SCHEDULE 13D: NYIAX, Inc. Discloses 5.1% Stake in Datavault AI Inc. Through Strategic Agreements

NYIAX, Inc. has filed a Schedule 13D, revealing a 5.1% beneficial ownership stake in Datavault AI Inc. through a series of share exchange, licensing, and software development agreements.

Summary

• NYIAX, Inc. now beneficially owns 3,280,000 shares of Datavault AI Inc. Common Stock, representing 5.1% of the outstanding shares.
• This ownership stems from two primary agreements dated March 16, 2025: a Share Exchange Agreement and a White Label, Co-Marketing and Intellectual Property Cross-License Agreement.
• Under the Exchange Agreement, Datavault AI Inc. will issue up to 5,000,000 shares to NYIAX in exchange for 900,000 shares of NYIAX common stock.
• The 5,000,000 shares include 3,000,000 "Closing Shares" issued in four equal quarterly tranches of 750,000, starting March 16, 2025, and up to 2,000,000 "Additional Shares" contingent on certain conditions.
• The License Agreement resulted in Datavault AI Inc. issuing 2,530,000 shares to NYIAX on March 16, 2025, in exchange for a non-exclusive license to NYIAX's proprietary software-as-a-service advertising brokerage platform and other IP.
• In return for rights granted to NYIAX under the License Agreement, NYIAX will pay Datavault AI Inc. a $2,500,000 convertible note, accruing interest at 4% per annum, due on March 16, 2026, and convertible at $2.00 per share upon NYIAX's IPO or maturity.
• A Software Development Agreement was also entered into, where NYIAX engaged Datavault AI Inc. for software development and professional services.

Sentiment

Score: 7

Explanation: The document describes a strategic investment and partnership, indicating positive collaboration and growth potential for both entities. While there are financial obligations for NYIAX, they are part of a broader strategic move. The tone is factual and outlines a planned transaction.

Positives

• NYIAX has established a significant strategic partnership with Datavault AI Inc., acquiring a 5.1% stake.
• The agreements involve cross-licensing of intellectual property, potentially enhancing both companies' technological capabilities.
• NYIAX gains access to Datavault AI's patent rights, know-how, and trademarks.
• Datavault AI gains a non-exclusive license to white label NYIAX's proprietary software-as-a-service advertising brokerage platform, potentially expanding its service offerings.
• NYIAX has the potential to acquire up to an additional 2,000,000 shares of Datavault AI Inc. common stock based on certain conditions.

Negatives

• NYIAX issued 900,000 shares of its own common stock as part of the Exchange Agreement.
• NYIAX is obligated to pay a $2,500,000 convertible note to Datavault AI Inc., accruing 4% interest annually.

Risks

• The issuance of up to 2,000,000 "Additional Shares" under the Exchange Agreement is subject to the completion of certain conditions, meaning they are not guaranteed.
• The $2,500,000 Convertible Note issued by NYIAX to Datavault AI Inc. carries a 4% annual interest rate and will automatically convert at $2.00 per share upon NYIAX's IPO or maturity, potentially impacting NYIAX's future capitalization.
• NYIAX's future investment strategy regarding Datavault AI Inc. shares is flexible, allowing for potential acquisitions or dispositions based on market conditions, which could introduce volatility.

Future Outlook

NYIAX, Inc. intends to continuously evaluate its investment in Datavault AI Inc. and may acquire additional common stock in the open market or privately, or dispose of its holdings, based on market conditions and its best interests. There are no current plans for extraordinary corporate transactions, changes in management or capitalization, or other material changes to Datavault AI's business or corporate structure.

Management Comments

• NYIAX, Inc. intends to evaluate on an ongoing basis the investment in the Issuer and their options with respect to such investment.

Industry Context

This filing indicates a strategic partnership and investment between two technology companies: NYIAX, a financial trading platform technology company, and Datavault AI Inc., an AI company. The cross-licensing and white-label agreements suggest a move towards integrating advertising brokerage platforms with AI capabilities, potentially leveraging data and automation for enhanced ad trading. This aligns with broader industry trends of consolidation, strategic alliances, and the increasing integration of AI and data analytics in advertising technology and financial platforms.

Comparison to Industry Standards

• The 5.1% stake acquired by NYIAX is a significant minority stake, typical for strategic partnerships aimed at collaboration rather than outright acquisition.
• The use of share exchanges and convertible notes as consideration is a common method for technology companies to structure deals, especially when cash flow might be constrained or when valuing intellectual property and future collaboration.
• Cross-licensing agreements are standard in tech industries to leverage complementary intellectual property without full acquisition, fostering innovation and market reach.
• The convertible note's 4% interest rate and $2.00 conversion price would need to be compared to prevailing market rates and the current valuation of NYIAX (if public) or similar private companies to assess its favorability. Without specific comparable companies or projects mentioned, a detailed assessment is limited.

Stakeholder Impact

• Shareholders (Datavault AI Inc.): Potential dilution from new share issuances to NYIAX, but also potential benefits from strategic partnership, intellectual property licensing, and software development.
• Shareholders (NYIAX, Inc.): Potential dilution from issuing 900,000 shares of its own stock, but also potential benefits from acquiring a strategic stake in Datavault AI, cross-licensing IP, and receiving a convertible note.
• Customers (Datavault AI Inc. & NYIAX, Inc.): Potential for enhanced product offerings and services through the white-labeling of NYIAX's platform and software development by Datavault AI.

Next Steps

• Datavault AI Inc. to issue three more quarterly tranches of 750,000 shares to NYIAX on June 16, 2025, September 16, 2025, and December 16, 2025.
• Datavault AI Inc. to potentially issue up to 2,000,000 "Additional Shares" to NYIAX upon completion of certain conditions set forth in the Exchange Agreement.
• NYIAX, Inc. to pay interest on the $2,500,000 Convertible Note at 4% per annum.
• The Convertible Note will mature or convert by March 16, 2026, or earlier upon NYIAX's IPO.
• NYIAX and Datavault AI Inc. to proceed with software development under the Software Development Agreement.
• NYIAX and Datavault AI Inc. agreed to enter into certain lock-up agreements.
• NYIAX will continue to evaluate its investment in Datavault AI Inc. and may acquire or dispose of shares.

Key Dates

Keywords

NYIAX, Datavault AI, Schedule 13D, Share Exchange Agreement, License Agreement, Intellectual Property, Software-as-a-Service, SaaS, Convertible Note, Strategic Partnership, Beneficial Ownership, SEC Filing, Financial Trading Platform, Advertising Brokerage Platform