What changed in this filing

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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-31 · 1176 added, 859 removed, 1297 unchanged (61% of the section changed)

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Based on this evaluation, management concluded that Company’s internal control over financial reporting was effective as of December 31, 2025.

This Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b).

Changes in Internal Control over Financial Reporting

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Other Information

Vivasor License Agreement

On December 20, 2025, the Company entered into an exclusive license agreement with Vivasor (the “Vivasor License Agreement”), pursuant to which the Company granted to Vivasor a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other intellectual property rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including medical imaging and scanning – in consideration for a one-time cash payment in the amount of $20.0 million, payable within 120 days following invoicing, a 5% royalty on net sales of products that incorporate or make use of the licensed intellectual property (“Vivasor Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Vivasor Product Net Sales milestones, in an aggregate amount up to $2.55 billion.

During the year ended December 31, 2025, the Company recognized $20.0 million of revenue related to this agreement.

As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Vivasor totaled $20.0 million.

The Vivasor License Agreement expires upon the expiry of the patents underlying the licensed intellectual property, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free.

The Vivasor License Agreement is subject to earlier termination if, among other things:

(i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Vivasor License Agreement, or (iii) Vivasor fails to make any required payment to the Company that is not cured within 15 days.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Nathaniel Bradley

President, Chief Executive Officer and Board member

President, Chief Executive Officer and Director

Chief Financial Officer and Chairman of the Board

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Nathaniel Bradley, Chief Executive Officer, Director.

Bradley, age 49, has served as Chief Executive Officer and sole member of the board of Data Vault since October 2018, and as Chief Executive Officer of Intellectual Property Network, Inc.

since January 2008.

Prior to joining Data Vault, Mr.

Bradley served as Chief Technology Officer of Parallax Health Sciences, Inc.

between 2018 and 2021.

Bradley holds no public company directorships other than with the Company and has only held the aforementioned position in the Company during the previous five years.

Bradley has served as the Company’s Chief Executive Officer and Director since December 2024.

Bradley has also served as Chief Executive Officer and sole member of the board of EOS Holdings, since October 2018, and as Chief Executive Officer of Intellectual Property Network, Inc., an intellectual property services company, since January 2008.

In addition, Mr.

Bradley served as Chief Technology Officer of Parallax Health Sciences, Inc., a healthcare technology company, between 2018 and 2021.

Bradley earned a bachelor’s degrees in business administration and marketing from the University of Phoenix.

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Bradley’s extensive experience as an inventor across diverse fields such as Internet broadcasting, mobile advertising, behavioral healthcare, blockchain, cybersecurity, AI, and data science gives him the qualifications and skills to serve as a director.

Brett Moyer, Chief Financial Officer and Chairman of the Board .

Brett Moyer is a founding member of the Company and has served as the President and Chief Executive Officer of the Company and as a member of its Board since August 2010.

Moyer is a founding member of the Company and has served as the President and Chief Executive Officer of the Company and as a member of its Board since August 2010.

From August 2002 to July 2010, Mr.

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From February 1986 to May 1997, Mr.

Moyer worked at Zenith Electronics Inc.

a consumer electronic company, where he had most recently been the vice president and general manager of its Commercial Products Division.

Moyer worked at Zenith Electronics Inc., a consumer electronic company, where he had most recently been the vice President and General Manager of its Commercial Products Division.

Between August 2017 and October 2019, Mr.

Moyer served as a member of the board of directors of DionyMed Brands Inc., a company which operated a multi-state, vertically integrated operating platform that designs, develops, markets and sold a portfolio of branded cannabis products.

From June 2016 to November 2018, Mr.

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Moyer is qualified to serve on the Board because of his extensive experience as an executive with technology and electronic companies.

Kimberly Briskey, Director

Kimberly Briskey has been a member of the Board since June 2024.

Briskey currently serves as Brand CFO of Eddie Bauer at SPARC Group LLC, where she leads a finance and accounting team managing an $800M multichannel business.

She joined SPARC Group LLC in August 2020.

Previously, she served as Sr.

Director of DTC Finance and Company Planning at SPARC Group LLC.

She has expertise in financial planning, long-range budgeting, and operational oversight.

Her extensive experience includes senior roles at Lucky Brand, Beyond Yoga, J Brand, and GUESS?

INC., driving financial efficiencies and profitability across various retail and e-commerce channels.

Kimberly Briskey , Ms.

Briskey has been a member of the Board since June 2024 and currently serves as Chair of the Audit Committee.

Briskey currently serves as Chief Financial Officer of Lemonaid SPV, Inc., where she leads the company’s finance organization and is responsible for financial strategy, financial planning and analysis, accounting, financial reporting, internal controls, and operational finance.

In this role, she partners with executive leadership on capital allocation decisions, working capital strategy, and financial planning to support the company’s operational performance and long-term growth initiatives.

Prior to joining Lemonaid SPV, Inc., Ms.

Briskey served in senior finance leadership roles at SPARC Group LLC, including Brand Chief Financial Officer for Eddie Bauer, where she led the finance and accounting organization supporting an approximately $800 million multichannel retail business.

Earlier in her career, Ms.

Briskey held finance leadership positions at Lucky Brand, Beyond Yoga, J Brand, and GUESS?, Inc., where she focused on financial planning and analysis, operational finance, and profitability improvement across global retail and e-commerce operations.

Her experience includes oversight of capital investment planning, working capital optimization, financial modeling and valuation analysis related to potential acquisitions, and integration planning following strategic transactions.

Briskey holds a Bachelor of Science in Global Business and Marketing from Arizona State University and a Professional Designation in Product Development from the Fashion Institute of Design and Merchandising.

The Company believes that Ms.

Briskey is qualified to serve on the Board because of her years of experience as a growth-oriented financial executive in global organizations.

The Company believes Ms.

Briskey is qualified to serve on the Board due to her extensive experience in financial leadership, financial reporting and internal controls oversight, capital allocation, strategic planning, and operational management within complex consumer and digital commerce businesses.

Gilbert has been a member of the Board since April 2015.

Gilbert has been working in the Research and Machine Intelligence and Project Loon teams at Google, Inc.

since March 2014, and from January 2014 to March 2014, Dr.

Gilbert worked for Transformational Technology Insights LLC, a consulting company, where he served as the sole principal.

Previously, from May 2011 to December 2013, Dr.

Gilbert has been working in the Google AI / Google Research and Project Loon teams at Google, Inc.

Previously, from 2011 to 2013, Dr.

Gilbert was Chief Technology Officer of Silicon Image, Inc., a leading provider of wired and wireless connectivity solutions.

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Before SiBEAM Inc., Dr.

Gilbert served as director of algorithms and architecture and other engineering and management positions at Atheros Communications, a semiconductor developer, from May 2000 to May 2005, where he led the development of that company’s 802.11n, 802.11g, eXtended Range (“XR”), and Smart Antenna technologies.

Gilbert served as director of algorithms and architecture and other engineering and management positions at Atheros Communications, a semiconductor developer, from 2000 to 2005, where he led the development of 802.11n, 802.11g, eXtended Range, and Smart Antenna technologies.

Gilbert received a Ph.D.

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David Howitt.

David Howitt has been a member of the Board since December 2021.

Howitt has been a member of the Board since December 2021.

Since March 2004, Mr.

Howitt has served as the founder and CEO of Meriwether Group LLC, a strategic consulting firm that works with disruptive consumer brands by integrating their visions, developing growth strategies, scaling their brands, and increasing revenue in order to build enterprise value.

Prior to founding Meriwether Group LLC, between 1997 to 2008 Mr.

Howitt worked in various positions at Adidas US, including managing Licensing and Business Development and as corporate counsel from 1997 to 2001.

Howitt serves as Member Of The Board Of Advisors, Bloch International.

Howitt earned his bachelor’s degree, political science/philosophy at Denison University and his JD, environmental and natural resources law at Lewis & Clark Law School.

Howitt serves as Member of The Board of Advisors, for Bloch International.

Howitt earned his bachelor’s degree in political science/philosophy at Denison University and his JD in environmental and natural resources law at Lewis & Clark Law School.

The Company believes that Mr.

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Helge Kristensen.

Helge Kristensen has been a member of the Board since August 2010.

Kristensen has been a member of the Board since August 2010.

Kristensen has held high level management positions in technology companies for the last 25 years and for the last 18 years, he has served as vice president of Hansong Technology, an original device manufacturer of audio products based in China, and as president of Platin Gate Technology (Nanjing) Co.

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His expertise is centered on understanding and applying new and innovative technologies.

He holds a master’s degree in Engineering and an HD-R, a graduate diploma, in Business Administration (Financial and Management Accounting) from Alborg University in Denmark.

He holds a master’s degree in Engineering and an HD-R, a graduate diploma, in Business Administration (Financial and Management Accounting) from Aalborg University in Denmark.

The Company believes that Mr.

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Sriram Peruvemba.

Sriram Peruvemba has been a member of the Board since June 2020.

Peruvemba has been a member of the Board since June 2020.

He is the CEO of Marketer International Inc., a marketing services firm, a position he has held since July 2014.

Peruvemba currently serves on a number of additional boards, including as a member of Visionect d.o.o since September 2017, as a member of Omniply Technologies since May 2020, as a member of Edgehog Technologies since January 2023, as a member of SmartKem Inc.

since July 2023, and as a member of Azumo since July 2023.

He previously served as board member and Chair of Marketing for the Society for Information Display from August 2014 to July 2020.

Peruvemba was previously the Chief Marketing Officer at E Ink Holdings, where he played a major role in transforming the startup to a global company with a valuation greater than $1 billion.

Peruvemba was previously the Chief Marketing Officer at E Ink Holdings, where he played a major role in transforming the startup into a global company with revenue greater than $1

With over 35 years of experience in the technology industry, Mr.

Peruvemba has been an influential advocate in the advancement of electronic hardware technologies.

Based in Silicon Valley, Mr.

Peruvemba advises high tech firms in the US, Canada, and Europe.

He received a bachelor’s degree in Engineering from Bangalore University, an MBA degree from Wichita State University and a post-graduate diploma in management from Indira Gandhi National Open University.

He received a bachelor’s degree in Engineering from Bangalore University, an MBA degree from the Barton School at WSU and a post-graduate diploma in management from Indira Gandhi National Open University.

The Company believes that Mr.

Peruvemba is qualified to serve on the Board because of such experience and because he is an acknowledged expert on electronic displays, haptics, touch screens, electronic materials and related technologies.

Peruvemba is qualified to serve on the Board because of his experience and because he is an acknowledged expert on electron high-tech hardware, software and related technologies.

He also consults, writes and presents on those subjects globally.

Robert Tobias.

Robert Tobias has been a member of the Board since February 2020 and has served as CEO, Chairman and President of HDMI Licensing Administrator Inc.

Tobias has been a member of the Board since February 2020 and has served as CEO, Chairman and President of HDMI Licensing Administrator Inc.

since January 2017, where he has been the strategic force behind the licensing, enforcement, compliance and growth of HDMI® technology around the world.

Tobias leads efforts to promote the HDMI specification as the premier digital and audio interface to the consumer electronics, mobile, PC and entertainment industries.

In addition, he oversees IP enforcement with 1700 HDMI licensees and partners responsible for the release of almost nine billion HDMI products worldwide, and as such brings a recognized level of expertise working with foreign regulatory channels, customs authorities, standards development organizations, media companies, etc., to grow the business and protect the HDMI brand.

In addition, he oversees intellectual property enforcement with 1700 HDMI licensees and partners responsible for the release of almost nine billion HDMI products worldwide, and as such brings a recognized level of expertise working with foreign regulatory channels, customs authorities, standards development organizations, media companies, etc., to grow the business and protect the HDMI brand.

Prior to joining HDMI Licensing Administrator Inc., Mr.

Tobias served as President of HDMI Licensing LLC, a wholly owned subsidiary of Lattice Semiconductor, from September 2015 to December 2016, where he led the marketing, licensing and compliance teams promoting and licensing the HDMI intellectual property, and prior to that, he held the roles of President at MHL and Senior Director of Strategic Product Marketing and Business Development at Silicon Image.

Prior to this, he held the roles of President at MHL and Senior Director of Strategic Product Marketing and Business Development at Silicon Image Inc.

Tobias earned a Bachelor’s degree in Electrical Engineering from UC Davis, an MBA from Santa Clara University and sits on the UC Davis Engineering Faculty Dean’s Executive Committee.

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Wendy Wilson.

Wendy Wilson has been a member of the Board since May 2021.

Wilson previously served as Vice President of Marketing at ChargePoint, Inc.

from August 2017 to November 2023, a leading electric vehicle charging network provider, where she had profit and loss responsibilities for the company’s home business unit, assisted with run go-to- market functions for such company’s SaaS businesses and helped to expand operations into European markets with scalable localization, web, and marketing processes.

Wilson has been a member of the Board since May 2021.

Wilson is currently Chief Marketing Officer at CALSTART, a national nonprofit focusing on clean transportation.

Previously, Ms.

Wilson served as Vice President of Marketing at Jive Software, a communication software company, from August 2014 to July 2017, where she led demand generation, field and web teams, and has held leadership roles in small venture capital funded startups and publicly traded firms, including Yahoo!

and The Walt Disney Company (“Disney”).

In her leadership role at Infoseek, which was acquired by Disney in 1998, she was responsible for cross- disciplinary teams from ESPN, Go.com (ABC News), Mr.

Wilson served as Vice President of Marketing at ChargePoint, Inc.

from August 2017 to November 2023, a leading electric vehicle charging network provider, where she had profit and loss responsibilities for its home business unit, assisted with run go-to- market functions for its SaaS businesses and helped to expand operations into European markets with scalable localization, web, and marketing processes.

Previously, Ms.

Wilson served as Vice President of Marketing at Jive Software, a communication software company, from August 2014 to July 2017, where she led demand generation, field and web teams.

In addition, she has held leadership roles in small venture capital funded startups and publicly traded firms, including Yahoo!

Inc., Infoseek and The Walt Disney Company.

In her leadership role at Infoseek, which was acquired by Walt Disney Company in 1998, she was responsible for cross- disciplinary teams from ESPN, Go.com (ABC News), Mr.

Showbiz and Infoseek brands.

At Yahoo, she was responsible for both the monetization and editorial strategy for the Yahoo front page, known then as the world’s homepage.

Inc., she was responsible for both the monetization and editorial strategy for the Yahoo front page, known then as the world’s homepage.

Wilson is a graduate of Northwestern University with a bachelor’s degree in English.

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Our Board currently consists of nine (9) members:

Nathaniel Bradley, Brett Moyer, David Howitt, Dr.

Gilbert, Helge Kristensen, Sriram Peruvemba, Robert Tobias, Wendy Wilson and Kimberly Briskey.

Nathaniel Bradley, Brett Moyer, Kimberly Briskey, Dr.

Gilbert, David Howitt, Helge Kristensen, Sriram Peruvemba, Robert Tobias, and Wendy Wilson.

All of our directors will serve until our next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal.

Director Independence

As our common stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the definition of “independent director” contained in Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market LLC.

Our Board affirmatively determined that Dr.

Gilbert, Sriram Peruvemba, Kimberly Briskey, Robert Tobias and Wendy Wilson are “independent directors,” as that term is defined in the Marketplace Rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”).

Our Board affirmatively determined that Kimberly Briskey, Dr.

Gilbert, Sriram Peruvemba, Robert Tobias, and Wendy Wilson are “independent directors,” as that term is defined in the Nasdaq Rules.

Under the corporate governance rules of Nasdaq, our Board must be composed of a majority of “independent directors.” Additionally, subject to certain limited exceptions, our audit, compensation, and nominating and corporate governance committees also must be composed of all independent directors.

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Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under the Nasdaq Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Under the Nasdaq Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in such member’s capacity as a member of such committee, such company’s board of directors, or any other committee of such board of directors:

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Board Meetings and Attendance

During fiscal year 2024, the Board held 4 physical/telephonic meetings.

No incumbent director attended, either in person or via telephone, fewer than 75% of the aggregate of all meetings of the Board and the committees of the Board, for which at the time of the meeting they were a member of the Board.

The Board also approved certain actions by unanimous written consent.

During fiscal year 2025, the Board held 18 physical/telephonic meetings and acted by written consent 18 times.

Each director attended at least 75% of the aggregate of (i) the total number of meetings the Board held during the period for which the director had been a director and (ii) the total number of meetings held by all committees of the Board on which the director served during the periods that the director served.

Annual Meeting Attendance

The Company held its 2024 Annual Meeting of Stockholders on December 20, 2024.

We do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders but we encourage our directors to attend such meetings.

Seven of nine directors attended the 2025 annual meeting of stockholders held on November 24, 2025.

Stockholder Communications with the Board

Stockholders wishing to communicate with the Board, the non-management directors, or with an individual Board member may do so by writing to the Board, to the non-management directors, or to the particular Board member, and mailing the correspondence to:

c/o Nathaniel Bradley, Chief Executive Officer, Datavault AI Inc., 15268 NW Greenbrier Pkwy, Beaverton, OR 97006.

c/o Nathaniel Bradley, Chief Executive Officer, Datavault AI Inc., One Commerce Square, 2005 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103.

The envelope should indicate that it contains a stockholder communication.

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As of March 17, 2026, the members of such committees are:

Audit Committee – Kimberly Briskey*(1), Sriram Peruvemba and Wendy Wilson

Compensation Committee – Sriram Peruvemba*, Dr.

Gilbert and Robert Tobias

Nominating and Corporate Governance Committee – Robert Tobias* and Dr.

Nominating and Corporate

Audit Committee

Compensation Committee

Governance Committee

Kimberly Briskey (1)

Sriram Peruvemba

Robert Tobias*

Total Meetings in 2025

Total Actions by Written Consent in 2025

Indicates Committee Chair

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The Compensation Committee does not utilize the services of an independent compensation consultant to assist in its oversight of executive and director compensation.

On January 30, 2018, the Board adopted a written charter for the Compensation Committee.

The Compensation Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.

Nominating and Corporate Governance Committee

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In the case of director candidates recommended by stockholders, our Board would evaluate such candidates using the factors described above.

The Nominating and Governance Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.

Director Nomination Procedures

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The Company’s officers, directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Specific due dates for such reports have been established by the SEC, and the Company is required to disclose in this Report any failure to file reports by such dates during the fiscal year ended December 31, 2024.

During such fiscal year, we believe that all reports required to be filed by such persons pursuant to Section 16(a) of the Exchange Act were filed on a timely basis, with the exception of the reports listed in the table below:

Number of Late Reports

EOS Technology Holdings Inc..

EOS Technology Holdings Inc.’s Form 3 and Form 4 were not filed on a timely basis, due to technical delays in obtaining EDGAR codes.

Choi’s Form 3 was not filed on a timely basis, due to technical delays in obtaining EDGAR codes.

Specific due dates for such reports have been established by the SEC, and the Company is required to disclose in this Annual Report on Form 10-K any failure to file reports by such dates during the fiscal year ended December 31, 2025.

Number of Late

Nathaniel Bradley

Bradley’s Form 3 and Form 4 were not filed on a timely basis, due to technical delays in obtaining EDGAR codes.

Bradley’s Form 4 was not filed on a timely basis due to inadvertent administrative oversight.

Code of Business Conduct and Ethics

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We have a written insider trading policy that applies to our directors, officers, employees, contractors and consultants, including our principal executive officer or principal financial officer and principal accounting officer, and persons performing similar functions, as well as certain additional persons enumerated in the insider trading policy, including, but not limited to, entities controlled by the aforesaid persons and their family members living in the same household.

Our insider trading policy also governs transactions in our securities by the Company itself.

The policy is designed to prevent the Company from repurchasing or otherwise transacting in its securities while aware of material non-public information and requires that any such transactions, including share repurchases, be conducted in compliance with applicable securities laws and pursuant to procedures intended to prevent trading on the basis of material non-public information.

We intend to disclose future amendments to such policy, or any waivers of its requirements, applicable to any principal executive officer or principal financial officer and principal accounting officer, or persons performing similar functions or our directors on our website identified above or in a current report on Form 8-K that we would file with the SEC.

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The timing of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

During the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the Securities and Exchange Commission.

During the year ended December 31, 2025, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

Summary Compensation Table for Fiscal Years 2025 and 2024

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Name and Principal Position

Nathaniel Bradley, Chief Executive Officer and Board member(2)

Nathaniel Bradley, Chief Executive Officer and Director(2)

Brett Moyer, Chief Financial Officer and Chairman of the Board(3)

Gary Williams (4)

Chief Accounting Officer, VP of Finance

(1) Amounts reported in this column do not reflect the amounts actually received by our named executive officers.

Instead, these amounts reflect the aggregate grant date fair value of each restricted stock award (“RSA”) and each RSU granted to the named executive officers during the fiscal years ended December 31, 2024 and 2023, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718.

Instead, these amounts reflect the aggregate grant date fair value of each restricted stock award (“RSA”) and each restricted stock unit (“RSU”) granted to the named executive officers during the fiscal years ended December 31, 2025 and 2024, as computed in accordance with FASB Accounting Standards Codification (“ASC”) 718.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2) Nathaniel Bradley became the Chief Executive Officer and Board member on December 31, 2024 in connection with the DV Closing on December 31, 2024.

(2) Nathaniel Bradley became our Chief Executive Officer and Director on December 31, 2024 in connection with the consummation of the DV Asset Acquisition.

Bradley received no compensation in the year ended December 31, 2024.

(3) On December 31, 2024, Brett Moyer, formerly Chief Executive Officer of the Company, assumed the role of Chief Financial Officer.

Moyer’s change from Chief Executive Officer to Chief Financial Officer was in connection with the DV Closing on December 31, 2024, the Company and Mr.

Moyer entered into the Moyer Employment Amendment.

(4) Gary Williams, resigned from Chief Accounting Officer, VP of Finance on August 23, 2024.

Pursuant to his Severance Agreement executed on November 30, 2024, he received $151,925 in a severance payment on November 30, 2024 for extending his employment to this date.

(3) On December 31, 2024, Brett Moyer, formerly the Chief Executive Officer of the Company, assumed the role of Chief Financial Officer.

Moyer’s change from Chief Executive Officer to Chief Financial Officer was in connection with the consummation of the DV Asset Acquisition on December 31, 2024, and the Company and Mr.

Moyer entered into an amended and restated employment agreement on such date (the “Moyer Employment Amendment”).

Executive Employment Agreements and Arrangements

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Pursuant to the Moyer Agreement, if Mr.

Moyer is terminated without cause or resigns with good reason, he is entitled to receive twelve (12) months of salary.

Moyer is also entitled to continue to receive the employer subsidy under group health, dental and vision coverage for the period of severance, which is twelve (12) months, a pro rata bonus for the year of termination and the acceleration of vesting with respect to all unvested equity awards.

Additionally, in the event of a Change in Control (as defined in the Moyer Agreement), all unvested equity awards held by such executive officer shall immediately vest and become exercisable, provided that subject to any exceptions in any award agreement entered into with such executive officer, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

Moyer is also entitled to be made whole for income, employment and excise taxes in the event that payments, benefits and distributions, including the effects of accelerated vesting of equity, would result in the application of the “golden parachute” excise tax under Internal Revenue Code Section 4999.

On December 31, 2024, Mr.

Moyer submitted his resignation as Chief Executive Officer of the Company, effective upon the DV Closing.

Moyer was terminated without cause or resigned with good reason (as such terms are defined in the Moyer Agreement), he was entitled to receive, subject to his execution of a release of claims, (i) twelve (12) months of base salary paid in accordance with the Company’s regular payroll practices, (ii) if Mr.

Moyer elected to continue group health, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company would have contributed for the period of severance, which is twelve (12) months, toward the cost of such coverage as if Mr.

Moyer was an active employee, (iii) a pro rata bonus for the year of termination and (iv) the acceleration of vesting with respect to all unvested equity awards, provided that subject to any exceptions in an agreement entered into with Mr.

Moyer that specifically referenced this provision of the Moyer Agreement, no exercise may have occurred more than six (6) months after such termination and in no event after the expiration of such award.

Moyer’s employment terminated due to his death or disability, such termination was to be treated as a termination without cause and his estate or executor would have been entitled to receive the severance benefits described in the preceding sentence.

Additionally, in the event of a Change in Control (as defined in the Moyer Agreement), all unvested equity awards held by Mr.

Moyer would have immediately vest and become exercisable, provided that subject to any exceptions in any agreement entered into with Mr.

Moyer that specifically referenced this provision of the Moyer Agreement, no exercise could have occurred more than six (6) months after such termination and in no event after the expiration of such award.

Moyer was also entitled

to be made whole for income, employment and excise taxes in the event that payments, benefits and distributions, including the effects of accelerated vesting of equity, would result in the application of the “golden parachute” excise tax under Internal Revenue Code Section 4999.

As described above, on December 31, 2024, Mr.

Moyer submitted his resignation as Chief Executive Officer of the Company, effective upon the asset purchase of information technology assets, certain patents and trademarks from EOS Holdings (the “DV Asset Acquisition”).

Moyer’s resignation was not due to any disagreement with the Company, and Mr.

Moyer is continuing his employment with the Company as the Chief Financial Officer in connection with the DV Closing, and remains a member of the Board.

Moyer continued his employment with the Company as its Chief Financial Officer and remains a member of the Board.

On December 31, 2024, the Company and Mr.

Moyer entered into the Moyer Employment Amendment.

In his capacity as the Company’s Chief Financial Officer, pursuant to the Moyer Employer Amendment, Mr.

Moyer is receiving an initial base salary of $420,000 per year, with an opportunity to receive an annual bonus, made available to the Company’s senior management from time to time by the Board.

Pursuant to the Moyer Employment Amendment, the Company will pay to Mr.

Moyer a stay bonus of $400,000, payable in quarterly instalments during 2025.

The Moyer Amendment has an unspecified term and Mr.

Moyer serves in his position on an at-will basis, subject to the payment of severance in certain circumstances as set forth in the Moyer Amendment.

Pursuant to the Moyer Amendment, if Mr.

Moyer is terminated without cause or resigns with good reason, he is entitled to receive twelve (12) months of salary.

Additionally, in the event of a Change in Control (as defined in the Moyer Amendment), all unvested equity awards held by such executive officer shall immediately vest and become exercisable, provided that subject to any exceptions in any award agreement entered into with such executive officer, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

Moyer entered into the Moyer Employment Amendment, which is an amendment and restatement of the Moyer Agreement.

In his capacity as the Company’s Chief Financial Officer, the Moyer Employment Amendment provides that Mr.

Moyer would receive an initial base salary of $420,000 per year, with an opportunity to receive an annual bonus, made available to the Company’s senior management from time to time by the Board.

Pursuant to the Moyer Employment Amendment, the Company agreed to pay Mr.

Moyer a stay bonus of $400,000, payable in quarterly installments during 2025.

The Moyer Employment Amendment has an unspecified term and Mr.

Moyer serves in his position on an at-will basis, subject to the payment of severance in certain circumstances as set forth in the Moyer Employment Amendment.

Pursuant to the Moyer Employment Amendment, if Mr.

Moyer is terminated without cause or resigns with good reason (as such terms are defined in the Moyer Employment Amendment), he is entitled to receive, subject to his execution of a release of claims, (i) twelve (12) months of base salary paid in accordance with the Company’s regular payroll practices, (ii) if Mr.

Moyer elects to continue group health, dental and vision coverage under COBRA, the Company will contribute for the period of severance, which is twelve (12) months, toward the cost of such coverage as if Mr.

Moyer was an active employee, (iii) a pro rata bonus for the year of termination, and (iv) the acceleration of vesting with respect to all unvested equity awards, provided that subject to any exceptions in an agreement entered into with Mr.

Moyer that specifically references this provision of the Moyer Employment Amendment, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

Moyer’s employment terminates due to his death, such termination is treated as a termination without cause and his estate or executor is entitled to receive the severance benefits described in the preceding sentence.

Additionally, in the event of a Change in Control (as defined in the Moyer Employment Amendment), all unvested equity awards held by Mr.

Moyer will immediately vest and become exercisable, provided that subject to any exceptions in any agreement entered into with Mr.

Nathaniel Bradley

On December 31, 2024, pursuant to the DV Asset Purchase Agreement, the Board appointed Nathaniel Bradley as the Company’s new principal executive officer and a member of its Board, effective upon the DV Closing.

On December 31, 2024, pursuant to the terms of the DV Asset Acquisition, the Board appointed Nathaniel Bradley as the Company’s new Chief Executive Officer and a member of its Board, effective upon the consummation of the DV Asset Acquisition.

On December 31, 2024, the Company and Mr.

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Pursuant to the Bradley Employment Agreement, if Mr.

Bradley is terminated without cause or resigns with good reason, he is entitled to receive twelve (12) months of salary.

Bradley is also entitled to continue to receive the employer subsidy under group health, dental and vision coverage for the period of severance, which is twelve (12) months, a pro rata bonus for the year of termination and the acceleration of vesting with respect to all unvested equity awards.

Additionally, in the event of a Change in Control (as defined in the Bradley Employment Agreement), all unvested equity awards held by such executive officer shall immediately vest and become exercisable, provided that subject to any exceptions in any award agreement entered into with such executive officer, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

Nathaniel Bradley Inducement

Bradley is terminated without cause or resigns with good reason (as such terms are defined in the Bradley Employment Agreement), he is entitled to receive, subject to his execution of a release of claims, (i) twelve (12) months of base salary paid in accordance with the Company’s regular payroll practices, (ii) if Mr.

Bradley elects to continue group health, dental and vision coverage under COBRA, the Company will contribute for the period of severance, which is twelve (12) months, toward the cost of such coverage as if Mr.

Bradley was an active employee, (iii) a pro rata bonus for the year of termination, and (iv) the acceleration of vesting with respect to all unvested equity awards provided that subject to any exceptions in an agreement entered into with Mr.

Bradley that specifically references this provision of the Bradley Employment Agreement, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

Bradley’s employment terminates due to his death, such termination is treated as a termination without cause and his estate or executor is entitled to receive the severance benefits described in the preceding sentence.

Additionally, in the event of a Change in Control (as defined in the Bradley Employment Agreement), all unvested equity awards held by Mr.

Bradley will immediately vest and become exercisable, provided that subject to any exceptions in any agreement entered into with Mr.

On December 31, 2024, the Company and Mr.

Bradley entered into an inducement award agreement (the “Inducement Award Agreement”), pursuant to which Mr.

Bradley was granted 1,200,000 units of restricted stock of the Company (the “Units”) as an inducement material to Mr.

Bradley was granted 1,200,000 restricted stock units (the “Units”) as an inducement material to Mr.

Bradley’s entering into employment with the Company.

The Units were approved by the Board and granted outside of the Company’s 2020 Stock Incentive Plan and 2018 Long-Term Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The Inducement Award Agreement contemplates half of the Units vesting in equal 3-month installments over a 36-month period beginning March 20, 2025, and the other half of the Units vesting upon the Company’s aggregate revenue equaling or exceeding $40 million over any trailing 12 calendar month period ending on or prior to the date that is 5 years from the grant date.

Gary Williams

Effective August 24, 2022, the Company entered into an employment agreement with Gary Williams (the “Williams Agreement”).

Pursuant to the Williams Agreement, Mr.

Williams agreed to continue to serve as Chief Accounting Officer and Vice President of Finance of the Company, and Mr.

Williams’ initial annual base salary was $262,495, which was subject to adjustment approved by the Board.

The Williams Agreement had an unspecified term and Mr.

Williams served in his position on an at-will basis, subject to the payment of severance in certain circumstances as set forth in the Williams Agreement.

Pursuant to the Williams Agreement, if Mr.

Williams would have been terminated without cause or resigned with good reason, he would have been entitled to receive six (6) months of salary.

Williams was also entitled to continue to receive the employer subsidy under group health, dental and vision coverage for the period of severance of six (6) months, a pro rata bonus for the year of termination and the acceleration of vesting with respect to all unvested equity awards.

Additionally, in the event of a Change in Control (as defined in each of the Williams Agreement), all unvested equity awards held by such executive officer shall immediately vest and become exercisable, provided that subject to any exceptions in any award agreement entered into with such executive officer, no exercise may occur more than six (6) months after such termination and in no event after the expiration of such award.

On August 23, 2024, Mr.

Williams resigned, effective November 30, 2024 (the “Separation Date”).

Williams’ resignation was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with his resignation, on August 23, 2024, Mr.

Williams and the Company entered into a Transition Agreement (the “Transition Agreement”), pursuant to which if he remained employed by the Company until and through the Separation Date and adequately fulfilled his duties and responsibilities to the Company, including providing training, information transfer and/or any other assistance reasonably requested by or on behalf of any person(s) hired and/or designated by the Company to assume any or all of his duties and responsibilities, Mr.

Williams was entitled to receive the following compensation and benefits:

(a) a one-time bonus in the gross amount of $151,925, which was to be paid on the Separation Date, less applicable taxes and withholdings, and (b) the full, accelerated vesting of any and all restricted stock awards he has been issued and have not vested, effective as of the Separation Date.

The Units were approved by the Board and granted outside of the Company’s 2020 Stock Incentive Plan and 2018 Long-Term Stock Incentive Plan in accordance with Rule 5635(c)(4) of the Nasdaq

Other Compensation

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Outstanding Equity Awards as of December 31, 2025

The following table provides information regarding the unexercised warrants to purchase common stock and stock awards held by each of our named executive officers:

Option/Warrant Awards

The following table provides information regarding the unexercised options to purchase common stock and outstanding stock awards held by each of our named executive officers:

Option Awards

Unexercisable

Nathaniel Bradley

Gary Williams

(1) Market Value based on the Company’s closing market price of $0.65 per share on December 31, 2025.

Bradley was granted 600,000 restricted stock units on January 2, 2025, which began vesting in equal quarterly installments over three years on March 20, 2025.

Bradley was granted 600,000 restricted stock units on January 2, 2025 which vest upon the achievement of a performance metric of the Company achieving revenue of $40.0 million for twelve trailing months ending on or prior to the fifth anniversary of the date of grant.

Bradley was granted 218,905 shares of restricted common stock on June 25, 2025, which began vesting in equal quarterly installments over three years on September 20, 2025.

Bradley was granted 500,000 shares of restricted common stock on July 10, 2025, which began vesting in equal quarterly installments over three years on September 20, 2025.

Bradley was granted 3,823,798 shares of restricted common stock on November 25, 2025, which began vesting in equal quarterly installments over three years on March 20, 2026.

Moyer was granted 480,000 shares of restricted common stock on February 26, 2025, which began vesting in equal quarterly installments over three years on June 20, 2025.

Moyer was granted 480,000 shares of restricted common stock on February 26, 2025 which vest upon the achievement of a performance metric of the Company achieving revenue of $40.0 million for twelve trailing months ending on or prior to the fifth anniversary of the date of grant.

Moyer was granted 175,124 shares of restricted common stock on June 25, 2025, which began vesting in equal quarterly installments over three years on September 20, 2025.

Moyer was granted 350,000 shares of restricted common stock on June 25, 2025, which began vesting in equal quarterly installments over three years on September 20, 2025.

Moyer was granted 2,698,543 shares of restricted common stock on November 25, 2025, which began vesting in equal quarterly installments over three years on March 20, 2026.

2022 Management Team Retention Bonus Plan

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If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the LTIP and will not again be available for issuance under the LTIP.

The January 2018 Restricted Stock Grant and the LTIP were approved by a majority of the Company’s stockholders on January 31, 2018.

The LTIP was approved by a majority of the Company’s stockholders on January 31, 2018.

At a special meeting of our stockholders held on January 24, 2023, our stockholders approved certain amendments to the LTIP to:

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On July 27, 2020, the Board approved the establishment of the 2020 Plan and the reservation of an aggregate of 6,500 shares of common stock authorized for issuance under the 2020 Plan, subject to stockholder approval, which was obtained on October 20, 2020.

The 2020 Plan authorizes the grant of equity-based compensation to the Company’s senior managers, employees, directors, consultants, professionals and service providers in the form of stock options, restricted stock and RSUs.

All options granted under the 2020 Plan will be considered non-qualified stock options.

The purpose of the 2020 Plan is to attract and retain senior managers, employees, directors, consultants, professionals and service providers who provide services to the Company, provided that such services are bona fide services that are not of a capital-raising nature during this period of unprecedented uncertainty and volatility in the COVID-19 environment and its impact on the value of the Company’s equity and grants.

As of December 31, 2023, no options or RSAs have been granted under the 2020 Plan while an aggregate , net of cancellations, of 6,285 RSUs have been issued under the 2020 Plan of which none remained unvested at December 31, 2024.

As of December 31, 2025, no options or RSAs have been granted under the 2020 Plan while an aggregate, net of cancellations, of 6,285 restricted stock units have been issued under the 2020 Plan of which none remained unvested at December 31, 2025.

Technical Team Retention Plan of 2022 (the “2022 Plan”)

On June 21, 2022, the Board adopted the Company’s Technical Team Retention Plan of 2022 (the “2022 Plan”) and the reservation of an aggregate of 5,000 shares of the Company’s common stock authorized for issuance under the 2022 Plan, subject to stockholder approval.

The 2022 Plan authorizes the grant of equity-based compensation, to the Company’s key managers, employees, consultants who provide technical and engineering and related services to the Company, in the form of restricted stock and RSUs.

On August 19, 2022, the Company held the 2022 Annual Meeting of Stockholders and approved the adoption of the 2022 Plan and the reservation of an aggregate of 5,000 shares of the Company’s common stock.

On September 19, 2022, the Company granted, an aggregate of 3,700 RSUs to managers, employees, consultants.

On September 19, 2022, the Company granted, an aggregate of 3,700 restricted stock units to managers, employees, consultants.

Each RSU represents the right to receive one share of the Company’s common stock under the 2022 Plan.

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DIRECTOR COMPENSATION

The table below sets forth the compensation paid to our directors during the fiscal year ended December 31, 2024.

The table below sets forth the compensation paid to our non-employee directors during the fiscal year ended December 31, 2025.

Helge Kristensen

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As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

Gilbert was granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Howitt was granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Kristensen granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Peruvemba was granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Tobias was granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Wilson was granted 4,616 shares of restricted common stock on June 7, 2024, 7,541 on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on September 20, 2024, December 20, 2024, and March 15, 2025, respectively, every three (3) months thereafter until September 20, 2027, December 20, 2027 and March 15, 2028, respectively.

Briskey was granted 7,541 shares of restricted common stock on July 30, 2024 and 7,422 on November 12, 2024, which vest in equal installments, commencing on December 20, 2024 and March 15, 2025, respectively, every three (3) months thereafter until December 20, 2027 and March 15, 2028, respectively.

Cummins resigned effective June 12, 2024.

Gilbert was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Howitt was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Kristensen was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Peruvemba was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Tobias was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Wilson was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Briskey was granted 74,334 shares of restricted common stock on February 26, 2025, 26,372 on June 25, 2025 and 211,203 on November 25, 2025, which vest in equal installments, commencing on June 20, 2025, September 20, 2025, and March 20, 2026, respectively, every three (3) months thereafter until June 20, 2028, September 20, 2028 and March 20, 2029, respectively.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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The percentage ownership information shown in the table is based upon 614,308,267 shares of common stock outstanding as of March 17, 2026.

The percentage ownership information shown in the table excludes (i) 13,534,334 shares of Common Stock to be issued upon exercise of warrants (ii) 1,200,014 restricted stock units (“RSUs”) that have been issued but have not vested and (iii) up to an aggregate of 2,813 shares of Common Stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (as defined below) (which shares of Series B Preferred Stock assume the exercise of all 1,750 Series B Preferred Stock purchase warrants.

The percentage ownership information shown in the table excludes (i) 18,011 shares of common stock to be issued upon exercise of warrants (ii) 1,050,014 restricted stock units that have been issued but have not vested and (iii) up to an aggregate of 2,813 shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (as defined below) (which shares of Series B Preferred Stock assume the exercise of all 1,750 Series B Preferred Stock purchase warrants.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including securities that are exercisable for or convertible into shares of common stock within sixty (60) days of March 17, 2026.

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The inclusion herein of any shares of common stock listed as beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise noted below, the address for persons listed in the table is c/o Datavault AI Inc., 15268 NW Greenbrier Pkwy, Beaverton, OR 97006.

Except as otherwise noted below, the address for persons listed in the table is c/o Datavault AI Inc., One Commerce Square, 2005 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103.

Common Stock Beneficially

Name and Address of Beneficial Owner (1):

Directors and executive officers:

Directors and Named Executive Officers:

Nathaniel Bradley, Chief Executive Officer and Board member(2)

Nathaniel Bradley, Chief Executive Officer and Director (2)

Brett Moyer, Chief Financial Officer and Chairman of the Board

Kimberly Briskey, Director

Gilbert, Director

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Wendy Wilson, Director

Kimberly Briskey, Director

Gary Williams (3)

All directors and exec.

officers as a group (9 persons) (4)

All directors and executive officers as a group (9 persons) (3)

5% Beneficial Owners

Scilex Holding Company

*Less than 1%

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(2) Includes 3,446,456 shares of common stock held directly by Mr.

Bradley, 3,999,911 shares of common stock held directly by EOS Technology Holdings Inc.

(of which Mr.

Bradley, 3,999,911 shares of common stock held directly by EOS Holdings (of which Mr.

Bradley is Chief Executive Officer and the sole director) and 2,775,954 shares of common stock held by Mr.

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The shares of common stock are beneficially owned both directly and indirectly, as outlined above, by Mr.

Bradley, as an officer and member of the board of directors of Data Vault, has the power to dispose of and the power to vote the shares of common stock beneficially owned by Data Vault.

Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this Report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

(3) Gary Williams, former VP of Finance and Principle Financial Officer, who resigned from the role on November 30, 2024, held 16,085 shares of common stock of the Company as of the March 12, 2025.

(4) See the information included in footnotes 2 and 3 above.

Bradley, as an officer and member of the board of directors of EOS Holdings, has the power to dispose of and the power to vote the shares of common stock beneficially owned by EOS Holdings.

Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this Annual Report on Form 10-K shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.

(3) See the information included in footnote 2 above.

Securities Authorized for Issuance under Equity Compensation Plans as of December 31, 2025

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See “ Executive Compensation – Equity Incentive Plans .”

(2) Represents inducement awards of (i) 1,200,000 restricted stock units awarded to Nathaniel Bradley, CEO on January 2, 2025 with 600,000 restricted stock units vesting in twelve equal quarterly installments starting on June 20, 2025 and 600,000 restricted stock units vesting upon the achievement of $40 million in revenue for any twelve trailing months (ii) 500,000 restricted stock awards granted to an executive on May 20, 2025 with 250,000 restricted stock awards vesting in twelve equal quarterly installments starting on September 20, 2025 and 250,000 restricted stock awards vesting upon the achievement of performance thresholds.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

The following is a description of transactions since January 1, 2022, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of the average of our total assets for the years ended December 31, 2023 and 2022, and in which any of our directors, executive officers or holders of more than 5% of our voting securities, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation.”

The following is a description of transactions since January 1, 2024, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of the average of our total assets for the years ended December 31, 2025 and 2024, and in which any of our directors, executive officers or holders of more than 5% of our voting securities, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation and other arrangements which are described under “Executive Compensation” and “Director Compensation.”

Nathaniel Bradley and EOS Holdings

Nathaniel Bradley, the Chief Executive Officer (“CEO”) of ours, is a control person of EOS Holdings which became a related party of ours at the close of the DV Asset Acquisition on December 31, 2024.

In addition, Sonia Choi, our Chief Marketing Officer, is the spouse of our CEO and also the Chief Marketing Officer of EOS Holdings.

EOS Holdings received 40,000,000 shares of common stock in the DV Asset Acquisition which all but 3,999,911 shares of common stock were immediately distributed to various EOS Holdings shareholders at the close of the transaction.

Pursuant to the DV Asset Acquisition Agreement, on the closing date of the transaction, we issued a $10 million Convertible Note (the “DV Convertible Note”) to EOS Holdings, due on the third anniversary of closing, paying interest of 5.12% per annum.

The DV Convertible Note can be converted at DV Holding’s option partially or entirely, into shares of common stock, any time after the maturity date until the promissory note is fully paid off.

The DV Convertible Note uses a conversion price equaling to seventy-five percent (75%) of the average VWAP during the ten (10) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $1.116 per share (the “Conversion Price”).

At Data Vault’s sole discretion, upon a Change of Control, (i) we shall cause any successor entity to assume in writing all of the obligations of ours under the DV Convertible Note, (ii) pay or cause to be paid to EOS Holdings the Convertible Note Balance (as defined below) in cash, or (iii) pay, at the closing of such Change of Control, in full satisfaction of our obligations under the DV Convertible Note, an amount in cash or equivalent common stock to the amount EOS Holdings would have been paid if EOS Holdings converted its Convertible Note Balance into shares of common stock immediately prior to such closing, at the Conversion Price.

Pursuant to the DV Convertible Note, if EOS Holdings is considered an affiliate, we shall file within 30 days of the conversion date a registration statement on Form S-3 (or other appropriate form if we are not then S-3 eligible) providing for the resale by EOS Holdings of the shares of common stock issued under the DV Convertible Note.

Nathaniel Bradley, the Company’s Chief Executive Officer, is a control person of EOS Holdings which became a related party of the Company upon the consummation of the DV Asset Acquisition on December 31, 2024.

In addition, Sonia Choi, the Company’s Chief Marketing Officer, is the spouse of the Company’s Chief Executive Officer and also the Chief Marketing Officer of EOS Holdings.

EOS Holdings received 40,000,000 shares of common stock in the DV Asset Acquisition of which all but 3,999,911 shares of common stock were immediately distributed to various EOS Holdings shareholders at the close of the transaction.

Pursuant to the terms of the DV Asset Acquisition, on the closing date of the transaction, the Company issued a $10 million convertible note (the “DV Convertible Note”) to EOS Holdings, due on the third anniversary of the consummation of the DV Asset Acquisition, paying interest of 5.12% per

The Company owes $4.6 million and $10.0 million on the DV Convertible Note as of December 31, 2025 and 2024, respectively.

The DV Convertible Note can be converted at EOS Holdings’ option, partially or entirely, into shares of common stock, any time after the maturity date until the promissory note is fully paid off.

The DV Convertible Note uses a conversion price equaling to seventy-five percent (75%) of the volume-weighted average price (“VWAP”) during the ten (10) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $1.116 per share (the “Conversion Price”).

At EOS Holdings’ sole discretion, upon a change of control (as defined in the agreement to the DV Convertible Note), (i) the Company shall cause any successor entity to assume in writing all of the obligations of ours under the DV Convertible Note, (ii) pay or cause to be paid to EOS Holdings the Convertible Note Balance (as defined in the agreement to the DV Convertible Note) in cash, or (iii) pay, at the closing of such change of control, in full satisfaction of our obligations under the DV Convertible Note, an amount in cash or equivalent common stock to the amount EOS Holdings would have been paid if EOS Holdings converted its Convertible Note Balance into shares of common stock immediately prior to such closing, at the Conversion Price.

Pursuant to the DV Convertible Note, if EOS Holdings is considered an affiliate, the Company shall file within 30 days of the conversion date a registration statement on Form S-3 (or other appropriate form if we are not then S-3 eligible) providing for the resale by EOS Holdings of the shares of common stock issued under the DV Convertible Note.

We shall cause such registration statement to become effective within 60 days following the filing thereof and to keep such registration statement effective at all times as long as EOS Holdings owns any shares issued under the DV Convertible Note.

The parties agreed that we may apply up to 25% of the amount of any payment to be made to EOS Holdings pursuant to the DV Convertible Note towards satisfaction of the amount, if any, owed by EOS Holdings to us under those certain senior secured promissory notes, dated June 13, 2024, August 7, 2024, September 23, 2024, and December 23, 2024 (collectively, the “Secured Notes” and the outstanding amount under the Secured Notes, collectively, the “Data Vault Note Balance”).

The Note Balance on the maturity date will be automatically reduced by the amount of the Data Vault Note Balance.

Pursuant to the DV Convertible Note, if, at any time while the DV Convertible Note is outstanding, we enter into any capital raising or financing transaction, including without limitation any issuance by us of shares of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (each, a “Subsequent Financing”), then we shall first pay to EOS Holdings at least 10% of the gross proceeds of such Subsequent Financing to redeem all or a portion of the DV Convertible Note, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts then owing to EOS Holdings.

If the aggregate gross proceeds of Subsequent Financings reach or exceed $50,000,000, then we shall repay the DV Convertible Note in full, including accrued but unpaid interest, liquidated damages, if any, and any other amounts, then owing to EOS Holdings.

The parties agreed that the Company may apply up to 25% of the amount of any payment to be made to EOS Holdings pursuant to the DV Convertible Note towards satisfaction of the amount, if any, owed by EOS Holdings to the Company under those certain senior secured promissory notes, dated June 13, 2024, August 7, 2024, September 23, 2024, and December 23, 2024 (collectively, the “Secured Notes” and the outstanding amount under the Secured Notes, collectively, the “EOS Holdings Note Balance”).

The EOS Holdings Note Balance on the maturity date will be automatically reduced by the amount of the EOS Holdings Note Balance.

Pursuant to the DV Convertible Note, if, at any time while the DV Convertible Note is outstanding, the Company enters into any capital raising or financing transaction, including without limitation any issuance by the Company of shares of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof (each, a “Subsequent Financing”), then the Company shall first pay to EOS Holdings at least 10% of the gross proceeds of such Subsequent Financing to redeem all or a portion of the DV Convertible Note, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts then owing to EOS Holdings.

If the aggregate gross proceeds of Subsequent Financings reach or exceed $50,000,000, then the Company shall repay the DV Convertible Note in full, including accrued but unpaid interest, liquidated damages, if any, and any other amounts, then owing to EOS Holdings.

The DV Convertible Note includes customary event of default provisions.

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Additionally, upon the occurrence of an event of default, interest shall accrue daily at the rate of ten percent (10%) per annum on the aggregate outstanding principal balance and any other amounts then owing by us to EOS Holdings.

EOS Holdings owes $431,000 under the Data Vault Note Balance in notes receivable to us, as of December 31, 2024, a company for which Nate Bradley, our CEO, is a control person.

We recorded $7,000 in interest income on the Data Vault Note Balance.

In addition to the DV Convertible Note and the Data Vault Note Balance, on January 16, 2025, we entered into a Transition Services Agreement (“Transition Services Agreement”) to receive from EOS Holdings, employees to provide transition services in connection with the Acquired Assets for a period of up to three months.

For the period from January 16, 2025 through March 27, 2025, we have paid $428,000 to EOS Holdings.

EOS Holdings has no balance owed under the EOS Holdings Note Balance as of December 31, 2025 and owed $431,000 under the EOS Holdings Note Balance in notes receivable to us, as of December 31, 2024, a company for which Nate Bradley, our CEO, is a control person.

We recorded $7,000 in interest income on the EOS Holdings Note Balance in the year ended December 31, 2024.

In addition to the DV Convertible Note and the EOS Holdings Note Balance, on January 16, 2025, we entered into a transition services agreement (“Transition Services Agreement”) to receive from EOS Holdings, employees to provide transition services in connection with the Acquired Assets for a period of up to three months.

For the year ended December 31, 2025, we have paid $0.8 million to EOS Holdings

Relationship with Scilex Holding Company.

On September 25, 2025, the Company entered into a Securities Purchase Agreement with Scilex, pursuant to which Scilex acquired an aggregate of 278,914,094 shares of the Company’s common stock for an aggregate purchase price of $150,000,000 in the native currency of the BTC blockchain, which was valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m.

(New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025.

For so long as Scilex beneficially owns (i) an aggregate of at least 10% of the issued and outstanding shares of common stock, Scilex may (but is not required to) designate two directors to the Board, and (ii) at least 5% but no more than 10% of the issued and outstanding shares of common stock, Scilex may designate one director to the Board.

As of December 31, 2025, Scilex beneficially owned approximately 43% of the Company’s outstanding common stock as of December 31, 2025.

Scilex License Agreement

In November 2025, the Company entered into an exclusive license agreement with Scilex (the “Scilex License Agreement”), pursuant to which the Company granted to Scilex a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other intellectual property rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including biotechnology, biopharmaceutical, genetic, diagnostic, and data-related industries, and any markets relating to the generation, use, storage, analysis, tokenization, and exchange of DNA, genetic, diagnostic, and therapeutic data or materials – in consideration for a one-time cash payment in the amount of $10.0 million, payable in four equal quarterly instalments, a 5% royalty on net sales of products that incorporate or make use of the licensed intellectual property (“Scilex Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Scilex Product Net Sales milestones, in an aggregate amount up to $2.55 billion.

During the year ended December 31, 2025, the Company recognized $10.0 million of revenue related to this agreement.

As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Scilex totaled $10.0 million.

The Scilex License Agreement expires upon the expiry of the patents underlying the licensed intellectual property, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free.

The Scilex License Agreement is subject to earlier termination if, among other things:

(i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Scilex License Agreement, (iii) Scilex fails to make any required payment to the Company that is not cured within 15 days, or (iv) Scilex does not achieve and maintain annual royalty payments to the Company of a minimum of $1,000,000 after 24 months following the date of the Scilex License Agreement.

Advances from Scilex

During November and December 2025, Scilex advanced an aggregate of approximately $21.8 million to the Company pursuant to short-term financing arrangements bearing interest at an annual rate of 15.42%.

During 2025, the Company repaid approximately $21.7 million of principal through transfers of Bitcoin and paid $49,000 of interest.

As of December 31, 2025, $0.1 million of principal remained outstanding.

No interest was accrued at year end.

Relationship with Vivasor

Common Management Team

Henry Ji, Ph.

D., the Chairperson, Chief Executive Officer and President of Scilex as well as the President, Chief Executive Officer, Chief Financial Officer and Secretary of Vivasor and Stephen Ma, the Chief Financial Officer of Scilex and a director of Scilex, are both executives at Vivasor, Inc., which is a subsidiary of an entity controlled by Henry Ji, Ph.

and his affiliates.

Scilex is also a stockholder in Vivasor.

Accordingly, Vivasor is a related party under ASC 850 due to common management and ownership relationships.

Vivasor License Agreement

In December 2025, the Company entered into the Vivasor License Agreement, pursuant to which the Company granted to Vivasor a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other intellectual property rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including medical imaging and scanning – in consideration for a one-time cash payment in the amount of $20.0 million, payable within 120 days following invoicing, a 5% royalty on Vivasor Product Net Sales and multiple one-time sales milestone payments, triggered upon the achievement of certain Vivasor Product Net Sales milestones, in an aggregate amount up to $2.55 billion.

During the year ended December 31, 2025, the Company recognized $20.0 million of revenue related to this agreement.

As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Vivasor totaled $20.0 million.

The Vivasor License Agreement is subject to earlier termination if, among other things:

Helge Kristensen

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Kristensen serves as vice president of Hansong Technology, an original device manufacturer of audio products based in China, president of Platin Gate Aps, a company with focus on service-branding in lifestyle products as well as pro line products based in Denmark and co-founder and director of Inizio Capital, an investment company based in the Cayman Islands.

For the years ended December 31, 2024 and 2023, Hansong Technology purchased modules from the Company of approximately $58,000 and $88,000, respectively, and made payments to the Company of approximately $38,000 and $254,000 respectively.

At December 31, 2024 and 2023, Hansong Technology sold speaker products to the Company of approximately $28,000 and $128,000, respectively, and the Company made payments to Hansong Technology of approximately $235,000 and $1,223,000, respectively.

At December 31, 2024 and 2023, the Company owed Hansong Technology approximately $43,000 and $250,000, respectively.

At December 31, 2024 and 2023, Hansong Technology owed the Company approximately $24,000 and $4,000, respectively.

For the years ended December 31, 2025 and 2024, Hansong Technology purchased modules from the Company of approximately $0.2 million and $58,000, respectively, and made payments to the Company of approximately $0.2 million and $38,000 respectively.

On December 31, 2025 and 2024, Hansong Technology sold speaker products to the Company of approximately $10,000 and $28,000, respectively, and the Company made payments to Hansong Technology of approximately $53,000 and $0.2 million, respectively.

On December 31, 2025 and 2024, the Company owed Hansong Technology approximately $0 and $43,000, respectively.

On December 31, 2025 and 2024, Hansong Technology owed the Company approximately $0 and $24,000, respectively.

As of December 31, 2025 and December 31, 2024, Mr.

Kristensen owned less than 1.0% of the outstanding shares of the common stock.

Howitt has served as a member of the Board since December 2021.

Since March 2004, Mr.

Howitt has served as the founder and CEO of Meriwether Group LLC (“MWG”), a strategic consulting firm that works with disruptive consumer brands by integrating their visions, developing growth strategies, scaling their brands, and increasing revenue in order to build enterprise value.

MWG, which is also majority-owned by Mr.

Howitt, owns a 25% general partner interest in Meriwether Group Capital Hero Fund LP (“Meriwether”).

On September 8, 2023, the Company entered into a Loan and Security Agreement with Meriwether.

Pursuant to the Loan and Security Agreement, Meriwether provided the Company with a term loan in the principal amount of $650,000 that was scheduled to mature on November 7, 2023, subject to further extension (the “Meriwether Loan”).

The maturity date of the Meriwether Loan was subsequently extended to December 7, 2023.

The Company paid back the loan in full on December 7, 2023.

As of December 31, 2024 and December 31, 2023, Mr.

Howitt owned less than 1.0% of the outstanding shares of the Company’s Common Stock.

Outstanding Equity Grants to Directors and Executive Officers

We have granted warrants and restricted shares to certain of our directors and executive officers.

For more information regarding the warrants and stock awards granted to our directors and named executive officers, see “ Executive Compensation—Outstanding Equity Awards as of December 31, 2024 .”

We have granted restricted shares to certain of our directors and executive officers.

For more information regarding the stock awards granted to our directors and named executive officers, see “ Executive Compensation—Outstanding Equity Awards as of December 31, 2025 .”

Executive Officer and Director Compensation

Please see the sections titled “Executive Compensation” and “Director Compensation” for information regarding the compensation of our executive officers and non-employee directors.

Employment Agreements

We have entered into employment agreements with our named executive officers that, among other things, provide for certain compensatory benefits, including severance and change in control payments.

For descriptions of such agreements, see the section titled “Executive Compensation — Executive Employment Agreements and Arrangement.”

Indemnification Agreements

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The chairman of our audit committee will report all such pre-approvals to the entire audit committee at the next committee meeting.

All audit and non-audit services provided by BPM LLP during 2025 and 2024 were pre-approved by our Audit Committee (or the Chairman pursuant to delegated authority) in accordance with these pre-approval policies and procedures.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

The following documents are filed as part of this Report:

(1) Financial Statements:

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The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of such parties.

The following are exhibits to this Annual Report on Form 10-K and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain of the agreements filed as exhibits to this Annual Report on Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of such parties.

These representations and warranties:

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Description of Exhibits

Certificate of Conversion of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

Certificate of Conversion of Summit Semiconductor, LLC (n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-224267) filed with the SEC on July 23, 2018).

Plan of Conversion of Summit Semiconductor, Inc.(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

Plan of Conversion of Summit Semiconductor, LLC (n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-224267) filed with the SEC on July 23, 2018).

Certificate of Incorporation of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-224267) filed with the SEC on July 2, 2018).

Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-224267) filed with the SEC on July 25, 2018).

Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2018).

Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2020).

Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2022).

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2018).

Certificate of Amendment to Certificate of Incorporation of Summit Wireless Technologies, Inc.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2020).

Description of Exhibits

Certificate of Amendment to Certificate of Incorporation of Summit Wireless Technologies, Inc.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2022).

Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2023).

Certificate of Amendment to WiSA Technologies, Inc.’s Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on March 25, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024).

Certificate of Amendment to WiSA Technologies, Inc.’s Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on April 12, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2024).

Certificate of Amendment to WiSA Technologies, Inc.’s Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 13, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2023).

Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024).

Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2024).

Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

Certificate of Amendment to Certificate of Incorporation of Datavault AI Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025).

Certificate of Amendment to Certificate of Incorporation of Datavault AI Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 26, 2025).

Certificate of Designation of Preferences, Rights, and Limitations of Series B Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Bylaws of Summit Semiconductor, Inc.

(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

(n/k/a Datavault AI Inc.) (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

333-224267) filed with the SEC on July 2, 2018).

Amendment to the Bylaws of Datavault AI Inc., effective September 25, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025).

Form of Common Stock Certificate (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2019).

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Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2020).

Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2021).

Form of Restricted Stock Agreement for Directors under the Summit Semiconductor, Inc.

2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

Form of Restricted Stock Agreement for Directors under the WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

333-265060) filed with the SEC on May 18, 2022).

Form of Restricted Stock Agreement for Employees under the Summit Semiconductor, Inc.

2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

Form of Restricted Stock Agreement for Employees under the WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

333-265060) filed with the SEC on May 18, 2022).

Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2022).

Form of Placement Agent Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2022).

Warrant Amendment Agreement, dated November 21, 2022, by and between the Company and Maxim Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2022).

Description of Exhibits

Form of Series A Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).

Form of Series B Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).

Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023).

Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2023).

Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023).

Form of Inducement Warrant for March Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).

Form of Inducement Warrant for April Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).

Form of Inducement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Form of Warrant to Purchase Shares of Series B Convertible Preferred Stock (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Form of Common Stock Purchase Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024).

Form of Securities Purchase Agreement, between the Company and the Investors (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2024).

Form of Exchange Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Form of Inducement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Description of Exhibits

Form of New Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Form of Inducement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024).

Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025).

Form of Placement Agent Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025).

Form of Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2025).

Form of Senior Secured Convertible Note due October 5, 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025).

Form of 2025 Investor Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025).

Initial Convertible Note, dated May 20, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025).

Description of Exhibits

First Convertible Note, dated May 20, 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025).

Second Convertible Note, dated May 20, 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025).

Convertible Promissory Note Amendment and Conversion Agreement by and between Datavault AI Inc.

and EOS Technology Holdings Inc., dated as of September 7, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2025).

Form of Senior Secured Promissory Note issued on September 30, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2025).

Form of Warrant (dated as of February 27, 2026) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2026).

Summit Semiconductor, Inc.

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333-224267) filed with the SEC on July 2, 2018).

Lease Agreement by and between Portland 2 LLC and the Company, dated August 18, 2020 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).

Lease Agreement by and between Portland 2 LLC and Summit Wireless Technologies, Inc.

(n/k/a Datavault AI Inc.), dated August 18, 2020 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).

Lease Agreement by and between Commerce Square Partners – Philadelphia Plaza, L.P.

and Datavault AI Inc., dated November 6, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2025).

Summit Wireless Technologies, Inc.

2020 Stock Incentive Plan (incorporated by reference to the Company’s Proxy Statement on Form DEF 14A filed with the SEC on September 11, 2020).

First Amendment to Lease Agreement by and between Portland 2 LLC and the Company, dated May 23, 2023.

Executive Employment Agreement, effective as of August 24, 2022, by and between the Company and Brett Moyer (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2022).

Executive Employment Agreement, effective as of August 24, 2022, by and between the Company and Gary Williams (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2022).

Executive Employment Agreement, effective as of December 31, 2024, by and between the Company and Brett Moyer (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

Executive Employment Agreement, effective as of December 31, 2024, by and between the Company and Nathaniel Bradley (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

2020 Stock Incentive Plan.

First Amendment to Lease Agreement by and between Portland 2 LLC and Summit Wireless Technologies, Inc.

(n/k/a Datavault AI Inc.), dated May 23, 2023 (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Executive Employment Agreement, effective as of December 31, 2024, by and between WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) and Brett Moyer (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

Executive Employment Agreement, effective as of December 31, 2024, by and between WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) and Nathaniel Bradley (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

WiSA Technologies, Inc.

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Form of Warrant Agency Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).

Form of Securities Purchase Agreement by and between the Company and the certain institutional investors dated January 31, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2023).

Form of Securities Purchase Agreement by and between the Company and certain institutional investors dated March 27, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2023).

Description of Exhibits

Form of Securities Purchase Agreement by and between the Company and certain institutional investors dated April 7, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023).

Form of Side Letter by and between the Company and certain institutional investors dated April 7, 2023 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023).

Form of Inducement Letter for March Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).

Form of Inducement Letter for April Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).

Form of Inducement Letter (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Form of Waiver Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023).

Loan and Security Agreement by and between the Company and Meriwether Group Capital Hero Fund LP (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2023).

Form of Securities Purchase Agreement, by and between WiSA Technologies, Inc.

and the purchasers signatory thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Placement Agency Agreement, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as sole placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Form of Side Letter, by and between WiSA Technologies, Inc.

and the holder signatory thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Warrant Agency Agreement, by and between WiSA Technologies, Inc., and VStock Transfer, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2023).

Placement Agency Agreement, dated as of February 12, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2024).

Form of Securities Purchase Agreement (filed as an exhibit to Amendment No.

2 to the Company’s Registration Statement on Form S-1 (File No.

333-276631), filed with the SEC on February 8, 2024)

Form of Warrant Agency Agreement (filed as an exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-276631), filed with the SEC on February 5, 2024).

Form of Voting Agreement (filed as an exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-276631), filed with the SEC on February 5, 2024).

Form of Warrant Amendment Agreement, by and between WiSA Technologies, Inc.

and the signatories thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024).

Description of Exhibits

Placement Agency Agreement, dated as of March 26, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2024).

Form of Securities Purchase Agreement by and among the Company and certain purchasers dated March 26, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated April 17, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2024).

Placement Agency Agreement, dated as of April 17, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated April 19, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Form of Warrant Amendment Agreement, by and between WiSA Technologies, Inc.

and the signatories thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Placement Agency Agreement, dated as of April 19, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated April 26, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024).

Placement Agency Agreement, dated as of April 26, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated May 13, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024).

Placement Agency Agreement, dated as of May 13, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated May 15, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2024).

Placement Agency Agreement, dated as of May 15, 2024, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2024).

Form of Asset Purchase Agreement, dated September 4, 2024, by and between the Company and EOS Technology Holdings Inc..

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2024).

Form of Amendment to Asset Purchase Agreement, dated November 14, 2024, by and between the Company and EOS Technology Holdings Inc..

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2024).

Form of Second Amendment to Asset Purchase Agreement, dated December 31, 2024, by and between the Company and EOS Technology Holdings Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

Description of Exhibits

Form of Asset Purchase Agreement, dated December 19, 2024, by and between the Company and CompuSystems, Inc.

Form of Asset Purchase Agreement, dated December 19, 2024, by and between WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) and CompuSystems, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024).

Form of Amendment to Asset Purchase Agreement, dated December 30, 2024, by and between the Company and CompuSystems, Inc.

Description of Exhibits

Form of Amendment to Asset Purchase Agreement, dated December 30, 2024, by and between WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) and CompuSystems, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2025).

Form of Second Amendment to Asset Purchase Agreement, dated February 25, 2025, by and between the Company and CompuSystems, Inc.

Form of Second Amendment to Asset Purchase Agreement, dated February 25, 2025, by and between Datavault AI Inc.

and CompuSystems, Inc.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2025).

Form of Inducement Agreement, dated September 10, 2024, by and between the Company and certain holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Form of Side Letter Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Form of Inducement Agreement, dated December 20, 2024, by and between the Company and certain holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024).

Form of Securities Purchase Agreement, between the Company and certain purchasers dated February 13, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

Placement Agency Agreement, dated as of February 13, 2025, by and between WiSA Technologies, Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025).

Form of Share Exchange Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2025).

Amendment to the Company’s 2018 Long-Term Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 4, 2023).

Amendment to the Company’s 2018 Long-Term Stock Incentive Plan (incorporated by reference to Appendix D to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 15, 2024).

Insider Trading Policy.

Third Amendment to Asset Purchase Agreement, by and between Datavault AI Inc.

and CompuSystems, Inc., dated as of March 31, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2025).

Fourth Amendment to Asset Purchase Agreement, by and between Datavault AI Inc.

and CompuSystems, Inc., dated as of May 14, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2025).

Form of Inducement Agreement, dated September 10, 2024, by and between WiSA Technologies, Inc.

(n/k/a Datavault AI Inc.) and certain holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2024).

Securities Purchase Agreement, dated September 26, 2025, by and between Datavault AI Inc.

and Scilex Holding Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025).

Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025).

Placement Agency Agreement, dated as of March 31, 2025, by and between Datavault AI Inc.

and Maxim Group LLC, as placement agent (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025).

Datavault Lock-Up Agreement, dated April 9, 2025, by and between Datavault AI Inc.

and NYIAX, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

Additional Lock-Up Agreement, dated April 9, 2025, by and between Datavault AI Inc.

and NYIAX, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

Consideration Lock-Up Agreement, dated April 9, 2025, by and between Datavault AI Inc.

and NYIAX, Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

Closing Lock-Up Agreement, dated April 9, 2025, by and between Datavault AI Inc.

and NYIAX, Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2025).

Purchase Commitment for Programs, effective as of June 30, 2025, by and between Datavault AI Inc.

and International Business Machines Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2025).

Cloud Services Subscription Transaction Document, effective as of June 30, 2025, by and between Datavault AI Inc.

and International Business Machines Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2025).

Description of Exhibits

Amendment to the IBM Embedded Software Agreement, dated September 22, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025).

Stock Purchase Agreement, dated July 13, 2025, by and among Datavault AI Inc., API Media Innovations Inc., David Reese, and Frank Tomaino (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2025).

Amendment to Stock Purchase Agreement, dated August 19, 2025, by and among Datavault AI Inc., API Media Innovations Inc., David Reese, and Frank Tomaino (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 22, 2025).

Intellectual Property Sale and Assignment Agreement, dated July 12, 2025, by and between Datavault AI Inc.

and Turner Global Media, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2025).

Equity Distribution Agreement, dated July 21, 2025, between Datavault AI Inc.

and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2025).

Web Access IP Purchase Agreement, dated as of July 30, 2025, by and between Datavault AI Inc.

and Web Access, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2025).

Registration Rights Agreement, dated as of July 30, 2025, by and between Datavault AI Inc., Web Access, LLC, and an affiliate (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2025).

Securities Purchase Agreement, dated March 31, 2025, by and among Datavault AI Inc.

and the purchasers named therein, dated August 4, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025).

Securities Purchase Agreement, dated March 31, 2025, by and among Datavault AI Inc.

and the purchasers named therein, dated October 24, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2025).

January 2, 2023 Amendment to Summit Semiconductor, Inc.’s 2018 Long-Term Stock Incentive Plan.

February 25, 2024 Amendment to Summit Semiconductor, Inc.’s 2018 Long-Term Stock Incentive Plan.

Securities Purchase Agreement, dated March 31, 2025, by and among Datavault AI Inc.

and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025).

Securities Purchase Agreement between Datavault AI Inc.

and Scilex Holding Company, dated September 26, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025).

Form of Voting Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26,2025).

Form of Senior Secured Promissory Note issued on September 30, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2025).

Stock Purchase Agreement, by and among Datavault AI Inc., API Media Innovations Inc., David Reese, and Frank Tomaino, dated October 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2025).

Description of Exhibits

License Agreement, dated November 3, 2025, by and between Datavault AI Inc.

and Scilex Holding Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2025).

Insider Trading Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

List of Subsidiaries (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-239750) filed with the SEC on July 8, 2020).

Consent of BPM LLP.

Consent of BPM LLP, Independent Registered Public Accounting Firm.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Description of Exhibits

Compensation Recovery Policy.

Compensation Recovery Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

XBRL Instance Document

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(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, each of Nathaniel Bradley and Brett Moyer, acting alone or together with another attorney-in-fact, as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Consolidated Statements of Operations

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity

Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders’ Equity

Consolidated Statements of Cash Flows

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Datavault AI Inc.

Opinion on the Consolidated Financial Statements

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Datavault AI Inc.

(formerly WiSA Technologies, Inc.) (a Delaware Corporation) and its subsidiaries (the “Company”), as of December 31, 2024 and 2023, and the related consolidated statements of operations, convertible redeemable preferred stock and stockholders’ equity(deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(a Delaware Corporation) and its subsidiaries (the “ Company ” ), as of December 31, 2025 and 2024, and the related consolidated statements of operations, convertible redeemable preferred stock and stockholders ’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “ consolidated financial statements ” ).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company’s recurring losses from operations, a net capital deficiency, available cash and cash used in operations raise substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Asset Acquisition – Valuation of Intangible Assets

As described in Note 3 to the consolidated financial statements, on December 31, 2024, the Company completed its asset purchase of information technology assets, patents, and trademarks from Data Vault Holdings Inc.

for an aggregate purchase price of approximately $92 million.

The acquisition of the assets from Data Vault Holdings was complex due to significant estimates required by management to determine the fair value of the intangible assets.

The determination of the fair value of the intangible assets acquired required management to utilize the assistance of a third-party valuation specialist and to make significant estimates and assumptions including projected revenues, growth rates, economic lives, discount rates and financial projections.

We identified the valuation of intangible assets resulting from the asset acquisition as a critical audit matter given the especially challenging auditor judgment required in evaluating the inputs and assumptions used in determining fair value of the intangible assets.

Changes in significant assumptions could have a significant impact on the fair value of the intangible assets.

How We Addressed the Matter in Our Audit

Our audit procedures related to the accounting for valuation of intangible assets acquired to address this critical audit matter included the following:

● We utilized our valuation specialist to assist in evaluating the appropriateness of the Company’s valuation models developed for acquired intangible assets and evaluating the reasonableness of the significant assumptions used including the projected revenues, growth rates, economic life and discount rate as compared to industry and market data.

We also examined the completeness and accuracy of the underlying data supporting the significant assumptions and estimates used in the third-party valuation report, including historical and projected financial information.

● We tested the Company’s accounting treatment and disclosures regarding the asset acquisition including reading the terms of the asset acquisition related agreements and evaluating the Company’s application of technical accounting literature regarding initial recognition of the intangible assets acquired and the direct transaction costs incurred.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Patent and intellectual property licensing arrangements

As described in Note 1 to the consolidated financial statements, the Company generates revenue from contracts with customers, including patent and intellectual property licensing arrangements.

Certain of these contracts are with related parties.

We identified revenue recognition for patent and intellectual property licensing arrangements as a critical audit matter.

Patent and intellectual property licensing revenue requires significant judgment in determining the nature of the license and the appropriate timing of revenue recognition under ASC 606.

Performance obligations within patent and intellectual property licensing arrangements are identified based on the promises to transfer intellectual property rights to customers.

Management must evaluate whether a license provides a right-to-use or right-to-access functional intellectual property, impacting the timing of revenue recognition.

This determination requires judgment based on contractual terms and conditions, including whether the Company is required to undertake ongoing activities that significantly affect the underlying intellectual property.

Changes in these judgments could have a significant impact on the amount and timing of revenue recognized.

The principal considerations for our determination that revenue recognition related to patent and intellectual property licensing is a critical audit matter were the judgment required to evaluate management ’ s identification of performance obligations, assessment of the nature of patent licenses, and determination of the appropriate timing of revenue recognition, as well as the extent of auditor effort required to evaluate the related audit evidence.

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included obtaining an understanding of the design of controls over the revenue recognition process, including controls related to contract review and identification of performance obligations.

Our procedures also included, among others, reviewing and evaluating a sample of patent and intellectual property license agreements, assessing management ’ s conclusions regarding whether the licenses represent right-to-use or right-to-access arrangements, and evaluating the timing of revenue recognition based on the contractual terms.

In addition, we evaluated audit evidence supporting the existence of enforceable contracts and assessed factors relevant to collectability, including contractual payment terms and customer-specific information, to determine whether revenue was recognized in accordance with ASC 606.

We have served as the Company’ s auditor since 2016.

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Accounts receivable

Related party receivable

Unbilled accounts receivable

Crypto assets

Deferred offering costs

Prepaid software license, current

Prepaid expenses and other current assets

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Intangible assets

Prepaid software license, noncurrent

Investment in non-marketable securities

Deposit for business combination

Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Equity/ (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities:

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Accrued liabilities

Due to related party

Short-term convertible note payable, related party

Short-term promissory notes

Total current liabilities

Convertible note payable, net, related party

Convertible note payable, net, related party, net of current

Convertible notes

Warrant liabilities

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Total liabilities

Commitments and contingencies (Note 8)

Series B Convertible Redeemable Preferred Stock, par value $ 0.0001 ;

375,000 shares authorized;

0 and 38,335 shares issued and outstanding as of December 31, 2024 and 2023 , respectively and 2023

Stockholders’ Equity/(Deficit):

Stockholders’ Equity:

Common stock, par value $ 0.0001 ;

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Accumulated deficit

Total stockholders’ equity/(deficit)

Total liabilities, convertible preferred stock and stockholders’ equity/(deficit)

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-100 reverse stock split effected in January 2023 as well as a 1-for-150 reverse stock split effected in April 2024, as discussed in Note 1.

Total stockholders’ equity

Total liabilities and stockholders’ equity

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 150 reverse stock split effected in April 2024, as discussed in Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

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Year Ended December 31,

Cost of revenue

Gross profit (deficit)

Patent license revenue from related parties

Live event production revenue

Consumer audio products, components, and other revenue, net

Total net revenue

Cost of revenue, patent license

Cost of revenue, live events

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

Total cost of net revenue

Operating Expenses:

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Interest expense, net

Change in fair value of convertible notes

Change in fair value of convertible note to related party

Change in fair value of warrant liability

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Loss before provision for income taxes

Provision for income taxes

Provision for income tax expense

Deemed dividend on conversion of Series B preferred for common stock and repurchase of Series B preferred stock

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

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 150 reverse stock split effected in April 2024, as discussed in Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

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(in thousands, except share data)

Convertible Preferred Stock

Convertible Redeemable Preferred Stock

Common Shares

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Restricted stock awards cancelled

Release of vested restricted common stock

Issuance of common stock in connection with convertible promissory note

Issuance of common stock in connection with warrant exercise

Issuance of common stock and warrants, net of offering costs

Issuance of Series B preferred stock, net of discounts

Issuance of Series B preferred stock in connection with warrant exercise, net of discounts

Issuance of common stock in connection with conversion of Series B preferred stock

Deemed dividend in connection with conversion of Series B preferred stock to common stock

Repurchase of common stock warrants

Deemed dividend in connection with amortization and accretion of discounts relating to Series B preferred stock

Discount from issuance of common stock warrants in connection with Series B preferred stock inducement

Balance as of December 31, 2023

Stock-based compensation

Restricted stock awards cancelled

Issuance of common stock in connection with warrant amendment

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Balance as of December 31, 2024

Stock-based compensation

Issuance of common stock with February Offering

Issuance of common stock in connection with warrant exercise

Conversion of liability warrants to equity warrants

Issuance of common stock with NYIAX transaction

Issuance of warrants with the 2025 Notes

Issuance of common stock for the acquisition of CSI

Equity issuance costs

Issuance of common stock for 10% note conversions

Issuance of common stock and prefunded warrant shares in connection with Scilex Investment

Issuance of common stock in connection with DV Convertible Note conversion

Issuance of common stock for the acquisition of intangible assets

Exchange of warrants for common stock with the 10% note extinguishment

Issuance of common stock for October Purchase Agreement

Issuance of common stock for CSI Notes conversions

Issuance of common stock with July Offering

Issuance of common stock for waiver shares

Other equity issuances

Balance as of December 31, 2025

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 150 reverse stock split effected in April 2024, as discussed in Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

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Depreciation and amortization

Amortization of debt discounts

Amortization of debt discounts and paid-in-kind interest

Change in fair value of 10% convertible notes

Fair value remeasurement of crypto assets

Loss on sale of crypto assets

Fair value of equity warrants in interest expense

Debt Extinguishment

Change in fair value of warrant liability

Loss on debt extinguishment

Changes in operating assets and liabilities:

Accounts receivable

Related party receivable

Unbilled accounts receivable

Crypto assets

Prepaid expenses and other current assets

Prepaid software

Accounts payable

Due to related party

Accrued liabilities

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Deposit for business combination

Payments for business acquisition

Purchases of property and equipment

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Cash flows from financing activities:

Proceeds from issuance of common stock in connection with warrant exercise, net of offering costs

Proceeds from issuance of common stock and warrants, net of offering costs

Proceeds from issuance of notes payable

Proceeds from issuance of common stock, net of offering costs

Proceeds from issuance of common stock in connection with warrant exercise

Proceeds from issuance of common stock, prefunded warrants and warrants, net of issuance costs

Proceeds from issuance of short-term loan, net of issuance costs

Proceeds from issuance of Series B preferred stock, net of issuance costs

Proceeds from exercise of warrants

Repurchase of common stock warrants

Repurchase of Series B preferred stock

Repayment of finance lease

Repayment of convertible note payable

Repayment of short-term loan

Repurchase of short term loan

Issuance of securities in Big Lake transaction

Repayment of convertible note payable, related party

Payments on short-term debt

Other equity issuances

Repurchase of common stock warrants

Net cash provided by financing activities

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Cumulative effect of adoption of ASU 2020-06

Issuance of common stock in connection with conversion of Series B preferred stock

Deemed dividend from accretion, amortization, and conversion of Series B preferred stock discounts

Issuance of warrants in connection with February 2023 offering

Issuance of common stock in connection with convertible promissory note

Record Right-of-Use Assets obtained in exchange for modified operating lease liabilities

Deferred offering costs reclassed from prepaid expenses

Accrual of legal fees for the short-term loan

Common Stock issued in exchange for crypto assets

EOS Note payable conversion to common stock

Convertible notes issued for CSI acquisition

Non cash common shares issued in CSI acquisition

Issuance of common stock to NYIAX

Issuance of warrants with the 2025 Notes

Issuance of common stock for CSI notes conversion

Issuance of common stock with the 10% note conversions

Issuance of common stock for waiver shares

Common stock issued for intangibles

Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for- 150 reverse stock split effected in April 2024, as discussed in Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

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Datavault stands at the forefront of innovation, delivering cutting-edge Web 3.0 data management and high-performance computing (HPC) solutions to a global audience.

NASDAQ Notifications

On May 20, 2025, the Company completed its previously announced asset purchase of technology assets, customer contracts, trademarks, and other intellectual property (collectively, the “CSI Acquired Assets”) from CompuSystems, Inc.

CSI is a provider of registration, data analytics, and lead management services for live events, offering customer support to clients in the trade, association, corporate, and government event markets.

The results of operations of CSI are included in the audited condensed consolidated financial statements of the Company for the year ended December 31, 2025 since the date of acquisition.

Following the acquisition, the Company began operating the CSI Acquired Assets under the brand name “Event Citadel.”

NASDAQ Compliance

On July 3, 2024, the Company received a letter from the Office of General Counsel of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) as required by the Nasdaq Hearing Panel’s (the “Panel”) decision dated April 5, 2024.

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The Company’s securities may at that time be delisted from Nasdaq.

First Bid Price Deficiency

On April 29, 2024, Nasdaq notified the Company in a letter that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550 (a)(2) (the “Minimum Bid Price Requirement”) as required by a hearing panel’s decision on April 5, 2024.

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The Company will have the opportunity to respond and present to the panel.

Reverse Stock Splits

Second Bid Price Deficiency

On May 6, 2025, the Company received a written notification (the “May 2025 Nasdaq Letter”) from the Staff that it was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth under the Nasdaq Listing Rule 5550(a)(2) Minimum Bid Price Requirement, because the closing bid price of the Company’s common stock was below $1.00 per share for the previous thirty (30) consecutive business days (the “Minimum Bid Price Requirement”).

The May 2025 Nasdaq Letter has no immediate effect on the listing of the common stock, which will continue to trade uninterrupted on the Nasdaq Capital Market under the ticker “DVLT.”

Business and Summary of Significant Accounting Policies, continued

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted 180 calendar days from the date of the May 2025 Nasdaq Letter, or until November 3, 2025 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

If at any time during the Compliance Period, the bid price of the common stock closes at or above $1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed.

In the event the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period, the Company may be eligible for an additional 180-calendar day grace period.

To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice to Nasdaq of its intent to regain compliance with such requirement during such second compliance period.

Nasdaq Compliance Regained October 10, 2025

On October 10, 2025, the Company received a letter (the “Letter”) from Nasdaq confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for the Company’s common stock.

As previously disclosed, on May 6, 2025, the Company received notice from Nasdaq that it was not in compliance with the minimum bid price requirement.

The Letter states that for 10 consecutive business days from September 26, 2025 through October 9, 2025, the closing bid price of the Company’s common stock was at least $1.00 per share.

Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter is now closed.

Third Bid Price Deficiency

On February 24, 2026, we received a letter from Nasdaq notifying us that, because the closing bid price for our shares of common stock had been below $1.00 per share for 30 consecutive business days, we were no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq.

Rule 5550(a)(2) of Nasdaq’s Marketplace Rules (the “Nasdaq Rules”) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”) and Rule 5810(c)(3)(A) of the Nasdaq Rules provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Rules, we have been provided an initial compliance period of 180 calendar days, or until August 24, 2026, to regain compliance with the Minimum Bid Price Requirement.

If we do not regain compliance with the Minimum Bid Price Requirement by August 24, 2026, we may be afforded a second 180 calendar day grace period.

To qualify, we would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq, with the exception of the Minimum Bid Price Requirement.

In addition, we would be required to provide written notice of our intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary.

If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting from the Nasdaq Capital Market.

Reverse Stock Split

April 2024 Reverse Stock Split

On April 4, 2024, the Board approved a 1-for-150 reverse stock split (the “April 2024 Reverse Stock Split”) of our outstanding shares of common stock and authorized the filing of a certificate of amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect the April 2024 Reverse Stock Split.

On April 4, 2024, the Company’s board of directors approved a 1-for-150 reverse stock split (the “April 2024 Reverse Stock Split”) of our outstanding shares of common stock and authorized the filing of a certificate of amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect the April 2024 Reverse Stock Split.

On April 12, 2024, the April 2024 Reverse Stock Split was effected and the consolidated financial statements have been retroactively adjusted.

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Business and Summary of Significant Accounting Policies, continued

January 2023 Reverse Stock Split

On January 24, 2023, the Board approved a 1-for-100 reverse stock split (the “January 2023 Reverse Stock Split”) of our outstanding shares of common stock and authorized the filing of a certificate of amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect the January 2023 Reverse Stock Split.

On January 26, 2023, the January 2023 Reverse Stock Split was effected and the consolidated financial statements have been retroactively adjusted.

All common stock share numbers, warrants to purchase common stock, prices and exercise prices have been retroactively adjusted to reflect the January 2023 Reverse Stock Split.

The common stock began trading on a split-adjusted basis at the start of trading on January 27, 2023.

Unless otherwise indicated, the information presented in this Report gives effect to the January 2023 Reverse Stock Split.

Basis of Presentation

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Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, crypto assets, and accounts receivable.

Cash and cash equivalents are deposited in demand and money market accounts at one financial institution.

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The Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company’s crypto assets are held with Biconomy which is a Chinese based crypto custodian.

The Company’s accounts receivable are derived from revenue earned from customers located throughout the world.

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As of December 31, 2025 and December 31, 2024, there was no allowance for credit losses.

As of December 31, 2024, the Company had three customers accounting for 68 %, 12 % and 11 % of accounts receivable.

As of December 31, 2025, the Company had two customers accounting for 65 % and 32 % of accounts receivable.

The Company had four customers accounting for 29 %, 19 %, 18 % and 10 % of its net revenue for the year ended December 31, 2024.

The Company had four customers accounting for 25 %, 19 %, 14 % and 13 % of its net revenue for the year ended December 31, 2023.

Business and Summary of Significant Accounting Policies, continued

As of December 31, 2024, the Company had three customers accounting for 68 %, 12 % and 11 % of accounts receivable.

The Company had two customers accounting for 51 % and 26 % of its total net revenue for the year ended December 31, 2025.

The Company had four customers accounting for 29 %, 19 %, 18 % and 10 % of its total net revenue for the year ended December 31, 2024.

The Company’s future results of operations involve a number of risks and uncertainties.

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The Company is heavily dependent on a single contractor in China for assembly and testing of its products, a single contractor in Japan for the production of its transmit semiconductor chip and a single contractor in China for the production of its receive semiconductor chip.

The Company also generates revenue through the licensing of its proprietary intellectual property and through the provision of live event and media-related services.

Revenue derived from intellectual property licensing arrangements may be concentrated among a limited number of counterparties and is subject to risks including the licensee’s ability to commercialize the underlying technology, maintain sufficient funding, and comply with contractual payment terms.

Additionally, certain licensing arrangements may include variable consideration or milestone-based payments, which could impact the timing and amount of revenue recognized.

Business and Summary of Significant Accounting Policies, continued

Revenue from the Company’s live event and media services business is dependent on the successful execution of events, customer demand, and the continuation of relationships with key customers and partners.

This line of business may be subject to seasonality, event timing, and external factors such as economic conditions, venue availability, and potential disruptions to scheduled events.

The Company may also rely on a limited number of significant customers within this segment, which could result in revenue concentration and variability in operating results from period to period.

Cash and Cash Equivalents

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The carrying value of the Company’s borrowings and capital lease liabilities approximates fair value based upon borrowing rates currently available to the Company for loans and capital leases with similar terms.

The Company’s Convertible note payable and Warrant liability is the only financial instruments that are adjusted to fair value on a recurring basis.

The Company’s Convertible note payable, Warrant liability, Crypto assets, and NYIAX Investment are the only financial instruments that are adjusted to fair value on a recurring basis.

Inventories, principally purchased components, are stated at the lower of cost or net realizable value.

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In the event that an offering is terminated, deferred offering costs will be expensed.

As of December 31, 2024 and 2023, the Company had capitalized $ 0 and $ 0 , respectively, of deferred offering costs in prepaid expenses and other current assets on the consolidated balance sheet.

Business and Summary of Significant Accounting Policies, continued

As of December 31, 2025 and 2024, the Company had capitalized $ 5.5 million and $ 0 , respectively, of deferred offering costs.

Property and Equipment, Net

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Maintenance and repairs are charged to operations as incurred.

Business and Summary of Significant Accounting Policies, continued

Convertible Financial Instruments

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The Company will continue to assess if there should be a warranty accrual going forward.

Business and Summary of Significant Accounting Policies, continued

Revenue Recognition

The Company historically generates revenue primarily from two product categories which include the sale of Consumer Audio Products as well as the sale of Components.

The Company historically generates revenue primarily from two product categories which are the sale of consumer audio products (“Consumer Audio Products”) as well as the sale of components (“Components”).

With the closing of the CSI acquisition, the Company also generates revenue from registration, data analytics, and lead management services for live events, such as trade shows and conferences, in both the corporate and government sectors (“Live Events”).

The Company applies the following five steps:

(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

The Company considers customer purchase orders to be the contracts with a customer.

Revenues, net of expected discounts, are recognized when the performance obligations of the contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products, which have been determined to be the only distinct performance obligations, are shipped to the customer.

The Company considers customer purchase orders to be the contracts with a customer for Consumer Audio Products and Components.

The Company also enters into contracts with customers for providing Live Events with terms of three years .

The contract typically terminates after the close of the last event specified in the contract, unless both parties agree in writing to extend it.

There are no termination-for-convenience clauses in the CSI contract.

Contracts can only be terminated for breach or non-performance and in that circumstance, the Company must be compensated for all services up to the date of termination.

Therefore, a standard CSI contract is typically not shorter than its stated term.

Revenues on Consumer Audio Products and Components, net of expected discounts, are recognized when the performance obligations of the contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products, which have been determined to be the only distinct performance obligations, are shipped to the customer.

Expected costs of assurance warranties and claims are recognized as expense.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer and deposited with the relevant government authority, are excluded from revenue.

Our revenue arrangements do not contain significant financing components.

Sales to certain distributors are made under arrangements which provide the distributors with price adjustments, price protection, stock rotation and other allowances under certain circumstances.

Business and Summary of Significant Accounting Policies, continued

Revenues generated from Live Events contracts have a single performance obligation, event preparation and management.

A standard CSI contract contains fixed fees for services and pass through costs and other expenses that are variable depending on the number of supplies used or personnel costs incurred which are passed through to the client and are recognized on a gross basis in revenue as costs to fulfill the contract.

The contract also includes rebates payable to the client which the Company estimates as variable consideration using the most likely amount method at the outset of the contract.

The entire transaction price relates to the event preparation and management performance obligation.

The Company recognizes revenue as services are rendered using the input method.

The Company uses the input method of labors hours expended as it provides the best depiction of the transfer of services to the client.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company for Consumer Audio Products and Components from a customer and deposited with the relevant government authority, are excluded from revenue.

The Company’s revenue arrangements do not contain significant financing components.

For Consumer Audio and Components, sales to certain distributors are made under arrangements which provide the distributors with price adjustments, price protection, stock rotation and other allowances under certain circumstances.

The Company does not provide its customers with a contractual right of return.

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These returns, adjustments and other allowances are accounted for as variable consideration.

The Company estimates these amounts based on the expected amount to be provided to customers and reduce revenue recognized.

The Company believe that there will not be significant changes to our estimates of variable consideration.

If a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before the Company transfer a good or service to the customer, those amounts are classified as contract liabilities which are included in other current liabilities when the payment is made or it is due, whichever is earlier.

We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized.

We believe that there will not be significant changes to our estimates of variable consideration.

If a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as contract liabilities which are included in other current liabilities when the payment is made or it is due, whichever is earlier.

Patent and Intellectual Property Licensing

Revenues generated from patent and intellectual property licensing arrangements are derived from granting customers rights to use the Company’s patented technologies and related intellectual property.

The Company evaluates each arrangement to determine whether the license represents (i) a right-to-use intellectual property at a point in time or (ii) a right-to-access intellectual property over time in accordance with ASC 606-10-55-58 through 55-64.

Licenses that provide customers with a right-to-use functional intellectual property, where the underlying intellectual property is not expected to be significantly modified or enhanced by the Company during the license term, are recognized at a point in time when control of the license transfers to the customer.

Control generally transfers upon execution of the agreement in which the customer can use and benefit from the intellectual property.

Licenses that require the Company to undertake ongoing activities that significantly affect the intellectual property are accounted for as right-to-access licenses and revenue is recognized over time as the performance obligation is satisfied.

Certain arrangements include fixed upfront license fees, sales-based or usage-based royalties, or a combination of both.

Fixed consideration is recognized in accordance with the timing of the underlying license (point in time or over time).

Sales-based or usage-based royalties promised in exchange for a license of intellectual property are recognized in the period in which the subsequent sales or usage occurs in accordance with the sales- or usage-based royalty exception under ASC 606-10-55-65.

During the years ended December 31, 2025 and 2024, net revenue consisted of the following:

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Consumer Audio Products

Patent License – Related Parties

Total Net Revenue

Business and Summary of Significant Accounting Policies, continued

Contract Balances

The Company receives payments from customers based on a billing schedule as established in our contracts to partially offset prepayments required by our vendors on long lead time materials.

The Company receives payments from customers based on a billing schedule as established in our contracts to partially offset prepayments required by our vendors on long lead time materials as well as for Live Events.

Amounts collected prior to the fulfillment of the performance obligation are considered contract liabilities and classified as customer advances within accrued liabilities on the consolidated balance sheets.

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Accounts receivables are recorded when the right to this consideration becomes unconditional.

The Company has $ 109,000 and an immaterial amount of contract assets as of December 31, 2024 and 2023, respectively, which are recorded in Prepaids and other current assets on the consolidated balance sheets.

The Company has $ 1.7 million and $ 0.1 million of contract assets as of December 31, 2025 and December 31, 2024, respectively, which are recorded in the current assets section on the consolidated balance sheets.

The Company expects to collect 100 % of the contract assets as of December 31, 2025 in the next twelve months.

During the year ended December 31, 2024, the Company recognized $ 19,000 of revenue that was included in the contract liabilities balance as of December 31, 2023.

During the twelve months ended December 31, 2025, the Company recognized $ 0.1 million of revenue from contract liabilities that were included in accrued liabilities on the consolidated balance sheets as of December 31, 2024.

Contract Liabilities

Business and Summary of Significant Accounting Policies, continued

Revenue by Geographic Area

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Compensation cost for restricted stock units and restricted stock awards is recognized using the straight-line method over the requisite service period.

Business and Summary of Significant Accounting Policies, continued

Crypto Assets

We hold crypto assets primarily for operational purposes and to support short-term liquidity needs within our normal operating cycle.

We reasonably expect to convert such assets to cash or utilize them in operations within a short period of time, typically within one year.

All of our crypto assets are held in Bitcoin.

Consistent with this intent and realization pattern, we have classified all crypto assets as current assets in our consolidated balance sheets in accordance with ASC 210-10 and ASC 350-60.

We do not hold crypto assets for long-term investment, speculative, or collateral purposes, and we do not engage in trading activities involving crypto assets.

Our crypto asset holdings are considered less liquid than cash and cash equivalents and may not serve as an equivalent source of liquidity during periods of market stress.

Research and Development

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Advertising costs are charged to sales and marketing expenses as incurred.

Advertising costs for the years ended December 31, 2024 and 2023 are $ 723,000 and $ 878,000 , respectively.

Advertising costs for the years ended December 31, 2025 and 2024 are $ 0.5 million and $ 0.7 million respectively.

Comprehensive Loss

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For the years ended December 31, 2025 and 2024, the Company’s comprehensive loss is the same as its net loss.

Business and Summary of Significant Accounting Policies, continued

Foreign Currency

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Net loss is adjusted for any deemed dividends to preferred stockholders to compute income available to common stockholders.

For the year ended December 31, 2024, warrants to purchase 13,534,334 shares of common stock, 1,027,367 shares of restricted stock, 64,183 shares of restricted stock issued under an inducement grant, 14 shares underlying restricted stock units, have been excluded from the calculation of net loss per common share because the inclusion would be antidilutive.

For the year ended December 31, 2025, warrants to purchase 18,011 shares of common stock, 1,050,000 shares of restricted stock and 14 shares underlying restricted stock units, have been excluded from the calculation of net loss per common share because the inclusion would be antidilutive.

Business and Summary of Significant Accounting Policies, continued

For the year ended December 31, 2024, warrants to purchase 13,534,334 shares of common stock, 1,027,367 shares of restricted stock, 64,183 shares of restricted stock issued under an inducement grant, and 14 shares underlying restricted stock units, have been excluded from the calculation of net loss per common share because the inclusion would be antidilutive.

Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.

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During the years ended December 31, 2025 and 2024, the Company recognized no interest and penalties.

Business and Summary of Significant Accounting Policies, continued

Costs to Fulfill Contracts

The Company capitalizes certain pre-show indirect costs that are incurred to fulfill customer contracts when those costs relate directly to the contract, generate or enhance resources that will be used to satisfy future performance obligations, and are expected to be recoverable.

Capitalized costs primarily include indirect pre-show setup activities, such as venue deposits, equipment preparation, design and technical pre-production efforts, and other pre-show fulfillment activities.

The Company expenses all direct costs related to the execution of the show and all post-show costs as incurred, as those activities do not meet the criteria for capitalization under ASC 340-40.

Capitalized pre-show costs are amortized on a systematic basis that is consistent with the transfer of the related services to the customer, which the Company determines based on the percentage of completion of each contract.

For example, if a contract is 20% complete as of the reporting date, 20% of the associated capitalized indirect pre-show costs are amortized.

Amortization of costs to fulfill a contract is recorded in cost of sales in the condensed consolidated statements of operations.

At December 31, 2025, the balance of capitalized costs to fulfill contracts was $ 0.3 million all of which is classified as a current asset.

For the year ended December 31, 2025, the Company recognized $ 0.5 million of amortization related to capitalized contract fulfillment costs.

No impairment losses were recognized during the period.

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S.

The Company adopted this standard on January 1, 2024 using the modified retrospective method by applying the ASU to financial instruments outstanding as of January 1, 2024, with the cumulative effect of adoption recognized at that date through an adjustment to the opening balance of retained earnings.

As such, the Company adopted the standard by eliminating any unamortized discount to the Series B Preferred Stock for the beneficial conversion feature.

The cumulative effect of ASU 2020-06 adoption adjusted against additional paid-in-capital due to the absence of retained earnings on January 1, 2024 amounted to $ 116,000 .

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” aiming to enhance the transparency and relevance of segment information provided in financial statements.

The amendments in this Update require that a public entity disclose significant segment expenses, profit or loss and assets, etc.

for each reportable segment, on an annual and interim basis.

The Update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted as of the year ended December 31, 2024 with an immaterial impact on the consolidated financial statements.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities.

Furthermore, the update improves disclosures used to assess income tax information that affects cash flow forecasts and capital allocation decisions.

The update is effective for public business entities for annual periods beginning after December 15, 2024, on a prospective basis but does not impact interim financial statements.

The Company has adopted this standard as of January 1, 2025 prospectively and the adoption did not have a material impact on its consolidated financial statements.

Business and Summary of Significant Accounting Policies, continued

In December 2023, the FASB issued ASU No.

2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60) (“new crypto assets standard”).

The new crypto assets standard requires certain crypto assets to be measured at fair value separately on the balance sheet with changes reported in the statement of operations each reporting period.

The new crypto assets standard also enhances the other intangible asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto asset holding.

The Company first received crypto assets during the third quarter of 2025 and therefore adopted ASU 2023-08 as of that date.

Because the Company had no crypto asset holdings prior to that period, no retrospective application or recast of prior-period financial statements was required.

The adoption did not have an impact on previously reported results.

In March 2025, the FASB issued ASU 2025-02, which amended ASC 450-10-S99-1 to remove the text of SAB Topic 5.FF, “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Its Platform Users.” The amendment reflects the SEC staff’s issuance of SAB 122, which rescinded SAB 121 in January 2025.

The adoption of ASU 2025-02 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued and Not Yet Adopted Accounting Pronouncements

ASU 2025-06 Internal-use software issued in September 2025, ASU 2025-06 updates guidance in Subtopic 350-40 to streamline accounting for internal-use software, particularly for agile development methods.

This change was a priority for stakeholders who found it difficult to differentiate project stages for capitalizing development costs in iterative environments.

ASU 2025-05 Measurement of credit losses published in July 2025, this ASU improves guidance for measuring credit losses on accounts receivable and contract assets.

It offers optional guidance to address challenges entities faced applying Topic 326 to these assets.

This update aims to simplify the process for entities, such as private companies, that found it complex to develop reasonable forecasts for credit loss estimation.

Accounting Standards Update 2024-04 Debt—Debt with Conversion and Other Options (Subtopic 470-20):

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The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities.

Furthermore, the Update improves disclosures used to assess income tax information that affects cash flow forecasts and capital allocation decisions.

The Update is effective for public business entities for annual periods beginning after December 15, 2024, on a prospective basis.

The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption.

Going Concern

The consolidated financial statements of the Company 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.

The Company has incurred net operating losses each year since inception.

As of December 31, 2024, the Company 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.

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.

The Company’s ability to transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure.

Based on current operating levels, the Company will need to raise additional funds in the next 12 months by selling additional equity or incurring debt.

To date, the Company has funded its operations primarily through sales of its securities in public markets, proceeds from the exercise of warrants to purchase common stock and the sale of convertible notes.

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.

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 report.

Management of the Company intends to raise additional funds through the issuance of equity securities or debt.

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.

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.

As a result, the substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

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.

Asset Purchase

The Company has incurred net operating losses since inception and reported net cash used in operating activities of approximately $ 23.6 million for the year ended December 31, 2025.

As of December 31, 2025, the Company had cash and cash equivalents of approximately $ 2.0 million and digital assets, consisting primarily of Bitcoin, with a fair value of approximately $ 92.2 million.

The Company’s digital assets are company-owned, unrestricted, and classified as current assets.

Based on the Company’s current liquidity position and historical operating cash usage, management believes the Company has sufficient liquidity to meet its obligations as they become due for at least the next twelve months from the issuance date of these consolidated financial statements.

The fair value of digital assets is subject to market volatility;

however, such assets are actively traded and may be liquidated, if necessary, to support operating needs.

Accordingly, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has been alleviated for the twelve-month period following the issuance date of these consolidated financial statements.

Business Combination and Asset Purchase

At the closing (the “CSI Closing”), pursuant to an asset purchase agreement, by and between the Company and CSI, dated as of December 19, 2024, as amended by that certain amendment to the asset purchase agreement, dated as of December 30, 2024, and as further amended by that certain second amendment to the asset purchase agreement, dated as of February 25, 2025, and as further amended by that certain third amendment to the asset purchase agreement, dated March 31, 2025, and as further amended by that certain fourth amendment to the asset purchase agreement, dated May 14, 2025 (the “CSI Asset Purchase Agreement”), the Company acquired the CSI Acquired Assets for an aggregate purchase consideration of $ 32.8 million consisting of (i) exclusivity fee of $ 1.0 million paid in the fourth fiscal quarter of 2024 (the “Exclusivity Fee”), (ii) amount in cash of $ 1.0 million paid to an escrow account in January 2025 (the “Escrow Amount”) (iii) an amount in cash equal to $ 5.0 million, (iv) 10,600,000 validly issued, fully paid and nonassessable shares of restricted common stock of the Company, (the “Closing Stock Consideration”), (v) $ 5.0 million payable in the form of the convertible note (the “Initial Convertible Note”) issued by the Company to CSI, (vi) $ 5.0 million payable in the form of the convertible note (the “First Convertible Note”) issued by the Company to CSI, (vii) $ 5.0 million payable in the form of convertible note (the “Second Convertible Note”, and together with the Initial Convertible Note and First Convertible Note, the “CSI Convertible Notes”) issued by the Company to CSI, (viii) $ 500,000 for the reimbursement of fees incurred by CSI due to the acquisition, and (ix) the assumption of certain transferred liabilities, as described in the CSI Asset Purchase Agreement.

Pursuant to the CSI Asset Purchase Agreement, in connection with the CSI Closing, the Company issued the CSI Convertible Notes in an aggregate principal amount of $ 15.0 million, each due on the second anniversary of the closing (the “Maturity Date”).

For additional information on the CSI Convertible Notes, refer to Note 5, Borrowings.

The acquisition was accounted for under ASC 805, Business Combinations and uses preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year).

Adjustments beyond the measurement period are recorded in earnings.

A summary of the purchase consideration follows:

Closing Stock Consideration

Convertible Notes

Total purchase price consideration

Business Combination and Asset Purchase, continued

Cash of $ 7.5 million includes initial cash paid of $ 1.0 million as Exclusivity Fee in December 2024, $ 1.0 million Break-up Fee paid in January 2025, and cash paid at closing in May 2025 amounting to $ 5.5 million.

The final purchase price and the allocation of the purchase price to the assets acquired and liabilities assumed are as follows:

Unbilled receivable

Intangible assets

Accrued expenses

Loan for purchase of equipment

Deferred revenue

Total purchase consideration

The acquired intangible assets values were estimated using the discounted cash flow method and estimated discount rate.

The useful lives are based on estimates of benefits derived from the future cash flows.

The acquired intangible assets, useful lives and a preliminary estimate of fair value at the acquisition date follows:

Useful Life (years)

Customer relationships

Internal use technology

The results of operations of CSI are included in the consolidated financial statements of the Company for the year ended December 31, 2025 since the date of acquisition.

The goodwill recorded in the CSI acquisition is not deductible for tax purposes.

Transaction related expenses were $ 0.5 million for the year ended December 31, 2025 and are included in general and administrative expenses in the condensed consolidated statements of operations.

Other Intangible Asset Acquisitions

For the year ended December 31, 2025, the Company acquired additional patents for an aggregate fair value of $ 3.5 million and a useful life of 10 years , based on expected future economic benefit, in exchange for the issuance of 5,500,000 shares of common stock.

The Company recorded amortization expense of $ 0.2 million for the year ended December 31, 2025.

EOS Holdings Asset Acquisition

On December 31, 2024 (the “DV Closing Date”), the Company completed its asset purchase of information technology assets, certain patents and trademarks (collectively, the “Acquired Assets”) from EOS Technology Holdings Inc.

(“EOS Holdings”).

At the closing (the “DV Closing”), pursuant to the asset purchase agreement, by and between the Company and EOS Holdings, dated as of September 4, 2024, and as amended on November 14, 2024, and as further amended from time to time (the “Asset Purchase Agreement”), the Company acquired the Acquired Assets for an aggregate purchase price of $ 92,000,000 consisting of (i) $ 10,000,000 paid in the form of a promissory note issued by the Company to EOS Holdings (the “DV Convertible Note”), (ii) 40,000,000 shares (the “Closing Stock Consideration”) of validly issued, fully paid and nonassessable shares of restricted common stock of the Company, par value $ 0.0001 per share with an aggregate fair value of $ 82,000,000 based on the closing stock price of the Company on December 31, 2024.

At the closing (the “DV Closing”), pursuant to the asset purchase agreement, by and between the Company and EOS Holdings, dated as of September 4, 2024, and as amended on November 14, 2024, and as further amended from time to time (the “Asset Purchase Agreement”), the Company acquired the Acquired Assets for an aggregate purchase price of $ 92 million consisting of (i) $ 10 million paid in the form of a promissory note issued by the Company to EOS Holdings (the “DV Convertible Note”), (ii) 40,000,000 shares (the “Closing Stock Consideration”) of validly issued, fully paid and nonassessable shares of restricted common stock of the Company, par value $ 0.0001 per share with an aggregate fair value of $ 82 million based on the closing stock price of the Company on December 31, 2024.

EOS Holdings is considered a related party as of the DV Closing.

See Note 11 Related Parties for further details.

Business Combination and Asset Purchase, continued

Second Asset Purchase Agreement Amendment

In connection with but prior to the DV Closing, on December 31, 2024, the Company and Data Vault entered into a second amendment to the Asset Purchase Agreement (the “Second Asset Purchase Agreement Amendment”).

Pursuant to the Second Asset Purchase Agreement Amendment, among other things, the parties agreed to enter into an earnout agreement (the “Earnout Agreement”) instead of a royalty agreement as set forth in the Asset Purchase Agreement, and the parties agreed that EOS Holdings will only appoint one director at the DV Closing to the board of directors of the Company (the “Board”), and EOS Holdings will have the right to appoint one other director within ninety ( 90 ) days after the DV Closing.

In connection with but prior to the DV Closing, on December 31, 2024, the Company and EOS Holdings entered into a second amendment to the Asset Purchase Agreement (the “Second Asset Purchase Agreement Amendment”).

Pursuant to the Second Asset Purchase Agreement Amendment, among other things, the parties agreed to enter into an earnout agreement (the “Earnout Agreement”) instead of a royalty agreement as set forth in the Asset Purchase Agreement, and the parties agreed that EOS Holdings will only appoint one director at the DV Closing to the Company’s board of directors, and EOS Holdings will have the right to appoint one other director within ninety ( 90 ) days after the DV Closing.

The parties also agreed that EOS Holdings will transfer at least eighty-one percent ( 81 %) of the Closing Stock Consideration to its stockholders, and neither EOS Holdings nor any of its stockholders will own in excess of 19.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of the Closing Stock Consideration.

1 unchanged sentence

The Company is required to cause such registration statement to become effective by April 15, 2025.

The Company and EOS Holdings further agreed that the Company may only amend, supplement or otherwise modify the transaction documents with approval of the disinterested members of the Board.

The Company and EOS Holdings further agreed that the Company may only amend, supplement or otherwise modify the transaction documents with approval of the disinterested members of the Company’s board of directors.

The parties also updated the schedules describing the transferred assets and transferred liabilities.

Asset Purchase, continued

Earnout Agreement

4 unchanged sentences

The Earnout Agreement includes customary covenants regarding how the Company can operate its business during the term of the Earnout Agreement.

The Earnout Agreement was not assigned a fair value at the purchase date as it was not deemed likely that any payments will be made as of December 31, 2024.

The Company accounted for the Asset Purchase Agreement as an asset purchase in accordance with ASC 805, Business Combinations (the “Screen Test”).

As such, the aggregate consideration of $ 92,000,000 plus capitalized fees of $ 575,000 were recorded to the intangible assets acquired of patents and trademarks for $ 2,384,000 and $ 90,191,000 , respectively, with useful weighted average remaining lives of ten years in each case .

The following set forth future amortization expense related to intangible assets as of December 31, 2024:

December 31, 2024

Total future amortization

For the year ended December 31, 2025, the Company accrued $ 0.8 million in expense related to the Earnout Agreement.

No payments or accruals were made for the year ended December 31, 2024.

The Company accounted for the Asset Purchase Agreement as of the closing date of December 31, 2024 as an asset purchase in accordance with ASC 805, Business Combinations (the “Screen Test”).

As such, the aggregate consideration of $ 92 million plus capitalized fees of $ 0.7 million were recorded to the intangible assets acquired of patents and trademarks for $ 90.3 million and $ 2.4 million, respectively, with useful weighted average remaining lives of ten years in each case .

Amortization expense related to intangible assets was approximately $ 9.3 million and $ 0 for the years ended December 31, 2025 and 2024, respectively.

Balance Sheet Components

4 unchanged sentences

Total inventories

Balance Sheet Components, continued

Property and equipment, net (in thousands):

Machinery and equipment

Furniture and fixtures

Leasehold improvements

Accumulated depreciation and amortization

Property and equipment, net

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was approximately $ 70,000 and $ 98,000 , respectively.

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was approximately $ 10.3 million and $ 70,000 , respectively.

As of December 31, 2025, the future amortization of the intangibles acquired is as follows:

December 31, 2025

Total future amortization

Intangible assets, net consisted of the following at December 31, 2025:

Gross Carrying

Trade names and trademarks

Customer relationships

Internal use technology

Intangible assets, net consisted of the following at December 31, 2024:

Gross Carrying

Trade names and trademarks

Notes Receivable

On June 13, 2024, the Company entered into a Senior Secured Promissory Note and Security Agreement (“Promissory Note and Security Agreement”) with EOS Holdings (“the Borrower”).

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 150,000 (“June 2024 Note”).

On April 9, 2025, the Company advanced $ 0.5 million to NYIAX as part of the NYIAX transaction described in Note 10 Commitments and Contingencies.

The Company derecognized the asset due to probability of non-payment and expensed to research and development in the consolidated statement of operations for the year ended December 31, 2025.

Balance Sheet Components, continued

On June 13, 2024, the Company entered into a Senior Secured Promissory Note and Security Agreement (the “Promissory Note and Security Agreement”) with EOS Holdings (the “Borrower”).

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 0.2 million (the “June 2024 Note”).

The June 2024 Note matures on October 11, 2024.

2 unchanged sentences

On October 23, 2024, the Borrower and the Company agreed to amend the June 2024 Note maturity date to January 31, 2025.

On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing as determined by the DV Convertible Note agreement.

On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing under the DV Convertible Note Amendment Agreement (as defined below).

On August 7, 2024, the Company entered into a second Promissory Note and Security Agreement with the Borrower.

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 100,000 (“August 2024 Note”).

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 0.1 million (the “August 2024 Note”).

The August 2024 Note matures on December 5, 2024.

2 unchanged sentences

On October 23, 2024, the Borrower and the Company agreed to amend the August 2024 Note maturity date to January 31, 2025.

On September 23, 2024, the Company entered into a third Promissory Note and Security Agreement with the Borrower.

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 73,485 (“September 2024 Note”).

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 73,485 (the “September 2024 Note”).

The September 2024 Note matures on December 5, 2024.

2 unchanged sentences

On October 23, 2024, the Borrower and the Company agreed to amend the September 2024 Note maturity date to January 31, 2025.

Balance Sheet Components, continued

On December 23, 2024, the Company entered into a fourth Promissory Note and Security Agreement with the Borrower.

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 100,000 (“December 2024 Note”).

Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $ 0.1 million (the “December 2024 Note”).

The December 2024 Note matures on January 31, 2025.

1 unchanged sentence

On the maturity date, subject to any extension, the Borrower will be obligated to make a payment equal to all unpaid principal and accrued interest.

The above notes receivable are netted on the consolidated balance sheet in Convertible note payable as of December 31, 2024 as there is a right of offset included in the DV Convertible Note and the four amended note receivable agreements above.

The above notes receivable were netted on the consolidated balance sheet in “convertible note payable, net related party” as there is a right of offset included in the DV Convertible Note and the four amended note receivable agreements above.

On February 14, 2025, $ 0.1 million was paid off as a result of the February 2025 Offering (defined below) in which a portion of proceeds in the 2025 Offering (defined below) were used to satisfy principal on the note receivables from EOS Holdings.

The proceeds from the financings in April 2025 and May 2025 (See Note 5 for details on the 2025 Offerings) were netted with the note receivable balance for the year ended December 31, 2025 and as a result the balance is no longer outstanding as of December 31, 2025.

At December 31, 2025, the Company had recognized approximately $ 5 thousand of interest income on the notes receivable.

There was no note receivable at December 31, 2023.

Balance Sheet Components, continued

Deposits for Business Combination

On December 19, 2024 the Company entered into an asset purchase agreement with CompuSystems Inc (“CSI”) (the “CSI Purchase Agreement”) where it has agreed to purchase, assume and accept from CSI all of the rights, title and interests used in the acquired business, and products and services solely to the extent they utilize the transferred assets, including CSI’s customer contracts, trademarks and other intellectual property (the “CSI Acquisition”).

Pursuant to the CSI Purchase Agreement, the Company made an exclusivity deposit of $ 1,000,000 with the designated escrow agent and is recorded on the consolidated balance sheet in Acquisition deposit.

The acquisition has not closed as of December 31, 2024.

On December 19, 2024 the Company entered into an asset purchase agreement with CompuSystems Inc (“CSI”) as amended on December 30, 2024, February 25, 2025 and March 31, 2025 (the “CSI Purchase Agreement”) where the Company agreed to purchase, assume and accept from CSI all of the rights, title and interests used in the acquired business, and products and services solely to the extent they utilize the transferred assets, including CSI’s customer contracts, trademarks and other intellectual property (the “CSI Acquisition”).

Pursuant to the CSI Purchase Agreement, the Company made an exclusivity deposit and a break-up fee deposit totaling $ 2.0 million.

The acquisition was completed on May 20, 2025 and thus the acquisition deposits are recorded as part of purchase consideration in note 3.

On October 28, 2025, the Company entered into a Stock Purchase Agreement (the “API Purchase Agreement”) with API Media Innovations Inc.

(“API Media”) and its shareholders, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of API Media for total consideration of $ 14.0 million, subject to the terms and conditions of the agreement.

In connection with the execution of the API Purchase Agreement, the Company paid a non-refundable cash deposit of $ 1.0 million (the “Deposit”) to the sellers.

The Deposit will be credited against the purchase price at closing.

If the Company fails to close the transaction on or before the contractual drop-dead date (other than as a result of the sellers’ breach), the Deposit will not be credited toward the purchase price.

As of December 31, 2025, the API acquisition has not closed, and the $ 1.0 million Deposit is recorded as an acquisition deposit within other assets on the consolidated balance sheet.

Accrued liabilities (in thousands):

Accrued vacation

Accrued rebate

Accrued audit fees

2 unchanged sentences

Accrued other

Accrued escrow liability

Accrued interest

Accrued lease liability, current portion

Total accrued liabilities

Convertible Promissory Note

On August 15, 2022, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”), by and between the Company and an institutional investor (the “Convertible Note Investor”), pursuant to which the Company agreed to issue to the Convertible Note Investor a senior secured convertible note in the principal amount of $ 3,600,000 (the “Convertible Note”) and a warrant to purchase up to 140 shares of the Company’s common stock, at an initial exercise price of $ 14,955.00 per share, in consideration for $ 3,000,000 .

Pursuant to the August Purchase Agreement, upon the closing of the private placement, pursuant to which Maxim Group LLC (“Maxim”) acted as placement agent (the “Private Placement”), the Company received gross proceeds of $ 3,000,000 .

After the deduction of banker fees, commitment fees and other expenses associated with the transaction, the Company received net proceeds of $ 2,483,000 .

The Company used the net proceeds primarily for working capital and general corporate purposes.

The Convertible Note, had an original maturity date of August 15, 2024, did not bear interest and ranked senior to the Company’s then existing and future indebtedness and was secured to the extent and as provided in the security agreements.

The Convertible Note was convertible in whole or in part at the option of the Convertible Note Investor into shares of common stock (the “Conversion Shares”) at the Conversion Price (as defined below) at any time following the date of issuance of the Convertible Note.

The Convertible Note defines “Conversion Price” as equal to the lesser of (a) 90 % of the average of the five lowest daily VWAPs (as defined in the Convertible Note) during the previous twenty trading days prior to delivery to the Company of the Convertible Note Investor’s applicable notice of conversion and (b) $ 13,890.00 (the “Base Conversion Price”).

The Base Conversion Price was subject to full ratchet antidilution protection, subject to a floor conversion price of $ 75.00 per share (the “Floor Price”).

The obligations and performance of the Company under the Convertible Note and the August Purchase Agreement were secured by:

(a) a senior lien granted pursuant to security agreements between the Convertible Note Investor and the Company, on (a) all of the assets of the Company (b) a senior lien granted pursuant to trademark security agreements between the Convertible Note Investor and the Company;

(c) a senior lien granted pursuant to a patent security agreement between the Convertible Note Investor and the Company on all of the patent assets of the Company;

and (d) a pledge of certain securities pursuant to a pledge agreement between the Convertible Note Investor, the Company (such agreements listed in (a)-(d) above, collectively, the “Security Agreements”).

The payment and performance obligations of the Company under the Convertible Note and the August Purchase Agreement were guaranteed pursuant to a guaranty by the Company in favor of the Convertible Note Investor.

In connection with the Private Placement, the Company issued warrants to the Convertible Note Investor and Maxim to purchase common shares of 140 and 13 , respectively (see Note 6 – Fair Value Measurements).

The sum of the fair value of the warrants, the original issue discount for interest, issuance costs and the derivative liability for the embedded conversion feature for the Convertible Note were recorded as debt discounts totaling $ 2,509,000 to be amortized to interest expense over the respective term using the effective interest method.

During the year ended December 31, 2023, the Company recognized $ 737,000 of interest expense from the amortization of debt discounts and repayment of the convertible note payable in April 2023.

In connection with the Private Placement, the Company entered into a placement agency agreement with Maxim (the “Placement Agency Agreement”), and agreed to issue to Maxim, a warrant to purchase up to an aggregate of 13 shares of common stock (the “Maxim Warrant”) at an initial exercise price of $ 14,955.00 per share, which is exercisable at any time on or after the six-month anniversary of the closing date of the Private Placement and will expire on the fifth ( 5 th ) anniversary of its date of issuance.

Effective August 24, 2022, the Company and the Investor agreed to amend Section 3.1(b) of the Convertible Note to provide that the Conversion Price could not be lower than the Floor Price until stockholder approval has been obtained, after which stockholder approval the Floor Price may be reduced to no lower than $ 37.50 , subject to adjustment pursuant to the terms of the Convertible Note.

The changes were effected by cancellation of the Convertible Note and the issuance of a replacement senior secured convertible note (the “New Convertible Note”) to the Investor.

The New Convertible Note contains identical terms as the Convertible Note, except for the amendment to the Section 3.1(b).

The New Convertible Note contained several embedded conversion features.

The Company concluded that those conversion features require bifurcation from the New Convertible Note and subsequent accounting in the same manner as a freestanding derivative.

The Company recognized a derivative liability of $ 286,000 upon execution of the note agreement and such amount was included in the $ 2,509,000 of debt discounts noted above.

Subsequent changes in the fair value of these conversion features are measured at each reporting period and recognized in the consolidated statement of operations.

Borrowings, continued

On November 28, 2022, the Company entered into a waiver of rights (the “Waiver”) with the New Convertible Note Investor, pursuant to which the New Convertible Note Investor agreed to waive certain prohibitions under the August Purchase Agreement with respect to the offering of units in December 2022 in exchange for the issuance by the Company, on the closing date of such offering, of an additional number of Series A warrants to purchase shares of common stock (“Series A Warrants”) and an additional number of Series B warrants to purchase shares of common stock (“Series B Warrants”) equal to the quotient obtained by dividing $ 750,000 by the public offering price for the units sold in the offering (such Warrants, the “Waiver Warrants”).

In connection with the public offering the Company consummated on December 1, 2022 (the “December 2022 Offering”), the Company issued 357 Series A Warrants and 357 Series B Warrants to the New Convertible Note Investor (See Note 7).

The Company’s obligation to issue shares of common stock underlying the Waiver Warrants is expressly conditioned upon stockholder approval of all of the transactions contemplated by the August Purchase Agreement.

At a Special Meeting of Stockholders held on January 24, 2023, the Company received stockholder approval of the transactions contemplated by the August Purchase Agreement.

Additionally, as a result of the December 2022 Offering, the Base Conversion Price was adjusted to the Floor Price.

On February 1, 2023, the holder of the New Convertible Note converted approximately $ 708,000 , a portion of the outstanding principal amount into 450 shares of the Company’s common stock.

On April 11, 2023, the Company paid $ 1,656,744 to the holder of the New Convertible Note which repaid the entirety of the outstanding balance and included the unpaid principal, interest through the payoff date, and a pre-payment premium of $ 276,000 which was recorded as a component of loss on debt extinguishment

September 2023 Short-Term Loan Agreement

On September 8, 2023, the Company entered into that certain Loan and Security Agreement with the Meriwether Group Capital Hero Fund LP (“Meriwether Hero Fund”).

Pursuant to the Loan and Security Agreement, the Meriwether Hero Fund agreed to provide the Company with bridge financing in the form of a term loan in the original principal amount of $ 650,000 , which term loan will be senior in priority to the Company’s present and future indebtedness (“Meriwether Loan”).

The Meriwether Loan was to mature on November 7, 2023, subject to further extension.

In addition, the Company had the right to request additional funding under the Loan and Security Agreement.

Borrowings under the Meriwether Loan bore interest at a rate per annum equal to 18 %.

On the maturity date, subject to any extension, the Company was obligated to make a payment equal to all unpaid principal and accrued interest.

Pursuant to Meriwether Loan, the Company was required to pay to the Meriwether Hero Fund a fully earned, non-refundable, origination fee in the amount of $ 50,000 .

The Company was also required to pay to the Meriwether Hero Fund a fully earned, non-refundable, exit fee in the amount of $ 50,000 due and payable on the maturity date.

The Meriwether Loan also provided that all present and future indebtedness and the obligations of the Company to the Meriwether Hero Fund shall be secured by a first priority security interest in all real and personal property collateral of the Company.

The Meriwether Loan contained customary representations, warranties and affirmative and negative covenants.

In addition, the Meriwether Loan contained customary events of default that entitle the Meriwether Hero Fund to cause the Company’s indebtedness under the Meriwether Loan to become immediately due and payable, and to exercise remedies against the Company and the collateral securing the term loan.

On October 10, 2023, the Meriwether Hero Fund, agreed to extend the Meriwether Loan maturity date from November 7, 2023 to December 7, 2023, for a fee of $ 20,000 .

On December 7, 2023, the Company repaid the full amount of the Meriwether Loan, including all fees and accrued interest.

Borrowings, continued

January 2024 Short-Term Loan Agreement

On January 19, 2024, the Company issued promissory notes in the aggregate principal amount of $ 1,000,000 (the “January 2024 Promissory Notes”) and common stock purchase warrants to purchase up to an aggregate of 66,665 shares (the “January 2024 Warrant Shares”) of the Company’s common stock, at an initial exercise price of $ 22.23 per share with four accredited investors (each an “Investor” and together the “Investors”).

In connection with the January 2024 Promissory Notes, the Company received gross proceeds of $ 600,000 , before fees and other expenses associated with the transaction.

On January 19, 2024, the Company issued promissory notes in the aggregate principal amount of $ 1.0 million (the “January 2024 Promissory Notes”) and common stock purchase warrants to purchase up to an aggregate of 66,665 shares (the “January 2024 Warrant Shares”) of the Company’s common stock, at an initial exercise price of $ 22.23 per share with four accredited investors (each an “Investor” and together the “Investors”).

In connection with the January 2024 Promissory Notes, the Company received gross proceeds of $ 0.6 million, before fees and other expenses associated with the transaction.

The January 2024 Promissory Note was to mature on the earlier to occur of:

2 unchanged sentences

The January 2024 Promissory Notes were not convertible into shares of common stock or Series B Preferred Stock.

Borrowings, continued

Between the dates of January 26, 2024 and February 2, 2024, the January 2024 Promissory Notes were repaid in full following the exercise of certain of the Company’s Series B Preferred Stock purchase warrants for a total of 29,322 shares of Series B Preferred Stock.

The 2024 Promissory Notes were settled via the payment of $ 667,000 in cash and a $ 333,000 offset to the amount due by one of the investors from the exercise of 9,322 Series B Preferred Stock purchase warrants.

In connection with the issuance of the January 2024 Warrant Shares (see Note 6 – Fair Value Measurements), the fair value of the warrants and the original issue discount for interest were recorded as debt discounts totaling $ 1,260,000 .

The 2024 Promissory Notes were settled via the payment of $ 0.7 million in cash and a $ 0.3 million offset to the amount due by one of the investors from the exercise of 9,322 Series B Preferred Stock purchase warrants.

The debt discounts were to be amortized to interest expense over the respective term using the effective interest method.

In connection with the full repayment of the January 2024 Promissory Notes, the Company recognized $ 1,260,000 of interest expense in the year ended December 31, 2024.

In connection with the full repayment of the January 2024 Promissory Notes, the Company recognized $ 1.3 million of interest expense in the year ended December 31, 2024.

DV Convertible Note

In connection with the DV Closing, the Company issued the DV Convertible Note in a principal amount of $ 10,000,000 due on the third anniversary of the DV Closing.

In connection with the DV Closing at December 31, 2024, the Company issued the DV Convertible Note in a principal amount of $ 10.0 million due on the third anniversary of the DV Closing.

The Company agreed to pay interest to EOS Holdings on the aggregate unconverted and then outstanding principal amount of the note at the rate of five and twelve hundredths percent ( 5.12 %) per annum, accruing from the DV Closing.

The DV Convertible Note can be converted at DV Holding’s option, partially or entirely, into shares of common stock, any time after the maturity date until the DV Convertible Note is fully paid off.

The DV Convertible Note can be converted at EOS Holdings’ option, partially or entirely, into shares of common stock, any time after the maturity date until the DV Convertible Note is fully paid off.

The DV Convertible Note uses a conversion price equaling to seventy-five percent ( 75 %) of the average VWAP (as defined in the DV Convertible Note) during the ten ( 10 ) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $ 1.116 per share.

At DV Holding’s sole discretion, upon a change of control (as defined in the DV Convertible Note), (i) the Company shall cause any successor entity to assume in writing all of the obligations of the Company under the DV Convertible Note, (ii) pay or cause to be paid to EOS Holdings the Note Balance (as defined below) in cash, or (iii) pay, at the closing of such change of control, in full satisfaction of the Company’s obligations under the DV Convertible Note, an amount in cash or equivalent common stock to the amount EOS Holdings would have been paid if it had converted its Note Balance into shares of common stock immediately prior to such closing, at the conversion price.

The parties agreed that the Company may apply up to 25 % of the amount of any payment to be made to EOS Holdings pursuant to the DV Convertible Note towards satisfaction of the amount, if any, owed by EOS Holdings to the Company under those certain senior secured promissory notes, dated June 13, 2024, August 7, 2024, September 23, 2024, and December 23, 2024 (collectively, the “Secured Notes” and the outstanding amount under the Secured Notes, collectively, the “DV Holding’s Note Balance”).

The Note Balance on the maturity date will be automatically reduced by the amount of the DV Holding’s Note Balance.

Borrowings, continued

At EOS Holdings’ sole discretion, upon a change of control (as defined in the DV Convertible Note), (i) the Company shall cause any successor entity to assume in writing all of the obligations of the Company under the DV Convertible Note, (ii) pay or cause to be paid to EOS Holdings the EOS Holdings Note Balance (as defined below) in cash, or (iii) pay, at the closing of such change of control, in full satisfaction of the Company’s obligations under the DV Convertible Note, an amount in cash or equivalent common stock to the amount EOS Holdings would have been paid if it had converted the entire balance outstanding under the DV Convertible Note into shares of common stock immediately prior to such closing, at the conversion price.

The parties agreed that the Company may apply up to 25 % of the amount of any payment to be made to EOS Holdings pursuant to the DV Convertible Note towards satisfaction of the amount, if any, owed by EOS Holdings to the Company under those certain senior secured promissory notes, dated June 13, 2024, August 7, 2024, September 23, 2024, and December 23, 2024 (collectively, the “Secured Notes” and the outstanding amount under the Secured Notes, collectively, the “EOS Holdings Note Balance”).

The EOS Holdings Note Balance on the maturity date will be automatically reduced by the amount of the EOS Holdings Note Balance.

Pursuant to the DV Convertible Note, if, at any time while the DV Convertible Note is outstanding, the Company enters into any capital raising or financing transaction, including without limitation any issuance by the Company of shares of common stock or common stock equivalents (as defined in the DV Convertible Note) for cash consideration, indebtedness or a combination of units thereof (each, a “Subsequent Financing”), then the Company shall first pay to EOS Holdings at least 10 % of the gross proceeds of such Subsequent Financing to redeem all or a portion of the DV Convertible Note, plus accrued but unpaid interest, plus liquidated damages, if any, and any other amounts then owing to EOS Holdings.

If the aggregate gross proceeds of Subsequent Financings reach or exceed $ 50,000,000 , then the Company shall repay the DV Convertible Note in full, including accrued but unpaid interest, liquidated damages, if any, and any other amounts, then owing to EOS Holdings.

If the aggregate gross proceeds of Subsequent Financings reach or exceed $ 50.0 million, then the Company shall repay the DV Convertible Note in full, including accrued but unpaid interest, liquidated damages, if any, and any other amounts, then owing to EOS Holdings.

The DV Convertible Note includes customary event of default provisions.

1 unchanged sentence

Additionally, upon the occurrence of an event of default, interest shall accrue daily at the rate of ten percent ( 10 %) per annum on the aggregate outstanding principal balance and any other amounts then owing by Company to EOS Holdings.

The Company elected the fair value method for the DV Convertible Note outstanding of $ 10,000,000 as of December 31, 2024 due to the embedded derivatives identified within the agreement requiring recurring fair value measurements.

The carrying value of the DV Convertible Note is the same as the fair value as of December 31, 2024 due to the note’s issuance occurring on that day.

The note will be valued using level 3 inputs going forward.

The Company elected the fair value method for the DV Convertible Note on issuance of December 31, 2024 due to the embedded derivatives identified within the agreement requiring recurring fair value measurements.

The note is valued using level 3 inputs.

See Note 6, Fair Value Measurements for further information on inputs.

Borrowings, continued

On February 14, 2025, the Company paid a portion of principal and interest of $ 0.4 million, net, as a result of the February 2025 Public Offering (defined below in Note 7).

On April 2, 2025 and May 20, 2025 in connection with the transactions contemplated by the Q2 2025 Purchase Agreement (as defined below), the Company paid an aggregate of $ 0.7 million in principal balance.

On August 6, 2025, in connection with the transactions contemplated by the Q3 2025 Purchase Agreement (as defined below), the Company paid $ 0.3 million, on September 26, 2025 the Company paid $ 0.7 million, and in October 2025 through December 2025 the Company paid $ 0.8 million.

For the year ended December 31, 2025, the Company paid an aggregate of $ 3.3 million in principal and cash payments of $ 2.9 million and through offsetting against the note receivable of $ 0.4 million.

No payments were made for the year ended December 31, 2024.

See Note 6 fair value measurements for further disclosures.

On September 7, 2025 the Company extinguished a portion of the principal and interest of $ 3.2 million in an Amendment and Conversion Agreement with EOS Holdings for 10,000,000 shares (the “DV Convertible Note Amendment Agreement”).

The balance as of December 31, 2025 and December 31, 2024 was $ 3.9 million and $ 10.0 million.

The fair value was $ 3.9 million as of December 31, 2025.

The DV Convertible Note is presented as a current liability as of December 31, 2025 because the note was settled in cash in January 2026.

Accordingly, the Company classified the outstanding balance as current at December 31, 2025.

See Note 13 – Subsequent Events for additional information regarding the settlement of the DV Convertible Note subsequent to year end.

The DV Convertible Note is netted with the notes receivable from EOS Holdings in convertible notes payable on the consolidated balance sheets as of December 31, 2024 as EOS Holdings agreed to offset the outstanding balance on the DV Convertible Note with the notes receivable at maturity or at a qualifying capital raising or financing transaction noted above.

Q2 2025 Purchase Agreement

Pursuant to a securities purchase agreement dated March 31, 2025, (the “Q2 2025 Purchase Agreement”), by and among the Company and certain institutional investors on April 3 2025, the Company sold (a) in a registered direct offering, senior secured convertible notes having an aggregate principal amount of $ 5.5 million for an aggregate purchase price of $ 5.0 million and (b) in a concurrent private placement, common stock purchase warrants to purchase up to 6,448,700 shares of common stock.

On May 20, 2025, in a subsequent closing under the Q2 2025 Purchase Agreement, the Company sold (i) in a registered direct offering, additional senior secured convertible notes having an aggregate principal amount of $ 11.1 million for an aggregate purchase price of $ 10.0 million and ii) in a concurrent private placement, additional common stock purchase warrants to purchase up to 12,897,401 shares of common stock All senior secured convertible notes issued pursuant to the Q2 2025 Purchase Agreement are referred to herein, collectively, as the “Q2 2025 Notes,” and all common stock purchase warrants issued pursuant to the Q2 2025 Purchase Agreement are referred to herein, collectively, as the “Q2 2025 Warrants.” The Q2 2025 Warrants meet the equity classification guidance.

See note 7 for additional information.

The Company received stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Q2 2025 Notes and upon exercise of the Q2 2025 Warrants and a one-time reset, at the Company’s option, of the exercise price of outstanding common stock purchase warrants held by the purchasers of the Q2 2025 Notes and the Q2 2025 Warrants that do not contain “alternative cashless exercise” features.

Pursuant to the Q2 2025 Purchase Agreement, until the date that is 18 months after the date on which the Q2 2025 Notes are no longer outstanding, the holders thereof have the right, but not the obligation, to participate in any issuance by the Company of any debt, preferred stock, shares of common stock or securities convertible into shares of common stock (a “Subsequent Financing”) up to a maximum of 65 % of such Subsequent Financing on the same terms, conditions and price provided to other investors in such Subsequent Financing.

Borrowings, continued

Q2 2025 Notes

The Q2 2025 Notes carry a 10 % original issue discount, and mature 18 months from the date of issuance.

No interest accrues during the term of the Q2 2025 Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12 % per annum.

The obligations under these Q2 2025 Notes rank senior to all other existing indebtedness and equity of the Company.

The Q2 2025 Notes are convertible at any time at the option of the holders thereof, in whole or in part, into such number of shares of the Company’s common stock at an initial conversion price equal to $ 1.00 per share.

Alternatively, the Q2 2025 Notes are convertible at a price (the “Q2 2025 Alternate Conversion Price”) equal to the greater of (x) the amount of $ 0.1794 per share (the “Q2 2025 Floor Price and (y) 90 % of the lowest volume weighted adjusted price of the shares of Common Stock (the “VWAP”) in the ten (10) trading days prior to the applicable conversion date.

In the event the Q2 2025 Alternate Conversion Price is lower than the Q2 2025 Floor Price, the Company is required to compensate the holders of the Q2 2025 Notes by paying them in cash an amount equal to the product obtained by multiplying (A) the VWAP on the day any applicable holder delivers a conversion notice and (B) the difference obtained by subtracting (I) the number of shares of common stock delivered (or to be delivered) to the holder on the applicable share delivery date with respect to such conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount that the holder has elected to be the subject of the applicable conversion, by (y) the applicable Q2 2025 Alternate Conversion Price without being limited by the Q2 2025 Floor Price.

Under the Q2 2025 Notes, the Company is required to use up to 30 % of the proceeds from future financings to redeem the Q2 2025 Notes in an amount equal to the aggregate principal amount of the Q2 2025 Notes being redeemed from such proceeds multiplied by 105 %.

The Q2 2025 Notes contain 4.99 / 9.99 % beneficial ownership limitations and customary provisions regarding events of defaults and negative covenants.

The Q2 2025 Notes are secured by all of the assets of the Company pursuant to a security agreement and guaranteed by a subsidiary of the Company pursuant to a subsidiary guarantee, both of which were entered into on April 3, 2025.

The Company elected the fair value option under ASC 825 to account for the Q2 2025 Notes.

Upon issuance, the Q2 2025 Notes had an estimated fair value of $ 23.2 million, which exceeded the $ 13.7 million in proceeds received, resulting in a day-one loss of $ 9.5 million, recorded in interest expense.

The Company determined that the financing terms were reasonable given its liquidity position at the time of issuance.

During the year ended December 31, 2025, the Company recognized $ 6.5 million of interest expense to adjust the fair value of the Q2 2025 Notes, and expensed the original issue discount of $ 1.7 million and issuance costs of $ 1.3 million within interest expense.

Throughout the third and fourth quarters of 2025, holders elected to convert the Q2 2025 Notes through a series of cashless conversions.

For the year ended December 31, 2025, holders converted $ 16.7 million of principal into 66,288,407 shares of common stock.

The fair value of the Q2 2025 Notes converted was $ 22.4 million, and these amounts were reclassified to additional paid-in capital.

The fair value measurements were based on Level 3 inputs within the fair value hierarchy.

As of December 31, 2025, all Q2 2025 Notes had been fully converted, and no balance remained outstanding.

Placement Agency Agreement

In connection with the sale and issuance of the Q2 2025 Notes the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) on March 31, 2025 (the “Placement Agency Agreement”), pursuant to which the Placement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the sale and issuance of the Q2 2025 Notes in consideration of an aggregate fee equal to 8.0 % of the gross proceeds raised at the April 3, 2025 closing and reimbursement of expenses in an amount up to $ 15,000 .

In addition to similar rights previously granted to the Placement Agent, pursuant to the Placement Agency Agreement, the Company granted the Placement Agent a right of first refusal for a period of 30 days from August 22, 2025 to provide investment banking services to the Company on an exclusive basis, exercisable in the Placement Agent’s discretion.

Additionally, under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7.0 % of the gross proceeds of any capital raising activity consummated with the initial purchasers under the Q2 2025 Purchase Agreement for a period of nine (9) months following April 3, 2025.

Borrowings, continued

Q3 2025 Purchase Agreement

Pursuant to a securities purchase agreement, dated August 4, 2025 (the “Q3 2025 Purchase Agreement by and among the Company and certain institutional investors on August 6, 2025, the Company sold in a registered direct offering, (i) senior secured convertible notes having an aggregate principal amount of $ 6.7 million for an aggregate purchase price of $ 6.0 million.

On September 30, 2025, in a subsequent closing under the Q3 2025 Purchase Agreement, the Company sold, in a registered direct offering, additional senior secured convertible notes having an aggregate principal amount of $ 6.7 million for an aggregate purchase price of $ 6.0 million.

All senior secured convertible notes issued pursuant to the Q3 2025 Purchase Agreement are referred to herein, collectively, as the “Q3 2025 Notes.”

The Company agreed, (i) not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of shares of common stock or securities convertible into shares of common stock until 45 days after the date of each closing under the Q3 2025 Purchase Agreement, and (ii) not to issue certain securities if the issuance would constitute a variable rate transaction until no initial purchaser under the Q3 2025 Purchase Agreement holds any Q3 2025 Notes.

Until the date that is 18 months after the date on which the Q3 2025 Notes are no longer outstanding, the holders thereof have the right, but not the obligation, to participate in any issuance by the Company of any Subsequent Financing up to a maximum of 65 % of such Subsequent Financing on the same terms, conditions and price provided to other investors in such Subsequent Financing.

Q3 2025 Notes

The Q3 2025 Notes carry a 10 % original issue discount, and mature 18 months from the date of issuance.

No interest accrues during the term of the Q3 2025 Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12 % per annum.

The obligations under these Q3 2025 Notes rank senior to all other existing indebtedness and equity of the Company.

The Q3 2025 Notes are convertible at any time at the option of the holders thereof, in whole or in part, into such number of shares of the Company’s common stock at an initial conversion price equal to $ 1.00 per share.

Alternatively, the Q3 2025 Notes are convertible at the holder’s election, at a price (the “Q3 2025 Alternate Conversion Price”) equal to the greater of (x) the amount of $ 0.1019 per share (the “Q3 2025 Floor Price”) and (y) 80 % of the lowest VWAP in the twenty (20) trading days prior to the applicable conversion date.

In the event the Q3 2025 Alternate Conversion Price is lower than the Q3 2025 Floor Price, the Company is required to compensate the holders of the Q3 2025 Notes by paying them in cash an amount (the “Q3 2025 Alternate Conversion Floor Amount”) equal to the product obtained by multiplying (A) the VWAP on the day any applicable holder delivers a conversion notice and (B) the difference obtained by subtracting (I) the number of shares of common stock delivered (or to be delivered) to the holder on the applicable share delivery date with respect to such Q3 2025 Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable conversion amount that the holder has elected to be the subject of the applicable Q3 2025 Alternate Conversion, by (y) the applicable Q3 2025 Alternate Conversion Price without being limited by the Q3 2025 Floor Price.

Under the Q3 2025 Notes, the Company is required to use up to 20 % of the proceeds from future financings to redeem the Q3 2025 Notes in an amount equal to the aggregate principal amount of the Q3 2025 Notes being redeemed from such proceeds multiplied by 105 %.

The Q3 2025 Notes contain 4.99 / 9.99 % beneficial ownership limitations and customary provisions regarding events of defaults and negative covenants.

The Q3 2025 Notes are secured by all of the assets of the Company pursuant to a security agreement and guaranteed by a subsidiary of the Company pursuant to a subsidiary guarantee, both of which were entered into on August 6, 2025.

Borrowings, continued

The Company elected the fair value option under ASC 825 to account for its Q3 2025 Notes.

Upon issuance, the Q3 2025 Notes had an estimated fair value of $ 21.6 million, which exceeded the $ 11.5 million in proceeds received and resulted in a day-one loss of $ 10.1 million, recorded in interest expense.

The Company determined that the financing terms were reasonable in light of its liquidity position at the time of issuance.

During the year ended December 31, 2025, the Company recognized $ 7.8 million of interest expense to adjust the Q3 2025 Notes to fair value.

In addition, the original issue discount of $ 1.3 million and issuance costs of $ 1.0 million were expensed within interest expense.

During the year ended December 31, 2025 the Q3 2025 Notes were fully converted through cashless conversions, exchanging approximately $ 13.3 million of principal for 62,128,785 shares of common stock.

The fair value of the Notes converted during the period was $ 25.5 million, which was reclassified to additional paid-in capital.

These fair value measurements were based on Level 3 inputs within the fair value hierarchy.

In connection with the issuance of the Q3 2025 Notes, the Company agreed to issue 30,738,449 shares of common stock in exchange for the surrender for cancellation of outstanding warrants to purchase 30,738,449 shares of common stock.

The incremental change in fair value of $ 3.7 million, representing losses recognized in connection with the modification of the Q2 2025 Notes, is included in extinguishment expense on the consolidated statement of operations.

In addition, in connection with the issuance of the Q3 2025 Notes, the Company agreed to amend the Q2 2025 Notes to reduce the Q2 2025 Alternate Conversion Price.

This resulted in an incremental fair value loss of $ 2.1 million, representing losses recognized in connection with the modification and exchange of the Q2 2025 Notes, which is included in extinguishment expense on the consolidated statement of operations.

Bridge Financing

In September 2025 through October 2025, the Company entered into short-term financing arrangements and received gross proceeds of approximately $ 2.4 million.

The Company incurred origination fees of $ 125,000 and interest charges of $ 0.6 million related to these financings.

Of the arrangements $ 1.4 million of principal was fully repaid as of December 31, 2025 with a remaining balance of $ 1.0 million as of December 31, 2025.

CSI Convertible Notes

In connection with the CSI Asset Purchase Agreement, the Company issued the CSI Convertible Notes in an aggregate principal amount of $ 15.0 million, each due on the second anniversary of the closing (the “CSI Maturity Date”).

The Company agreed to pay interest to CSI on the aggregate unconverted and then outstanding principal amount of the First Convertible Note and Second Convertible Note at the rate of five percent (5%) per annum, and on the aggregate unconverted and then outstanding principal amount of the Initial Convertible Note at the rate of ten percent (10%) per annum.

The Company agreed to pay interest accruing from the six-month anniversary of the closing on the First Convertible Note and from the nine-month anniversary of the closing on the Second Convertible Note on the unpaid balance of such principal amount no less frequently than quarterly per calendar quarter.

The payment of the accrued interest shall occur on the last business day of each calendar quarter.

If the Initial Convertible Note has not been satisfied in full within three (3) months after the Closing Date, then at CSI’s option, it shall be convertible to shares of common stock, in increments of $ 0.5 million, at a price of $ 1.14 per share.

The Company shall also repay the principal amount and all accrued interest under the Initial Convertible Note in full, without a penalty, within three (3) business days after the Company raises an additional amount of capital totaling at least $ 15.0 million.

The First Convertible Note can be converted, partially or entirely, into shares of common stock, any time after the six-month anniversary of the closing until the First Convertible Note is fully paid off.

The Second Convertible Note can be converted, partially or entirely, into shares of common stock, any time after the nine-month anniversary of the closing until the Second Convertible Note is fully paid off.

The First Convertible Note and Second Convertible Note use a conversion price equaling to the average VWAP during the thirty (30) consecutive trading days ending on the trading day that is immediately prior to the conversion date subject to a floor price of $ 1.40 per share and ceiling price of $ 2.50 per share (the “Conversion Price”).

The entire outstanding principal and accrued interest shall automatically be converted into shares of common stock on the CSI Maturity Date at the Conversion Price.

Borrowings, continued

The Company evaluated the CSI Convertible Notes under ASC 815, Derivatives and Hedging (“ASC 815”).

ASC 815 requires an assessment of embedded terms and features to determine whether any embedded derivatives must be bifurcated from the host contract when their economic characteristics and risks are not clearly and closely related to those of the host instrument.

Based on this evaluation, the Company concluded that none of the embedded features in the CSI Convertible Notes required bifurcation or separate derivative accounting.

At issuance, the CSI Convertible Notes were measured at fair value, with an aggregate initial fair value of $ 9.7 million (see Note 3 – Fair Value Measurements).

In December 2025, the holders of the Initial Convertible Note fully converted the note balance to 4,569,822 shares of common stock.

As of December 31, 2025, the CSI Convertible Notes had a carrying value of $ 5.9 million, reflecting an unamortized discount of $ 4.1 million.

During the year ended December 31, 2025, the Company recognized discount accretion expense of $ 1.2 million related to the CSI Convertible Notes.

Fair Value Measurements

8 unchanged sentences

The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity.

Fair Value Measurements, continued

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 by level within the fair value hierarchy, are as follows:

2 unchanged sentences

Quoted prices

Equity investment - NYIAX

Convertible note payable

3 unchanged sentences

Quoted prices

Convertible note payable

Warrant liabilities

Fair Value Measurements, continued

The Company’s DV Note equaled its cash payoff value as of December 31, 2025 as the balance was paid off in cash in January 2026.

There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2025 or 2024.

Warrant Liabilities

The following table includes a summary of changes in fair value of the Company’s warrant liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2024 and 2023:

During the three months ended June 30, 2024, the Company amended the terms of certain warrant agreements to remove certain exercise price reset, right to reprice and/or share adjustment provisions (“Reset Provisions”) following a reverse split, in addition to other revisions to the warrants.

On March 26, 2024, the Company amended the terms of certain warrant agreements to remove certain exercise price reset, right to reprice and/or share adjustment provisions (“Reset Provisions”) following a reverse split, in addition to other revisions to the warrants.

In April 2024, the Company effected the April 2024 Reverse Stock Split thereby removing the Reset Provisions (“Reset Amendment Effective Date”) and in accordance with provisions in certain of the warrants issued warrants to purchase an additional 5,602,693 shares of common stock.

3 unchanged sentences

The following table includes a summary of changes in fair value of the Company’s warrant liabilities measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2025 and 2024.

For December 31, 2025, we do not consider the fair value of the warrants to be material to the financial statements.

For December 31, 2024, the fair value of the common warrants was determined using the Black-Scholes Model based on the following key inputs and assumptions:

12 unchanged sentences

Ending balance

Fair Value Measurements, continued

The changes in fair value of the warrant liabilities are recorded in change in fair value of warrant liability in the consolidated statements of operations.

DV Convertible Note

Convertible Notes

As described in Note 5, the Company elected the fair value option on the DV Convertible Note issued on December 31, 2024.

The fair value of the note was deemed to equal the face value of $ 10,000,000 as the note was issued on that day.

The Company expects to use level 3 inputs to measure the fair value in subsequent periods.

No gain or loss was recorded on the DV Convertible Note for the year ended December 31, 2024.

The Company uses level 3 inputs to measure the fair value in subsequent periods.

The Company recorded a $ 0.1 million loss on the DV Convertible Note for the year ended December 31, 2025.

As described in Note 5, the Company elected the fair value option on the Q2 2025 Notes and Q3 2025 Notes and recorded a net loss of $ 20.6 million year ended December 31, 2025.

The Company uses level 3 inputs to measure the fair value in subsequent periods.

Fair Value Measurements, continued

The following table includes a summary of changes in fair value of the Company’s convertible notes.

For the year ended December 31,

(in thousands)

Beginning balance

Change in fair value recorded in interest expense

Amounts settled on DV note

Debt extinguishment

Partial conversion on DV note

Conversion of 10% notes

Ending balance

Fair Value of Crypto Assets

The following table summarizes Crypto assets held for operations (in thousands, except units):

December 31, 2025

December 31, 2024

The following table provides details of the activities related to our Crypto assets for the years ended December 31, 2025 (in thousands):

December 31, 2025

Beginning balance

Fair value remeasurement

Ending balance

During the year ended December 31, 2025, the Company received 1,309 Bitcoin from Scilex Holding Co., as an equity investment and sold 255 Bitcoin to Scilex Holding Co., Inc., for aggregate proceeds of $ 23.3 million.

The Bitcoin sold had a cost basis of $23.8 million, resulting in a realized loss of $ 0.5 million.

The sales were executed to fund the Company’s operations.

Scilex Holding Co., Inc.

is a related party.

For the year ended December 31, 2025, the Company recognized a fair value remeasurement gain of $ 0.2 million related to changes in the fair value of its Bitcoin holdings.

Realized gains and losses and fair value remeasurement gains and losses from crypto assets are recorded in Other expense , net in the consolidated statements of operations.

The Company accounts for disposals of Bitcoin using the first-in, first-out (“FIFO”) method.

The Company had no Crypto asset transactions during the year ended December 31, 2024.

Convertible Redeemable Preferred Stock and Stockholders’ Equity

Series B Preferred Stock, Series B Preferred Stock Warrants and Common Stock Warrants

On October 16, 2023, the Company consummated a public offering for an aggregate of 87,000 Series B Units (“Series B Units”).

Each Series B Unit consists of one share of the Company’s Series B Preferred Stock and two warrants, each to purchase one share of Series B Preferred Stock (“Series B Preferred Stock Warrant”).

Each share of Series B Preferred Stock is convertible at the holder’s option at any time, through a two-year period, into the number of shares of the Company’s common stock determined by dividing the $ 100 stated value per share of the Series B Preferred Stock by a conversion price of $ 62.205 per share.

Each share of Series B Preferred Stock is convertible into 1 share of common stock, and each Series B Preferred Stock Warrant entitles the holder to purchase one share of Series B Preferred Stock at an initial exercise price of $ 55 per share.

Dividends are paid in additional fully paid and nonassessable Series B Preferred Stock, at a 20 % dividend rate, non-cumulative.

If any shares of Series B Preferred Stock are outstanding at the end of the two-year period, the holder would be entitled to a cash redemption value equal to the $ 100 stated value per share.

The gross proceeds from the sale of Series B Units were $ 4,785,000 , before broker fees and related expenses of approximately $ 830,000 .

Due to the redemption feature, the Series B Preferred Stock did not meet the criteria for equity classification and was therefore presented as mezzanine equity in the accompanying Consolidated Balance Sheets.

Exercise of Series B Preferred Stock Warrants

On December 6, 2023, the Company executed an Inducement Agreement (the “Inducement Agreement”) with the holders of Series B Preferred Stock Warrants, reducing the exercise price to $ 35.72 per share of Series B Preferred Stock.

Any holder that exercised Series B Preferred Stock Warrants under the Inducement Agreement received a new Common Stock Warrant (“New Common Stock Warrants”) for each Series B Preferred Stock Warrant exercised.

Each New Common Stock Warrant entitles the holder to purchase 2 shares of common stock at an initial exercise price of $ 22.23 per share.

Due to certain price protections included with the New Common Stock Warrants, the warrants did not meet the criteria for equity classification and thus are subject to liability treatment.

Total proceeds from the exercise of 61,613 Series B Preferred Stock Warrants of $ 2,264,000 through December 31, 2023, and the remaining fair value of the Series B Preferred Stock Warrant liability immediately prior to the exercise of $ 1,628,000 resulted in a total of $ 3,892,000 recorded for the new 61,613 shares of Series B Preferred Stock, of which $ 3,322,000 was allocated to the Common Stock Warrants liability based on their fair value and $ 569,000 was allocated to the Series B Preferred Stock using the residual method of allocation.

In connection with this new issuance, the Company has recorded additional discounts to the Series B Preferred Stock for a beneficial conversion feature of $ 196,000 , the Common Stock Warrants of $ 3,322,000 and issuance costs of $ 146,000 .

The Company also accretes to Series B Preferred Stock, against additional paid in capital as a deemed dividend, for the difference between the total proceeds of $ 35.72 per share of Series B Preferred Stock and the full redemption price of $ 100 per share.

The Company uses the effective interest method to calculate the accretion amount for each period.

All 61,613 New Common Stock Warrants issued as a result of the exercise of Series B Preferred Stock Warrants were outstanding as of December 31, 2023.

Issuance costs of $ 429,000 and $ 125,000 were expensed on the date of issuance of the Series B Preferred Stock Warrants and the New Common Stock Warrants, respectively as such warrants were recorded at fair value.

Total issuance costs expensed from the issuances were charged to Change in fair value of warrant liability and amounted to $ 554,000 .

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

Through various dates from issuance to December 31, 2023, the holders of 110,278 shares of Series B Preferred Stock converted their shares into 177,282 shares of common stock.

Unamortized discounts to the Series B Preferred Stock of $ 6,063,000 were immediately recorded as a deemed dividend on the Statement of Stockholders’ equity (deficit) as of conversion date.

Amortization and accretion of discounts from issuance date through December 31, 2023 amounted to $ 297,000 , which were also recorded as a deemed dividend to the holders of Series B Preferred Stock.

The total such deemed dividends amounted to $ 6,360,000 for the year ended December 31, 2023 and was recorded as a net loss available to common stockholders on the Company’s consolidated statement of operations.

The 38,335 shares of Series B Preferred Stock outstanding as of December 31, 2023, were to become mandatorily redeemable on October 15, 2025 in the amount of $ 3,833,500 .

Through various dates during the year ended December 31, 2024, holders of Series B Preferred Stock Warrants exercised their warrants into 29,322 shares of Series B Preferred Stock at an exercise price of $ 35.72 per share.

2 unchanged sentences

Due to certain price protections included with the New Common Stock Warrants, the warrants did not meet the criteria for equity classification and thus are subject to liability treatment.

Total proceeds from the exercise of the 29,322 Series B Preferred Stock Warrants amounted to $ 1,047,000 , and the remaining fair value of the Series B Preferred Stock Warrant Liability immediately prior to the exercise of $ 587,000 resulted in a total of $ 1,634,000 recorded for the new 29,322 shares of Series B Preferred Stock, of which $ 1,188,000 was allocated to the New Common Stock Warrants liability based on their fair value and $ 446,000 was allocated to the Series B Preferred Stock using the residual method of allocation.

In connection with this new issuance, the Company recorded additional discounts to the Series B Preferred Stock for the New Common Stock Warrants of $ 1,188,000 and issuance costs of $ 61,000 .

Total proceeds from the exercise of the 29,322 Series B Preferred Stock Warrants amounted to $ 1.0 million and the remaining fair value of the Series B Preferred Stock Warrant Liability immediately prior to the exercise of $ 0.6 million resulted in a total of $ 1.6 million recorded for the new 29,322 shares of Series B Preferred Stock, of which $ 1.2 million was allocated to the New Common Stock Warrants liability based on their fair value and $ 0.4 million was allocated to the Series B Preferred Stock using the residual method of allocation.

In connection with this new issuance, the Company recorded additional discounts to the Series B Preferred Stock for the New Common Stock Warrants of $ 1.1 million and issuance costs of $ 61,000 .

The Company also accretes to Series B Preferred Stock, against additional paid-in-capital as a deemed dividend, for the difference between the total proceeds of $ 35.72 per share of Series B Preferred Stock and the full redemption price of $ 100 per share.

3 unchanged sentences

Through various dates during the year ended December 31, 2024, the holders of 5,000 shares of Series B Preferred Stock converted their shares into 8,038 shares of common stock.

Unamortized discounts to the Series B Preferred Stock of $ 269,000 were immediately recorded as a deemed dividend as of conversion date.

Unamortized discounts to the Series B Preferred Stock of $ 0.3 million were immediately recorded as a deemed dividend as of conversion date.

February 2024 Series B Preferred Stock and Series B Preferred Stock Warrants Repurchase

On February 13, 2024, the Company and its Series B Preferred Stock and Series B Preferred Stock Warrants holders entered into an arrangement where the Company agreed to repurchase 62,657 Series B Preferred Stock shares and 81,315 Series B Preferred Stock warrants for a total of $ 6,266,000 .

Unamortized discounts to the Series B Preferred Stock of $ 5,381,000 were immediately recorded as a deemed dividend as of repurchase date.

The remaining fair value of the Series B Preferred Stock Warrant Liability of $ 824,000 was adjusted against additional paid-in-capital on repurchase date.

Unamortized discounts to the Series B Preferred Stock of $ 5.4 million were immediately recorded as a deemed dividend as of repurchase date.

The remaining fair value of the Series B Preferred Stock Warrant Liability of $ 0.8 million was adjusted against additional paid-in-capital on repurchase date.

Other Deemed Dividends

Amortization and accretion of discounts for all Series B Preferred Stock during the year ended December 31, 2024 amounted to $ 192,000 , which were also recorded as a deemed dividend to the holders of Series B Preferred Stock.

The total of deemed dividends (as discussed in this section, the Conversion of Series B Preferred Stock and February 2024 Series B Preferred Stock and Series B Preferred Stock Warrants Repurchase sections above) amounted to $ 5,842,000 for the year ended December 31, 2024 and was recorded as an adjustment to net loss available to common stockholders on the Company’s consolidated statement of operations.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

February 2023 Offering

On January 31, 2023, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 1,344 shares of common stock and pre-funded warrants (the “February 2023 Pre-Funded Warrants”) to purchase up to 2,545 shares of common stock, at an exercise price of $ 0.015 per share of common stock, and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 5,833 shares of common stock, at an initial exercise price of $ 1,573.50 per share of common stock (the “February 2023 Offering”).

In February and March of 2023, all the February 2023 Pre-Funded Warrants were exercised for cash.

On February 3, 2023, the Company closed the February 2023 Offering, and received net proceeds of approximately $ 5.3 million after deducting placement agent fees and other offering expenses payable by the Company.

Also, in connection with the February 2023 Offering, on January 31, 2023, the Company entered into a placement agency agreement with Maxim, pursuant to which Maxim agreed to act as placement agent on a “best efforts” basis in connection with the offering and (ii) the Company agreed to pay Maxim an aggregate fee equal to 8.0 % of the gross proceeds raised in the offering.

March 2023 Offering

On March 27, 2023, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 5,581 shares of common stock of the Company and (ii) in a concurrent private placement, common stock purchase warrants, exercisable for an aggregate of up to 11,163 shares of common stock, at an initial exercise price of $ 286.50 per share (the “March 2023 Offering”).

On March 29, 2023, the Company closed the March 2023 Offering and received net proceeds of approximately $ 1.6 million, after deducting fees payable to the financial advisor and other offering expenses.

April 2023 Offering

On April 7, 2023, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold to such investors (i) in a registered direct offering, 4,954 shares of common stock of the Company and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 9,908 shares of common stock, at an initial exercise price of $ 211.50 per share (the “April 2023 Offering”).

On April 12, 2023, the Company closed the April 2023 Offering and received net proceeds of approximately $ 1.0 million, after deducting fees payable to the financial advisor and other offering expenses.

October 2023 Warrant Repurchase

On October 16, 2023, the Company and certain of its common stock warrants holders entered into an arrangement where the Company agreed to repurchase outstanding common stock purchase warrants exercisable for an aggregate of up to 30,978 shares of common stock, at exercise prices ranging from $ 193.50 to $ 286.50 per share for a total of $ 2,323,000 .

The repurchased warrants were previously classified as equity warrants and at the date of repurchase a charge was recorded to additional paid-in capital.

Amortization and accretion of discounts for all Series B Preferred Stock during the year ended December 31, 2024 amounted to $ 0.2 million, which were also recorded as a deemed dividend to the holders of Series B Preferred Stock.

The total of deemed dividends (as discussed in this section, the Conversion of Series B Preferred Stock and February 2024 Series B Preferred Stock and Series B Preferred Stock Warrants Repurchase sections above) amounted to $ 5.8 million for the year ended December 31, 2024 and was recorded as an adjustment to net loss available to common stockholders on the Company’s consolidated statement of operations.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

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Each February Pre-Funded Unit was issued at $ 9.735 per unit and included one pre-funded common stock warrant (the “February Pre-Funded Warrants”), exercisable for one share of common stock at an initial exercise price of $ 0.015 and one February Common Warrant.

The gross proceeds from the issuance of the February Units and the February Pre-Funded Units were $ 1,543,000 and $ 8,444,000 , respectively, for total aggregate proceeds of $ 9,987,000 before broker fees and related expenses of approximately $ 998,000 .

The gross proceeds from the issuance of the February Units and the February Pre-Funded Units were $ 1.5 million and $ 8.4 million, respectively, for total aggregate proceeds of $ 10 million before broker fees and related expenses of approximately $ 1 million.

As a result of certain price protection clauses, the February Common Warrants did not meet the criteria for equity classification and thus are subject to liability treatment.

Accordingly, of the $ 9,987,000 gross proceeds from the February 2024 Public Offering, an amount of $ 6,308,000 , representing the fair value of the February Common Warrants as of the issuance date was allocated to the February Common Warrants liability, with the residual proceeds of $ 3,679,000 allocated to the common stock and February Pre-Funded Warrants, which met the criteria for equity classification.

Of the gross broker fees and related expenses of approximately $ 998,000 , the Company allocated $ 368,000 to the issued common stock and February Pre-Funded Warrants, which were recorded as a reduction of additional paid-in-capital.

The remaining issuance cost of $ 630,000 was allocated to the February Common Warrants and was expensed on the date of issuance as such warrants were recorded at fair value.

Accordingly, of the $ 10 million gross proceeds from the February 2024 Public Offering, an amount of $ 6.3 million, representing the fair value of the February Common Warrants as of the issuance date was allocated to the February Common Warrants liability, with the residual proceeds of $ 3.7 million allocated to the common stock and February Pre-Funded Warrants, which met the criteria for equity classification.

Of the gross broker fees and related expenses of approximately $ 1 million, the Company allocated $ 0.4 million to the issued common stock and February Pre-Funded Warrants, which were recorded as a reduction of additional paid-in-capital.

The remaining issuance cost of $ 0.6 million was allocated to the February Common Warrants and was expensed on the date of issuance as such warrants were recorded at fair value.

March 2024 Issuance of Common Stock, Prefunded Common Stock Warrants and Common Stock Warrants

On March 26, 2024, the Company entered into a Securities Purchase Agreement with certain purchasers where the Company issued 417,833 shares of common stock, 93,342 pre-funded common stock warrants (the “March Pre-Funded Warrants”) and common stock warrants (the “March Common Warrants”) to purchase up to 511,175 shares of common stock at an initial exercise price of $ 6.00 per share (known in aggregate as the “March 2024 Offering”).

Total proceeds per the Securities Purchase Agreement amounted to $ 2,299,000 before broker fees and other related expenses of approximately $ 388,000 .

Total proceeds per the Securities Purchase Agreement amounted to $ 2.3 million before broker fees and other related expenses of approximately $ 0.4 million.

As a result of certain price protection clauses, the March Common Warrants did not meet the criteria for equity classification and thus are subject to liability treatment.

Accordingly, of the $ 2,299,000 gross proceeds from the March public offering, an amount of $ 1,227,000 , representing the fair value of the March Common Warrants as of the issuance date was allocated to the March Common Warrants liability, with the residual proceeds of $ 1,072,000 allocated to the common stock and March Pre-Funded Warrants, which met the criteria for equity classification.

Of the gross broker fees and related expenses of approximately $ 388,000 , the Company allocated $ 181,000 to the issued common stock and the March Pre-Funded Warrants, which were recorded as a reduction of additional paid-in-capital.

The remaining issuance cost of $ 207,000 was allocated to the March Common Warrants and was expensed on the date of issuance as such warrants were recorded at fair value.

Accordingly, of the $ 2.3 million gross proceeds from the March public offering, an amount of $ 1.2 million, representing the fair value of the March Common Warrants as of the issuance date was allocated to the March Common Warrants liability, with the residual proceeds of $ 1.1 million allocated to the common stock and March Pre-Funded Warrants, which met the criteria for equity classification.

Of the gross broker fees and related expenses of approximately $ 0.4 million, the Company allocated $ 0.2 million to the issued common stock and the March Pre-Funded Warrants, which were recorded as a reduction of additional paid-in-capital.

The remaining issuance cost of $ 0.2 million was allocated to the March Common Warrants and was expensed on the date of issuance as such warrants were recorded at fair value.

April 2024 Issuances of Common Stock and Common Stock Warrants

On April 17, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 225,834 shares of common stock at $ 3.321 per share, and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 225,834 shares of common stock, at an initial exercise price of $ 3.196 per share (the “Initial April 2024 Registered Direct Offering and Concurrent Private Placement”).

The Initial 2024 Registered Direct Offering and Concurrent Private Placement closed on April 19, 2024 and the Company received gross proceeds of approximately $ 750,000 before deducting placement agent fees and other offering expenses of approximately $ 159,000 .

The Initial 2024 Registered Direct Offering and Concurrent Private Placement closed on April 19, 2024 and the Company received gross proceeds of approximately $ 0.8 million before deducting placement agent fees and other offering expenses of approximately $ 0.2 million.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

On April 19, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 361,904 shares of common stock at $ 5.25 per share, and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 542,856 shares of common stock, at an initial exercise price of $ 5.06 per share (the “Second April 2024 Registered Direct Offering and Concurrent Private Placement”).

The Second 2024 Registered Direct Offering and Concurrent Private Placement closed on April 23, 2024 and the Company received gross proceeds of approximately $ 1.9 million before deducting placement agent fees and other offering expenses of approximately $ 268,000 .

On April 26, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 418,845 shares of common stock at $ 5.73 per share, and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 418,845 shares of common stock, at an initial exercise price of $ 5.60 per share (the “Third April 2024 Registered Direct Offering and Concurrent Private Placement”).

The Third 2024 Registered Direct Offering and Concurrent Private Placement closed on April 30, 2024 and the Company received gross proceeds of approximately $ 2.4 million before deducting placement agent fees and other offering expenses of approximately $ 298,000 .

May 2024 Issuances of Common Stock and Common Stock Warrants

On May 13, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 785,000 shares of common stock at $ 3.31 per share, and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 785,000 shares of common stock, at an initial exercise price of $ 3.18 per share (the “Initial May 2024 Registered Direct Offering and Concurrent Private Placement”).

The Initial May 2024 Registered Direct Offering and Concurrent Private Placement closed on May 15, 2024 and the Company received gross proceeds of approximately $ 2.6 million before deducting placement agent fees and other offering expenses of approximately $ 314,000 .

On May 15, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell to such investors (i) in a registered direct offering, 675,000 shares of common stock at $ 3.61 per share, and (ii) in a concurrent private placement, common stock purchase warrants exercisable for an aggregate of up to 675,000 shares of common stock, at an initial exercise price of $ 3.48 per share (the “Second May 2024 Registered Direct Offering and Concurrent Private Placement”).

The Second May 2024 Registered Direct Offering and Concurrent Private Placement closed on May 17, 2024 and the Company received gross proceeds of approximately $ 2.4 million before deducting placement agent fees and other offering expenses of approximately $ 290,000 .

For the three months ended June 30, 2024, the Company’s board of directors approved the issuance of a total of 136,203 shares of common stock to two vendors for investor relations services.

The fair value of such common shares was calculated to be $ 360,000 and was recorded to other assets and additional paid in capital.

The fair value of such common shares was calculated to be $ 0.4 million and was recorded to other assets and additional paid in capital.

The fair value of such shares will be amortized over the service period of each agreement which ranged from 6 months to 12 months .

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The fair value of the 887,356 shares of common stock was calculated to be approximately $ 2.1 million, based on the common stock price of the date of issuance of $ 2.4 .

The incremental fair value of the Exchange Warrants was calculated to be approximately $ 123,000 and was determined using the Black-Scholes Model based on the following weighted average assumption:

The incremental fair value of the Exchange Warrants was calculated to be approximately $ 0.1 million and was determined using the Black-Scholes Model based on the following weighted average assumption:

common stock price on the date of the exchange of $ 2.40 ;

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The fair value of approximately $ 2,253,000 , which is the combination of the issuance of 887,356 common shares and the Exchange Warrants were treated as equity instruments.

The approximately $ 2,253,000 is considered a deemed dividend for the year ended December 31, 2024 and was recorded as an adjustment to net loss available to common stockholders on the Company’s consolidated statement of operations.

The approximately $ 2.3 million is considered a deemed dividend for the year ended December 31, 2024 and was recorded as an adjustment to net loss available to common stockholders on the Company’s consolidated statement of operations.

The fair value of approximately 8,125,000 of the New Warrant Shares was classified as equity and was determined using the Black-Scholes Model based on the following weighted average assumption:

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The fair value of the approximately 8,125,000 warrants was treated as a deemed dividend for the year ended December 31, 2024 and was recorded as an adjustment to net loss available to common stockholders on the Company’s consolidated statement of operations.

The total deemed dividend for the year ended December 31, 2024 for warrant exchanges and modifications was $ 10,475,000 and is recorded on the consolidated statement of operations in Deemed dividend on issuance of common stock and warrants issued in connection with amendments to warrants to purchase common stock.

The total deemed dividend for the year ended December 31, 2024 for warrant exchanges and modifications was $ 10.5 million and is recorded on the consolidated statement of operations in Deemed dividend on issuance of common stock and warrants issued in connection with amendments to warrants to purchase common stock.

For the year ended December 31, 2024, the Company’s board of directors approved the issuance of individual grants of 100,000 , 100,000 and 36,203 shares of common stock to various vendors for financial advisory services.

The fair value of such common shares was calculated to be $ 240,000 , 264,000 and 96,000 , respectively, and was recorded to other assets and additional paid in capital.

The fair value of such common shares was calculated to be $ 0.2 million, $ 0.3 million and $ 0.1 million, respectively, and was recorded to other assets and additional paid in capital.

The fair value of such shares will be amortized over the service period of 12 months.

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A summary of the warrant activity and related information for the years ended December 31, 2025 and 2024 is provided as follows.

In connection with February 2023 Offering, the Company issued common stock purchase warrants to investors to purchase up to 5,833 shares of the Company’s common stock, at an initial exercise price of $ 1,573.50 per share.

The grant date fair value of such warrants was $ 5,600,000 , which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

common stock price on the date of grant of $ 1,335.00 ;

expected yield of 0.0 %;

expected volatility of 96 %;

risk-free interest rate of 3.67 % and expected life of 5 years.

In connection with March 2023 Offering, the Company issued common stock purchase warrants to investors to purchase up to 11,163 shares of the Company’s common stock, at an initial exercise price of $ 286.50 per share.

The grant date fair value of such warrant was $ 2,113,000 , which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

common stock price on the date of grant of $ 249.00 ;

expected yield of 0.0 %;

expected volatility of 104 %;

risk-free interest rate of 3.67 % and expected life of 5 years.

In connection with April 2023 Offering, the Company issued Common Stock Purchase Warrants to investors to purchase up to 9,907 shares of the Company’s common stock, at an exercise price of $ 211.50 per share.

The grant date fair value of such warrant was $ 1,596,000 , which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

common stock price on the date of grant of $ 198.00 ;

expected yield of 0 %;

expected volatility of 115.6 %;

risk-free interest rate of 3.46 % and expected life of 5 years.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

May 2023 Warrant Inducement

On May 15, 2023, the Company entered into warrant exercise inducement offer letters with the holders of common stock purchase warrants exercisable for an aggregate of up to 9,907 shares of common stock at an initial exercise price of $ 211.50 per share issued on April 12, 2023 (the “April Warrants”).

The April Warrant holders agreed to exercise for cash April Warrants to purchase

up to 9,907 shares of common stock in exchange for the Company’s agreement to issue 19,815 new warrants (the “May Inducement Warrants”) on substantially the same terms as the April Warrants.

The Company received net proceeds of approximately $ 1.9 million from the exercise of the April Warrants.

Each May Inducement Warrant is exercisable at a price per share of common stock of $ 199.50 , which was equal to the Minimum Price (as defined by the Nasdaq Listing Rules).

Each May Inducement Warrant is immediately exercisable upon issuance and will expire on the fifth anniversary of its issuance.

The exercise price of the May Inducement Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock.

The May Inducement Warrants are callable by the Company at a redemption price of $ 75.00 per May Inducement Warrant, provided that the resale of the shares of common stock underlying the May Inducement Warrants are then registered or may be resold under Rule 144 under the Securities Act.

July 2023 Warrant Inducement

On July 26, 2023, the Company entered into warrant exercise inducement offer letters (the “July Inducement Letters”) with holders of the May Inducement Warrants pursuant to which the Company agreed to issue new inducement warrants (the “July Inducement Warrants”) to purchase a number of shares of common stock equal to 100 % of the number of shares of common stock received upon exercise of the May Inducement Warrants during the period provided for in the July Inducement Letters, with such July Inducement Warrants to be issued on substantially the same terms as the May Inducement Warrants.

The holders exercised 3,400 May Inducement Warrants pursuant to certain of the July Inducement Letters, and the Company received aggregate gross proceeds of approximately $ 678,000 from such exercises.

In exchange for the exercises of the May Inducement Warrants, the Company issued July Inducement Warrants exercisable for an aggregate of up to 3,400 shares of common stock at an initial exercise price of $ 193.50 per share.

Each July Inducement Warrant was immediately exercisable upon issuance and will expire on the fifth anniversary of its issuance.

The exercise price of the July Inducement Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock.

The July Inducement Warrants are callable by the Company at a redemption price of $ 75.00 per July Inducement Warrant, provided that the resale of the shares of common stock underlying the July Inducement Warrants are then registered or may be resold under Rule 144 under the Securities Act.

In connection with the January 2024 Promissory Notes, the Company issued common stock purchase warrants to investors to purchase up to 66,665 shares of the Company’s common stock, at an initial exercise price of $ 22.23 per share.

The grant date fair value of such warrant was $ 860,000 , which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The grant date fair value of such warrant was $ 0.9 million, which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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risk-free interest rate of 4.31 % and expected life of 5 years.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

In connection with February 2024 Public Offering, the Company issued common stock purchase warrants to investors to purchase up to 1,025,600 shares of the Company’s common stock, at an initial exercise price of $ 9.75 per share.

The grant date fair value of such warrant was $ 6,308,000 , which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The grant date fair value of such warrant was $ 6.3 million, which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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In connection with March 2024 Offering, the Company issued common stock purchase warrants to investors to purchase up to 511,175 shares of the Company’s common stock, at an initial exercise price of $ 6.00 per share.

The grant date fair value of such warrant was $ 1,227,000 , which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The grant date fair value of such warrant was $ 1.2 million, which was recorded as a liability with the offset recorded to additional paid-in capital on the consolidated balance sheets.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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risk-free interest rate of 4.21 % and expected life of 5 years.

January 2024 Warrants, the “Original Warrants”), whereby the holders agreed to (i) amend the New Common Stock Warrants and the January 2024 Warrants so such warrants shall not be exercisable until one or more certificates of amendment to the Company’s certificate of incorporation, as amended, are filed with the Secretary of State of the State of Delaware to effectuate an increase in authorized shares of capital stock of the Company and a reverse stock split of the Company’s outstanding shares of common stock;

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

On March 26, 2024, the Company entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with certain holders of (i) the New Common Stock Warrants, (ii) the common stock purchase warrants dated January 23, 2024 (the “January 2024 Warrants”), and (iii) the February Common Warrants (together with the New Common Stock Warrants and the January 2024 Warrants, the “Original Warrants”), whereby the holders agreed to (i) amend the New Common Stock Warrants and the January 2024 Warrants so such warrants shall not be exercisable until one or more certificates of amendment to the Company’s certificate of incorporation, as amended, are filed with the Secretary of State of the State of Delaware to effectuate an increase in authorized shares of capital stock of the Company and a reverse stock split of the Company’s outstanding shares of common stock;

and (ii) remove certain exercise price reset, right to reprice and/or share adjustment provisions in the Original Warrants, to be effective following the first adjustments following the April 2024 Reverse Stock Split.

In connection with the Initial April 2024 Registered Direct Offering and Concurrent Private Placement, the Company issued Common Stock Purchase Warrants to investors to purchase up to 225,834 shares of the Company’s common stock, at an initial exercise price of $ 3.196 per share.

The grant date fair value of such warrant was $ 1,255,000 , which was recorded as equity.

The grant date fair value of such warrant was $ 1.3 million, which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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In connection with the Second April 2024 Registered Direct Offering and Concurrent Private Placement, the Company issued Common Stock Purchase Warrants to investors to purchase up to 542,856 shares of the Company’s common stock, at an initial exercise price of $ 5.06 per share.

The grant date fair value of such warrant was $ 2,595,000 , which was recorded as equity.

The grant date fair value of such warrant was $ 2.6 million, which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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In connection with the Third April 2024 Registered Direct Offering and Concurrent Private Placement, the Company issued Common Stock Purchase Warrants to investors to purchase up to 418,845 shares of the Company’s common stock, at an initial exercise price of $ 5.60 per share.

The grant date fair value of such warrant was $ 2,048,000 , which was recorded as equity.

The grant date fair value of such warrant was $ 2.0 million, which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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In connection with the Initial May 2024 Registered Direct Offering and Concurrent Private Placement, the Company issued Common Stock Purchase Warrants to investors to purchase up to 785,000 shares of the Company’s common stock, at an initial exercise price of $ 3.18 per share.

The grant date fair value of such warrant was $ 2,453,000 , which was recorded as equity.

The grant date fair value of such warrant was $ 2.5 million, which was recorded as equity.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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risk-free interest rate of 4.35 % and expected life of 5 years.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

In connection with the Second May 2024 Registered Direct Offering and Concurrent Private Placement, the Company issued Common Stock Purchase Warrants to investors to purchase up to 675,000 shares of the Company’s common stock, at an initial exercise price of $ 3.48 per share.

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risk-free interest rate of 4.35 % and expected life of 5 years.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

September 2024 Warrant Inducement

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The holders exercised 2,228,628 Exchange Warrants for the year ended December 31, 2024, pursuant to the September 2024 Inducement Letters, and the Company received aggregate gross proceeds of approximately $ 4.9 million for the year ended December 31, 2024 from such exercises.

In exchange for the exercises of the Exchange Warrants, the Company issued September 2024 Inducement Warrants exercisable for an aggregate of up to 1,448,609 shares of common stock at an exercise price of $ 2.21

per share for the year ended December 31, 2024.

Each September 2024 Inducement Warrant is subject to shareholder approval and will expire on the fifth anniversary of such approval.

The grant date fair value of the 1,448,609 warrants issued was approximately $ 3,132,000 , which were treated as equity instruments.

The grant date fair value of the 1,448,609 warrants issued was approximately $ 3.1 million, which were treated as equity instruments.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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The holders exercised 1,675,803 Existing Warrants pursuant to the 2024 December Inducement Agreements, and the Company received aggregate gross proceeds of approximately $ 2.8 million from such exercises.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

The incremental fair value of the Exchange Warrants was calculated to be approximately $ 97,000 and was determined using the Black-Scholes Model based on the following weighted average assumption:

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Each December 2024 Inducement Warrant is subject to shareholder approval and will expire on the fifth anniversary of such approval.

The grant date fair value of the 2,513,703 warrants was approximately $ 4,532,000 , which were treated as equity instruments.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

The grant date fair value of the 2,513,703 warrants was approximately $ 4.5 million, which were treated as equity instruments.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

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Pursuant to the Purchase Agreement, the Existing Warrant Holders were granted the right to participate in certain offerings of the Company for a specified period of time (the “Original Participation Right”).

exercise of all existing common stock purchase warrants of the Company as of the date of the December Inducement Agreements) of 40 % of such offering on the same terms, conditions and price provided to other purchasers in the applicable offering.

Under the December Inducement Agreements, upon full exercise of the Existing Warrants, the Original Participation Right will terminate and the Existing Warrant Holders will receive a new participation right where they may participate in, until March 27, 2027, any offering by the Company up to an amount equal to such Existing Warrant Holder’s pro rata portion (measured by number of shares of common stock issuable upon exercise of all existing common stock purchase warrants of the Company as of the date of the December Inducement Agreements) of 40 % of such offering on the same terms, conditions and price provided to other purchasers in the applicable offering.

During the year ended December 31, 2024, 4,343,042 warrants to purchase common stock were exercised for cash, resulting in net proceeds of approximately $ 8.0 million.

In addition, during the year ended December 31, 2024, 1,712,049 warrants were exercised using an alternative cashless exercise provision, resulting in the issuance 1,113,943 shares of common stock.

During the year ended December 31, 2023, 13,440 warrants to purchase common stock were exercised for cash, resulting in net proceeds of approximately $ 2.5 million.

During the year ended December 31, 2023, 7,454 warrants were exercised using an alternative cashless exercise provision, resulting in the issuance of 5,591 shares of common stock.

February 2024 Warrants Black Scholes Value Payout

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The Black Scholes Value payout was valued at $ 1.96 per share and there was an aggregate number of warrants outstanding of 328,483 .

In order to receive the payout, holders

must elect within 30 days of the fundamental change otherwise the warrants convert to warrants in the Company.

In order to receive the payout, holders must elect within 30 days of the fundamental change otherwise the warrants convert to warrants in the Company.

The warrants were equity classified prior to the close of the DV Asset Acquisition and were reclassified to liability treatment as a result of the payout provision trigger.

The aggregate fair value at December 31, 2024 was $ 645,000 and there was no gain or loss recorded for the year ended December 31, 2024 for fair value as they were reclassified on the last day of the period.

The aggregate fair value at December 31, 2024 was $ 0.7 million and there was no gain or loss recorded for the year ended December 31, 2024 for fair value as they were reclassified on the last day of the period.

February 2025 Registered Direct Transaction

On February 14, 2025, the Company closed an offering (the “February 2025 Offering”) pursuant to a securities purchase agreement (the “February 2025 Purchase Agreement”) with certain investors (the “February 2025 Investors”).

In the February 2025 Offering, the Company issued and sold to the February 2025 Investors in a registered direct offering, (a) an aggregate of 4,757,126 shares (the “February 2025 Shares”) of common stock of the Company, and (b) common stock purchase warrants (the “February 2025 Warrants”, and together with the Shares, the “February 2025 Securities”) exercisable for an aggregate of up to 4,757,126 shares of common stock, at an exercise price of $ 1.14 per share (the “February 2025 Warrant Shares”) at a combined offering price of $ 1.14 per share and accompanying February 2025 Warrant, for aggregate gross proceeds of approximately $ 5.4 million.

The February 2025 Warrants are immediately exercisable upon issuance and will expire on the fifth anniversary of the issuance date of the February 2025 Warrants.

The February 2025 Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the February 2025 Warrants.

The grant date fair value of the 4,757,126 warrants was approximately $ 5.3 million, which were treated as equity instruments.

The fair value of such warrants was determined using the Black-Scholes Model based on the following weighted average assumption:

common stock price on the date of grant of $ 1.22 ;

expected yield of 0 %;

expected volatility of 143.4 %;

risk-free interest rate of 4.3 % and expected life of 5 years.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

Obligations Under the Purchase Agreement

Pursuant to the February 2025 Purchase Agreement, the Company agreed, subject to certain exceptions, (i) not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of its shares of common stock or securities convertible into common stock until 30 days after the closing date of the February 2025 Offering, and (ii) not to issue certain securities if the issuance would constitute a variable rate transaction for a period of 4 months from the closing date of the February 2025 Offering, in each case unless the Company is required to complete a financing prior to the applicable date in order to satisfy Nasdaq’s continued listing requirements.

Placement Agency Agreement

In connection with the February 2025 Offering, on February 13, 2025, the Company entered into a placement agency agreement (the “February 2025 Placement Agency Agreement”) with Maxim Group LLC (the “February 2025 Placement Agent”), pursuant to which the February 2025 Placement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the February 2025 Offering.

Pursuant to the February 2025 Placement Agency Agreement, the Company agreed to pay the February 2025 Placement Agent an aggregate fee equal to 7.0 % of the gross proceeds raised in the February 2025 Offering and reimburse the February 2025 Placement Agent an amount up to $ 75,000 for expenses in connection with the February 2025 Offering.

The Company also issued the February 2025 Placement Agent a private warrant (the “February 2025 Placement Agent Warrant”) to purchase up to 5.0 % of the aggregate number of February 2025 Securities sold in the February 2025 Offering, or warrants to purchase up to 475,713 shares of common stock (such shares, the “February 2025 Placement Agent Warrant Shares”), at an exercise price equal to 125.0 % of the offering price per share of common stock and accompanying February 2025 Warrant, or $ 1.425 per share.

The February 2025 Placement Agent Warrants will be exercisable 6 months after the commencement of sales in the February 2025 Offering and will expire on the five year anniversary of the initial exercise date.

Q2 2025 Warrants

In connection with the transactions contemplated by the Q2 2025 Purchase Agreement, the Company issued 6,448,700 warrants to purchase common stock on April 3, 2025 and 12,897,401 warrants to purchase common stock on May 19, 2025.

The 2025 Warrants have an initial exercise price of $ 0.8615 per share.

The Q2 2025 Warrants are exercisable immediately upon issuance and expire five ( 5 ) years from the date of issuance.

The exercise price of the Q2 2025 Warrants is subject to (a) downward adjustment in the event the Company issues shares of common stock or common stock equivalents having an effective price lower than the then current exercise price of the Q2 2025 Warrants, subject to certain exceptions and (b) standard, proportional adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The Warrants contain 4.99 / 9.99 % beneficial ownership limitations.

The warrants met the requirements for equity classification and the fair value upon issuance was recorded to interest expense on the condensed consolidated statement of operations for $ 16.7 million due to the fair value of the Q2 2025 Notes exceeding proceeds on issuance.

During the year ended December 31, 2025, four holders of warrants executed their right under the “alternative cashless exercise” provision to effect a cashless exercise of a total of 6,493,036 shares of common stock.

Waiver Shares

On September 26, 2025, the shareholders approved the issuance of 5,000,000 shares of common stock of the Company pursuant to the Waiver Agreement entered into on July 21, 2025 (the “Waiver Agreement”), with the purchasers in connection with the Q2 2025 Purchase Agreement.

The purchasers in the Q2 2025 Purchase Agreement waived the provisions relating to variable rate transactions contained in the Q2 2025 Purchase Agreement for a period of 60 days and the provisions relating to participation rights contained in the Q2 2025 Purchase Agreement, and the Company agreed that until the earlier to occur of (a) the end of the 60 -day period beginning on the trading date after the date of the Waiver Agreement, and (b) when no purchaser in the Q2 Purchase Agreement holds any of the Q2 2025 Notes, the Company will not sell shares of common stock, pursuant to that certain sales agreement, dated July 21, 2025, by and between the Company and Maxim Group LLC, (a)(i) on any trading day in an amount exceeding 10 % of the trading volume of the shares of common stock on such trading day during regular trading hours, or (ii) outside of regular trading hours, (b) at a per share price below $ 1.10 , or (c) in an aggregate amount exceeding $ 25,000,000 .

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

In consideration of the waiver granted by the purchasers in the Q2 2025 Purchase Agreement, the Company agreed to issue an aggregate of 5,000,000 shares of common stock to the Q2 2025 Purchasers on the date the Company received stockholder approval for such issuance under applicable stock exchange rules.

The Waiver Shares are recorded as equity issuance costs on the statement of stockholders’ equity.

Securities Purchase Agreement with Scilex

On September 25, 2025, the Company entered into a Securities Purchase Agreement (the “September Purchase Agreement”) with Scilex Holding Company, a Delaware corporation (the “September Purchaser), to sell in a registered offering, (a) 15,000,000 shares (the “September Shares”) of common stock of the Company, and (b) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 263,914,094 shares (the “Pre-Funded Warrant Shares”) of common stock, for an aggregate purchase price of $ 150.0 million in the native currency of the Bitcoin blockchain (“BTC”) upon satisfaction of certain closing conditions applicable to the September Shares and Pre-Funded Warrant, respectively.

The BTC to be paid to the Company in both Closings (as defined below) will be valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m.

(New York City time) on the trading day immediately prior to the September Initial Closing Date (as defined below).

The closing with respect to the September Shares (the “September Initial Closing”) took place on September 26, 2025 (the date of the Initial Closing, the “September Initial Closing Date”).

The closing with respect to the Pre-Funded Warrant (the “Pre-Funded Warrant Additional Closing,” and together with the September Initial Closing, the “BTC Closings”), took place on November 25, 2025 after the Company received the approval of its stockholders (i) as required by Nasdaq rules with respect to the transactions contemplated by the September Purchase Agreement including with respect to issuance of all of the Pre-Funded Warrant Shares and (ii) with respect to an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance to up to 1,500,000,000 (or such greater amount as is necessary to issue the Pre-Funded Warrant Shares to the September Purchaser).

On the September Initial Closing, the Company received approximately 71 BTC with an aggregate fair value of $ 7.8 million at the date of receipt.

On the Pre-Funded Warrant Additional Closing date the Company received 1,257 BTC with an aggregate fair value of $ 109.8 million.

As of December 31, 2025, the fair value of the BTC was $ 92.2 million and is recorded in Crypto assets on the consolidated balance sheets.

The loss of $ 0.4 million is recorded in Other expense, net on the consolidated statement of operations.

The Pre-Funded Warrant are immediately exercisable upon issuance without any beneficial ownership limitation at an exercise price of $ 0.0001 per share, and will remain exercisable until exercised in full and the Company has treated the share as though they are outstanding as in-substance common shares.

The fair value of the Pre-Funded Warrants of $ 109.8 million based on the aggregate fair value of the BTC received was recorded to additional paid-in capital as of December 31, 2025.

As a condition to the September Initial Closing, the Company was required to obtain stockholder support agreements (the “Voting Agreements”) from stockholders holding an aggregate of 38,000,000 shares of common stock, pursuant to which each such stockholder will agree to vote their shares of common stock in favor of the proposals for the stockholder approval at any stockholder meeting held for that purpose.

Additionally, each of the directors and executive officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, until the Pre-Funded Warrant Additional Closing Date.

Obligations Under the September Purchase Agreement

The Company agreed in the September Purchase Agreement (i) not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of shares of common stock or securities convertible into shares of common stock until 45 days after the September Initial Closing Date, and (ii) not to issue certain securities if the issuance would constitute a variable rate transaction until the Pre-Funded Warrant Additional Closing Date.

The Company agreed, until and including the Pre-Funded Warrant Additional Closing Date and without the prior written consent of the September Purchaser, not to use, offer, sell or otherwise dispose of or announce the offering of, any BTC paid to the Company in the September Initial Closing or publicly announce any intention to do any of the foregoing.

Convertible Redeemable Preferred Stock and Stockholders’ Equity, continued

Purchaser Rights

Upon the September Initial Closing, (i) for so long as the September Purchaser beneficially owns an aggregate of at least 10 % of the issued and outstanding shares of common stock, the September Purchaser may designate two directors to the board of directors of the Company, and (ii) for so long as the September Purchaser beneficially owns at least 5 % but no more than 10 % of the issued and outstanding shares of common stock, the September Purchaser may designate one director to the board of directors of the Company.

October Securities Purchase Agreement

On October 24, 2025, the Company entered into a securities purchase agreement (the “October Purchase Agreement”) with certain investors (each an “October Investor”, and collectively, the “October Investors”), where the Company agreed to issue and sell to the October Investors, in a registered direct offering, (a) an aggregate of 1,470,588 shares (the “October Initial Shares”) of common stock at a price of $ 0.34 per share and (b) an aggregate of 4,255,319 shares (the “October Additional Shares”) of common stock at a price of $ 0.47 per share, for aggregate gross proceeds of approximately $ 2.5 million.

The close of the Additional Shares took place on November 25, 2025 after the Company received the approval of its stockholders with respect to an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance to an amount sufficient to satisfy the Company’s existing contractual obligations.

Information regarding warrants for common stock outstanding and exercisable as of December 31, 2025 is as follows:

Warrants exercisable as of December 31, 2024 exclude warrants to purchase 1 shares of common stock issued to a marketing firm, which vest upon the achievement of certain milestones, warrants to purchase 2,513,703 shares of common stock issued to investors that participated in the December Inducement Agreement that requires shareholder approval prior to the warrants being exercisable and warrants to purchase 328,483 shares of common stock issued to investors that participated in the February 2024 Public Offering that requires shareholder approval prior to the warrants being exercisable, for which all have been recorded as a liability due to the triggering with the Datavault Transaction of the Black Scholes Value payout provision.

Warrants exercisable as of December 31, 2025 exclude warrants to purchase 1 share of common stock issued to a marketing firm, which vest upon the achievement of certain milestones, 12,068 shares of common stock issued to investors that participated in the February 2024 Public Offering that requires shareholder approval prior to the warrants being exercisable.

Information regarding warrants for common stock outstanding and exercisable as of December 31, 2025 is as follows:

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$ 38,250.00 - $ 66,900.00

$ 1,574.00 -$ 30,000.00

$ 38,250.00 - $ 262,500.00

Weighted Average

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$ 1.83 - $ 2.21

$ 3.18 - $ 3.48

$ 5.06 - $ 6.00

$ 1,574.00 - $ 30,000.00

$ 38,250.00 - $ 262,500.00

Weighted Average

Warrants exercisable as of December 31, 2023 exclude warrants to purchase 1 share of common stock issued to a marketing firm, which vest upon the achievement of certain milestones and warrants to purchase 187,557 shares of common stock issued to investors that participated in the Inducement Agreement that requires shareholder approval prior to the warrants being exercisable.

Additionally, warrants to purchase 1 share of common stock which are shown above with a price of $ 237,000.00 are pre-funded warrants under which the holder shall pay $ 3,000.00 per share to complete the exercise.

Warrants exercisable as of December 31, 2024 exclude warrants to purchase 1 shares of common stock issued to a marketing firm, which vest upon the achievement of certain milestones, warrants to purchase 2,513,703 shares of common stock issued to investors that participated in the December Inducement Agreement that requires shareholder approval prior to the warrants being exercisable and warrants to purchase 328,483 shares of common stock issued to investors that participated in the February 2024 Public Offering that requires shareholder approval prior to the warrants being exercisable , for which all have been recorded as a liability due to the triggering with the Datavault Transaction of the Black Scholes Value payout provision.

Stock-Based Compensation

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At a Special Meeting of Stockholders on March 15, 2024, the Company’s stockholders further approved an amendment to the LTIP to increase the annual share limit of common stock that may be issued only for the 2024 fiscal year under the LTIP from 8 % of the shares of common stock outstanding to 15 % of the shares of common stock outstanding (which amount equates to the maximum amount that may be issued in the aggregate under the LTIP).

At the annual meeting of stockholders held on December 20, 2024 stockholders voted to remove the annual share limit of common stock that may be issued for a certain fiscal year under the LTIP.

As a result of this change, the maximum number of shares of common stock that may be subject to equity awards is limited to 15 % of the shares of common stock outstanding, which calculation is made using the number of common stock outstanding as of the first trading day of each fiscal quarter.

As of December 31, 2025, up to 63,910,037 shares of common stock are available for grants to participants under the LTIP.

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Non-vested as of December 31, 2024

( 3,030,647 )

Non-vested as of December 31, 2025

As of December 31, 2024, the unamortized compensation costs related to the unvested restricted stock awards was approximately $ 1,835,000 which is to be amortized on a straight-line basis over a weighted-average period of approximately 2.4 years.

Awards outstanding held by certain executives and all board of director members accelerated vesting as of the day of the DV Asset Acquisition which closed on December 31, 2024, due to the change of control provision in the grant agreements.

This resulted in the recognition of all of the remaining expense for these awards which was a total of $ 915,000 in the year ended December 31, 2024.

For the year ended December 31, 2024, 137,752 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of approximately $ 229,669 .

For the year ended December 31, 2023, 1,051 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of $ 25,000 .

Stock-Based Compensation, continued

2020 Stock Incentive Plan

A summary of activity related to restricted stock units under the Company’s 2020 Stock Plan for the years ended December 31, 2024 and 2023 is presented below:

Weighted-Average Grant

A summary of activity related to restricted stock awards with performance-based vesting conditions for the twelve months ended December 31, 2025 is presented below:

Average Grant

Date Fair Value

Non-vested as of January 1, 2023

Non-vested as of December 31, 2024

Non-vested as of December 31, 2025

As of December 31, 2024, the unamortized compensation costs related to the unvested restricted stock units under the Company’s 2020 Stock Plan was approximately $ 0 .

For the year ended December 31, 2024, 1 share of restricted stock units was released under the 2020 Stock Plan with an intrinsic value of less than $ 1,000 .

For the year ended December 31, 2023, 13 shares of restricted stock units were released under the 2020 Stock Plan with an intrinsic value of less than $ 1,000

Stock-Based Compensation, continued

As of December 31, 2025, the unamortized compensation costs related to the unvested restricted stock awards with service based vesting conditions was $ 35.6 million which is to be amortized on a straight-line basis over a weighted-average period of approximately 2.9 years.

As of December 31, 2025, the unamortized compensation costs related to the unvested restricted stock awards with performance based vesting conditions was approximately $ 0.9 million which is to be amortized on a straight-line basis over a weighted-average period of approximately 1.0 years.

These performance awards vest upon the achievement of the Company’s aggregate revenue equaling or exceeding $ 40.0 million over a trailing 12 calendar month period ending on or prior to the date that is 5 years from the grant date.

Awards outstanding held by certain executives and all board of director members accelerated vesting as of the day of the EOS Holdings Asset Acquisition which closed on December 31, 2024, due to the change of control provision in the grant agreements.

This resulted in the recognition of all of the remaining expense for these awards which was a total of $ 915,000 in the year ended December 31, 2024.

For the year ended December 31, 2025, 3,388,670 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of approximately $ 2.5 million.

For the year ended December 31, 2024, 137,752 shares of common stock were issued upon vesting of outstanding restricted stock, pursuant to the LTIP with an intrinsic value of $ 229,669 .

During the year ended December 31, 2025, certain employees terminated and received accelerated vesting for all unvested awards.

The Company recorded $ 1.4 million in additional stock-based compensation expense for the year ended December 31, 2025.

Inducement Grant

1 unchanged sentence

As of December 31, 2024, all compensation cost related to the September 2021 Inducement Grant was expensed.

The Company recorded stock-based compensation of $ 185,000 related to this grant for year ended December 31, 2024.

On September 30, 2024, the Company issued 70,000 shares of restricted common stock at a fair value per share of $ 1.77 , to Stanley Mbugua, the Company’s Vice President of Finance, as an inducement grant (“September 2024 Inducement Grant”).

Due to the Company closing the acquisition of Data Vault on December 31, 2024, the September 2024 Inducement Grant vesting was fully accelerated due to the change in control the occurred.

The Company recognized $ 124,000 expense as a result.

The Company recorded stock-based compensation of $ 0.2 million related to this grant for year ended December 31, 2025.

On September 30, 2024, the Company issued 70,000 shares of restricted common stock at a fair value per share of $ 1.77 , to Stanley Mbugua, at the time the Company’s Vice President of Finance, as an inducement grant (“September 2024 Inducement Grant”).

Due to the Company closing the acquisition of EOS Holdings on December 31, 2024, the September 2024 Inducement Grant vesting was fully accelerated due to the change in control the occurred.

The Company recognized $ 0.1 million expense as a result.

As of December 31, 2025, there is no unamortized compensation cost related to the September 2024 Inducement Grant.

On January 2, 2025, the Company issued 1,200,000 units of restricted stock at a fair value per share of $ 2.04 , to Nathaniel Bradley, the Company’s Chief Executive Officer, as an inducement grant (“Bradley Inducement Grant”) pursuant to an inducement award agreement dated December 31, 2024.

Of this grant, 600,000 units have service-based conditions and vest in 3 -month equal installments over a 36 -month period, while the other 600,000 units have performance-based condition and vest upon the Company’s aggregate revenue equaling or exceeding $ 40 million over the trailing 12 calendar month period ending on or prior to the date that is 5 years from the grant date.

As of December 31, 2025, the unamortized compensation cost related to the Bradley Inducement Grant was approximately $ 1.5 million which is being amortized on a straight-line basis over a period of 1.7 years.

On May 20, 2025, the Company issued 500,000 units of restricted stock at a fair value per share of $ 0.97 , to Mark LoGuirato, as an inducement grant (“LoGuirato Inducement Grant”) pursuant to an inducement award agreement dated May 20, 2025.

Of this grant, 250,000 awards have service-based conditions and vest in 3-month equal installments over a 36 -month period, while the other 250,000 awards have performance-based condition and vest upon the Company’s CSI revenue equaling or exceeding $ 25,000,000 over trailing 12 calendar month period ending on or prior to the date that is 5 years from the grant date.

As of December 31, 2025, the unamortized compensation cost related to the LoGuirato Inducement Grant was approximately $ 0.3 million which is being amortized on a straight-line basis over a period of 1.80 years.

Stock-Based Compensation, continued

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(in thousands)

The following represent components of the income tax expense for the years ended December 31, 2024 and 2023:

(in thousands)

Total current provision for income taxes

Total deferred provision for income taxes

The Company had no current or deferred federal and state income tax expense or benefit for the years ended December 31, 2025 and 2024 because the Company generated net operating losses, and currently management does not believe it is more likely than not that the net operating losses will be realized

Income Taxes, continued

19 unchanged sentences

accordingly, a full valuation allowance was maintained, and no deferred tax assets were shown in the accompanying consolidated balance sheets.

The valuation allowance increased by $ 5,956,000 and $ 4,573,000 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company had federal net operating loss carryforwards of $ 97,179,000 .

The valuation allowance increased by $ 8.6 million and $ 6.0 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 125.4 million.

The federal net operating loss carryforwards will carryforward indefinitely but is subject to the 80 % taxable income limitation.

As of December 31, 2024, the Company had state net operating loss carryforwards of $ 94,206,000 which will begin to expire in 2039.

As of December 31, 2024, the Company had foreign net operating loss carryforwards of $ 290,000 .

As of December 31, 2025, the Company had state net operating loss carryforwards of $ 111.0 million which will begin to expire in 2039.

As of December 31, 2025, the Company had foreign net operating loss carryforwards of $ 0.4 million.

The foreign net operating loss carryforwards will begin to expire in 2039.

2 unchanged sentences

Income Taxes, continued

Provision for income taxes for the years ended December 31, 2024 and 2023 differed from the amounts computed by applying the statutory federal income tax rate of 21 % to the loss before provision for income taxes as a result of the following:

For the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively.

See Business and Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for additional details on the adoption of ASU 2023-09.

A reconciliation of the U.S.

federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2025, subsequent to the adoption of ASU 2023-09, including the amount and percentage of income before taxes, was as follows (in thousands, except percentages):

Year Ended December 31,

Effective tax rate reconciliation:

Income tax provision at statutory rate

State taxes, net of federal benefit

Other permanent differences

Change in fair value of warrants

Amount (In ‘000s)

Federal Statutory Tax Rate

State and local income taxes (net of federal benefit)

Foreign Tax Effects:

Changes in valuation allowances (Other Foreign Jurisdictions)

Change in Valuation allowances

Nontaxable or Nondeductible Items

Change in fair value of warrant liability

Fair value adjustment on convertible debt

A reconciliation of the U.S.

federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, was as follows:

Federal tax at statutory rate

State tax, net of federal tax effect

Change in valuation allowance

Provision for income taxes

Change in fair value of warrant liability

Total tax expense (benefit)

Tax positions are evaluated in a two-step process.

12 unchanged sentences

Operating Leases

The Company leases office space under a non-cancellable operating lease that was set to expire in January 2024 .

In May 2023, the Company signed a lease amendment that extended the lease expiration date to June 30, 2029, and agreed to new monthly rates.

The lease amendment was considered a lease modification and the Company adjusted its right-of-use asset and operating lease liabilities accordingly as shown in the table below.

Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property.

At lease inception, the Company determines the lease term by assuming the exercise of those renewal options that are reasonably assured.

The exercise of lease renewal options is at our sole discretion.

The lease term is used to determine whether a lease is financing or operating and is used to calculate straight-line rent expense.

Additionally, the depreciable life of leasehold improvements is limited by the expected lease term.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet;

the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Commitments and Contingencies, continued

The Company leases office and warehouse facilities under noncancelable operating lease agreements used to support its corporate headquarters, administrative offices, and operational activities.

Lease terms range from approximately two to five years.

Certain leases include renewal options that may extend the lease term;

however, such options are not included in the lease term unless it is reasonably certain that the option will be exercised.

Lease agreements generally require the Company to pay fixed base rent and may also include variable payments related to common area maintenance, property taxes, insurance, or other operating costs, which are expensed as incurred.

The Company’s leases do not contain residual value guarantees, and the Company does not currently sublease any of its leased facilities.

At lease commencement, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability based on the present value of lease payments over the lease term.

The Company uses its incremental borrowing rate to determine the present value of lease payments when the implicit rate is not readily determinable.

Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet, and lease expense for these leases is recognized on a straight-line basis over the lease term.

The following table reflects our lease assets and our lease liabilities at December 31, 2025 and December 31, 2024 (in thousands):

19 unchanged sentences

Present value of capital lease obligations

Commitments and Contingencies, continued

Lease Term and Discount Rate:

3 unchanged sentences

The discount rate was calculated by using the Company’s estimated incremental borrowing rate.

Commitments and Contingencies, continued

Other Information:

9 unchanged sentences

The Company’s management does not believe that any such matters, individually or in the aggregate, will have a materially adverse effect on the Company’s consolidated financial statements.

NYIAX Agreements

Exchange Agreement

On March 16, 2025, the Company entered into a share exchange agreement (the “Exchange Agreement”) with NYIAX, Inc., a Delaware corporation (“NYIAX”), pursuant to which NYIAX exchanged 900,000 shares (the “NYIAX Shares”) of NYIAX’s common stock, par value $ 0.0001 per share (the “NYIAX Common Stock”), for aggregate consideration of up to 5,000,000 shares of common stock (collectively, the “Exchange”).

The Exchange Agreement closed on April 9, 2025.

Pursuant to the Exchange Agreement, as full consideration for the sale, assignment, transfer and delivery of the NYIAX Shares by NYIAX to the Company, the Company agreed to issue to NYIAX (i) 3,000,000 shares of common stock (such shares of common stock, the “NYIAX Closing Shares”), and (ii) 2,000,000 shares of common stock (such shares of common stock, the “NYIAX Additional Shares”), The NYIAX Closing Shares will be issued in four equal quarterly tranches starting from the closing.

The NYIAX Additional Shares will be issued only upon completion of a complete advertising cycle for a third party clientele, and upon the parties’ mutual written agreement that the ADIO platform has been integrated into the NYIAX platform upon completion of the advertising cycle.

The NYIAX Additional Shares will be issued within thirty ( 30 ) days from the completion of the integration.

The Exchange Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain agreements.

Commitments and Contingencies, continued

Intellectual Property Cross-License Agreement

In connection with the Exchange, on March 16, 2025, the Company entered into a white label, co-marketing and intellectual property cross-license agreement (the “License Agreement”) with NYIAX, pursuant to which the Company received a non-exclusive license under certain of NYIAX’s jointly owned patent rights and know-how, and a non-exclusive license to white label NYIAX’s proprietary software-as-a-service advertising brokerage platform, all within the field of data, information and asset monetization and exchange.

In exchange, the Company granted to NYIAX a non-exclusive license under certain of the Company’s wholly owned patent rights, know-how and trademarks, including with respect to the Company’s ADIO platform, in the field of advertising buying, selling and brokerage.

Pursuant to the License Agreement, as consideration for the services provided by NYIAX pursuant to the License Agreement and the rights to access and use the NYIAX platform granted to the Company, and upon the terms and subject to all of the conditions contained in the License Agreement, the Company agreed to issue to NYIAX 5,530,000 shares (such shares, the “NYIAX Consideration Shares”) of common stock.

Pursuant to the License Agreement, in consideration of the rights granted to NYIAX under the License Agreement, NYIAX agreed to pay to the Company a license fee in the form of a convertible promissory note in the aggregate amount $ 2.5 million (the “NYIAX Convertible Note”).

The NYIAX Convertible Note is due on the first anniversary of the closing (the “NYIAX Maturity Date”).

NYIAX agreed to pay interest to the Company on the aggregate unconverted and then outstanding principal amount of the NYIAX Convertible Note at the rate of four percent ( 4 %) per annum, accruing from the closing.

The NYIAX Convertible Note may be prepaid in full at NYIAX’s election.

The NYIAX Convertible Note will automatically convert at the earlier of (i) the NYIAX Maturity Date, and (ii) the first underwritten public offering of NYIAX pursuant to an effective registration statement under the Securities Act, covering the offer and sale by NYIAX of its equity securities, as a result of or following which NYIAX shall be a reporting issuer under the Exchange Act, and NYIAX’s common stock is listed on the Trading Market (as defined in the NYIAX Convertible Note), at a conversion price of $ 2.00 per share.

The Company entered into an Extinguishment Agreement with NYIAX in September 2025 to convert the NYIAX Convertible Note to 1,250,000 shares of NYIAX in full repayment of the note.

The License Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain agreements.

Software Development Agreement

In connection with the Exchange, on March 16, 2025, the Company entered into a software development agreement (the “Software Development Agreement”) with NYIAX, pursuant to which NYIAX has engaged the Company to develop certain software and provide certain additional professional services as the parties will agree under one or more statements of work.

The Software Development Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain agreements.

Commitments and Contingencies, continued

Lock-up Agreements

On April 9, 2025, the Company and NYIAX entered into the Lock-Up Agreements (defined below).

In connection with the Exchange Agreement, the Company agreed to enter into a lock-up agreement in respect of the NYIAX Shares, pursuant to which the NYIAX Shares shall be subject to lock-up restrictions for four ( 4 ) years from the issuance (the “Datavault Lock-Up Agreement).

Concurrently, NYIAX agreed to enter into (i) a lock-up agreement in respect of the Additional Shares to be issued by the Company to NYIAX pursuant to the Exchange Agreement, pursuant to which the Additional Shares shall be subject to lock-up restrictions for two ( 2 ) years from the issuance (the “Additional Lock-Up Agreement”), (ii) a lock-up agreement in respect of the consideration shares (the “Consideration Shares”) to be issued by the Company to NYIAX pursuant to that certain White Label, Co-Marketing and Intellectual Property Cross-License Agreement, by and between the Company and NYIAX, dated as of March 16, 2025, pursuant to which the Consideration Shares shall be subject to lock-up restrictions for one ( 1 ) year from the issuance (the “Consideration Lock-Up Agreement”), and (iii) a lock-up agreement in respect of the Closing Shares to be issued by the Company to NYIAX pursuant to the Exchange Agreement, pursuant to which the Closing Shares shall be subject to lock-up restrictions for one ( 1 ) year from the issuance (the “Closing Lock-Up Agreement”, and together with the Datavault Lock-Up Agreement, the Additional Lock-Up Agreement, and the Consideration Lock-Up Agreement, the “Lock-Up Agreements”).

The Company accounted for the NYIAX transactions as a collaborative arrangement and allocated fair values of exchanged assets on their relative fair value.

The common stock consideration of aggregate of 7,530,000 shares, including the 2,000,000 contingently issuance shares which are considered probable to be issued, was measured at the closing date of April 9, 2025 for an aggregate fair value of $ 4.9 million and is recorded to additional paid-in capital on the consolidated balance sheet.

The NYIAX common shares received in the aggregate of 2,150,000 were valued at $ 4.3 million and are recorded as an investment at fair value under the measurement alternative of ASC 321 at the close date fair value of $ 2 per share on the condensed consolidated balance sheet.

The fair value method was determined due to the Company not having significant influence over NYIAX.

Intellectual property licenses received from NYIAX represents the net amount of the shares exchanged and is expensed to research and development of $ 0.6 million on the condensed consolidated statement of operations.

The Company’s intellectual property license granted to NYIAX represents functional intellectual property accounted for under ASC 606 with point-in-time revenue recognition.

Initial value allocated of $ 2.5 million is based on the fair value of the NYIAX Convertible Note.

However, as the collaborative arrangement includes consideration paid to the customer, NYIAX, for distinct goods and services for which the fair value was not reasonably estimable, the transaction price was reduced for any consideration paid in excess of goods or services with a readily determinable fair value, the NYIAX Investment.

Accordingly, the transaction price was reduced to zero as the excess fair value of the consideration paid to the customer was in excess of $ 2.5 million.

The contingently issuance shares are accounted for under ASC 718, Share-based payments as an equity-classified share-based payment to a customer.

Due to the probable achievement of the performance condition on the grant date, the shares are initially recorded at the grant date fair value of $ 1.3 million with no subsequent remeasurement.

IBM Purchase Commitment for Programs

On July 7, 2025, the Company entered into a purchase commitment for programs (the “IBM Purchase Commitment”) with International Business Machines Corporation (“IBM”), to purchase certain subscriptions from IBM program offerings (the “Programs”).

IBM agreed to license the Programs to the Company for two payments of $ 18.9 million on June 30, 2025 and $ 4.8 million on September 30, 2025, respectively (the “Program Payments”).

According to an Embedded Solution Agreement (the “Base Agreement”), of which the Purchase Commitment and the Cloud Services Agreement (as defined below) form a part, the Program Payments become due once an invoice is sent from IBM to the Company and are due within 30 days of receipt of the invoice.

On September 23, 2025, the Company entered into an amendment to the IBM Purchase Commitment (the “Amendment 1”) to amend the payment schedule to be as follows:

$ 2.5 million to be paid at the time of the agreement, $ 3.3 million on December 23, 2025 and eight payments of $ 2.2 million each quarter after that to end with the final payment on December 23, 2027.

The Company having paid $ 2.5 million on August 8, 2025, the total payments are $ 25.9 million.

Commitments and Contingencies, continued

Under the IBM Purchase Commitment, the Company must send a report to IBM every 90 days summarizing the use of each Program.

The Company may license the Programs to end-users, subject to certain limitations, restrictions, and requirements.

The Company must use its own intellectual property to add value to the Programs and describe this value to IBM as well as bundle it within the Programs when licensing to end-users.

The IBM Purchase Commitment includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including in the Base Agreement.

Payments under the IBM Purchase Commitment are capitalized to prepaid software and are amortized on a straight-line basis over the contractual term, which ends on June 29, 2028, with amortization recorded to research and development expense in the same manner as the related hosting fees.

As of December 31, 2025, the Company had approximately $ 17.6 million of remaining purchase commitments payable under the agreement.

Cloud Services Subscription Agreement

On July 7, 2025, the Company entered into a cloud services subscription agreement (the “Cloud Services Agreement”) with IBM, pursuant to which the Company has agreed to purchase certain subscriptions to IBM cloud services (the “Cloud Services”).

The Company has selected their Cloud Services, with the minimum value of the Cloud Services actually purchased within each annual period being (i) $ 0.1 million in the first year, (ii) $ 2.1 million in the second year, and (iii) $ 4.1 million in the third year.

If the Cloud Services purchased in an annual period exceed the minimum, that surplus amount can be removed from the required minimum for the following year.

If the Cloud Services purchased in an annual period are below the minimum, the Company must place an order covering the additional amount within seven days of the end of the applicable annual period.

If the Company does not place that additional order, IBM may invoice the Company and require the Company to pay that additional amount to reach the minimum for the applicable annual period.

Pursuant to the Cloud Services Agreement, the Company must use its own intellectual property to add value to the Cloud Services for end-users of the Cloud Services.

The Cloud Services Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including in the Base Agreement.

The Company is recording the expense as subscription licenses expense in the research and development line item on the consolidated statement of operations.

SanQtum AI Enterprise Unit Agreement

On November 30, 2025, the Company entered into a three-year subscription agreement with IBM for the SanQtum AI Enterprise Unit Installation (the “SanQtum Agreement”).

The agreement has a contractual term beginning November 30, 2025 and ending November 29, 2028.

Pursuant to the SanQtum Agreement, the Company committed to purchase a minimum contract value of $ 10.0 million over the three-year term.

In connection with the agreement, the Company made an initial payment of $ 10.0 million upon execution.

If the Company does not place purchase orders sufficient to meet the committed contract value during the term, IBM may invoice the Company for the remaining balance of the commitment.

The Company accounts for the arrangement as a prepaid software and amortizes the related expense on a straight line basis within research and development expense over the contractual term.

As of December 31, 2025, the unamortized portion of the initial payment is recorded as prepaid software on the consolidated balance sheet.

Related Parties

Nathaniel Bradley and EOS Holdings

Nathaniel Bradley, the Chief Executive Officer (“CEO”) of the Company, is a control person of EOS Holdings which became a related party of the Company at the close of the DV Asset Acquisition on December 31, 2024.

Nathaniel Bradley, the Company’s Chief Executive Officer (“CEO”), is a control person of EOS Holdings which became a related party of the Company upon the consummation of the DV Asset Acquisition on December 31, 2024.

In addition, Sonia Choi, the Company’s Chief Marketing Officer is the spouse of the Company’s CEO and holds the position of Chief Marketing Officer of EOS Holdings, a related party of the Company.

EOS Holdings received 3,999,911 shares of common stock of the Company at the close of the transaction.

As described in Note 5 Borrowings, the Company owes $ 10 million DV Convertible Note to EOS Holdings, and EOS Holdings owes $ 431,000 in notes receivable to the Company, as of December 31, 2024.

The Company has recorded $ 7,000 in interest income on the notes receivable for the year ended December 31, 2024.

In addition to the DV Convertible Note and the Data Vault Note Balance, on January 16, 2025, the Company entered into a Transition Services Agreement (“Transition Services Agreement”) to receive from EOS Holdings, employees to provide transition services in connection with the Acquired Assets for a period of up to three months.

For the period from January 16, 2025 through March 27, 2025, the Company has paid $ 428,000 to EOS Holdings.

EOS Holdings received 40,000,000 share of common stock in the DV Asset Acquisition, of which, all but 3,999,911 shares of common stock of the Company were immediately distributed to various EOS Holdings shareholders at the close of the transaction.

As described in Note 5 Borrowings, the Company owed $ 3.9 million and $ 10 million DV Convertible Note to EOS Holdings, and EOS Holdings owes $ 0 and $ 0.4 million in notes receivable to the Company, as of December 31, 2025 and 2024, respectively.

In the third quarter of 2025, EOS Holdings exercised its conversion right under the DV Convertible Note, converting approximately $ 3.2 million of the principal balance into shares of the Company’s common stock.

Company has recorded $ 5,000 in interest income on the notes receivable for the year ended December 31, 2025.

In addition to the DV Convertible Note and the EOS Holdings Note Balance, on January 16, 2025, the Company entered into a Transition Services Agreement (“Transition Services Agreement”) to receive from EOS Holdings, employees to provide transition services in connection with the Acquired Assets for a period of up to three months.

For the year ended December 31, 2025, the Company has paid $ 0.8 million to EOS Holdings and has a balance due to EOS Holdings as of December 31, 2025 of $ 0.3 million.

No fees were paid to EOS Holdings during the year ended December 31, 2024 in connection with the Transition Services Agreement.

Pursuant to the asset acquisition agreement with EOS Holdings, the Company is obligated to pay an earnout equal to 3 % of Net Revenue (as defined in the agreement) generated from products and/or services utilizing the acquired Patent Rights.

For the year ended December 31, 2025, the Company recognized approximately $ 30 million of revenue subject to the earnout provision and recorded approximately $ 0.8 million of earnout expense.

As of December 31, 2025, the Company had accrued approximately $ 0.8 million in earnout payable to EOS Holdings which is included in the accrued liabilities section of the balance sheet.

This transaction is expected to be settled with the issuance of stock.

No payments or stock issuances were made during the year ended December 31, 2025.

Helge Kristensen

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Ltd, a company with focus on service-branding in lifestyle products as well as pro line products based in China and co-founder and director of Inizio Capital, an investment company based in the Cayman Islands.

For the years ended December 31, 2024 and 2023, Hansong Technology purchased modules from the Company of approximately $ 58,000 and $ 88,000 , respectively, and made payments to the Company of approximately $ 38,000 and $ 254,000 respectively.

At December 31, 2024 and 2023, Hansong Technology sold speaker products to the Company of approximately $ 28,000 and $ 128,000 , respectively, and the Company made payments to Hansong Technology of approximately $ 235,000 and $ 1,223,000 , respectively.

For the years ended December 31, 2025 and 2024, Hansong Technology purchased modules from the Company of approximately $ 205,000 and $ 58,000 , respectively, and made payments to the Company of approximately $ 0.2 million and $ 38,000 respectively.

At December 31, 2025 and 2024, Hansong Technology sold speaker products to the Company of approximately $ 10,000 and $ 28,000 , respectively, and the Company made payments to Hansong Technology of approximately $ 53,000 and $ 0.2 million, respectively.

At December 31, 2025 and 2024, the Company owed Hansong Technology approximately $ 0 and $ 43,000 , respectively.

At December 31, 2025 and 2024, Hansong Technology owed the Company approximately $ 0 and $ 24,000 , respectively.

Related Parties, continued

As of December 31, 2025 and December 31, 2024, Mr.

Kristensen owned less than 1.0 % of the outstanding shares of the Common Stock.

Howitt has served as a member of the Company’s board of directors since December 2021.

Howitt is founder and CEO of Meriwether Group LLC, (“Meriwether”), a strategic consulting firm that works with disruptive consumer brands by integrating their visions, developing growth strategies, scaling their brands, and increasing revenue in order to build enterprise value.

Meriwether is the manager of Meriwether Accelerators LLC (“Meriwether Accelerators”).

Meriwether which is also majority-owned by Mr.

Howitt, owns a 25 % general partner interest in Meriwether Group Capital Hero Fund LP (“Meriwether Hero Fund”).

The Company was a party to a professional services agreement with Meriwether Accelerators, dated as of January 15, 2022, pursuant to which, the Company has agreed to pay Meriwether Accelerators (i) $ 7,500 per month for a period of six months;

and (ii) issue 100 shares of common stock for each partnership brought to fruition as a result of Meriwether Accelerators’ services and introduction, for up to 400 shares of common stock, which shares will have piggyback registration rights, in consideration for certain licensing services and strategic partnership collaborations to be provided by Meriwether Accelerators as set forth in such agreement.

For the year ended December 31, 2022, the Company paid Meriwether Accelerators $ 45,000 .

The services agreement expired in 2022 and the Company did not issue any shares of common stock to Meriwether Accelerators under this agreement.

On September 8, 2023, the Company entered into a Loan and Security Agreement with Meriwether Hero Fund.

Pursuant to the Loan and Security Agreement, Meriwether Hero Fund provided the Company with a term loan in the principal amount of $ 650,000 that was scheduled to mature on November 7, 2023, subject to further extension.

The Company repaid the loan in full on December 7, 2023.

See Note 5 Short-Term Loan for additional information.

As of December 31, 2024 and December 31, 2023, Mr.

Howitt owned less than 1.0 % of the outstanding shares of the Company’s common stock.

Relationship with Scilex Holding Company and Vivasor, Inc.

Scilex Holding Company beneficially owned approximately 43 % of the Company’s outstanding common stock as of December 31, 2025.

Vivasor, Inc.

(“Vivasor”) shares common executive leadership with Scilex and is partially owned by Scilex.

Management has determined that Vivasor is a related party under ASC 850 due to common management and ownership relationships.

Related Parties, continued

Scilex Equity Investment

On September 25, 2025, the Company entered into a Securities Purchase Agreement with Scilex Holding Company, (“Scilex”), pursuant to which Scilex acquired an aggregate of 278,914,094 shares of the Company’s common stock for an aggregate purchase price of $ 150,000,000 in the native currency of the BTC blockchain, which was valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m.

(New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025.

For so long as Scilex beneficially owns (i) an aggregate of at least 10 % of the issued and outstanding shares of common stock, Scilex may (but is not required to) designate two directors to the Board, and (ii) at least 5 % but no more than 10 % of the issued and outstanding shares of common stock, Scilex may designate one director to the Board.

As of December 31, 2025, Scilex beneficially owned approximately 43 % of the Company’s outstanding common stock as of December 31, 2025.

Scilex License Agreement

In November 2025, the Company entered into an exclusive license agreement with Scilex (the “Scilex License Agreement”), pursuant to which the Company granted to Scilex a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other IP rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including biotechnology, biopharmaceutical, genetic, diagnostic, and data-related industries, and any markets relating to the generation, use, storage, analysis, tokenization, and exchange of DNA, genetic, diagnostic, and therapeutic data or materials – in consideration for a one-time cash payment in the amount of $ 10.0 million, payable in four equal quarterly instalments, a 5 % royalty on net sales of products that incorporate or make use of the licensed IP (“Scilex Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Scilex Product Net Sales milestones, in an aggregate amount up to $ 2.55 billion.

During the year ended December 31, 2025, the Company recognized $ 10.0 million of revenue related to this agreement.

As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Scilex totaled $ 10.0 million.

The Scilex License Agreement expires upon the expiry of the patents underlying the licensed IP, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free.

The Scilex License Agreement is subject to earlier termination if, among other things:

(i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Scilex License Agreement, (iii) Scilex fails to make any required payment to the Company that is not cured within 15 days , or (iv) Scilex does not achieve and maintain annual royalty payments to the Company of a minimum of $ 1,000,000 after 24 months following the date of the Scilex License Agreement.

Advances from Scilex

During November and December 2025, Scilex advanced an aggregate of approximately $ 21.8 million to the Company pursuant to short-term financing arrangements bearing interest at 15.42 %.

During 2025, the Company repaid approximately $ 21.7 million of principal through transfers of Bitcoin and paid $ 49,000 of interest.

As of December 31, 2025, $ 0.1 million of principal remained outstanding.

No interest was accrued at year end.

Relationship with Vivasor

Common Management Team

Henry Ji, Ph.

D., the Chairperson, Chief Executive Officer, and President of Scilex as well as the President, Chief Executive Officer, Chief Financial Officer, and Secretary of Vivasor and Stephen Ma, the Chief Financial Officer of Scilex and director of Scilex, are both executives at Vivasor, which is a subsidiary of an entity controlled by Henry Ji, Ph.

and his affiliates.

Scilex is also a stockholder in Vivasor.

Accordingly, Vivasor is a related party under ASC 850 due to common management and ownership relationships.

Related Parties, continued

Vivasor License Agreement

On December 20, 2025, the Company entered into an exclusive license agreement with Vivasor (the “Vivasor License Agreement”), pursuant to which the Company granted to Vivasor a worldwide, exclusive, non-transferable license, with the right to sublicense, to certain patents and other IP rights of the Company – including a suite of patents related to the Company’s data platforms and any products created therefrom within certain targeted industries including medical imaging and scanning – in consideration for a one-time cash payment in the amount of $ 20.0 million, payable within 120 days following invoicing, a 5 % royalty on net sales of products that incorporate or make use of the licensed intellectual property (“Vivasor Product Net Sales”) and multiple one-time sales milestone payments, triggered upon the achievement of certain Vivasor Product Net Sales milestones, in an aggregate amount up to $ 2.55 billion.

During the year ended December 31, 2025, the Company recognized $ 20.0 million of revenue related to this agreement.

As of December 31, 2025, no royalty revenue had been recognized and accounts receivable from Vivasor totaled $ 20.0 million.

The Vivasor License Agreement expires upon the expiry of the patents underlying the licensed IP, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free.

The Vivasor License Agreement is subject to earlier termination if, among other things:

Nasdaq Compliance

Segment Information

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therefore, the total asset disclosure by segment has not been included.

The following table reflects results of operations of the Company’s reportable segment (in thousands):

Segment Information, continued

The following table reflects consolidated results of operations of the Company’s reportable segment (in thousands):

For the year ended

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Subsequent Events

CSI Purchase Agreement Deposit

Pursuant to the CSI Purchase Agreement, on January 2, 2025, the Company paid a break-up fee to CSI of $ 1,000,000 by depositing the payment with the designated escrow agent.

The payment is being made in contemplation of the CSI Asset Acquisition.

Nathaniel Bradley Inducement

The Company granted Mr.

Bradley, effective January 2, 2025, an inducement award agreement (the “Inducement Award Agreement”), pursuant to which Mr.

Bradley was granted 1,200,000 units of restricted stock of the Company (the “Units”) as an inducement material to Mr.

Bradley’s entering into employment with the Company.

The Units were approved by the Board and granted outside of the Company’s 2020 Stock Incentive Plan and 2018 Long-Term Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The Inducement Award Agreement contemplates half of the Units vesting in equal 3 -month installments over a 36 -month period beginning March 20, 2025, and the other half of the Units vesting upon the Company’s aggregate revenue equaling or exceeding $ 40 million over any trailing 12 calendar month period ending on or prior to the date that is 5 years from the grant date.

Registered Direct Transaction

On February 14, 2025 the Company closed an offering (the “February 2025 Offering”) pursuant to the securities purchase agreement (the “February 2025 Purchase Agreement”) with the investors (the “February 2025 Investors”).

In the February 2025 Offering, the Company issued and sold to the February 2025 Investors in a registered direct offering, (a) an aggregate of 4,757,126 shares of common stock, par value $ 0.0001 per share of the Company, and (b) common stock purchase warrants (the “February 2025 Warrants”, and together with the Shares, the “February 2025 Securities”) exercisable for an aggregate of up to 4,757,126 shares of common stock, at an exercise price of $ 1.14 per share (the “February 2025 Warrant Shares”) at a combined offering price of $ 1.14 per share and accompanying February 2025 Warrant, for aggregate gross proceeds of approximately $ 5.4 million.

As a result of the February 2025 Offering, the Company paid $ 407,000 of the proceeds to pay down the DV Convertible Note.

The February 2025 Warrants are immediately exercisable upon issuance and will expire on the fifth anniversary of the issuance date of the warrants.

The February 2025 Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the February 2025 Warrants.

The Securities issued in the registered direct offering and the February 2025 Warrant Shares issuable upon exercise of the February 2025 Warrants are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-267211) (the “Shelf Registration Statement”), initially filed by the Company with the SEC on September 1, 2022 and declared effective on September 13, 2022.

Obligations Under the Purchase Agreement

Under the February 2025 Purchase Agreement, the Company agreed, subject to certain exceptions, (i) not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of its shares of common stock or securities convertible into common stock until 30 days after the closing date of the February 2025 Offering, and (ii) not issue certain securities if the issuance would constitute a variable rate transaction for a period of 4 months from the closing date of the February 2025 Offering, in each case unless the Company is required to complete a financing prior to the applicable date in order to satisfy Nasdaq’s continued listing requirements.

Placement Agency Agreement

In connection with the February 2025 Offering, on February 13, 2025, the Company entered into a placement agency agreement (the “February 2025 Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the February 2025 Offering.

Pursuant to the February 2025 Placement Agency Agreement, the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 % of the gross proceeds raised in the February 2025 Offering and reimburse the Placement Agent an amount up to $ 75,000 for expenses in connection with the February 2025 Offering.

The Company also issued the Placement Agent a private warrant (the “Placement Agent Warrant”) to purchase up to 5.0 % of the aggregate number of Securities sold in the February 2025 Offering, or warrants to purchase up to 475,713 shares of common stock (such shares, the “Placement Agent Warrant Shares”), at an exercise price equal to 125.0 % of the offering price per share of common stock and accompanying

Warrant, or $ 1.425 per share.

The Placement Agent Warrants will be exercisable 6 months after the commencement of sales in the February 2025 Offering and will expire on the five year anniversary of the initial exercise date.

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

Dream Bowl Meme Coin II Digital Collectible Dividend

On December 29, 2025, the board of directors of Datavault AI Inc.

(the “Company”) declared a conditional dividend of Dream Bowl Meme Coin II digital collectibles (the “Meme Coins”) to eligible holders of the Company’s common stock and certain other equity securities.

The Meme Coins were payable to holders of record as of January 7, 2026 and were distributed beginning on February 27, 2026.

The distribution was made on the basis of one Meme Coin for every sixty shares of common stock held, or, with respect to eligible equity securities other than common stock, for every sixty shares of common stock underlying such securities, in each case held as of the record date, with fractional entitlements rounded down.

Holders with fewer than sixty shares of common stock or common stock equivalents were not be entitled to receive any Meme Coins.

The Meme Coins are digital collectibles intended solely for personal, non-commercial use in connection with the Dream Bowl XIV event and do not represent or confer any equity, voting, dividend, profit-sharing, or ownership rights in the Company or any other entity, nor do they provide any right to receive cash or other monetary consideration.

The Meme Coins are not designed or intended to function as an investment, currency, or financial product.

No amounts related to the Meme Coin dividend were recognized in the accompanying consolidated financial statements, as the declaration and related conditions occurred subsequent to December 31, 2025.

Subsequent Events, continued

February 26, 2025 RSA Grant to Employees, Directors and Officers

On February 26, 2025, the Company granted 6,145,000 RSA awards from the 2018 Plan to employees, directors and officers of the Company with a grant date fair value of $ 1.04 per share.

The award includes 2,155,000 performance-based grants to certain executives which will vest upon the achievement of revenue milestones with the remaining awards containing service-based vesting requirements and are earned in equal increments over the subsequent twelve quarters.

Share Exchange Agreement

On March 16, 2025, the Company, entered into a share exchange agreement (the “Share Exchange”) with NYIAX, Inc., a Delaware corporation (“NYIAX”), pursuant to which NYIAX shall exchange 900,000 shares of NYIAX’s common stock, par value $ 0.0001 per share, for aggregate consideration of up to 5,000,000 shares of common stock of the Company, par value $ 0.0001 per share.

The Share Exchange, as full consideration for the sale, assignment, transfer and delivery of the shares by NYIAX to the Company, the Company issued to NYIAX (i) 3,000,000 newly issued, fully paid and nonassessable shares of the Company’s common stock (the “Closing Shares”), and (ii) 2,000,000 newly issued, fully paid and nonassessable shares of the Company’s common stock (the “Additional Shares”).

The Closing Shares are issued in four equal quarterly tranches starting from the closing.

The Additional Shares shall be issued only upon completion of a complete advertising cycle for a third party clientele, and upon the parties’ mutual written agreement that the Adio Platform has been integrated into the NYIAX Platform upon completion of the advertising cycle.

The Additional Shares shall be issued within thirty ( 30 ) days from the completion of the integration.

The Share Exchange includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain agreements.

Intellectual Property Cross-License Agreement

In connection with the Share Exchange, on March 16, 2025, the Company, entered into a white label, co-marketing and intellectual property cross-license agreement (the “License Agreement”) with NYIAX, pursuant to which the Company received a non-exclusive license under certain of NYIAX’s jointly owned patent rights and know-how, and a non-exclusive license to white label NYIAX’s proprietary software-as-a-service advertising brokerage platform, all within the field of data, information and asset monetization and exchange.

In exchange, the Company granted to NYIAX a non-exclusive license under certain of the Company’s wholly owned patent rights, know-how and trademarks, including with respect to the Company’s Adio Platform, in the field of advertising buying, selling and brokerage.

Pursuant to the License Agreement, as consideration for the services provided by NYIAX pursuant to the License Agreement and the rights to access and use the NYIAX Platform granted to the Company, and upon the terms and subject to all of the conditions contained in the License Agreement, the Company shall issue to NYIAX 2,530,000 newly issued, fully paid and nonassessable shares (such shares, the “Consideration Shares”) of the Company’s common stock.

Pursuant to the License Agreement, in consideration of the rights granted to NYIAX under the License Agreement, NYIAX shall pay to the Company a license fee in the form of a convertible promissory note in the aggregate amount $ 2,500,000 (the “NYIAX Convertible Note”).

The NYIAX Convertible Note is due on the first anniversary of the closing.

The NYIAX Convertible Note may be prepaid in full at NYIAX’s election.

Warrant Dividend

On December 29, 2025, the Company’s board of directors also declared a conditional dividend of warrants to purchase shares of the Company’s common stock to eligible holders of the Company’s common stock and certain other equity securities.

The warrants were payable to holders of record as of January 7, 2026 and were distributed on February 27, 2026.

The distribution was made on the basis of one warrant for every sixty shares of common stock held, or, with respect to eligible equity securities other than common stock, for every sixty shares of common stock underlying such securities, in each case held as of the record date, with fractional entitlements rounded down.

Holders with fewer than sixty shares of common stock or common stock equivalents were not be entitled to receive any warrants.

Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 5.00 per share (subject to adjustment for recapitalizations, stock splits, stock dividends and similar types of transactions) and will expire on the first anniversary of the distribution date.

The exercise of each warrant is subject to certain conditions, including a requirement that the applicable beneficial owner possess a corresponding Meme Coin at the time of exercise.

Master Purchase Order Agreement - SanQtum

On January 4, 2026, the Company entered into a Master Purchase Order Agreement with AP Global Holdings LLC (d/b/a Available Infrastructure) pursuant to which the Company agreed to purchase SanQtum™ infrastructure and cybersecurity services under a services-based delivery model.

The agreement provides for an upfront payment of $ 250,000 and has an initial term of twelve months , subject to earlier termination in accordance with its terms.

Concurrent with execution of the agreement, the Company placed purchase orders to deploy the services across 100 cities within the contiguous United States.

Event Citadel Warehouse Lease

Subsequent to December 31, 2025, the Company entered into a new five-year lease agreement commencing January 1, 2026 for its warehouse facility.

The lease will be accounted for under ASC 842 beginning in 2026 and is expected to result in the recognition of a right-of-use asset and corresponding lease liability.

The Company does not expect the lease to materially impact liquidity.

Intangible Property Acquisition

On January 4, 2026, the Company entered into an agreement pursuant to which it agreed to issue 7,500,000 shares of its common stock in consideration for the assignment of certain intellectual property rights to the Company.

The shares are expected to be issued pursuant to an effective shelf registration statement on Form S-3 and a related prospectus supplement.

The issuance of shares will reduce the remaining capacity available under the Company’s equity distribution agreement with its sales agent.

In connection with this transaction, the Company filed a prospectus supplement on January 5, 2026, to register the issuance of such shares pursuant to its effective shelf registration statement.

On January 14, 2026, the Company amended the stock purchase agreement with a related party, Henry Ji, the CEO of Scilex, The amended agreement superseded the agreement dated January 4, 2026, under which no shares had been issued.

The transaction will be accounted for as an asset acquisition upon closing, with the intellectual property recorded at the fair value of the equity issued.

Because the agreement was executed subsequent to December 31, 2025, no amounts related to this transaction have been reflected in the accompanying consolidated financial statements.

API Media Acquisition

On January 22, 2026, the Company completed its acquisition of 100 % of the outstanding equity interests of API Media Innovations Inc.

(“API Media”), a New Jersey-based provider of audio and visual technologies serving the media, sports, and entertainment industries, for aggregate cash consideration of $ 14.0 million pursuant to a Stock Purchase Agreement dated October 28, 2025.

API Media provides multi-channel engagement solutions, digital media integration, and audience intelligence services to sports venues and enterprise clients.

The acquisition is intended to expand the Company’s digital media capabilities and enhance its data monetization platform.

Subsequent Events, continued

The NYIAX Convertible Note will automatically convert at the earlier of (i) the maturity date, and (ii) the first underwritten public offering of NYIAX pursuant to an effective registration statement under the Securities Act, covering the offer and sale by NYIAX of its equity securities, as a result of or following which NYIAX shall be a reporting issuer under the Securities Exchange Act of 1934, as amended, and NYIAX common stock is listed on the Trading Market (as defined in the Convertible Note), at a conversion price of $ 2.00 per share.

Software Development Agreement

In connection with the Share Exchange, on March 16, 2025, the Company, entered into a software development agreement (the “Software Development Agreement”) with NYIAX, pursuant to which NYIAX has engaged the Company to develop certain software and provide certain additional professional services as the parties will agree under one or more statements of work.

Second Amendment to the CSI Asset Purchase Agreement

As previously disclosed, on December 19, 2024, the Company entered into an asset purchase agreement, as amended by that certain amendment to the asset purchase agreement, dated as of December 30, 2024 (the “CSI Asset Purchase Agreement”), with CSI, pursuant to which the Company has agreed to purchase, assume and accept from CSI all of the rights, title and interests in, to and under the assets and interests used in the acquired business and products and services solely to the extent they utilize the transferred assets, including CSI’s customer contracts, trademarks, and other intellectual property.

On February 25, 2025, the Company and CSI entered into a second amendment to the CSI Asset Purchase Agreement (the “Second Amendment”).

Pursuant to the second amendment, the closing cash consideration was reduced to $ 5,000,000 and as consideration, the parties agreed to a payment at Closing of $ 5,000,000 payable in the form of the convertible note (the “CSI Initial Convertible Note”).

The Company will issue the CSI Initial Convertible Note in an aggregate principal amount of $ 5,000,000 , due on the second anniversary of the closing.

The Company agreed to pay interest to CSI on the aggregate unconverted and then outstanding principal amount of the CSI Initial Convertible Note at the rate of ten percent ( 10 %) per annum.

If the CSI Initial Convertible Note has not been satisfied in full within three ( 3 ) months after the closing date, then at CSI’s option, it shall be convertible to common stock of the Company, par value $ 0.0001 per share, in increments of $ 500,000 , at a price of $ 1.14 per share.

The Company shall also repay the principal amount and all accrued interest under the CSI Initial Convertible Note in full, without a penalty, within three ( 3 ) business days after the Company raises an additional amount of capital totaling at least $ 15,000,000 , after the Company shall have closed an initial offering or financings resulting in aggregate gross proceeds to the Company of at least $ 15,000,000 , from one or more investors and/or financial institutions, by no later than March 31, 2025.

The parties agreed that the Company will inform the stockholders of the Company of the receipt of the Stockholder Consent (as defined in the Asset Purchase Agreement) by preparing and filing with the U.S.

Securities and Exchange Commission (“SEC”), within two ( 2 ) business days after the Company files its Annual Report on Form 10-K, an information statement with respect thereto.

The parties further agreed that, at closing, the Company will deliver to CSI $ 500,000 as reimbursement of certain audit, review, reporting, legal, and other closing costs and expenses CSI has incurred and will incur associated with the closing.

Pursuant to the Second Amendment, the parties will instruct the escrow agent to release the Breakup Fee of $ 1,000,000 from the escrow account and pay it to CSI within three ( 3 ) business days from the execution of the Second Amendment.

Issuance of Senior 10 % Original Issue Discount Convertible Promissory Notes

The Company has entered into a securities purchase agreement (the “March 2025 Purchase Agreement”), dated March 31, 2025, with a certain investor (the “March 2025 Investors”), relating to the issuance of senior secured convertible notes in the aggregate principal amount of $ 16,666,665 (collectively, the “March 2025 Notes”).

On the initial closing date, the Company will issue a note in the principal amount of $ 5,555,555 (the “March 2025 Initial Note”) with the initial warrants for an aggregate subscription amount of $ 5,000,000 .

On or after the date that is 20 calendar days after the mailing by the Company of a Definitive Information Statement on Schedule 14(c) with respect to approval, by written consent of the stockholders of the Company, of the issuance of the shares of common stock issuable upon conversion of the March 2025 Notes, the Company will issue the March 2025 Investor an additional March 2025 Note in the principal amount of $ 11,111,110 and the additional warrants with an aggregate subscription amount of $ 10,000,000 .

In a concurrent private placement, the purchasers agreed to purchase from the Company common stock purchase warrants (“March 2025 Warrants”) to purchase up to 19,346,101 shares of common stock of the Company, par value $ 0.0001 per share, of which Warrants to purchase up to 6,448,700 shares of common stock will be issued in connection with the issuance of the March 2025 Initial Note (the “March 2025 Initial Warrants”) and Warrants to purchase up to 12,897,401 shares of common stock will be issued in connection with the issuance of the March 2025 Additional Notes (the “March 2025 Additional Warrants”).

In connection with the March 2025 Purchase Agreement, the Company entered into a Placement Agency Agreement with Maxim and agreedto pay 8 % of the proceeds received from the sale of the March 2025 Notes and warrants as fees.

The total fees to Maxim are estimated to be $ 1,200,000 .

The March 2025 Warrants will have an initial exercise price of $ 0.8615 per share.

The March 2025 Initial Warrants will be exercisable upon effectiveness of Stockholder Approval and expire five (5) years from the date of such effectiveness.

The March 2025 Additional Warrants will be issued in the Additional Closing, exercisable immediately upon issuance and expire five (5) years from the date of issuance.

The exercise price of the March 2025 Warrants is subject to (a) downward adjustment in the event the Company issues shares of common stock or common stock equivalents having an effective price lower than the then current exercise price of the March 2025 Warrants, subject to certain exceptions and (b) standard, proportional adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

The March 2025 Warrants contain 4.99 / 9.99 % beneficial ownership limitations.

The March 2025 Notes carry a 10 % original issue discount, and have a term of 18 months from the original issuance date.

No interest accrues during the term of the March 2025 Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12 % per annum or, if less, the highest amount permitted by law.

The Company’s obligations under these March 2025 Notes rank senior to all other existing indebtedness and equity of the Company.

Holders of the March 2025 Initial Notes can convert the March 2025 Initial Notes into shares of common stock any time after the date of effectiveness of stockholder approval and holders of the March 2025 Additional Notes can convert the March 2025 Additional Notes into shares of common stock any time after issuance.

Holders of any March 2025 Notes can convert such March 2025 Notes into shares of common stock by providing a conversion notice.

The March 2025 Notes are convertible at any time beginning on the date of Stockholder Approval at the option of the holders thereof, in whole or in part, into such number of shares of common stock at an initial conversion price equal to $ 1.00 per share (the “Conversion Price”).

Alternatively, the March 2025 Notes are convertible at a price (the “Alternate Conversion Price”) equal to the greater of (x) the Floor Price (as defined below) and (y) 90 % of the lowest volume weighted adjusted price of the shares of Common Stock (the “VWAP”) in the ten (10) trading days prior to the applicable conversion date (“Alternate Conversions”).

The conversion price cannot fall below the floor price, which is set at $ 0.1794 per share of Common Stock.

If the conversion price is lower than the floor price at the time a conversion notice is received, shares of common stock will be issued based on the floor price, and we will compensate the holder for any economic difference by adding such value back to the principal of the March 2025 Note.

The economic difference is determined as the product of (i) the VWAP on the day the holder delivers the applicable conversion notice numbers of and (ii) the difference obtained by subtracting (a) the number of shares of common stock or to be delivered to the holder pursuant to the exercise notice and (b) the quotient obtained by dividing (x) the applicable conversion amount, by (y) the applicable alternative conversion price.

Under the Notes, the Company is required to use up to 30 % of the proceeds from future financings to redeem the Notes in an amount equal to the aggregate principal amount of the Notes being redeemed from such proceeds multiplied by 105 %.

The holder of each March 2025 Note does not have the right to convert any portion of the March 2025 Note if, upon conversion, the holder and any other attribution parties would collectively beneficially own more than 4.99 % (the “Maximum Percentage”) of our outstanding shares of common stock immediately after giving effect to such conversion.

The holder may increase or decrease the Maximum Percentage to any amount not exceeding 9.99 % by providing us with written notice.

However, (i) any increase in the Maximum Percentage will not take effect until the 61 st day after such notice is delivered to the Company, and (ii) any adjustment to the Maximum Percentage will apply only to the holder and the other attribution parties.

In connection with the March 2025 Purchase Agreement, the Company entered into the Subsidiary Guarantee in which the Company jointly, and severally, unconditionally and irrevocably, guarantee all obligations under the March 2025 Notes.

The acquisition will be accounted for as a business combination under ASC 805, Business Combinations.

The Company is currently evaluating the preliminary purchase price allocation, including the identification and valuation of acquired intangible assets and assumed liabilities.

Accordingly, the allocation of the purchase price is not yet complete.

Because the acquisition was completed subsequent to December 31, 2025, the accompanying consolidated financial statements do not include the financial position or results of operations of API Media.

As of March 17, 2026, the Company has sold 32.5 million shares of common stock under the Maxim ATM for aggregate proceeds of $ 28.7 million.

Maxim assesses fees to the Company of 3 % of proceeds and nets with gross proceeds provided to the Company.

DV Convertible Note

Subsequent to December 31, 2025, in January 2026, the Company fully repaid the outstanding balance of the DV Convertible Note owed to EOS Holdings, a related party.

The repayment satisfied the remaining principal and any accrued interest outstanding under the note as of the repayment date.

Following the payoff, the DV Convertible Note was extinguished and no further amounts remain outstanding under the agreement.

NYIAX Agreement and Plan of Merger

On March 18, 2026, the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and NYIAX entered into an Agreement and Plan of Merger (the “NYIAX Merger Agreement”), dated March 18, 2026.

Pursuant to the provisions of the NYIAX Merger Agreement, on the closing date (the “Closing Date”), (i) Merger Sub will merge with and into NYIAX (the “Merger”), the separate corporate existence of Merger Sub will cease and NYIAX will continue as the surviving company and a wholly owned subsidiary of the Company, and (ii) the Company will pay to NYIAX equity holders aggregate consideration (“Merger Consideration”) of 78,947,368 shares of the Company’s common stock.

The Company estimates the Merger Consideration to be $ 61.6 million based on an aggregate fair value using the closing stock price on March 17, 2026 of $ 0.78 per share.

Pursuant to the terms of the NYIAX Merger Agreement, 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 will be converted into the right to receive (i) a number of shares of common stock equal to the Exchange Ratio (as defined in ther Merger Agreement), or (ii) each share of NYIAX Common Stock held immediately prior to the Effective Time by a Merger Partner Stockholder that is an Unaccredited Investor (as defined in the Merger Agreement) will be converted into the right to receive the unaccredited investor cash consideration, which will be the higher of (i) price per share equal to the VWAP (as defined in the NYIAX Merger Agreement) of the common stock for the five (5) consecutive trading days ending on the trading day immediately preceding the date of the NYIAX Merger Agreement, or (ii) price per share equal to the VWAP of the common stock for the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date.

Pursuant to the NYIAX Merger Agreement, if the Company effects or announces an intent to effect a reverse stock split of the common stock at any time within one hundred twenty (120) days following the date of the NYIAX Merger Agreement, then the Company will issue to the Merger Partner Stockholders, on a pro rata basis in accordance with their respective entitlements to the Merger Consideration, an aggregate of 10,000,000 duly authorized, validly issued, fully paid and nonassessable additional shares of common stock.

Pursuant to the terms of the NYIAX Merger Agreement, the Company has also agreed to appoint two new members to the board of directors of the board of directors of the Company, nominated by NYIAX and subject to such nominees being acceptable to the Company, effective as of the Closing Date.

The NYIAX Merger Agreement contains representations and warranties from both the Company and Merger Sub, on the one hand, and NYIAX, on the other hand, customary for a transaction of this nature.

The NYIAX Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of NYIAX and the Company between the date of the NYIAX Merger Agreement and Effective Time.

The completion of the Merger will also be subject to

closing conditions, customary for a transaction of this nature.

NYIAX will be subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to, and continue or participate in discussions and engage in negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances and subject to other terms and conditions in the NYIAX Merger Agreement, to provide information to, and continue or participate in discussions and engage in negotiations with, third parties with respect to an alternative acquisition proposal if the board of directors of NYIAX (the “NYIAX Board”) (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that such alternative acquisition proposal either constitutes a superior proposal or is reasonably likely to lead to a superior proposal, and the NYIAX Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such actions could reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law.

Pursuant to the NYIAX Merger Agreement if, at any time during the period beginning on the Closing Date and ending on the date that is twelve (12) months following the Closing Date, the surviving corporation (as defined in the NYIAX Merger Agreement), or the Company, executed and announced a definitive commercial, strategic, joint venture, licensing, partnership, or other bona fide revenue generating or value enhancing agreement with a trading market (a “Trading Market Transaction”), approved by the the board of directors of the Company, then the Company shall issue to the Merger Partner Stockholders, on a pro rata basis in accordance with their respective ownership immediately prior to the Effective Time, an aggregate of 13,000,000 duly authorized, validly issued, fully paid and nonassessable restricted shares of common stock (the “Earn-Out Shares”).

In lieu thereof, each unaccredited investor shall be entitled to receive, with respect to each share of NYIAX Common Stock held immediately prior to the Effective Time, a cash payment equal to the higher of (i) price per share equal to the VWAP of the common stock for the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date, or (ii) price per share equal to the VWAP of the common stock for the five (5) consecutive trading days ending on the trading day immediately preceding the execution and announcement of Trading Market Transaction, without interest and subject to applicable tax withholding.

From the closing, NYIAX and for a period of twelve (12) months thereafter has agreed to a special indemnity, pursuant to which NYIAX will indemnify, defend and hold harmless the Company, the surviving corporation from and against any and all losses (as defined in the NYIAX Merger Agreement) arising out of, relating to, or resulting from certain specific, enumerated claims, actions, suits, proceedings, investigations or demands against NYIAX set forth in the NYIAX Merger Agreement, including any continuation, amendment, extension or escalation thereof.

Any and all losses for which indemnification is required under the NYIAX Merger Agreement will be satisfied solely by a reduction in the number of Trading Market Transaction earn-out shares otherwise issuable to the Merger Partner Stockholders pursuant to NYIAX Merger Agreement.

In no event shall the aggregate number of Trading Market Transaction earn-out shares subject to reduction pursuant to the NYIAX Merger Agreement exceed 5,000,000 shares of common stock.

Pursuant to the Merger Agreement, the Company has agreed to file with the Securities and Exchange Commission 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 Merger Agreement.

The Earn-Out Shares will have similar registration rights upon issuance of such shares.

The NYIAX Merger Agreement contains customary termination rights for both the Company and Merger Sub, on the one hand, and NYIAX, on the other hand, including, among others, for failure to consummate the Merger within 90 days from the signing of the NYIAX Merger Agreement.

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.

What changed 10-K

Item 9A. Controls and Procedures