Datavault AI Inc. (NasdaqCM:DVLT) entered into a share exchange agreement to acquire a %5.52 stake in NYIAX, Inc. for $4.5 million on March 16, 2025. The consideration consists of 5 million common equity of Datavault AI Inc. to be issued for common equity of NYIAX, Inc. Pursuant to the Exchange Agreement, as full consideration for the sale, assignment, transfer and delivery of the Shares by NYIAX to Datavault, and upon the terms and subject to all of the conditions contained in the Exchange Agreement, Datavault shall issue to NYIAX (i) 3,000,000 newly issued, fully paid and nonassessable shares of Datavault Common Stock. The Closing Shares shall be issued in four equal quarterly tranches starting from the closing.
(ii) 2,000,000 newly issued, fully paid and nonassessable shares of Datavault Common Stock, upon the completion of a complete advertising cycle for a third-party clientele, and upon the parties? mutual written agreement that the Adio Platform has been integrated into the NYIAX Platform upon completion of the advertising cycle. The Additional Shares shall be issued within thirty days from the completion of the integration.
Joseph E. Segilia of Sullivan & Worcester LLP acted as legal advisor to Datavault AI Inc. Joel D. Mayersohn of Dickinson Wright PLLC acted as legal advisor to NYIAX, Inc.
