3 unchanged sentences
As of March 13, 2026, there were approximately 375 holders of record of our common stock.
−Removed: This number does not include shares of common stock held by brokerage clearing houses, depositories or others in unregistered form.
+Added: The approximate number of holders is based upon the actual number of holders registered in our records at such date and excludes holders in “street name” or persons, partnerships, associations, corporations, or other entities identified in security positions listings maintained by depository trust companies.
We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future.
We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes.
−Removed: Any determination to pay dividends in the future will be at the discretion of the Board.
+Added: Any determination to pay dividends (cash or otherwise) in the future will be at the discretion of the Board.
Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
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Recent Sales of Unregistered Securities
−Removed: Information required by Item 701 of Regulation S-K as to all unregistered sales of equity securities of the Company during the period covered by this Report have previously been included in Current Reports on Form 8-K filed with the SEC with the exception of the transactions listed below:
−Removed: On July 16, 2024, we issued 100,000 shares of Common Stock to an investor relations service provider as compensation for services provided.
−Removed: Also on July 16, 2024, we issued 36,203 shares of Common Stock to another investor relations service provider as compensation for services provided.
−Removed: On August 5, 2024, we issued 100,000 shares of Common Stock to an affiliate of an investment banking firm as compensation for services provided.
−Removed: Each of the foregoing issuances was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder.
−Removed: None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
−Removed: Management Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: The following discussion of our financial condition and results of operation should be read in conjunction with the consolidated financial statements and related notes that appear elsewhere in this Report.
−Removed: This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
−Removed: These forward-looking statements speak only as of the date of this Report.
−Removed: Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements.
−Removed: Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.
−Removed: Datavault AI is a pioneering technology licensing company that owns a portfolio of patented, secure platforms designed to redefine how data is managed, valued, and monetized in the modern era.
−Removed: Leveraging our proprietary HPC capabilities and advanced software, we aim to empower customers worldwide with revolutionary data solutions.
−Removed: At the heart of our offerings are our artificial intelligence (AI)-driven agents—branded as Data Vault®, DataValue®, DataScore®, and Data Vault Bank®.
−Removed: These tools harness generative AI to deliver enterprise-grade data management solutions tailored for the HPC landscape and the Web 3.0 paradigm.
−Removed: Our technology ensures data ownership immutability, experiential data observability, precise data asset valuation, and secure monetization—which we believe will unlock unprecedented opportunities for businesses in an increasingly data-driven world on which our executive leadership, with our engineering and software development teams, can capitalize.
−Removed: Datavault AI operates through two synergistic platforms (Data Science and Acoustic Science) to optimize our revenue generation.
−Removed: The operating results presented in our historical financial statements represent the audio business and may not be indicative of our results following the asset purchase from EOS Technology Holdings Inc.
−Removed: We expect to derive a higher portion of revenues from the assets purchased from EOS Technology Holdings Inc.
−Removed: as compared to the revenue generated by the legacy Company.
−Removed: We have incurred, and expect to continue to incur, increased salaries and benefits expense due to hiring the additional employees it will take to monetize the economic benefit of the assets purchased in the Data Vault transaction.
−Removed: Other corporate costs are expected to increase such as legal and research and development expenses due to increased patent activity as well as sales and marketing expenses.
−Removed: Critical Accounting Policies
−Removed: The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America.
−Removed: Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control.
−Removed: As a result, they are subject to an inherent degree of uncertainty.
−Removed: In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates.
−Removed: Those estimates are based on our historical operations, our future business plans and projected financial results, our observance of trends in the industry and information available from other outside sources, as appropriate.
−Removed: Please see Note 1 of the Notes to the Consolidated Financial Statements for a more complete description of our significant accounting policies.
−Removed: Comparison of the Years Ended December 31, 2024 and 2023
−Removed: Revenue for the year ended December 31, 2024 was $2,674,000, an increase of $591,000 or 28%, compared to the revenue of $2,083,000 for the year ended December 31, 2023.
−Removed: The increase in overall sales is primarily related to an increase in engineering revenue to one customer.
−Removed: Gross Profit (Deficit) and Operating Expenses
−Removed: Gross Profit (Deficit)
−Removed: Gross profit for the year ended December 31, 2024 was $376,000, an increase of $3,833,000 compared to a gross deficit of $3,457,000 for the year ended December 31, 2023.
−Removed: The gross margin as a percent of sales was 14% for the year ended December 31, 2024, compared to (166%) for the year ended December 31, 2023.
−Removed: The increase in gross profit and gross margin as a percent of sales is mainly attributable to the year ended December 31, 2023 having a $2,875,000 increase in inventory reserves as a result of certain excess raw materials, primarily attributable to the out of balance inventory associated with longer lead time semiconductor chips.
−Removed: Research and Development
−Removed: Research and development expenses for the year ended December 31, 2024 were $7,818,000, an increase of $362,000 compared to expenses of $7,456,000 for the year ended December 31, 2023.
−Removed: The increase in research and development expenses is primarily related to increased salaries and benefits expense of $556,000 and recruitment fees expense of $84,000 offset by decreases in outside consultants of $164,000 and legal of $95,000.
−Removed: Sales and Marketing
−Removed: Sales and marketing expenses for the year ended December 31, 2024 were $3,974,000, a decrease of $1,203,000 compared to expenses of $5,177,000 for the year ended December 31, 2023.
−Removed: The decrease in sales and marketing expenses is primarily related to decreased salary and benefit expense of $515,000 and decreased website expenses, advertising, trade shows, consulting expenses, stock-based compensation, and public relations expenses of $204,000, $155,000, $60,000, $117,000, $94,000 and $93,000, respectively.
−Removed: General and Administrative
−Removed: General and administrative expenses for the year ended December 31, 2024 were $9,722,000, an increase of $4,355,000 compared to expenses of $5,367,000 for the year ended December 31, 2023.
−Removed: The increase in general and administrative expenses is primarily related to increased investor relations expenses of $2,607,000, which includes stock-based compensation charges of $334,000, increased legal fees of $458,000, increased stock-based compensation expense of $648,000, increased salaries and benefits of $133,000, an increase in consultants expense of $147,000, an increase in shareholder expense of $197,000 and an increase in bonus of $85,000.
−Removed: Interest Expense, net
−Removed: Interest expense, net for the year ended December 31, 2024 was $1,272,000 compared to $932,000 for the year ended December 31, 2023.
−Removed: Interest expense for the year ended December 31, 2024 was primarily due to the amortization of debt discounts associated with the January 2024 Promissory Note in the principal amount of $1,000,000 that the Company incurred in January 2024 and repaid in full in the three months ended March 31, 2024.
−Removed: Interest expense for the year ended December 31, 2023 was primarily due to the amortization of debt discounts associated with the senior secured convertible note that the Company issued in August 2022 and repaid in full on April 11, 2023 and the amortization of debt discounts associated the short-term loan that the Company issued in September 2023 that was repaid in full on December 7, 2023.
−Removed: Change in Fair Value of Warrant Liability
−Removed: Change in fair value of warrant liability for the year ended December 31, 2024 was a loss of $29,120,000 compared to a gain of $4,510,000 for the year ended December 31, 2023.
−Removed: The change in fair value of the warrant liability for the year ended December 31, 2024 was due to the issuance of additional warrants to purchase 5,602,693 shares of common stock and the subsequent valuing of such warrants which were impacted by the Company’s higher stock price throughout the year.
−Removed: The additional warrants were issued as a result of provision in certain of the warrant agreements that was triggered following the Company’s reverse stock split that occurred in April 2024.
−Removed: The change in fair value of the warrant liability for the year ended December 31, 2023 was due to the issuance of warrants during the year ended December 2023 associated with our common stock and Series B Preferred Stock offerings and the subsequent decrease in our common stock price at year end compared to the price of our stock on the date of the warrants were issued.
−Removed: Loss on Debt Extinguishment
−Removed: During the year ended December 31, 2024, the Company recorded a loss on debt extinguishment of $0.
−Removed: During the year ended December 31, 2023, the Company recorded a loss on debt extinguishment of $837,000.
−Removed: The loss is directly related to the Company’s April 2023 repayment of the Convertible Note in the amount of $1,656,744.
−Removed: The repayment of the entirety of the outstanding balance of such note, included the unpaid principal, interest through the payoff date, and a pre-payment premium of $276,000.
−Removed: The loss also includes the expensing of the related unamortized debt discounts totaling $894,000, offset partially by a $333,000 gain on termination of a derivative liability that was established in connection with the Convertible Note.
−Removed: Deemed Dividend on Exchange of Convertible Preferred Stock for Common Stock
−Removed: During the year ended December 31, 2024, the Company recorded a deemed dividend of $5,842,000 which was primarily related to the accretion upon the repurchase of 62,657 Series B Preferred Stock shares and extinguishment of 81,315 Series B Preferred Stock warrants.
−Removed: During the year ended December 31, 2023, the Company recorded a deemed dividend of $6,360,000, which was primarily related to the accretion upon the conversion of 110,278 shares of Series B Preferred Stock to 177,282 shares of common stock.
−Removed: Deemed Dividend on Issuance of Common Stock and Warrants Issued in Connection with Amendments to Warrants to Purchase Common Stock
−Removed: During the year ended December 31, 2024, the Company recorded a deemed dividend of $10,475,000 primarily related to excess fair value of equity instruments transferred to warrant holders in connection with modifications and exchanges to equity classified common stock warrants.
−Removed: No such deemed dividend was recorded during the year ended December 31, 2023.
−Removed: Liquidity and Capital Resources
−Removed: Cash and cash equivalents as of December 31, 2024 were $3,330,000, compared to $411,000 as of December 31, 2023.
−Removed: We used net cash in operating activities of $17,526,000 for the year ended December 31, 2024.
−Removed: For the year ended December 31, 2023, we used net cash in operating activities of $14,826,000.
−Removed: Excluding the net loss and non-cash adjustments, the increase in the use of net cash from operating activities during the year ended December 31, 2024, was primarily related to the increase in prepaid expenses and other current assets and a decrease in accounts payable offset by a decrease in inventories.
−Removed: We have financed our operations to date primarily through the issuance of equity securities, proceeds from the exercise of warrants to purchase common stock and sale of debt instruments.
−Removed: Cash provided by financing activities for the year ended December 31, 2024 was $22,002,000.
−Removed: In January 2024, we received gross proceeds of $600,000 from the issuance of promissory notes and common stock purchase warrants to certain accredited investors.
−Removed: In February 2024, we received gross proceeds of approximately $10.0 million from the public offering of 1,025,600 units, with each unit consisting of one share of common stock (or pre-funded warrant in lieu thereof) and one warrant, each to purchase one (1) share of common stock.
−Removed: In March 2024 we received gross proceeds of approximately $2.3 million from the issuance of 417,833 shares of common stock, 93,342 pre-funded common stock warrants and the issuance of 511,175 warrants to purchase common stock.
−Removed: On April 19, 2024, we received net proceeds of approximately $591,000 from the issuance of 225,834 shares of common stock and the issuance of 225,834 warrants to purchase common stock.
−Removed: On April 23, 2024, we received net proceeds of approximately $1.6 million from the issuance of 361,904 shares of common stock and the issuance of 542,856 warrants to purchase common stock.
−Removed: On April 30, 2024, we received net proceeds of approximately $2.1 million from the issuance of 418,845 shares of common stock and the issuance of 418,845 warrants to purchase common stock.
−Removed: On May 15, 2024, we received net proceeds of approximately $2.3 million from the issuance of 785,000 shares of common stock and the issuance of 785,000 warrants to purchase common stock.
−Removed: On May 17, 2024, we received net proceeds of approximately $2.1 million from the issuance of 675,000 shares of common stock and the issuance of 675,000 warrants to purchase common stock.
−Removed: In September 2024, we received net proceeds of approximately $2.4 million from the exercise of 1,193,721 warrants to purchase common stock.
−Removed: In November and December 2024, we received net proceeds of $4.9 million from the exercise of 3,821,442 warrants to purchase common stock.
−Removed: Going Concern
−Removed: Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business.
−Removed: We have incurred net operating losses each year since inception.
−Removed: As of December 31, 2024, we had cash and cash equivalents of $3.3 million and reported net cash used in operations of $17.5 million during the year ended December 31, 2024.
−Removed: The Company expects operating losses to continue in the foreseeable future because of additional costs and expenses related to research and development activities, plans to expand its product portfolio, and increase its market share.
−Removed: The Company’s ability to attain profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure.
−Removed: Based on current operating levels, we will need to raise additional funds during the next 12 months by selling additional equity or incurring debt (See Note 13 – Subsequent Events for additional information).
−Removed: To date, the Company has funded its operations primarily through issuance of equity securities and proceeds from the exercise of warrants to purchase common stock and the sale of debt instruments.
−Removed: Additionally, future capital requirements will depend on many factors, including the rate of revenue growth, the selling price of the Company’s products, the expansion of sales and marketing activities, the timing and extent of spending on research and development efforts and the continuing market acceptance of the Company’s products.
−Removed: These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of this prospectus.
−Removed: Management of the Company intends to raise additional funds through the issuance of equity securities or debt.
−Removed: There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all.
−Removed: Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives.
−Removed: As a result, the substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.
−Removed: The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
−Removed: Off-Balance Sheet Arrangements
−Removed: We have no off-balance sheet arrangements.
−Removed: Quantitative and Qualitative Disclosures about Market Risk.
−Removed: We are not required to provide the information required by this Item as we are a smaller reporting company.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.