Datavault AI Inc美股招股说明书(2025-08-06版)

$13,333,332 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 $13,333,332 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 (the“Conversion Shares”). We have entered into a securities purchase agreement (the “Purchase Agreement”), dated August 4, 2025, with certain investors (the“Investors”) and the collateral agent for the Investors signatory thereto, relating to the issuance of the Notes. On the initial closing date(the “Initial Closing Date”), the Company will issue Notes in the aggregate principal amount of $6,666,666 (the “Initial Notes”). On orafter the date that is 20 calendar days after the mailing by the Company of a Definitive Information Statement on Schedule 14(c) (the“Additional Closing Date”)with respect to approval by written consent of the Company’s stockholders (the “Stockholder Approval”)of the issuance of the shares of Common Stock issuable upon conversion of the Notes and (ii) the issuance of shares of Common Stockpursuant to the Exchange Agreements (as defined below), the Company will issue the Investors additional Notes in the aggregateprincipal amount of $6,666,666 (the “Additional Notes”). Also, pursuant to the Purchase Agreement, on August 4, 2025, we entered into exchange agreements with certain holders (the“Holders”) of the Company’s common stock purchase warrants. Pursuant to the Exchange Agreements, the Holders agreed toexchange (a) their common stock purchase warrants (the “Original Warrants”) exercisable for an aggregate of approximately 31millionshares of Common Stock, for (b) the same number of shares (the “Exchange Shares”) of Common Stock, subject to receipt ofthe Stockholder Approval. The Exchange Shares, once the Stockholder Approval is obtained, will be issued pursuant to an exemptionfrom the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section3(a)(9)thereof. 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 20% 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 $0.1019per share of Common Stock (the “Floor Price”). Thenumber of shares of Common Stock issuable upon conversion is calculated by dividing (i)the portion of the principal being convertedby (ii)the fixed conversion price, subject to adjustment. Alternatively, at any time after the date of the Stockholder Approval, a holderof any Notes may choose an alternative conversion price equal to the greater of (i) 80% of the lowest volume weighted average priceof the shares of Common Stock (“VWAP”) over the twenty trading days immediately before the date of the applicable conversionnotice, and (ii) the Floor Price (the “Alternate Conversion Price”). If the Alternate Conversion Price would be lower than the FloorPrice at the time a conversion notice is received, shares of Common Stock will be issued based on the Floor Price, and we willcompensate the holder for any economic difference by paying the holder such value directly in cash. The economic difference isdetermined as the product of (A) the VWAP on the day the holder delivers the applicable conversion notice and (B) the differenceobtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the holder on the applicable sharedelivery date with respect to such alternate conversion from (II) the quotient obtained by dividing (x) the applicable conversionamount that the holder has elected to be the subject of the applicable alternate conversion, by (y) the applicable Alternate ConversionPrice without being limited by the Flo