Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On August 18, 2026 (the "Closing Date" and the "Effective Date"), Datavault AI Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company and accredited investor (the "Investor"), and completed the initial closing of the transactions contemplated thereby. Pursuant to the Purchase Agreement, the Company issued and sold to the Investor (i) an unsecured convertible promissory note in the original principal amount of $25,030,000 (the "Note"), which is convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Shares"), and (ii) 15,000,000 Common Shares to be used as pre-delivery shares (the "Pre-Delivery Shares"), for an aggregate purchase price of $25,001,500, consisting of $25,000,000 for the Note and $1,500 for the Pre-Delivery Shares. The Common Shares issuable upon conversion of, or otherwise pursuant to, the Note and any Additional Notes (as defined below) are referred to herein as the "Conversion Shares." Pursuant to the Purchase Agreement, the Investor also received the right to purchase from time to time up to $25,000,000 in aggregate principal amount of additional unsecured convertible promissory notes (the "Additional Notes"), in connection with which the Company may issue additional pre-delivery shares (the "Additional Pre-Delivery Shares"), in each case as described below.

In connection with the closing, the Company filed a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the Company's effective shelf registration statement on Form S-3 (File No. 333-294502), covering the offer and sale of the Note, the Additional Notes, the Pre-Delivery Shares, the Additional Pre-Delivery Shares and the Conversion Shares. The Company also established an initial reserve of 300,000,000 Common Shares for issuances of Conversion Shares under the Note and any Additional Notes (the "Share Reserve") and agreed to increase the Share Reserve in increments of 1,000,000 Common Shares as required under the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Investor.

The Note

The Note has an original principal amount of $25,030,000 and was issued for a purchase price of $25,000,000. The additional $30,000 included in the principal amount represents the Investor's transaction expenses. The Note is unsecured, bears interest at a rate of 8% per annum and matures thirty (30) months after the purchase price of the Note is delivered by the Investor to the Company.

The Investor may convert all or any portion of the outstanding balance of the Note into Common Shares at a fixed conversion price of $1.55 per share, subject to adjustment in accordance with the terms of the Note. In addition, during the period beginning September 1, 2026 and ending December 31, 2026, following the occurrence of a Limited Redemption Event (as defined in the Note), the Investor may convert a portion of the outstanding balance of the Note at the Market Price (as defined below), subject to the Maximum Limited Conversion Amount (as defined in the Note). Beginning January 1, 2027, the Investor may convert all or any portion of the outstanding balance of the Note at a conversion price equal to 92% of the lowest daily volume-weighted average price of the Common Shares during the seven (7) Trading Days immediately preceding the applicable conversion date (the "Market Price"), without regard to the Maximum Limited Conversion Amount. If the outstanding balance of the Note is at least $15,000,000 on October 1, 2026, the Investor's right to convert all or any portion of the outstanding balance of the Note at the Market Price will commence on October 1, 2026 rather than January 1, 2027. Each amount converted under the Note includes make-whole interest calculated as if the amount being converted had remained outstanding through the maturity date.

Upon ten (10) Trading Days' prior written notice, the Company may prepay all or any portion of the outstanding balance of the Note, other than any portion for which the Investor has delivered a conversion notice and the applicable Conversion Shares have not yet been delivered. During the period beginning on the Effective Date and ending on the date that is ninety (90) days thereafter, the applicable prepayment amount is equal to 110% of the portion of the outstanding balance being prepaid. On or after the ninety-first (91st) day following the Effective Date, the applicable prepayment amount is equal to 120% of the portion of the outstanding balance being prepaid. The Company may not prepay the Note during the first ninety (90) days following the Effective Date unless the Company has obtained the Approval (as defined below).