Datavault AI issues 263.9M shares upon exercise of pre-funded warrant; authorized shares increased to 2B

Datavault AI Inc.

Purchaser Scilex paid $150M in BTC and exercised pre-funded warrant for 263,914,094 shares on Nov 25, 2025.
Stockholders approved charter amendment increasing authorized common shares from 320M to 2B on Nov 24, 2025.
Total outstanding shares prior to record date (Sep 26) were 186.8M; warrant shares more than double outstanding count.
Directors elected including Nathaniel Bradley; BPM LLP ratified as auditor for fiscal year 2025.
Approval threshold for issuance over 20% of outstanding shares passed with 60.7M for, 2.0M against.

item 1.01 item 2.01 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Datavault AI Inc.: Increased authorized shares of capital stock from 320,000,000 to 2,020,000,000 shares, with 2,000,000,000 shares classified as common stock (effective 2025-11-24).

Change: charter amendment
Effective: 2025-11-24

Exact text from the filing

On November 24, 2025, at the Annual Meeting, the stockholders of the Company voted to approve an amendment to the Company’s certificate of incorporation, as amended (“Certificate of Incorporation”), to increase the number of authorized shares of capital stock that the Company may issue from 320,000,000 shares to 2,020,000,000 shares, of which 2,000,000,000 shares are classified as common stock, par value $0.0001 per share (the “Charter Amendment”), which was filed with the Secretary of State of the State of Delaware the same day.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Datavault AI Inc. entered into Securities Purchase Agreement with Scilex Holding Company valued at $150,000,000 (effective 2025-09-25).

Action: entry
Agreement: equity purchase
Counterparty: Scilex Holding Company
Value: $150,000,000
Effective: 2025-09-25

Exact text from the filing

As previously disclosed, on September 25, 2025, Datavault AI Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Scilex Holding Company, a Delaware corporation (the “Purchaser”), pursuant to which the Purchaser agreed to purchase from the Company in a registered offering, (a) 15,000,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (“Common Stock”), and (b) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 263,914,094 shares (the “Pre-Funded Warrant Shares”) of Common Stock, for an aggregate purchase price of $150,000,000 in the native currency of the Bitcoin blockchain (“BTC”), which was valued at the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the Initial Closing Date, or September 25, 2025.

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Datavault AI Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-116464

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