Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-076423

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618216d3_8k.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (tm2618216d3_ex5-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event

reported): June 22, 2026

Datavault AI Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38608

30-1135279

(State of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Commerce Square,

2005

Market Street, Suite 2400,

Philadelphia, PA

19103

(Address of Principal Executive

Offices)

(Zip Code)

(408) 627-4716

(Registrant’s telephone

number, including area code)

Not applicable

(Former Name or former address if changed

from last report.)

Check the

appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.0001 per share

DVLT

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On June 22, 2026, Datavault AI Inc. (the “Company”)

issued to Maxim Group LLC (“Maxim”) warrants to purchase up to 2,727,272 shares (the “Participation Warrants”)

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to that certain letter agreement,

dated May 26, 2026 (the “Maxim Letter Agreement”), under which the Company agreed to: (i) issue to Maxim, or its designees,

the Participation Warrants; (ii) pay Maxim a cash fee of $1,050,000; (iii) retain Maxim to act as co-sales agent in connection with the

Company’s next at-the-market offering (the “Future ATM Offering”), in which the Company has agreed to pay Maxim a cash

fee equal to three percent (3%) of the gross proceeds of each sale of securities in the Future ATM Offering; and (iv) include Maxim as

dealer manager and/or sales agent in any registration statement, prospectus supplement or other filing made in connection with the Future

ATM Offering. The Participation Warrants are being issued pursuant to the Letter Agreement in connection with the settlement of certain

matters between the Company and Maxim and in consideration of Maxim’s waiver of its right of participation under Section 2(a)(vi)

of that certain equity distribution agreement, dated July 21, 2025, with respect to the Company’s previously announced issuance

and sale to certain institutional investors, on May 5, 2026, of an aggregate of 109,090,910 shares of Common Stock (such transaction,

the “ROFR Transaction”). The Participation Warrants have the same terms as the placement agent warrants issued to the placement

agent in connection with the ROFR Transaction, including, without limitation, a term of five years from the date of the prospectus supplement, dated May 3, 2026, to the Base Prospectus (as defined below) filed by the Company with the Securities and Exchange Commission (the “SEC”)

with respect to the ROFR Transaction, and an exercise price of $0.6325 per share.

The foregoing summary of the Participation

Warrants does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the form of Placement Agent

Warrant issued in connection with the ROFR Transaction and filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K

filed with the SEC on May 5, 2026, which is incorporated herein by reference.

On June 22, 2026, the Company filed a prospectus

supplement, dated June 22, 2026 (“Prospectus Supplement”), to a prospectus, dated March 25, 2026 (the “Base Prospectus”),

included in an effective shelf registration statement on Form S-3 (File No. 333-294502), which was originally filed by the Company with

the SEC on March 20, 2026, and was declared effective by the SEC on March 25, 2026. The Company filed the Prospectus Supplement for the

purpose of registering the Participation Warrants and the shares of Common Stock issuable upon exercise of the Participation Warrants.

In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Paul Hastings LLP, regarding

the validity of the Participation Warrants and the shares of Common Stock issuable upon exercise of the Participation Warrants, which

opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

5.1

Opinion of Paul Hastings LLP

23.1

Consent of Paul Hastings LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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 hereunto duly authorized.

Date: June 22, 2026

DATAVAULT AI INC.

By:

/s/ Brett Moyer

Name:

Brett Moyer

Title:

Chief Financial Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2618216d3_ex5-1.htm · Sequence: 2

Exhibit 5.1

June 22, 2026

102317.00012

Datavault AI Inc.

One Commerce Square

2005 Market Street, Suite 2400

Philadelphia, PA 19103

Re: Datavault AI Inc. Offering of Warrants to Purchase up to 2,727,272 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to Datavault AI Inc.,

a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and

Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the rules and regulations of the Securities

Act of 1933, as amended (the “Act”), of a prospectus supplement, dated June 22, 2026 (the “Prospectus

Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-294502) filed with the Commission

under the Act on March 20, 2026 (the “Registration Statement”), and the related prospectus, dated March 25,

2026, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”

and, together with the Prospectus Supplement, the “Prospectus”), relating to the offering by the Company of

(i) warrants to purchase up to 2,727,272 shares (the “Participation Warrants”) of the Company’s common

stock, par value $0.0001 per share (“Common Stock”), and (ii) up to 2,727,272 shares of Common Stock issuable

upon exercise of the Participation Warrants (the “Warrant Shares”), pursuant to the terms of the Maxim Letter

Agreement (as defined below). The Participation Warrants are being issued pursuant to the terms of a letter agreement, dated as of May

26, 2026 (the “Maxim Letter Agreement”), by and between the Company and Maxim Group LLC (“Maxim”),

which agreement was entered into in connection with the settlement of certain matters between the Company and Maxim and in consideration

of Maxim’s waiver of its right of participation with respect to certain transactions under Section 2(a)(vi) of that certain

equity distribution agreement, dated July 21, 2025, by and between the Company and Maxim.

In connection with this opinion, we have examined

and relied upon the Registration Statement, the Prospectus, the Maxim Letter Agreement, the Company’s certificate of incorporation,

as amended, and the Company’s bylaws, as amended, each as currently in effect, and the originals or copies certified to our satisfaction

of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us

to render the opinion expressed below. As to certain factual matters, we have relied upon a certificate of an officer of the Company and

have not independently verified such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals,

and the conformity to originals of all documents submitted to us as copies thereof.

In such examination and in rendering the opinions

expressed below, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements,

instruments, corporate records, certificates and other documents submitted to us; (ii) the legal capacity, competency and authority of

all individuals executing documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate

records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates

and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to the originals

thereof, and that such originals are authentic and complete; (v) the due authorization, execution and delivery of all agreements, instruments,

corporate records, certificates and other documents by all parties thereto (other than the Company); (vi) that no documents submitted

to us have been amended or terminated orally or in writing, except as has been disclosed to us in writing; (vii) that the Maxim Letter

Agreement is the valid and binding obligation of each of the parties thereto, enforceable against such parties in accordance with their

terms and that they have not been amended or terminated orally or in writing; and (viii) that the statements contained in the certificates

and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for

the purposes of this opinion letter are true and correct on and as of the date hereof.

Our opinion is limited to the matters stated herein

and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect

to the federal laws of the United States and the General Corporation Law of the State of Delaware. We are not rendering any opinion as

to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances,

events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject

matter hereof.

On the basis of the foregoing, and in reliance

thereon, we are of the opinion that: (i) the Participation Warrants, when issued in accordance with the Maxim Letter Agreement, will be

valid and binding obligations of the Company, and (ii) the Warrant Shares, when issued, delivered and paid for in accordance with the

terms of the Participation Warrants, will be validly issued, fully paid and nonassessable.

We consent to the reference to our firm under

the caption “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to a Current Report

of the Company on Form 8-K.

Very truly yours,

/s/ Paul Hastings LLP

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