Datavault AI Inc. (DVLT) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Datavault AI Inc. on November 3, 2025, reporting events occurring on October 28, 2025. The Company, incorporated in Delaware and listed on The Nasdaq Capital Market, announced the entry into a material definitive agreement.
Key Financial Metrics
This filing does not contain periodic financial statements (revenue, profit, cash flow, margins, debt, or liquidity). The only financial metric disclosed is the transaction value of the new agreement:
- Acquisition Price: $14,000,000 in cash.
Material Changes
On October 28, 2025, Datavault AI Inc. entered into a Stock Purchase Agreement to acquire 100% of the outstanding common stock of API Media Innovations Inc. ("API Media") from sellers David Reese and Frank Tomaino. The transaction is subject to customary representations, warranties, covenants, and closing conditions.
Outlook, Risks, and Contingencies
The closing of the acquisition is contingent upon the satisfaction of conditions outlined in the Purchase Agreement. Key contingencies and termination rights include:
- Outside Date: The agreement may be terminated by either party if the closing is not consummated by December 5, 2025.
- Termination for Cause: Either party may terminate if the other party is in material breach and fails to cure within 10 days of written notice.
- Regulatory Block: The agreement may be terminated if a governmental authority issues a final, non-appealable order prohibiting the consummation of the purchase.
- Full Text Reference: The summary is qualified by the full text of the Purchase Agreement attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the Company's current cash position to confirm the ability to fund the $14,000,000 cash purchase price.
- Review the full text of the Stock Purchase Agreement (Exhibit 10.1) for specific closing conditions and representations.
- Monitor for any regulatory approvals required to close the transaction before the December 5, 2025 Outside Date.
- Confirm the financial health and business operations of API Media Innovations Inc. prior to closing.