Datavault AI Inc. 8-K

What Happened

• Datavault AI Inc. (DVLT) announced on March 18–19, 2026 that it entered into an Agreement and Plan of Merger to combine with NYIAX, Inc. Pursuant to the agreement, DVLT’s wholly owned DVLT Merger Sub will merge into NYIAX, with NYIAX surviving as a wholly owned subsidiary of Datavault. The Merger Consideration is 78,947,368 shares of Datavault common stock to be issued to NYIAX stockholders at closing. A press release announcing the Merger Agreement was filed March 19, 2026.

Key Details

• Merger consideration: 78,947,368 shares of Datavault common stock to be issued at the Effective Time.
• Treatment of NYIAX shares: each NYIAX share converts into Datavault shares based on the agreement’s Exchange Ratio; Unaccredited investors may elect cash per share equal to the higher of two five-day VWAP measures (one ending the day before signing, one ending the day before closing).
• Additional potential issuances: 10,000,000 extra shares if Datavault effects or announces a reverse split within 120 days of signing; and an earn‑out of 13,000,000 restricted shares if a qualifying “Trading Market Transaction” is executed and announced within 12 months after closing (with cash alternative for Unaccredited Investors).
• Governance, filings and protections: Datavault will appoint two NYIAX‑nominated directors at closing; NYIAX agreed to limited no‑shop/fiduciary‑out protections; Datavault must file a resale registration statement (Form S‑3 or S‑1) within 30 days after closing; NYIAX provided a special 12‑month indemnity limited to reducing up to 5,000,000 earn‑out shares.

Why It Matters

• This is a material acquisition transaction for Datavault: NYIAX will become a wholly owned subsidiary and the deal involves a large issuance of Datavault stock that will dilute current shareholders.
• The agreement includes cash protections for certain NYIAX unaccredited holders, potential additional share issuances tied to corporate actions or future commercial deals, and registration commitments that affect when the new shares can be freely resold.
• Investors should watch for the closing (subject to customary conditions and a 90‑day outside date), the registration filing timing, any announced reverse split or qualifying commercial transactions within 12 months, and potential dilution from earn‑outs or adjustment shares.