お知らせ • Jul 18
Datavault AI Inc. (NasdaqCM:DVLT) agreed to acquire API Media Innovations, Inc. from David Reese and Frank Tomaino for $11 million.
Datavault AI Inc. (NasdaqCM:DVLT) agreed to acquire API Media Innovations, Inc. from David Reese and Frank Tomaino for $11 million on July 13, 2025. Datavault AI Inc. agreed to purchase from the Sellers all of the outstanding shares of common stock of API Media for an aggregate purchase price of (i) an amount in cash equal to $6,000,000, (ii) 5,117,188 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), and (iii) $2,000,000 payable in the aggregate in the form of convertible promissory notes by the Company to the Sellers (the “Notes”). The Notes shall be in a form agreed to among the Company and the Sellers and will payable in eight equal quarterly installments at the end of every three months following the closing of the purchase and sale of the API Shares (the “Closing”), with the final payment due on the second anniversary of the Closing. The Company has agreed to pay interest at the rate of ten percent (10%) per annum. At any time and at the Sellers’ option, the unpaid balance of the Notes shall be convertible to Common Stock, in increments of $250,000, at a price of $1.14 per share. Any unconverted balance of the Notes shall be paid in cash on the second anniversary of the Closing. In case of termination of transaction, Datavault AI Inc. will pay a termination fee of $1 million.
The obligations of each party to consummate the Proposed Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Proposed Transaction illegal, otherwise restraining or prohibiting consummation of the Proposed Transaction or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, API Media and sellers shall have received all consents, authorizations, orders and approvals, Datavault AI shall have filed an application for listing of additional shares with Nasdaq Capital Market and Nasdaq Capital Market shall have approved such listing of Datavault’s Common Stock on or prior to the Closing Date, API Media and sellers shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date, No action shall have been commenced against Datavault AI, any Seller or the Company, which would prevent the Closing, from the date of this agreement, there shall not have occurred any material adverse effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a material adverse effect, the ancillary documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Datavault AI, Datavault AI shall have received resignations of the directors and officers of the API Media, API Media shall have delivered to Datavault AI the estimated closing statement contemplated, API Media shall have delivered to Datavault AI the executed Payoff Letters, API Media shall have delivered to Datavault AI a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized, each seller shall have delivered a FIRPTA Certificate or an IRS Form W-9 to Datavault AI, API Media shall have delivered, or caused to be delivered, to Datavault AI certificates or book entry statements evidencing the shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required shares transfer tax stamps affixed and Datavault AI shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Company and each Seller, that each of the conditions set forth have been satisfied. The Closing is conditioned on Mr. Reese and Mr. Tomaino entering into and delivering to the Company a consulting agreement, the form of which shall be mutually agreed upon. Additionally, the Closing is conditioned on the Company completing one or more financings totaling a minimum of $10,000,000 in net proceeds. The Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations. If required by the applicable rules and regulations of the Nasdaq Capital Market, the Company will obtain a written consent of the Company’s stockholders to issue the shares of Common Stock to the Sellers and inform the stockholders of the Company of the receipt of the stockholder consent by preparing and filing with the U.S. Securities and Exchange Commission an information statement with respect thereto; provided, however, that in the event the Company is unable to obtain such prior written consent, then the Company shall organize a stockholders meeting and obtain such stockholders’ approval in a duly convened stockholders’ meeting. The deal has been approved by the board of directors of Datavault AI and API Media.
Jeffrey M. Rosenthal of Mandelbaum Barrett PC acted as legal advisor to API Media, David Reese and Frank Tomaino. David Danovitch and Joseph Segilia of Sullivan & Worcester LLP acted as legal advisors to Datavault AI Inc.