Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed, on December 31, 2024, Datavault AI Inc., a Delaware corporation and formerly known as WiSA Technologies, Inc. (the "Company"), entered into a Convertible Promissory Note (the "EOS Note") with EOS Technology Holdings Inc. (formerly known as Data Vault Holdings Inc., "EOS") in the original principal amount of $10,000,000. Nathaniel Bradley, Chief Executive Officer and a director of the Company, is also the chief executive officer and sole director of EOS and owns shares in EOS. On September 7, 2025, the Company and EOS entered into an amendment and conversion agreement (the "EOS Note Amendment") to the EOS Note, pursuant to which EOS converted (the "EOS Note Conversion") $3,200,000 of the balance of the EOS Note into 10,000,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a conversion price of $0.32 per share, and the floor price set forth in the EOS Note was waived and did not apply to the EOS Note Conversion.

The foregoing does not purport to be a complete description of the EOS Note Amendment and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K (this "Form 8-K") and incorporated herein by reference.

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 issued pursuant to the EOS Note Conversion were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 promulgated under Regulation D of the Securities Act.