Datavault AI(DVLT)修订Streeterville可转债：设0.0632美元转股价下限

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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):
October 15, 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 1.01 Entry into a Material Definitive Agreement.
On October 15, 2026, Datavault AI Inc. (the “Company”)
entered into Amendment No. 1 (the “Amendment”) to that certain Convertible Promissory Note, dated August 18, 2026 (the “Note”),
issued by the Company to Streeterville Capital, LLC (the “Investor”), in the original principal amount of $25,030,000. The
Note was issued pursuant to that certain Securities Purchase Agreement, dated August 18, 2026, between the Company and the Investor.
Pursuant to the Amendment, the Company and the Investor amended the
Note to establish a floor price of $0.0632 (the “Nasdaq Floor Price”), which is equal to 20% of the Nasdaq Minimum Price determined
immediately preceding the issuance of the Note, subject to adjustment for any reverse or forward stock split, stock dividend, stock combination,
recapitalization, reclassification or other similar transaction occurring after the effective date of the Amendment. The Amendment further
provides that no adjustment to the Fixed Price pursuant to Section 9 of the Note will reduce the Fixed Price below the Nasdaq Floor Price.
Except as expressly amended by the Amendment, all provisions of the
Note remain unchanged and in full force and effect.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
4.1
Amendment No. 1 to Convertible Promissory Note, dated October 15, 2026, by and between Datavault AI Inc. and Streeterville Capital, LLC
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: October 15, 2026
DATAVAULT AI INC.
By:
/s/ Nathaniel Bradley
Name:
Nathaniel Bradley
Title:
Chief Executive Officer

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EX-4.1
2
tm2627673d1_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
AMENDMENT NO. 1 TO
CONVERTIBLE PROMISSORY NOTE
This Amendment No. 1 to Convertible Promissory
Note (this “Amendment”) is entered into as of October 15, 2026 (the “Amendment Effective Date”), by and between
Datavault AI Inc., a Delaware corporation (“Borrower”), and Streeterville Capital, LLC, a Utah limited liability company (“Lender”).
Borrower and Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Borrower issued to Lender that certain Convertible
Promissory Note dated August 18, 2026, in the original principal amount of $25,030,000.00 (as amended hereby and as may be further amended,
modified, supplemented or restated from time to time, the “Note”), pursuant to that certain Securities Purchase Agreement
dated August 18, 2026 between Borrower and Lender (as amended, modified, supplemented or restated from time to time, the “Purchase
Agreement”).
B. The Parties desire to amend the Note to establish
a floor price based on the Nasdaq Minimum Price applicable immediately preceding the issuance of the Note, on the terms set forth herein.
C. Section 15 of the Note provides that the prior
written consent of both Parties is required for any change or amendment to the Note.
NOW, THEREFORE
, in consideration of the
foregoing recitals and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
1. Defined Terms.
Capitalized
terms used but not defined in this Amendment have the meanings assigned to them in the Note. The recitals above are incorporated into
this Amendment by this reference.
2. Nasdaq Floor Price.
Attachment 1 to the Note is hereby amended by adding the following new definition immediately after the definition of “Fixed
Price”:
“Nasdaq Floor Price”
means $0.0632, which is 20% of the Nasdaq Minimum Price determined immediately preceding the issuance of the Note, as adjusted for any
reverse or forward stock split, stock dividend, stock combination, recapitalization, reclassification or other similar transaction occurring
after the Amendment Effective Date.
3. Conforming Amendment
to Subsequent Equity Sales.
Section 9 of the Note is hereby amended by adding the following sentence at the end thereof:
Notwithstanding anything to the
contrary contained in this Section 9, no adjustment pursuant to this Section 9 will reduce the Fixed Price below the Nasdaq Floor Price.
4. Effect of Amendment.
From and after the Amendment Effective Date, each reference in the Note to “this Note,” “hereunder,” “hereof,”
“herein” or words of like import, and each reference in the other Transaction Documents to the Note, will mean and refer to
the Note as amended by this Amendment. This Amendment is a Transaction Document. Except as expressly amended by this Amendment, all provisions
of the Note remain unchanged and in full force and effect. The Note, as amended by this Amendment, is hereby ratified and confirmed in
all respects.
5. No Implied Waiver.
The execution, delivery and effectiveness of this Amendment will not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of either Party under the Note or any other Transaction Document, or constitute a waiver of any provision of
the Note or any other Transaction Document. This Amendment is limited as written and will not constitute a consent to any other amendment,
modification or waiver of the Note or any other Transaction Document.
Amendment No. 1 to Convertible Promissory Note
6. Representations and
Warranties.
Each Party represents and warrants to the other Party that (a) such Party has full power and authority to execute and
deliver this Amendment and to perform its obligations hereunder, (b) the execution, delivery and performance of this Amendment have been
duly authorized by all necessary action of such Party, and (c) this Amendment constitutes a valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors’ rights generally and general principles of equity.
7. Governing Law; Arbitration.
The governing law, venue and arbitration provisions of the Note and the Purchase Agreement are incorporated herein by reference and
will apply to this Amendment as if set forth herein in full.
8. Counterparts; Electronic
Signatures.
This Amendment may be executed in counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. Signatures delivered by electronic transmission, including in portable document format or through
an electronic signature service, will be effective as originals for all purposes.
[Signature page follows]
Amendment No. 1 to Convertible Promissory Note
IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the Amendment Effective Date.
BORROWER:
LENDER:
DATAVAULT AI INC.
STREETERVILLE CAPITAL, LLC
By:
/s/ Brett Moyer
By:
/s/ John Fife
Name:
Brett Moyer
Name:
John Fife
Title:
Chief Financial Officer
Title:
President
Amendment No. 1 to Convertible Promissory Note