Datavault AI to issue unregistered shares to EOS Holdings for earnout payments under Nasdaq 19.99% cap
DVLT•Issuance terms and pricing
Shares issued in an unregistered private placement under Securities Act Section 4(a)(2); resale restricted without registration or an exemption.
The share count will be set by the 5-day VWAP before the payment due date; the earnout for the period ended Dec. 31, 2025 is priced at $0.61.
Issuance cap and cash settlement provisions
Issuance is capped at 19.99% of shares outstanding at signing; any excess earnout amount will be paid in cash.
A resale registration statement is due within 14 days of each issuance; EOS can force cash settlement if it is not effective within 90 days.
Letter agreement allows earnout payments in stock
Datavault AI entered a letter agreement on July 29, 2026 allowing EOS Holdings to take earnout payments in common stock.
