Datavault AI Inc美股招股说明书(2026-06-22版)

Warrants to Purchase up to 2,727,272 Shares of Common Stock We are offering warrants (the “Participation Warrants”) to purchase up to 2,727,272 shares of ourcommon stock, par value $0.0001 per share (the “Common Stock”), pursuant to this prospectus supplement,the accompanying prospectus and that certain letter agreement, dated May26, 2026 (the “Maxim LetterAgreement”), by and between us and Maxim Group LLC (“Maxim”). The Participation Warrants are beingissued in connection with the settlement of certain matters between us and Maxim and in consideration ofMaxim’s waiver of its right of participation with respect to the ROFR Transaction (as defined below) underSection2(a)(vi) of that certain equity distribution agreement, dated July21, 2025 (the “Equity DistributionAgreement”), by and between us and Maxim. Pursuant to the Maxim Letter Agreement, we have 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 our next at-the-market offering (the “FutureATM Offering”), in which we have agreed to pay Maxim a cash fee equal to threepercent (3%) of the grossproceeds of each sale of securities in the Future ATM Offering; and (iv)include Maxim as dealer managerand/or sales agent in any registration statement, prospectus supplement or other filing made in connectionwith the Future ATM Offering. We are also offering by this prospectus supplement and the accompanyingprospectus an aggregate of 2,727,272 shares of our Common Stock issuable from time to time upon exerciseof the Participation Warrants. Because the Participation Warrants offered by this prospectus supplement and the accompanyingprospectus will be issued only as consideration to Maxim pursuant to the terms of the Maxim LetterAgreement, we will not receive any proceeds from this offering. We are not paying underwriting discountsor commissions, nor are we utilizing the services of any placement agent for this offering. No underwriter orother person has been engaged to facilitate this issuance of the Participation Warrants. We will pay all of our expenses in connection with the registration, offering and issuance of theParticipation Warrants, and the shares of our Common Stock issuable from time to time upon exercise of theParticipation Warrants, pursuant to the Maxim Letter Agreement. We are a “smaller reporting company” under applicable U.S. Securities and Exchange Commission(the“SEC”) rules and, as such, have elected to comply with certain reduced public company disclosurerequirements in this prospectus supplement and future filings. See the section titled “Prospectus SupplementSummary — Implications of Being a Smaller Reporting Company.” Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “DVLT.” OnJune18, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.40 per share. You should read this prospectus supplement, the accompanying prospectus and the documentsincorporated by reference herein and therein, together with additional information described under theheading “Where You Can Find More Information,” and any amendments or supplements carefully beforeyou invest in any of our securities. Investing in our securities involves a high degree of risk. Before buying any of our securities, you shouldcarefully read “Risk Factors” on pageS-5of this prospectus supplement and under similar headings in thedocuments that are incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the Participation Warrants being offered pursuant to this prospectus supplement and theaccompanying prospectus is expected to be made on or about June22, 2026. The Participation Warrants willbe delivered to Maxim, or its designees, in certificated form. The date of this prospectus supplement is June22, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiINDUSTRY AND MARKET DATAS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-9DIVIDEND POLICYS-10DESCRIPTION OF SECURITIES OFFEREDS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-14 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS4USE OF PROCEEDS5THE SECURITIES WE MAY OFFER6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS20DESCRIPTION OF RIGHTS21DESCRIPTION OF UNITS22PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION