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424B5 1 tm2613444-1_424b5.htm 424B5 tm2613444-1_424b5 - none - 6.4254995s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294502

PROSPECTUS SUPPLEMENT
(to Prospectus dated March 25, 2026)

Datavault AI Inc.

109,090,910 Shares of Common Stock

We are offering 109,090,910 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), in a registered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus.

Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners”), has agreed to serve as sole placement agent (the “Placement Agent”) in connection with this offering. See “Plan of Distribution” beginning on page S-24 of this prospectus supplement for more information.

We are also offering by this prospectus supplement and the accompanying prospectus the Placement Agent Warrants (as defined below) and the shares of our Common Stock issuable from time to time upon exercise of the Placement Agent Warrants.

We are a “smaller reporting company” under applicable U.S. Securities and Exchange Commission (the “SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirements in this prospectus supplement and future filings. See the section titled “Prospectus Supplement Summary — Implications of Being a Smaller Reporting Company.”

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DVLT.” On May 1, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.74 per share.

You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, 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-9 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 SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share			Total
Offering price		$	0.550		$	60,000,000.50
Placement agent fees(1)		$	0.039		$	4,200,000.04
Proceeds to Datavault AI Inc., before expenses(2)		$	0.512		$	55,800,000.47

(1)

We have agreed to reimburse the Placement Agent for certain expenses. Does not include additional items of compensation payable to the Placement Agent, including the Placement Agent Warrants. See the section titled “Plan of Distribution” for a description of the compensation payable to the Placement Agent.

(2)

The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise of the Placement Agent Warrants.

Delivery of the Shares and the Placement Agent Warrants is expected to be made on or about May 5, 2026, subject to the satisfaction of customary closing conditions. The Shares will be settled via The Depository Trust Company. The Placement Agent Warrants will be delivered to the Placement Agent in certificated form.

Sole Placement Agent

Titan Partners
a division of American Capital Partners

The date of this prospectus supplement is May 3, 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-4
RISK FACTORS		S-9
USE OF PROCEEDS		S-14
DIVIDEND POLICY		S-14
CAPITALIZATION		S-15
DILUTION		S-16
DESCRIPTION OF SECURITIES OFFERED		S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		S-19
PLAN OF DISTRIBUTION		S-24
LEGAL MATTERS		S-27
EXPERTS		S-27
WHERE YOU CAN FIND MORE INFORMATION		S-27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-28

	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

	As of December 31, 2025
	Actual			Pro Forma			Pro Forma As Adjusted (after giving effect to the offering)
	(unaudited)
Total assets		$	274,704			369,691			425,261
Total liabilities			36,730			36,730			36,730
Stockholders’ equity
Common stock, par value $0.0001; 2,000,000,000 shares authorized; 573,438,153 shares issued and outstanding as of December 31, 2025		$	59.00			71			82
Additional paid-in capital			615,360			711,354			766,913
Accumulated deficit			(377,445)			(378,464)			(378,464)
Total stockholders’ equity		$	237,974.00		$	332,961		$	388,531
Total liabilities and stockholders’ equity		$	274,704.00		$	369,691		$	425,261

Offering price per share			$	0.55
Net tangible book value per share as of December 31, 2025	$	0.22
Increase in net tangible book value per share attributable to the issuance of an aggregate of 173,032,932 shares of our Common Stock after December 31, 2025 and on or prior to April 30, 2026 (as described above)		0.01
Pro forma net tangible book value per share as of December 31, 2025				0.27
Increase in pro forma net tangible book value per share attributable to this offering		0.03
Pro forma as adjusted net tangible book value per share, after giving effect to this offering				0.30
Dilution per share to investors in this offering			$	0.25

SEC Form 424B5 filed by Datavault AI Inc.