Datavault AI Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On July 22, 2026, we issued to AP Cyber LLC (“AP Cyber”), a Delaware limited liability company, a warrant to purchase up to 24,000,000 shares of our common stock at an initial exercise price of $0.40 per share, subject to adjustment (the “AP Cyber Warrant”). The AP Cyber Warrant was issued as partial consideration for services to be provided by AP Cyber under a mutual services agreement between the Company and AP Cyber, dated July 16, 2026 (the “Mutual Services Agreement”). The AP Cyber Warrant has a term of ten years and expires on July 22, 2036. The AP Cyber Warrant becomes exercisable in tranches upon the achievement of specified revenue milestones relating to sales of a digital asset product under the Mutual Services Agreement. The AP Cyber Warrant and the shares of our common stock issuable upon exercise thereof have not been registered under the Securities Act. The issuance of the AP Cyber Warrant was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. AP Cyber represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and that it is acquiring the warrant for investment purposes and not with a view to distribution. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.