Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 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 an amount in cash equal to $14,000,000.

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

Pursuant to the Purchase Agreement, the Purchase Agreement can be terminated by mutual written consent of the parties, and also by either party after December 5, 2025 (the "Outside Date"), if the closing shall have not been consummated by the Outside Date; provided, however, that the right to terminate shall not be available to a party whose material breach of the Purchase Agreement has been the principal cause of, or primarily resulted in, the failure of the closing to occur. 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).

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.