tm265605-7_424b5 - none

424B5 1 tm265605-7_424b5.htm 424B5 tm265605-7_424b5 - none - 4.9687375s

Filed pursuant to Rule 424(b)(5)
Registration No. 333-294502

Prospectus Supplement
(to Prospectus dated March 25, 2026)

75,942,666 Shares of Common Stock

We are offering an aggregate of 75,942,666 shares (the “Offered Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to this prospectus supplement, the accompanying base prospectus and that certain subscription agreement, dated April 16, 2026 (the “Subscription Agreement”), by and between us and Vivasor, Inc. (“Vivasor”). Pursuant to the Subscription Agreement, Vivasor issued and sold to us 8,163,265 of its Series A Common Stock (the “Vivasor Shares”) at a price of $6.125 per share, for an aggregate purchase price of $50 million. The Offered Shares are being issued as consideration for the purchase of the Vivasor Shares.

Because the Offered Shares offered by this prospectus supplement will be issued only as consideration to Vivasor in respect of the Vivasor Shares, we will not receive any proceeds from this offering. We are not paying underwriting discounts or commissions, nor are we utilizing the services of any placement agent for this offering. No underwriter or other person has been engaged to facilitate this issuance of the Offered Shares.

We will pay all of our expenses in connection with the registration, offering, and issuance of the Offered Shares pursuant to the Subscription Agreement.

Our Common Stock is listed on the Nasdaq Capital Market, under the symbol “DVLT.” On April 22, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.76 per share.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information,” and any amendments or supplements carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “Risk Factors” on page S-3 of this prospectus supplement and under similar headings in the documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the Offered Shares being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about April 23, 2026.

The date of this prospectus supplement is April 16, 2026

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		S-iii
INDUSTRY AND MARKET DATA		S-iv
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-2
RISK FACTORS		S-3
USE OF PROCEEDS		S-4
DESCRIPTION OF SECURITIES THAT WE ARE OFFERING		S-5
PLAN OF DISTRIBUTION		S-6
LEGAL MATTERS		S-7
EXPERTS		S-7
WHERE YOU CAN FIND MORE INFORMATION		S-7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-8

	Page
ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		3
RISK FACTORS		4
USE OF PROCEEDS		5
THE SECURITIES WE MAY OFFER		6
DESCRIPTION OF CAPITAL STOCK		7
DESCRIPTION OF DEBT SECURITIES		11
DESCRIPTION OF WARRANTS		20
DESCRIPTION OF RIGHTS		21
DESCRIPTION OF UNITS		22
PLAN OF DISTRIBUTION		23
LEGAL MATTERS		26
EXPERTS		26
WHERE YOU CAN FIND MORE INFORMATION		26
INCORPORATION OF DOCUMENTS BY REFERENCE		27

SEC Form 424B5 filed by Datavault AI Inc.