Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-098591

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623543d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623543d1_ex99-1.htm)

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0001682149

2026-08-19

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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 19, 2026

Datavault AI Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-38608

30-1135279

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One

Commerce Square

2005

Market Street, Suite 2400

Philadelphia,

Pennsylvania 19103

(Address of principal executive offices, including zip code)

Registrant’s telephone

number, including area code: (408) 627-4716

N/A

(Former name or former address, if changed

since 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:

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 2.02

Results of Operations and Financial Condition.

The information under Item 7.01 of this Current Report on Form 8-K

is incorporated by reference in this Item 2.02.

Item 7.01

Regulation FD Disclosure.

On August 19, 2026, Datavault AI Inc. (“Datavault”)

issued a press release announcing the results for the second quarter ended June 30, 2026. A copy of the press release is attached

hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this

Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing by Datavault, under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated

August 19, 2026.

104

Cover Page Interactive Data File, formatted in Inline Extensible

Business Reporting Language (iXBRL).

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.

DATAVAULT AI INC.

By:

/s/ Brett Moyer

Name:

Brett Moyer

Title:

Chief Financial Officer

Date: August 19, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623543d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Datavault AI

Reports Second Quarter 2026 Financial Results and Provides Business Update Highlighting Progress Toward Commercialization of Tokenization

and Data Monetization Platforms

Datavault AI reiterates

its full-year 2026 revenue target of at least $200 million

Video

demonstrations of the Company’s exchange platforms are available online: Click Here

Q2 2026 Revenue

increased 287% compared to Q2 2025

Strengthened leadership

with the appointments of cybersecurity veteran Barry Childe as Chief Information Security Officer and Dean Becker as Chief Licensing

Officer

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 reported financial

results for the second quarter ended June 30, 2026, and provided an update on the Company’s strategy to assemble and vertically

integrate the infrastructure required to support the commercialization of its data monetization and tokenization platforms.

“Over

the past few months, we made significant progress assembling the technology, infrastructure and strategic capabilities required to bring

Datavault AI’s platform to market at scale,” said Nathaniel Bradley, Chief Executive Officer of Datavault AI. “With

the NYIAX acquisition completed and the acquisition of CyberCatch under definitive agreement, the continued buildout of SanQtum and several

other commercial programs underway, we believe the foundation of our platform is taking shape. Each component of our integrated technology

ecosystem serves a distinct role: NYIAX is expected to provide exchange infrastructure and IP; CLEAR provides identity and credentialing;

Fiserv provides payments and settlement capabilities; IBM watsonx is our AI infrastructure; Available

powers our distributed edge-computing network, and CyberCatch is expected to strengthen security and compliance.”

“These partnerships were never

intended to operate independently,” Mr. Bradley continued. “Together, they form an integrated ecosystem. With the core

platform buildout well underway, our focus for the second half of 2026 shifts to execution: launching our exchanges, scaling SanQtum

and converting our contracted opportunities into commercial activity and recognized revenue.”

Business Highlights

· Completed

the acquisition of NYIAX, the Company's fifth owned exchange which adds programmatic, blockchain-based

ad-contract infrastructure to the Information Data Exchange®

· Entered

into a definitive agreement to acquire CyberCatch Holdings, Inc., with the proposed

acquisition expected to integrate AI-enabled cyber-risk mitigation and quantum-resistant

security natively into the SanQtum edge platform

· Advanced

its collaboration with Fiserv to integrate Datavault AI’s patented data monetization

and tokenization technologies with Fiserv’s financial technology infrastructure

· Continued

nationwide build-out of its quantum-ready GPU edge network with Available Infrastructure,

following the initial New York and Philadelphia deployments

· Expanded

sports and entertainment monetization initiatives through athlete and legacy licensing relationships,

including Tyson Fury, Roberto Clemente, Darryl Strawberry and Dwight “Doc” Gooden

· Entered

into an agreement with Perpetuals.com designed to provide international secondary-market

access for tokenized RWAs, and advanced its strategic minerals initiative with Patriot Strategic

Metals

· Announced

plans to tokenize Available Infrastructure’s Project Qestrel

SanQtum Infrastructure

Expansion and Project Qestrel

During the second

quarter, Datavault AI advanced its partnership with Available Infrastructure to build out its SanQtum-powered edge AI infrastructure.

SanQtum provides the secure, distributed computing layer supporting Datavault AI's broader platform, combining zero-trust networking,

quantum-resilient security, high-performance GPU compute and AI inference at the edge. The Company's initial SanQtum deployments in New

York and Philadelphia are the first steps in a much broader planned nationwide network designed to bring secure compute closer to where

data is generated, valued, and monetized.

July 17, 2026, advancing this infrastructure strategy, Datavault AI announced the tokenization and monetization of Available Infrastructure’s

Project Qestrel, a planned nationwide fleet of 1,000 cybersecure, sovereign edge data centers across 100

U.S. cities and more than 30 states. Each Qestrel site is expected to use Available Infrastructure’s SanQtum technology stack,

including zero-trust networking, quantum-resilient encryption, high-performance computing and edge AI inference.

Datavault AI intends

to use its patented tokenization technology and Information Data Exchange® platform to create $QEST utility tokens representing access

and usage rights to compute capacity across the Project Qestrel network.

Q2-2026 Consolidated

Results

Revenue for the three months ended June 30, 2026

was $6.7 million, an increase of $5.0 million, or 287%, from $1.7 million for the three months ended June 30, 2025.

Gross profit for the three months ended June 30,

2026 was $2.9 million, compared to $35,000 for the three months ended June 30, 2025.

Research and development expenses were $7.2 million,

an increase of $3.0 million from $4.2 million for the three months ended June 30, 2025.

Sales and marketing expenses were $7.2 million,

an increase of $5.5 million from $1.7 million for the three months ended June 30, 2025.

General and administrative expenses were $14.9

million, an increase of $8.4 million from $6.5 million for the three months ended June 30, 2025.

2026 Outlook

Datavault AI is

reiterating its previously announced full-year 2026 revenue target of at least $200 million (approximately 400% growth rate year over

year).

Today’s Datavault AI’s Second

Quarter 2026 Webcast Conference Call

CEO Nathaniel Bradley

and CFO Brett Moyer will host an investor conference call, webcast and Q&A today, at 8:30 a.m. ET August 19, 2026,

to discuss the Company’s results and answer investor questions.

Conference Call

and Webcast Information

· Date:

Wednesday, August 19, 2026, at 8:30 a.m. ET

· Participant

Dial-in (US): 1-877-709-8150

· Participant

Dial-in (International): 1-201-689-8354 -- or Click HERE for participant International

Toll-Free access numbers

· Webcast

Access: Click Here

A replay of the

webcast will be made available later in the day in the Investors/Presentations section of the Datavault AI website: Click Here

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 Company’s revenue target for fiscal 2026, the

expected operational, technical and commercial outcomes of the Company’s commercial strategy, the potential for Datavault AI to

successfully deploy its technologies and gain market share in such markets, the potential for Datavault AI to anticipate market trends,

exploit business opportunities and create value for customers, our business opportunities and prospects, strategy and plans, future operations

and revenue expectations, future costs, future financial condition, objectives of management, licensing, co-development, collaboration

and/or strategic partnership initiatives, recent funding and/or equity investments, expected market growth and M&A activities, including

the pending acquisition of CyberCatch Holdings, Inc. (“CyberCatch”), statements regarding the expected benefits, synergies

and value creation from such acquisition, the anticipated timing of its closing, the ability to satisfy applicable closing conditions,

including, without limitation, any required stockholder approvals under applicable securities laws or the rules and regulations

of the applicable trading market, absence of any injunction or other law or order prohibiting such transaction, absence of pending litigation

challenging or seeking to restrain such transaction, execution and delivery of key-party agreements, and required employee and consultant

waivers and replacement offer letters, the anticipated integration of NYIAX and CyberCatch, the proposed issuance, timing and listing

of $QEST utility tokens and the expectation that the total tokenized value of the Project Qestrel program will exceed $1 billion, the

completion of the proposed nationwide buildout of SanQtum and Project Qestrel, and the expected impact of the foregoing transactions,

initiatives or arrangements on the Company’s business, operations, financial condition and results of operations, 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 the Company will not achieve its full year 2026 revenue target; risks related to our

ability to deploy our technologies and gain market share in our target markets; the risk that Datavault AI will incorrectly anticipate

market trends and/or fail to successfully exploit business opportunities; the risk that regulatory changes with respect to digital assets

may negatively impact the markets in which Datavault AI operates, or fail to drive revenue growth to anticipated levels; risks that the

CyberCatch acquisition may not be completed on the anticipated terms or timeline, or at all; risks that the anticipated benefits, synergies

or value creation from the acquisition of NYIAX and/or the pending acquisition of CyberCatch will not be realized or will not be realized

within the expected timeframe; risks associated with integrating NYIAX, and/or CyberCatch; risks that management’s attention and

resources will be diverted from existing operations; the risk that anticipated exchange launches may be delayed or that contracted opportunities

may not convert into commercial activity and recognized revenue; the risk that the Company may be unable to issue or list $QEST tokens,

obtain required regulatory clearances or achieve the expected tokenized value for Project Qestrel; risks that the nationwide SanQtum

and Project Qestrel buildout will be delayed, not completed or not perform as expected; risks arising from dependence on third parties,

including Available Infrastructure; 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; 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 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.

Investor Contact

Edward Barger

VP, Investor

Relations

ebarger@dvlt.ai

DATAVAULT AI

INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(in thousands, except

share and per share data)

(unaudited)

June 30, 2026

December 31, 2025

Assets

Current Assets:

Cash and cash equivalents

$ 1,400

$ 2,004

Accounts receivable

3,598

888

Related party receivable

24,040

30,000

Unbilled accounts receivable

621

1,705

Inventories

942

636

Note receivable

1,900

—

Crypto assets

49,016

92,222

Deferred offering costs

5,245

5,500

Prepaid software license, current

8,084

7,759

Prepaid expenses and other current assets

40,115

2,159

Total current assets

134,961

142,873

Property and equipment, net

2,452

606

Intangible assets, net

100,235

94,816

Goodwill

27,285

19,135

Prepaid software license, noncurrent

5,158

6,956

Investments in non-marketable securities

1,892

4,300

Deposit for business combination

—

1,000

Other assets

4,659

5,018

Total assets

$ 276,642

$ 274,704

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable

$ 9,705

$ 10,832

Accrued liabilities

11,549

11,002

Due to related party

788

Short-term convertible note payable, related party

3,680

3,936

Short-term promissory notes

1,544

1,013

Total current liabilities

27,266

26,881

Convertible notes payable

—

5,917

Other liabilities

3,482

3,932

Total liabilities

30,748

36,730

Commitments and contingencies (Note 9)

Common stock, par value $0.0001; 2,000,000,000 shares authorized; 854,456,625 and 573,438,153 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

764,408

615,360

Accumulated deficit

(518,601 )

(377,445 )

Total stockholders’ equity

245,894

237,974

Total liabilities and stockholders’ equity

$ 276,642

$ 274,704

DATAVAULT AI

INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

For the three and

six months ended June 30, 2026 and 2025

(in thousands, except

share and per share data)

(unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Live event production revenue

$ 2,839

$ 1,432

$ 5,338

$ 1,432

Consumer audio products, components, and other revenue, net

1,053

277

1,829

895

Consumer audio products and components, related party, net

316

457

Patent license revenue

2,509

—

2,509

—

Total net revenue

6,717

1,735

10,133

2,364

Cost of revenue, live events

3,278

1,396

6,073

1,396

Cost of revenue, consumer audio products, components, and other

557

304

1,067

864

Cost of revenue, patent license

—

Total cost of net revenue

3,839

1,700

7,144

2,260

Gross profit

2,878

2,989

104

Operating Expenses:

Research and development

7,235

4,224

12,964

6,585

Sales and marketing

7,184

1,742

13,820

3,237

General and administrative

14,915

6,528

33,611

12,172

Total operating expenses

29,334

12,494

60,395

21,994

Loss from operations

(26,456 )

(12,459 )

(57,406 )

(21,890 )

Interest expense, net

(1,000 )

(17,202 )

(2,121 )

(17,322 )

Change in fair value of 2025 Notes measured at fair value

—

(8,804 )

—

(8,804 )

Change in fair value of convertible note to related party measured at fair value

—

1,355

—

1,355

Loss on Crypto assets

(8,094 )

—

(25,050 )

—

Extinguishment of debt

—

(1,725 )

—

Impairment of investments in non-marketable securities

(56,372 )

—

(58,906 )

—

Change in fair value of warrant liabilities

3,866

Other income/(expense), net

(3 )

186

(32 )

Loss before provision for income taxes

(88,025 )

(37,111 )

(141,156 )

(46,674 )

Provision for income taxes

—

Net loss attributable to common stockholders

$ (88,025 )

$ (37,116 )

$ (141,156 )

$ (46,679 )

Net loss per common share - basic and diluted

$ (0.12 )

$ (0.54 )

$ (0.22 )

$ (0.77 )

Weighted average number of common shares used in computing net loss per common share

727,623,511

68,174,418

651,345,981

60,968,158

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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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Name:

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- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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