Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Intellectual Property Sale and Assignment Agreement

On July 12, 2025, Datavault AI Inc., a Delaware Corporation (the "Company") entered into an intellectual property sale and assignment agreement (the "IP Sale and Assignment Agreement") with Turner Global Media, LLC ("TGM"), pursuant to which the Company has agreed to purchase, and TGM has agreed to sell and assign, certain intellectual property related to inaudible audio technology owned by TGM (the "TGM IP Assets").

Pursuant to the IP Sale and Assignment Agreement, the Company has agreed to acquire the TGM IP Assets from TGM in exchange for (i) the issuance to TGM of 2,500,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") as restricted stock, which are to be issued within 15 days of July 12, 2025 and (ii) a royalty (the "Royalty") on the total revenue derived by the Company from (a) the sale, licensing, or commercialization of the TGM IP, and/or (b) the patented technology described in the eight patents listed in the IP Sale and Assignment Agreement (the "ADIO Patented Technology"), for the dissemination of audio signals, including inaudible frequencies, through any and all devices capable of producing sound, including but not limited to radios, televisions, streaming platforms, retail shelf talkers, venue sound systems, and wearable portable broadcast devices, before any deductions for taxes, discounts, or other expenses ("Gross Sales").

The Royalty will be 15% of Gross Sales. The Royalty will be calculated and paid quarterly, within 30 days of the end of the relevant calendar quarter, beginning with the first full calendar quarter following July 12, 2025. If the total Royalty paid to TGM reaches $15 million, the Royalty percentage drops from 15% to 10%. Unless terminated earlier, the IP Sale and Assignment Agreement will expire upon the expiration of the patents included in the ADIO Patented Technology.

The IP Sale and Assignment Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations.

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

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

The disclosure required by this Item in connection with the IP Sale and Assignment Agreement and included in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this Item in connection with the IP Sale and Assignment Agreement and included in Item 1.01 of this Form 8-K is incorporated herein by reference.

The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The securities will be issued and were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act, and Rule 506 promulgated under Regulation D of the Securities Act.