Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Datavault AI Inc., (the "Company") and Vivasor, Inc. ("Vivasor") entered into a Subscription Agreement (the "Subscription Agreement"), dated April 16, 2026. Pursuant to the Subscription Agreement, the Company agreed to purchase from Vivasor, and Vivasor agreed to issue and sell to the Company, 8,163,265 shares of Vivasor's Series A Common Stock (the "Vivasor Shares"), at a purchase price of $6.125 per share, for aggregate consideration of $50 million (the "Purchase Price"). The Purchase Price will be paid entirely in non-cash consideration by issuance of 75,942,666 shares of the Company's common stock (the "Datavault Shares") to Vivasor at closing.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On April 23, 2026, the Company filed a prospectus supplement ("Prospectus Supplement") to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission (the "SEC") on March 20, 2026, and was declared effective by the SEC on March 25, 2026 (File No. 333-294502). The Company filed the Prospectus Supplement for the purpose of registering the Datavault Shares issued in consideration for the Vivasor Shares. In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Paul Hastings LLP, regarding the legality of the Datavault Shares being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.