Datavault AI Inc美股招股说明书(2025-09-26版)

15,000,000 Shares of Common Stock Prefunded Warrants to Purchase Shares of Common Stock and 263,914,094 Shares of Common Stock Issuable upon Exercise of the Prefunded Warrants We are offering in a registered direct offering, through this prospectus supplement and the accompanying prospectus, (i)an aggregateof 15,000,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), and (ii)prefundedwarrants to purchase up to 263,914,094 shares of Common Stock (the “Prefunded Warrants”). We have entered into a securities purchase agreement (the “Purchase Agreement”), dated September25, 2025, with Scilex HoldingCompany (the “Investor”), relating to the issuance of the Shares and Prefunded Warrants. The total aggregate purchase price is $150million at an effective per share purchase price of $0.5378. The issuance of the Shares and the Prefunded Warrants will be undertakenin two separate closings. On the initial closing date (the “Initial Closing Date”), the Company will issue 15,000,000 shares of CommonStock (the “Shares”) at an offering price of $0.5378 per Share (the “Initial Closing”). The consideration paid for the Shares will bepaid in Bitcoin blockchain (“BTC”) based on the spot exchange rate for BTC as published by Coinbase.com at 8:00pm on the tradingday immediately prior to the Initial Closing Date. As a condition to the Initial Closing, the Company has obtained stockholder support agreements (the “Voting Agreements”) fromstockholders holding an aggregate of 38,000,000 shares of Common Stock, pursuant to which each such stockholder has agreed tovote their shares of Common Stock in favor of the proposals for the Stockholder Approval (as defined below) at any stockholdermeeting held for that purpose. Additionally, each of the directors and executive officers of the Company, pursuant to lock-upagreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, until theAdditional Closing Date (as defined below). Pursuant to the Purchase Agreement, the Company is required to seek and obtain the approval by the stockholders of the Company of(i)the issuance of the Prefunded Warrants and Prefunded Warrant Shares (as defined below) to the Investor, and (ii)an amendment tothe Company’s certificate of incorporation (the “Certificate”) increasing the number of shares of Common Stock authorized forissuance to 1,500,000,000 ((i)and (ii)together, the “Stockholder Approval”). On the trading day that immediately follows the date onwhich Stockholder Approval becomes effective (the “Additional Closing” and such date, the “Additional Closing Date” and togetherwith the Initial Closing Date, each a “Closing Date”), the Company will issue to the Investor Prefunded Warrants to purchase up to263,914,094 shares of Common Stock (the “Prefunded Warrant Shares”) at an offering price of $0.5377 per Prefunded Warrant (equalto the purchase price per Share sold in this offering, minus $0.0001). The consideration paid for the Prefunded Warrants will be paid inBTC based on the spot exchange rate for BTC as published by Coinbase.com at 8:00pm on the trading day immediately prior to theInitial Closing Date. The Prefunded Warrants will be exercisable immediately upon issuance, will have an exercise price of $0.0001per share and will terminate when exercised in full. Our Common Stock is listed on the Nasdaq Capital Market, under the symbol “DVLT.” On September24, 2025, the last reported saleprice of our Common Stock on the Nasdaq Capital Market was $0.65 per share. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “RiskFactors” on pageS-3 of this prospectus supplement, on page4 of the accompanying prospectus, and under similar headings inthe other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the Shares being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be madeon or about September26, 2025, subject to the satisfaction of certain closing conditions. Delivery of the Prefunded Warrants beingoffered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about the date thatStockholder Approval is obtained, subject to the satisfaction of certain closing conditions. The date of this prospectus supplement is September25, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PRO