Material Event (Form 8-K)

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.