Datavault AI Inc. 10-Q

Item 5. Other Information N o n e . ​ 55 Table of Contents Item 6. Exhibits Exhibit Number Description ​ ​ ​ 2.1 ​ Third Amendment to Asset Purchase Agreement, by and among the Company 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). 2.2 ​ Fourth Amendment to Asset Purchase Agreement, by and among the Company 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). 3.1 ​ Certificate of Amendment to the Company’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). 3.2 ​ Certificate of Amendment to the Company’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). 4.1 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2024). 4.2 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024). 4.3 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024). 4.4 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024). 4.5 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2024). 4.6 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 4.7 ​ Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 4.8 ​ Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025). 4.9 ​ Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025). 4.10 ​ Form of Initial Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025). 4.11 ​ Form of First Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025). 4.12 ​ Form of Second Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2025). 4.13 ​ Form of Senior Secured Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 10.1 ​ Placement Agency Agreement, dated as of April 17, 2024, by and between the Company 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). 10.2 ​ Form of Securities Purchase Agreement, by and among 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). 10.3 ​ Placement Agency Agreement, dated as of April 19, 2024, by and between the Company 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). 10.4 ​ Form of Securities Purchase Agreement, by and among 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). 10.5 ​ Placement Agency Agreement, dated as of April 26, 2024, by and between the Company 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). 10.6 ​ Form of Securities Purchase Agreement, by and among 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). 56 Table of Contents 10.7 ​ Placement Agency Agreement, dated as of May 13, 2024, by and between the Company 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). 10.8 ​ Form of Securities Purchase Agreement, by and among 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). 10.9 ​ Placement Agency Agreement, dated as of May 15, 2024, by and between the Company 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). 10.10 ​ Form of Securities Purchase Agreement, by and among 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). 10.11 ​ Form of Securities Purchase Agreement, by and among the Company and certain purchasers, dated March 31, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 10.12 ​ Placement Agency Agreement, dated as of March 31, 2025, by and between the Company 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). 10.13 ​ Form of Security Agreement, by and among the Company and certain note holders, dated March 31, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 10.14 ​ Form of Subsidiary Guarantee, by and among the Company and certain note holders, dated March 31, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2025). 10.15 ​ Datavault Lock-Up Agreement, dated April 9, 2025, by and between the Company and NYIAX, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025). 10.16 ​ Additional Lock-Up Agreement, dated April 9, 2025, by and between the Company and NYIAX, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025). 10.17 ​ Consideration Lock-Up Agreement, dated April 9, 2025, by and between the Company and NYIAX, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025). 10.18 ​ Closing Lock-Up Agreement, dated April 9, 2025, by and between the Company and NYIAX, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025). 10.19 ​ Purchase Commitment for Programs, effective as of June 30, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2025). 10.20 ​ Cloud Services Subscription Transaction Document, effective as of June 30, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2025). 10.21 ​ Stock Purchase Agreement, by and among the Company and the Sellers, dated July 13, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2025). 10.22 ​ Equity Distribution Agreement, dated July 21, 2025, 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 July 22, 2025). 10.23 ​ Form of Waiver Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2025). 10.24 ​ Subscription Agreement, dated as of July 25, 2025, by and between the Company and the Subscriber thereto. 10.25 ​ Web Access IP Purchase Agreement, dated as of July 30, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025). 10.26 ​ Registration Rights Agreement, dated as of July 30, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025). 10.27 ​ Form of Securities Purchase Agreement, by and among the Company and certain purchasers, dated August 4, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.28 ​ Placement Agency Agreement, dated as of August 4, 2025, by and between the Company 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 August 4, 2025). 10.29 ​ Form of Security Agreement, by and among the Company and certain note holders, (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.30 ​ Form of Subsidiary Guarantee, by and among the Company and certain note holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.31 ​ Form of Exchange Agreement, by and among the Company and certain warrant holders, dated August 4, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025). 10.32 ​ Form of Note Amendment (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2025). 57 Table of Contents 31.1 ​ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 ​ Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 ​ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101 ​ Interactive Data Files (embedded within the Inline XBRL document) 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ 58 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ Datavault AI Inc. ​ ​ Date: August 19, 2025 By: /s/ Nathaniel Bradley ​ ​ Name: Nathaniel Bradley ​ ​ Chief Executive Officer ​ ​ (Duly Authorized Officer and Principal Executive Officer) ​ ​ ​ Date: August 19, 2025 By: /s/ Brett Moyer ​ ​ Name: Brett Moyer ​ ​ Title: Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ 59