Datavault AI Inc美股招股说明书(2025-04-02版)

$16,666,665 Senior Secured 10% Original Issue Discount Convertible Promissory Notes and Shares of Common Stock Issuable upon Conversion underSenior Secured 10% Original Issue Discount Convertible Promissory Notes We are offering in a registered direct offering, through this prospectus supplement and the accompanying prospectus, (i)an aggregateof $16,666,665 senior secured 10% original issue discount convertible promissory notes (the “Notes”), and (ii)shares of our commonstock, par value $0.0001 per share (the “Common Stock”) issuable from time to time upon conversion under the Notes. We have entered into a securities purchase agreement (the “Purchase Agreement”), dated March31, 2025, with certain investors (the“Investors”) and the collateral agent for the Investors signatory thereto, relating to the issuance of the Notes and Warrants (as definedbelow). On the initial closing date (the “Initial Closing Date”), the Company will issue Notes in the aggregate principal amount of$5,555,555 (the “Initial Notes”). On or after the date that is 20 calendar days after the mailing by the Company of a DefinitiveInformation Statement on Schedule 14(c) (the “Additional Closing Date”)with respect to approval by written consent of theCompany’s stockholders, of the issuance of the shares of Common Stock issuable upon conversion of the Notes and exercise of theWarrants (as defined below) and a one-time reset, at the Company’s option, of the exercise price of outstanding common stockpurchase warrants held by the Investors that do not contain “alternative cashless exercise” features (the “Stockholder Approval”), theCompany will issue the Investors additional Notes in the aggregate principal amount of $11,111,110 (the “Additional Notes”). Also pursuant to the Purchase Agreement, we are issuing, in a concurrent private placement, warrants to purchase up to 19,346,101shares of Common Stock (the “Warrants”). Warrants to purchase up to 6,448,700 shares of Common Stock will be issued on the InitialClosing Date (the “Initial Warrants”) and Warrants to purchase up to 12,897,401 shares of Common Stock will be issued on theAdditional Closing Date (the “Additional Warrants”). The Initial Warrants will be exerciseable upon effectiveness of StockholderApproval, will expire 5 years from the date of such effectiveness, and will have an exercise price of $0.8615 per share. The AdditionalWarrants will be exercisable immediately upon issuance, will expire 5 years from the date of issuance, and will have an exercise priceof $0.8615 per share. The Warrants and the Common Stock issuable upon exercise of the Warrants are not being registered under theSecurities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectus supplement and theaccompanying prospectus, and are being offered pursuant to the exemption provided in Section4(a)(2)under the Securities Act and/orRegulation D promulgated thereunder. There is no established public trading market for the Warrants and we do not expect a market todevelop. In addition, we do not intend to list the Warrants on The Nasdaq Capital Market, any other national securities exchange orany other nationally recognized trading system. We agreed to file a registration statement (the “Resale Registration Statement”) registering the shares of Common Stock issuable uponexercise of the Warrants within 15 days upon receipt of written request by the Investors and use commercially reasonable efforts tocause such Resale Registration Statement to become effective within 45 days following receipt of such written request. The Notes carry a 10% original issue discount, and have a term of 18 months from the original issuance date. No interest accruesduring the term of the Notes, unless an event of default occurs, in which case interest will accrue at a rate of 12% per annum or, if less,the highest amount permitted by law. Our obligations under these Notes rank senior to all other existing indebtedness and equity of ourCompany. Holders of the Notes have the right to require the Company to use up to 30% of the proceeds from future capital raising financing torepay the Notes at a premium of 105% of the aggregate principal amount of the Notes being redeemed from such proceeds. Holders of the Initial Notes can convert the Initial Notes into shares of Common Stock any time after the date of effectiveness ofStockholder Approval and holders of the Additional Notes can convert the Additional Notes into shares of Common Stock any timeafter issuance. Holders of any Notes can convert such Notes into shares of Common Stock by providing a conversion notice. Theconversion price cannot fall below the floor price, which is set at $0.1794 per share of Common Stock (the “Floor Price”). The numberof shares of Common Stock issuable upon conversion is calculated by dividing (i)the portion of the principal being coverted by(ii)the fixed conversion price, subject to adjustment. Alternatively, a holder of