8-K - Datavault AI Inc. | StockGist

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Datavault AI Inc. entered into an Agreement and Plan of Merger dated March 18, 2026, with DVLT Merger Sub, Inc. and NYIAX, Inc., under which Merger Sub will merge into NYIAX, making it a wholly-owned subsidiary, in exchange for 78,947,368 shares of Datavault AI common stock. The shares are unregistered securities issued in reliance on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Key Takeaways

1Merger Agreement dated March 18, 2026, between Datavault AI Inc., DVLT Merger Sub, Inc., and NYIAX, Inc.

2Merger Consideration: 78,947,368 shares of Datavault AI common stock (par value $0.0001) to NYIAX equity holders.

3NYIAX survives as wholly-owned subsidiary of Datavault AI post-merger.

4Additional 10,000,000 shares if reverse stock split announced within 120 days of agreement.

5Earn-Out: 13,000,000 shares to NYIAX stockholders upon Trading Market Transaction within 12 months post-closing.

6Two NYIAX-nominated directors to join Datavault AI board at closing.

7Customary closing conditions; termination possible after 90 days from signing.

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Datavault AI Inc., (the “Company”), DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”),

Material Agreement

3.02

Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herei

Securities Issuance

8.01

Other Events. On March 19, 2026, the Company issued a press release (the “Press Release”) announcing the signing of the Merger Agreement. A copy of the Press Re

Other Event

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of March 18, 2026, by and among Datavault A

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Datavault AI Inc., DVLT Merger Sub, Inc., NYIAX, Inc.

•Merger Sub merges with and into NYIAX on Closing Date; NYIAX survives as wholly-owned subsidiary
•Merger Consideration: 78,947,368 shares of Datavault AI common stock ($0.0001 par value)
•Exchange Ratio based on 78,947,368 Merger Partner Merger Shares divided by fully-diluted NYIAX shares
•Unaccredited Investors receive cash based on higher of pre-signing or pre-closing VWAP
•10,000,000 additional shares pro rata if reverse stock split within 120 days
•13,000,000 Earn-Out Shares pro rata upon Trading Market Transaction within 12 months post-closing
•Two NYIAX-nominated directors appointed to Datavault AI board at closing
•Resale Registration Statement on Form S-3/S-1 within 30 days post-closing
•Customary no-shop with fiduciary out; termination after 90 days
•Special indemnity from NYIAX for enumerated claims, offset against earn-out shares (max 5,000,000 reduction)

Exhibits (3)

2.1

EXHIBIT 2.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1