to support Datavault AI's stated exchange priorities.

· Added Collective Audience's commercialization,

audience development, and market activation capabilities to support future exchange and marketplace launches.

· Advanced integration efforts aligning Datavault

AI's tokenization initiatives with NYIAX's exchange infrastructure and commercialization platform, building on the companies' collaboration

since March 2025.

About NYIAX

NYIAX has built a global contract management exchange

designed to bring institutional-grade market infrastructure, transparency, and liquidity to traditionally fragmented markets. Founded

in 2017, NYIAX pioneered the exchange-based trading of guaranteed advertising contracts and developed a proprietary exchange infrastructure

platform protected by four issued U.S. patents: U.S. Patent Nos. 10,607,291, 11,410,236, 11,861,707, and 12,198,193, each entitled "Systems

and Methods for Electronic Continuous Trading of Variant Inventories." The patent family provides a framework for the electronic

trading, transfer, settlement, and lifecycle management of unique and variable assets across multiple industries. Through its August

2025 acquisition of Collective Audience, NYIAX also provides AI-powered media, marketing, audience development, and creative services

across consumer and enterprise markets.

About Datavault AI Inc.

Datavault AI Inc. (Nasdaq: DVLT)

is an Artificial Intelligence Platform (“AIP”) company focused on transforming data and real-world assets into intelligent,

secure and monetizable digital assets. The Company’s integrated platform combines artificial intelligence, an AI-driven inference

layer, data valuation, tokenization, cybersecurity, high-performance computing and exchange technologies to support the lifecycle of data

and digital assets—from identification and valuation through tokenization, commercialization and monetization.

Datavault AI operates through

two synergistic divisions: Data Science and Acoustic Science. The Data Science division includes the Company’s patented Data Vault®,

DataValue®, and DataScore® technologies, together with its cybersecurity, tokenization and exchange capabilities. The Acoustic

Science division includes WiSA®, ADIO® and related spatial audio and data-over-sound technologies, as well as the Company’s

events and experiential media businesses, including CompuSystems, Inc., operated under the Event Citadel brand, and API Media Innovations

Inc.

Together, these capabilities form

an integrated AI platform designed to connect data, intelligence, value and markets, enabling enterprises, institutions and asset owners

to identify, protect, value and monetize data and real-world assets.

The Company is headquartered in

Philadelphia, PA. For more information, visit www.dvlt.ai. Investor information is available at

ir.datavaultsite.com. Technology news and insights are published at dvlt.ai/insights.

Trademarks, Trade Names, Service

Marks and Copyrights

We own or have rights to use various

trademarks, trade names, service marks and copyrights, which are protected under applicable intellectual property laws. This press release

also contains trademarks, trade names, service marks and copyrights of other companies, which are, to our knowledge, the property of their

respective owners. Solely for convenience, certain trademarks, trade names, service marks and copyrights referred to in this press release

may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will

not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade

names, service marks and copyrights. We do not intend our use or display of other parties’ trademarks, trade names, service marks

or copyrights to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of

us by, these other parties.

Forward-Looking Statements

This press release contains “forward-looking

statements” (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws)

about Datavault AI Inc. (“Datavault AI,” the “Company,” “us,” “our,” or “we”)

and our industry that involve risks and uncertainties. In some cases, you can identify forward-looking statements because they contain

words, such as “may,” “might,” “will,” “shall,” “should,” “expects,”

“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”

“contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,”

“objective,” “seeks,” “likely” or “continue” or the negative of these words or other similar

terms or expressions that concern our expectations, strategy, plans or intentions. The absence of these words does not mean that a statement

is not forward-looking. Such forward-looking statements, including, but not limited to, statements regarding future events, the anticipated

commercial launches and relaunches of the IDE, NYIAX, IEE, and APE exchange platforms and a planned name, image, and likeness (NIL) exchange

in summer 2026 and the expected timing, features, and capabilities thereof; the anticipated benefits of the NYIAX transaction; the Company’s

full-year 2026 revenue target of at least $200 million; the Company’s business strategies, long-term objectives, and commercialization

plans; and the expected operational, technical, and commercial outcomes of the Company’s commercial strategy, and the projected

direction and market impacts of regulatory changes with respect to digital assets, are necessarily based upon estimates and assumptions

that, while considered reasonable by the Company and its management, are inherently uncertain.

Readers are cautioned not to place undue reliance

on these and other forward-looking statements contained herein.

Actual

results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties

including, but not limited to, the following: the risk that planned exchange launches may not occur on the anticipated timeline or at

all; integration risks associated with the NYIAX acquisition; cybersecurity risks associated with blockchain-based trading platforms;

risks relating to the Company’s ability to achieve its full-year 2026 revenue target of at least $200 million; changes in market

demand for Datavault AI’s services and products; changes in economic, market, or regulatory conditions; risks relating to evolving

regulatory frameworks applicable to tokenized assets and tokenized securities; risks associated with technological development and integration;

and other risks and uncertainties as more fully described in Datavault AI’s filings with the SEC, including its Annual Report on

Form 10-K for the year ended December 31, 2025 and other filings that Datavault AI makes from time to time with the SEC, which are available

on the SEC’s website at https://www.sec.gov, and could cause

actual results to vary from expectations.

The forward-looking statements made in this press

release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to update any forward-looking

statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information

or the occurrence of unanticipated events, except as required by law.

Datavault AI may not actually achieve the plans,

intentions, or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking

statements. Datavault AI’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,

joint ventures, or investments it may make.

Industry and Market Data

Within this press release, we reference information

and statistics regarding the market for our products. We have obtained some of this information and statistics from various independent

third-party sources, including independent industry publications, reports by market research firms and other independent sources. Some

data and other information contained in this press release are also based on management’s estimates and calculations, which are

derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete

and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic

and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within this industry.

While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal

company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition,

assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty

and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions

and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this press release, and

estimates and beliefs based on that data, may not be reliable.

Investor Contact

Edward Barger

VP, Investor Relations

ebarger@dvlt.ai

Media Contact:

marketing@dvlt.ai

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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