Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Chief Executive Officer and President
On November 6, 2026, the Board of Directors (the
“Board”) of Datavault AI Inc. (the “Company”) appointed Brett Moyer, previously the Company’s Chief
Financial Officer and a member of the Board, to serve as Chief Executive Officer and President of the Company, effective
immediately. In connection with his appointment, Mr. Moyer ceased serving as Chief Financial Officer of the Company.
Mr. Moyer, age 68, has served as Chief Financial Officer of the Company
since January 2025. Mr. Moyer previously served as President and Chief Executive Officer of the Company from August 2010 through December
31, 2024. Prior to joining the Company, Mr. Moyer served as President and Chief Executive Officer of Focus Enhancements, Inc. from 2002
to 2010.
There are no arrangements or understandings between Mr. Moyer and any
other person pursuant to which he was selected to serve as Chief Executive Officer and President. There are no family relationships between
Brett Moyer and any director or executive officer of the Company, and Mr. Moyer does not have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, there were no changes to Mr. Moyer’s
existing compensation or other employment arrangements.
Appointment
of Chief Financial Officer
On November 6, 2026, the Board appointed Stanley Mbugua, the Company’s
Chief Accounting Officer, to serve as Chief Financial Officer of the Company, effective immediately. In connection with his appointment,
Mr. Mbugua ceased serving as Chief Accounting Officer of the Company. Mr. Mbugua will serve as the Company’s principal financial
officer and will continue to serve as the Company’s principal accounting officer.
Mr. Mbugua, age 54, has served as Chief Accounting Officer of the Company
since November 2024 and previously served as Vice President of Finance of the Company beginning in September 2024. Prior to joining the
Company, Mr. Mbugua served as Chief Accounting Officer of Presto Automation, Inc. from March 2023 to September 2024 and as Chief Accounting
Officer of Skillz Inc. from September 2021 to March 2023.
There are no arrangements or understandings between Mr. Mbugua and
any other person pursuant to which he was selected to serve as Chief Financial Officer of the Company. There are no family relationships
between Mr. Mbugua and any director or executive officer of the Company, and Mr. Mbugua has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, there
were no changes to Mr. Mbugua’s existing compensation or other employment arrangements.
Appointment
of Chief Operating Officer
On November 6, 2026, the Board appointed Teresa Gallo to serve as Chief
Operating Officer of the Company, effective immediately.
Ms. Gallo, age 56, has served as Chief Executive Officer of NYIAX,
Inc. (“NYIAX”) since January 2024 and continued in that capacity following the Company’s acquisition of NYIAX in August
2026. Prior to joining NYIAX, Ms. Gallo founded a consulting firm that advised media and technology companies on data strategy, monetization
and digital marketplace transformation. She previously held senior executive positions at Interpublic Group of Companies, Inc., OpenX
and AOL.
There are no arrangements or understandings between Ms. Gallo and any
other person pursuant to which she was selected to serve as Chief Operating Officer. There are no family relationships between Ms. Gallo
and any director or executive officer of the Company. Except as described below, Ms. Gallo has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to that certain Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company, and NYIAX, Ms. Gallo is
entitled to receive shares of the Company’s common stock, par value $0.0001 per share, as earn-out consideration, as disclosed in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2026. The earn-out payment
is contingent upon the future performance of the Company and NYIAX, as set forth in the Merger Agreement.
In connection with Ms. Gallo’s appointment as Chief Operating
Officer, the Company expects to enter into a new employment agreement with Ms. Gallo, the terms of which have not yet been determined.
The Company also expects to enter into its standard form of indemnification agreement with Ms. Gallo.
Board Leadership
On November 6, 2026, the Board appointed Kimberly Briskey as Chair
of the Board, succeeding Mr. Moyer, Sri Peruvemba as Vice Chair of the Board, and Christopher R. Hardt as Chair of the Audit Committee,
succeeding Ms. Briskey. Mr. Moyer continues to serve as a member of the Board.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On November 6, 2026, the Company issued a press release
announcing the executive officer appointments described in Item 5.02 above and certain changes in the leadership of the Board and
its committees. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.