Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-100819

Filed: 2026-08-25

Period: 2026-08-25

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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0001682149

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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):

August 25, 2026

Datavault AI Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-38608

30-1135279

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One

Commerce Square

2005

Market Street, Suite 2400

Philadelphia,

Pennsylvania 19103

(Address of principal executive offices, including zip code)

Registrant’s telephone

number, including area code: (408) 627-4716

N/A

(Former name or former address, if changed

since 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:

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Current Report on

Form 8-K filed by Datavault AI Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on February

27, 2026, the Company received a letter dated February 24, 2026 from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the

Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no

longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2)

requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq

Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a

period of 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company was provided an initial 180 calendar day period, or until August 24, 2026 (the “Initial Compliance Deadline”),

to regain compliance with the Minimum Bid Price Requirement. The Company was unable to regain compliance with the Minimum Bid Price Requirement

by the Initial Compliance Deadline.

On August 25, 2026, the Company received a letter

from Nasdaq (the “Extension Notice”) notifying the Company that its request for an extension to regain compliance with the

Minimum Bid Price Requirement has been granted, and the Company has an additional 180 calendar days, or until February 22, 2027 (the “Second

Compliance Deadline” and, such additional 180 calendar day period, the “Second Compliance Period”), to regain compliance

with the Minimum Bid Price Requirement. Nasdaq’s determination was based on the Company meeting the continued listing requirement

for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with

the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during

the additional compliance period, including by effecting a reverse stock split, if necessary. The Extension Notice has no immediate effect

on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and, at this time, the Company’s common

stock will continue to trade on the Nasdaq Capital Market under the symbol “DVLT.” If at any time during the Second Compliance

Period, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 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.

If the Company does not regain compliance with

the Minimum Bid Price Requirement during the Second Compliance Period, Nasdaq will provide written notification to the Company that its

common stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant

to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal

the delisting determination by Nasdaq to the hearings panel, such appeal would be successful.

The Company intends to actively monitor the bid

price for its common stock between now and February 22, 2027, and will consider available options to regain compliance with the Minimum

Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement

or that the Company will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

Cautionary Note Regarding Forward-Looking Statements

The information in this Current Report on Form

8-K may contain “forward-looking statements” (within the meaning of Section 27A of the Securities Act, Section 21E of the

Exchange Act, the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault,”

the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties.

In some cases, forward-looking statements can be identified by words such as “may,” “might,” “will,”

“shall,” “should,” “expects,” “plans,” “anticipates,” “could,”

“intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,”

“predicts,” “potential,” “goal,” “objective,” “seeks,” “likely”

or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy,

plans or intentions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are

based on the current beliefs, assumptions, and expectations of management and current market conditions. Readers are cautioned not to

place undue reliance on these and other forward-looking statements contained herein. There can be no assurance that the Company will meet

the Minimum Bid Price Requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards,

or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable

Nasdaq requirements for any such relief. Reference is also made to other factors detailed from time to time in the Company’s periodic

reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that Datavault

makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to

vary from expectations.

The forward-looking statements made in this Current

Report on Form 8-K relate only to events as of the date on which the statements are made. Datavault undertakes no obligation to update

any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to

reflect new information or the occurrence of unanticipated events, except as required by law. Datavault may not actually achieve the plans,

intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking

statements. Datavault’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,

joint ventures or investments it may make.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

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.

DATAVAULT AI INC.

By:

/s/ Brett Moyer

Name:

Brett Moyer

Title:

Chief Financial Officer

Date: August 25, 2026

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