Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Stock Purchase Agreement

On July 13, 2025, Datavault AI Inc., a Delaware corporation (the "Company"), entered into a Stock Purchase Agreement (the "Purchase Agreement") with API Media Innovations Inc., a New Jersey corporation ("API Media"), David Reese and Frank Tomaino (Mr. Tomaino together with Mr. Reese, the "Sellers" and each a "Seller"), pursuant to which the Company agreed to purchase from the Sellers all of the outstanding shares of common stock of API Media (the "API Shares") for an aggregate purchase price of (i) an amount in cash equal to $6,000,000, (ii) 5,117,188 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), and (iii) $2,000,000 payable in the aggregate in the form of convertible promissory notes by the Company to the Sellers (the "Notes").

The Notes shall be in a form agreed to among the Company and the Sellers and will payable in eight equal quarterly installments at the end of every three months following the closing of the purchase and sale of the API Shares (the "Closing"), with the final payment due on the second anniversary of the Closing. The Company has agreed to pay interest at the rate of ten percent (10%) per annum. At any time and at the Sellers' option, the unpaid balance of the Notes shall be convertible to Common Stock, in increments of $250,000, at a price of $1.14 per share. Any unconverted balance of the Notes shall be paid in cash on the second anniversary of the Closing.

The Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations. If required by the applicable rules and regulations of the Nasdaq Capital Market, the Company will obtain a written consent of the Company's stockholders to issue the shares of Common Stock to the Sellers and inform the stockholders of the Company of the receipt of the stockholder consent by preparing and filing with the U.S. Securities and Exchange Commission an information statement with respect thereto; provided, however, that in the event the Company is unable to obtain such prior written consent, then the Company shall organize a stockholders meeting and obtain such stockholders' approval in a duly convened stockholders' meeting.

The Closing is conditioned on Mr. Reese and Mr. Tomaino entering into and delivering to the Company a consulting agreement, the form of which shall be mutually agreed upon. Additionally, the Closing is conditioned on the Company completing one or more financings totaling a minimum of $10,000,000 in net proceeds.

Pursuant to the Purchase Agreement, the Purchase Agreement can be terminated by mutual written consent of the parties, and also by either party after August 12, 2025 (the "Outside Date"), if the closing shall have not been consummated by the Outside Date. Additionally the Purchase Agreement can be terminated by either party if a final, non-appealable order, decree or ruling enjoining or otherwise prohibiting consummation of the purchase has been issued by any governmental authority or if the other party is in breach of the Purchase Agreement which has not been cured within ten (10) days of written notice of such breach (provided that such terminating party has not committed a material breach which is the principal cause of the failure to close). In the event that the Purchase Agreement is terminated by the Company for a reason other than as permitted by the Purchase Agreement, the Company shall pay to the Sellers an irrevocable and non-refundable breakup fee, in cash equal to $1,000,000, pursuant to the terms provided for in the Purchase Agreement.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The shares of Common Stock to be issued pursuant to the Purchase Agreement will be issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D of the Securities Act.