tm2618216-1_424b5 - none

424B5 1 tm2618216-1_424b5.htm 424B5 tm2618216-1_424b5 - none - 4.1447014s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294502

PROSPECTUS SUPPLEMENT
(to Prospectus dated March 25, 2026)

Warrants to Purchase up to 2,727,272 Shares of Common Stock

We are offering warrants (the “Participation Warrants”) to purchase up to 2,727,272 shares of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to this prospectus supplement, the accompanying prospectus and that certain letter agreement, dated May 26, 2026 (the “Maxim Letter Agreement”), by and between us and Maxim Group LLC (“Maxim”). The Participation Warrants are being issued in connection with the settlement of certain matters between us and Maxim and in consideration of Maxim’s waiver of its right of participation with respect to the ROFR Transaction (as defined below) under Section 2(a)(vi) of that certain equity distribution agreement, dated July 21, 2025 (the “Equity Distribution Agreement”), by and between us and Maxim. Pursuant to the Maxim Letter Agreement, we have agreed to: (i) issue to Maxim, or its designees, the Participation Warrants; (ii) pay Maxim a cash fee of $1,050,000; (iii) retain Maxim to act as co-sales agent in connection with our next at-the-market offering (the “Future ATM Offering”), in which we have agreed to pay Maxim a cash fee equal to three percent (3%) of the gross proceeds of each sale of securities in the Future ATM Offering; and (iv) include Maxim as dealer manager and/or sales agent in any registration statement, prospectus supplement or other filing made in connection with the Future ATM Offering. We are also offering by this prospectus supplement and the accompanying prospectus an aggregate of 2,727,272 shares of our Common Stock issuable from time to time upon exercise of the Participation Warrants.

Because the Participation Warrants offered by this prospectus supplement and the accompanying prospectus will be issued only as consideration to Maxim pursuant to the terms of the Maxim Letter Agreement, 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 Participation Warrants.

We will pay all of our expenses in connection with the registration, offering and issuance of the Participation Warrants, and the shares of our Common Stock issuable from time to time upon exercise of the Participation Warrants, pursuant to the Maxim Letter Agreement.

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 June 18, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.40 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-5 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.

Delivery of the Participation Warrants being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about June 22, 2026. The Participation Warrants will be delivered to Maxim, or its designees, in certificated form.

The date of this prospectus supplement is June 22, 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iii
INDUSTRY AND MARKET DATA		S-iv
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-3
RISK FACTORS		S-5
USE OF PROCEEDS		S-9
DIVIDEND POLICY		S-10
DESCRIPTION OF SECURITIES OFFERED		S-11
PLAN OF DISTRIBUTION		S-12
LEGAL MATTERS		S-13
EXPERTS		S-13
WHERE YOU CAN FIND MORE INFORMATION		S-13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-14

	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.