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Datavault AI Inc.

For the period ended Nov 24, 2025. Filed Oct 27, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 24, 2025 · Filed Oct 27, 2025

Use the contents to explore the available documents and sections.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO. __)

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Datavault AI Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

15268 NW Greenbrier Pkwy

Beaverton, OR 97006

(408) 627-4716

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on November 24, 2025

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K

are available at:

https://ir.datavaultsite.com/sec-filings/

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 24, 2025

To the Stockholders of Datavault AI Inc.:

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the “Annual Meeting”) of Datavault AI Inc., a Delaware corporation (the “Company” or “our”), will be held on November 24, 2025 at 1:00 p.m., Pacific Time, at the Company’s offices at 15268 NW Greenbrier Pkwy, Beaverton, Oregon 97006 for the following purposes:

1.To elect nine (9) members of the Company’s board of directors (the “Board”), each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal;
2.To consider and vote on a proposal to ratify the Board’s selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
3.To approve an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to increase the Company’s authorized shares of capital stock from 320,000,000 shares to 2,020,000,000 shares, of which 2,000,000,000 shares shall be common stock, par value $0.0001 per share (“Common Stock”);
4.To approve, for purposes of Rule 5635(a) and Rule 5635(b) of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of 20% or more of the outstanding shares of Common Stock issuable to Scilex Holding Company, a Delaware corporation (“Scilex”), under a pre-funded warrant (the “Pre-Funded Warrant”) to be issued to Scilex pursuant to the securities purchase agreement, dated September 25, 2025 (the “Purchase Agreement”), between Scilex and the Company; and
5.To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof.

Each of the foregoing proposals is more fully described in the proxy statement that is attached and made a part of this notice of Annual Meeting (the “Proxy Statement”). Only stockholders of record of Common Stock at the close of business on September 26, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders who are record or beneficial owners of shares of Common Stock as of the Record Date are cordially invited to attend the Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners of shares of Common Stock also must provide evidence of their holdings of such shares as of the Record Date, such as a recent brokerage account or bank statement.

Whether or not you expect to attend the Annual Meeting, it is important that your shares of Common Stock be represented and voted during the Annual Meeting. We urge you to promptly complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. You may also vote by proxy (i) via the Internet or (ii) by telephone using the instructions provided in the enclosed proxy card. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.

Beaverton, OregonBy Order of the Board of Directors,
October 27, 2025/s/ Nathaniel Bradley
Nathaniel Bradley
Director and Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY VOTE VIA INTERNET OR BY TELEPHONE, OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS1
Information Concerning the Proxy Materials and the Annual Meeting1
Voting Procedures and Vote Required2
Delivery of Documents to Stockholders Sharing an Address3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS6
ELECTION OF DIRECTORS (Proposal No.1)7
CORPORATE GOVERNANCE11
Board of Directors11
Director Independence11
Board Meetings and Attendance12
Annual Meeting Attendance12
Stockholder Communications with the Board12
Board Committees13
Family Relationships16
Involvement in Certain Legal Proceedings16
Director Nomination Procedures17
Leadership Structure of the Board17
Risk Oversight17
DIRECTOR COMPENSATION18
INFORMATION ABOUT OUR EXECUTIVE OFFICERS19
EXECUTIVE OFFICER COMPENSATION20
Summary Compensation Table for Fiscal Years 2024 and 202320
Executive Employment Agreements and Arrangements20
Other Compensation22
Pay versus Performance22
Outstanding Equity Awards as of December 31, 202424
Equity Incentive Plans25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS27
DELINQUENT SECTION 16(a) REPORTS30
AUDIT COMMITTEE REPORT31
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No.2)32
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm32
Vote Required and Recommendation33
APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY’S AUTHORIZED SHARES (Proposal No. 3)34
Form of the Share Increase Amendment34
Background for the Share Increase34
Purpose of the Share Increase Amendment34
Rights of Additional Authorized Shares35
Potential Adverse Effects of the Share Increase Amendment35
Potential Anti-Takeover Effects35
Appraisal or Dissenters’ Rights35
Effectiveness of Share Increase Amendment35
Executive Officer and Director Interest36
Vote Required and Recommendation of the Board36
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UNDER THE PRE-FUNDED WARRANT ISSUED TO SCILEX37
Summary37
Background37
Effect of Issuance of Additional Securities38
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval38
Additional Information38
Vote Required and Recommendation of the Board39
FUTURE STOCKHOLDER PROPOSALS40
EXPENSES AND SOLICITATION40
OTHER BUSINESS40
ADDITIONAL INFORMATION40
APPENDIX A - Proposed Amendment to the Certificate of Incorporation to Increase Authorized Shares of Capital StockA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.