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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2026
(Exact name of registrant as specified in its charter)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously announced by Datavault AI Inc. (“Datavault”) on February 26, 2026, Datavault’s board of directors (the “Board”) declared a dividend (the “Distribution”) of Josh Gibson Coin tokens (the “Gibson Coins”) to eligible record equity holders of common stock, par value $0.0001 per share, of Datavault (the “Common Stock”) and other equity securities. Such eligible holders are the holders of the following Datavault securities, in each case as of the close of business on March 9, 2026 (such date, subject to the right of the board of directors of Datavault to change to a later date, the “Record Date”): (i) Common Stock (such record holders, the “Record Common Holders”), (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Distribution pursuant to the terms of their respective warrants) (such record holders, the “Record Warrant Holders”), and (iii) certain equity awards and/or grants that are issued and outstanding as of the Record Date and which were granted under Datavault’s stock option, stock incentive or other equity incentive plans that have not been exercised or converted and settled (or in the case of restricted stock awards, that have not yet vested) prior to the Record Date and which are entitled to participate in the Distribution pursuant to the terms of their respective awards and/or grants (such record holders, the “Record Award Holders” and together with the Record Common Holders and the Record Warrant Holders, the “Record Holders”). The preceding Datavault securities held by the Record Holders as of the Record Date are collectively referred to herein as the “Datavault Securities.”
The Distribution will be (i) made on the basis of one Gibson Coin for each share of Common Stock held (or underlying the applicable Datavault Securities held) by such Record Holders on the Record Date and (ii) paid beginning on April 30, 2026 (or such other date as determined by the Datavault Board, the “Payment Date”), subject to the satisfaction of the Payment Conditions (as defined below) by the applicable Record Holder.
Record Holders are entitled to participate in the Distribution and receive Gibson Coin(s) subject to satisfying the following conditions (the “Payment Conditions”):
All Record Holders must initiate the process of electing to receive their respective portion of the Distribution by having (or setting up) a digital wallet with Datavault and completing the Opt-In Agreement by navigating to http://www.joshgibsoncoin.com (the “Distribution Website”) hosted by the Information Agent.
Commencing on March 30, 2026, the Information Agent will mail to the Record Holders a letter describing the Distribution and informing such holders about the process of electing to receive their respective portion of the Distribution (the “Information Letter”). However, if any Record Common Holder holds its shares of Datavault Common Stock in an account at a brokerage firm, bank, dealer or other similar organization, then such holder holds their shares in “street name” and the organization holding such account should receive the Information Letter from Datavault and will be responsible for further distributing the Information Letter to such holders. The Information Letter instructs Record Holders that they must elect to receive their respective portion of the Distribution by accessing the Distribution Website at http://www.joshgibsoncoin.com.
On the Distribution Website, Record Holders will be able to access an FAQ regarding the Distribution, instructions for setting up a digital wallet with Datavault, and a form of opt-in agreement (the “Opt-In Agreement”) to be completed by each such holder.
Record Holders who do not elect to participate in the Distribution and satisfy the Payment Conditions will not be eligible to receive any payment of the Gibson Coins until such time as the Payment Conditions have been satisfied, and in the case of any shares of Datavault Common Stock held in “street name” with a brokerage firm, bank, dealer or other similar organization, until such time as the Information Agent has also been able to verify such Record Holder’s holdings with such brokerage firm, bank, dealer or other similar organization.
The foregoing summary of the Distribution and the above referenced materials does not purport to be complete and is qualified in its entirety by reference to the full text of the (i) form of information letter distributed to Record Holders, (ii) form of Opt-In Agreement for Record Holders, (iii) sample instructions for setting up a digital wallet with Datavault, and (iv) frequently asked questions regarding the Distribution, copies of which are filed herewith as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively.
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K may contain “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault,” the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” “likely” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The absence of these words does not mean that a statement is not forward-looking.
Such forward-looking statements, including, but not limited to, statements regarding our declaration and/or payment of dividends, our expectations regarding the terms and/or timing of the Distribution (including that the Board may change the Record Date and/or the Payment Date and may revoke the Distribution entirely), and whether we will proceed with the Distribution, are necessarily based upon estimates and assumptions that, while considered reasonable by Datavault and its management, are inherently uncertain. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. There can be no assurance that future dividends will be declared, and the payment of any dividend is expressly conditioned on the Board not revoking any or all dividends before its payment date. Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties including, but not limited to, the following: risks related to legal proceedings that may be instituted against Datavault regarding the Distribution; risks associated with the right of the Board to change the Record Date and/or the Payment Date, and/or to revoke the Distribution prior to the Payment Date; changes in economic, market or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized assets; and other risks and uncertainties as more fully described in Datavault’s filings with the SEC including its Annual Report on Form 10-K for the year ended December 31, 2024 and other filings that Datavault makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.
The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. Datavault undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law. Datavault may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on such forward-looking statements. Datavault’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dear Datavault AI Inc. Stockholders and other holders of Datavault AI Inc. Securities:
This letter is being furnished to you as a holder of certain securities of Datavault AI Inc., a Delaware corporation (“Datavault”). As Datavault previously announced, its board of directors (the “Datavault Board”) declared a dividend (the “Distribution”) of Josh Gibson Coin tokens (such tokens, the “Gibson Coins”) to the holders of the following Datavault securities, in each case as of the close of business on March 9, 2026 (such date, subject to the right of the Datavault Board to change to a later date, the “Record Date”): (i) Datavault’s common stock, par value $0.0001 per share (such stock, the “Datavault Common Stock” and such record holders, the “Record Datavault Common Holders”), (ii) certain warrants to purchase Datavault Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Distribution pursuant to the terms of their respective warrants) (such record holders, the “Record Datavault Warrant Holders”), and (iii) certain equity awards and/or grants that are issued and outstanding as of the Record Date and which were granted under Datavault’s stock option, stock incentive or other equity incentive plans that have not been exercised and settled (or in the case of restricted stock awards that have not yet vested) prior to the Record Date and which are entitled to participate in the Distribution pursuant to the terms of their respective awards and/or grants (such record holders, the “Record Datavault Award Holders” and together with the Record Datavault Common Holders and the Record Datavault Warrant Holders, the “Record Holders”). The preceding Datavault securities held by the Record Holders as of the Record Date are collectively referred to herein as the “Datavault Securities”.
The Distribution will be (i) made on the basis of one Gibson Coin for each share of Datavault Common Stock held (or underlying the applicable Datavault Securities held) by such Record Holders on the Record Date and (ii) paid beginning on April 30, 2026 (or such other date as determined by the Datavault Board, the “Payment Date”), subject to the satisfaction of the Payment Conditions (as defined below) by the applicable Record Holder.
As a Record Holder, you are entitled to participate in the Distribution and receive Gibson Coin(s), subject to your satisfying the following conditions (the “Payment Conditions”):
You must initiate the process of electing to receive your portion of the Distribution by setting up your digital wallet with Datavault (if you do not already have a digital wallet with Datavault) and completing the Opt-In Agreement by navigating to www.joshgibsoncoin.com (the “Distribution Website”) hosted by Datavault’s Information Agent, Alliance Advisors.
On the Distribution Website, you will find, among other information, the following (collectively, with this letter, the “Distribution Materials”):
You can also scan the below QR Code to visit the Distribution Website where you can view and download the above-referenced Distribution Materials, set up a digital wallet with Datavault, and print, complete and submit your Opt-In Agreement. No vote is required by you to receive the Distribution, and you will not be required to pay anything to Datavault for the receipt of the Gibson Coins in the Distribution. However, as a condition to the receipt of the Distribution, you must satisfy the Payment Conditions set forth above.
You should also carefully review the FAQs on the Distribution Website and the risks and uncertainties described under the heading “Risk Factors” in the Opt-In Agreement. You should consult your own legal counsel regarding the terms of the Opt-In Agreement and your own tax advisor as to the particular tax consequences of the Distribution, including potential tax consequences under state, local, and non-U.S. tax laws.
Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved the Distribution or determined if the information set forth in this letter and its enclosures is truthful or complete. This letter and its enclosures do not constitute an offer to sell or the solicitation of an offer to buy any securities.
This letter, which we are mailing to all Record Holders as of the close of business on the Record Date, and the other Distribution Materials, which can be found on the Distribution Website referenced above, describe the Distribution and refer you to important information about how to participate in the Distribution. We urge you to access the Distribution Website and read these Distribution Materials carefully.
If you have any questions about participating in the Distribution, please visit the Distribution Website at www.joshgibsoncoin.com or contact Datavault’s Information Agent, Alliance Advisors, by phone or email at 1-866-206-697 (or 1-732-848-0859 for international holders) or [email protected].
SCAN THIS QR CODE FOR ACCESS TO THE DISTRIBUTION WEBSITE:
Form of Datavault AI Inc. Opt-In Agreement
The undersigned (“me” or “I”) understands that Datavault AI Inc., a Delaware corporation (“Datavault”), declared a dividend (the “Distribution”) of Josh Gibson Coin tokens (such tokens, the “Gibson Coins”) to the holders of the following Datavault securities, in each case as of the close of business on March 9, 2026 (such date, subject to the right of Datavault’s board of directors (the “Datavault Board”) to change to a later date, the “Record Date”): (i) Datavault’s common stock, par value $0.0001 per share (such stock, the “Datavault Common Stock” and such record holders, the “Record Datavault Common Holders”), (ii) certain warrants to purchase Datavault Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Distribution pursuant to the terms of their respective warrants) (such record holders, the “Record Datavault Warrant Holders” and such warrants, the “Record Datavault Warrants”), and (iii) certain equity awards and/or grants that are issued and outstanding as of the Record Date and which were granted under Datavault’s stock option, stock incentive or other equity incentive plans that have not been exercised and settled (or, in the case of restricted stock awards, that have not yet vested) prior to the Record Date and which are entitled to participate in the Distribution pursuant to the terms of their respective awards and/or grants (such awards and/or grants, the “Record Datavault Awards” and such record holders, “Record Datavault Award Holders” and together with the Record Datavault Common Holders and the Record Datavault Warrant Holders, the “Record Holders”). The preceding Datavault securities held by the Record Holders as of the Record Date are collectively referred to herein as the “Datavault Securities”.
The fair market value per Gibson Coin is $0.000084 as of March 26, 2026 (the “Valuation Date”), based on an independent valuation conducted by a third-party valuation firm at the request of Datavault, and such value assumes that the Gibson Coins are illiquid through April 30, 2026.
By signing below, I hereby acknowledge and agree that:
This Agreement documents my irrevocable election (“Election”) to satisfy the Payment Conditions, comply with the terms and conditions as set forth in this Agreement, including with respect to my tax reporting obligations, and receive payment of the Distribution. I acknowledge and agree that by submitting my signature on this Agreement in a “.pdf” format data file or other digital format, such signature shall create a valid and binding obligation on me (or, if signing for an entity, the entity on whose behalf such signature is executed) with the same force and effect as if such “.pdf” or other digital signature page were an original thereof.
1 Stockholder of Record: Shares Registered in Your Name. If at the close of business on the Record Date, your shares of Datavault Common Stock were registered directly in your name with VStock LLC, Datavault’s transfer agent (the “Transfer Agent”), then you are the stockholder of record for such shares and a Record Datavault Common Holder and you will be eligible to receive the Distribution, subject to the terms of this Agreement, including the satisfaction of the Payment Conditions. If there is any conflict between the amount of shares of Datavault Common Stock stated herein and the records of the Transfer Agent, then the Transfer Agent’s records shall prevail in accordance with the terms and conditions of this Agreement.
Beneficial Owner: Shares Registered in the Name of a Nominee. If at the close of business on the Record Date, your shares of Datavault Common Stock were held, not in your name, but rather at a brokerage firm, bank, dealer or other similar organization (i.e., with a Nominee), then you are a beneficial owner of shares held in “street name”, and such Nominee is considered the stockholder of record, or the Record Datavault Common Holder, and such Nominee should have distributed to you a letter from Datavault informing you that you will be eligible to receive the Distribution, subject to the terms of this Agreement, including the satisfaction of the Payment Conditions and delivery of any additional information necessary to confirm your holdings of Datavault Common Stock as described elsewhere in this Agreement. As noted elsewhere in this Agreement, if Datavault is unable to verify the number of shares of Datavault Common Stock that you hold with such Nominee as set forth in the column to the right, no Gibson Coins will be distributed to you until such time as your share information can be verified by the Information Agent.
(Gibson Coin transactions are irreversible; it is advised that you cut and paste your digital wallet address into this field)
Prior to making any decision regarding your execution of this Agreement and acceptance of Josh Gibson Coin tokens (such tokens, the “Gibson Coins”), you should carefully consider the following Risk Factors. If any of the events discussed in the Risk Factors occur, the value of the Gibson Coins you receive could be adversely affected.
The value of the Gibson Coins may increase or decrease between the Record Date and the Payment Date and/or at any time following the Payment Date. The value of such coins may also be highly volatile.
The Distribution will be in the form of a digital asset, the Gibson Coin. If the value of the Gibson Coins decreases between the Record Date and the Payment Date, participating holders may receive less value than initially expected by those who elected to receive the Distribution. Additionally, the value of the Gibson Coin may decrease after the Payment Date. Once you have made the Election, it is irrevocable. Datavault will not be responsible for any decrease in the value of the Gibson Coins.
In addition, digital assets, such as the Gibson Coin, generally are highly volatile assets and do not pay interest or other returns, and so the ability to generate a return on the Gibson Coins will depend on whether there is appreciation in the value of digital assets.
The irreversibility of digital asset transactions exposes you to risks of theft, loss and human error, which could negatively impact your rights to the Distribution.
Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and you may not be capable of seeking compensation for any such transfer or theft. If you provide Datavault with the wrong wallet address (which is a valid address), the owner of such wallet address will receive the benefit of your Gibson Coin Distribution, and you will receive nothing. Datavault will be unable to revert or otherwise recover the impacted digital assets and will not be responsible for any loss. If you provide Datavault with an invalid wallet address and the transfer is rejected by the Datavault network, Datavault may, at its option, refuse or reasonably delay payment of the Distribution. You are encouraged to confirm your wallet address prior to submitting your Election.
2 If you are a Record Datavault Warrant Holder and/or Record Datavault Award Holder, all shares of Datavault Common Stock subject to the applicable Datavault Securities held in your record name (on the books and records of Datavault) on the Record Date will be eligible to receive the Distribution, subject to the terms of this Agreement, including the satisfaction of the Payment Conditions. If there is any conflict between the amount of shares of Datavault Common Stock subject to your Datavault Securities as stated herein and the records of Datavault, then Datavault’s records shall prevail.
Gibson Coins and other digital assets are novel assets and are subject to significant legal, commercial, regulatory and technical uncertainty.
The Gibson Coins and other digital assets are relatively novel and are subject to significant legal, commercial, regulatory and technical uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of the Gibson Coin. Regulators in the United States or foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of the Gibson Coins or the ability of individuals or institutions to own or transfer Gibson Coins.
The growth of the digital assets industry in general, and the use and acceptance of the Gibson Coin in particular, may also impact the price of the Gibson Coins and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of the Gibson Coin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to the Gibson Coin, institutional demand for the Gibson Coin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for the Gibson Coin as a means of payment, and the availability and popularity of alternatives to the Gibson Coin. Even if growth in Gibson Coin adoption occurs in the near or medium term, there is no assurance that Gibson Coin usage will continue to grow over the long term.
Because the Gibson Coin has no physical existence beyond the record of transactions on the Gibson Coin blockchain, a variety of technical factors related to the Gibson Coin blockchain could also impact the price of Gibson Coins. The liquidity of the Gibson Coins may also be reduced, and damage to the public perception of the Gibson Coin may occur, if financial institutions were to deny or limit banking services to businesses that hold the Gibson Coins, provide Gibson Coin-related services or accept the Gibson Coin as payment, which could also decrease the price of the Gibson Coins.
The liquidity of the Gibson Coin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for the Gibson Coin.
The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
Digital assets, including the Gibson Coins, will generally not be insured against theft, loss or destruction. If an event occurs where you lose your Gibson Coins, whether due to cyberattacks, fraud or other malicious activities, you may not have any viable legal recourse or ability to recover the lost assets. Unlike funds held in insured banking institutions, digital assets are not protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. If your digital assets, including Gibson Coins, are lost under circumstances that render another party liable, there is no guarantee that the responsible party will have the financial resources to compensate you. As a result, you could face financial losses.
Cryptocurrency holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for you to the same extent as cash and cash equivalents.
Historically, the crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, you may not be able to sell your cryptocurrency at favorable prices or at all.
Further, cryptocurrency, such as the Gibson Coin, does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. You could be unable to sell Gibson Coins or have to sell Gibson Coins at a significant loss.
Gibson Coins do not pay interest or dividends.
Gibson Coins do not pay interest or other returns, and you may only be able to generate cash from Gibson Coins if you sell your Gibson Coins or implement strategies to create income streams or otherwise generate cash by using your Gibson Coin holdings. Even if you pursue any such strategies, you may be unable to create income streams or otherwise generate cash from Gibson Coins, and any such strategies may subject you to additional risks.
If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to your Gibson Coins, or if your private keys are lost or destroyed or other similar circumstances or events occur, you may lose some or all of your Gibson Coins.
Security breaches and cyberattacks are of particular concern with respect to cryptocurrency, including Gibson Coins. Blockchain-based cryptocurrencies and the entities that provide services to participants in the cryptocurrency ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in a partial or total loss of your cryptocurrency in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold your cryptocurrency.
I understand that there may be legal and tax consequences from the Election, execution of the Opt-In Agreement and receipt of the Distribution. Datavault encourages all Record Holders to seek legal and tax advice from qualified legal counsel and a tax professional before deciding to make the Election, execute this Agreement and receive the Distribution.
We encourage any Record Holder that has questions concerning the Election process to contact Alliance Advisors, our Information Agent, at 1-866-206-6970 (or 1-732-848-0859 for international holders) or [email protected]. This Agreement may be executed and submitted to the Information Agent only via www.joshgibsoncoin.com. Any Agreement that is mailed, faxed, or emailed to any representative of Datavault or to the Information Agent will not be accepted.
I hereby make my irrevocable Election to accept the Distribution, subject to the foregoing terms and conditions.
Onboarding Documentation - Datavault AI Wallet Creation
Enter personal email address to create DataVault username.
Open personal email to retrieve activation code
Copy and paste Activation Code or click Activate Account link. Create Password based on password requirements listed.
Meme Coins will be deposited beginning on the payment date and after all conditions/verifications have been completed.
FREQUENTLY ASKED QUESTIONS
REGARDING THE JOSH GIBSON COIN DISTRIBUTION
This FAQ addresses details of the distribution of the Josh Gibson Coin tokens to certain record holders of common stock and certain other equity securities of Datavault AI Inc. (“Datavault”), including the record date, payment date, distribution ratio, opt-in and digital wallet requirements.