v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
NYIAX Bridge Loan Guarantee
On July 17, 2026, subsequent to the reporting period, the Company entered into a Guarantee Bridge Loan Agreement with Abri Capital LTD. and NYIAX, Inc. in connection with the pending acquisition of NYIAX. Under the agreement, the Company serves as guarantor of a short-term bridge loan facility providing NYIAX with borrowings of up to $0.8 million. The proceeds of the facility are intended to fund transaction-related expenses, legal and regulatory costs, employee obligations, and working capital requirements associated with the proposed merger. Amounts borrowed under the facility bear interest at 13% per annum, are issued at a 10% original issue discount, and mature on September 11, 2026, unless earlier repaid upon the closing of the proposed merger, at which time all outstanding principal and accrued interest become due within three days. The Bridge Loan Agreement contains customary representations, warranties, covenants, and events of default. The guarantee and related financing arrangement are subject to customary funding conditions. As of the date these condensed consolidated financial statements were issued, the proposed merger had not been completed.
EOS Technology Holdings
On July 29, 2026, subsequent to the reporting period, the Company entered into a letter agreement with EOS Technology Holdings Inc. amending certain terms of the Earnout Agreement dated December 31, 2024. Under the letter agreement, EOS Technology Holdings Inc. may elect, in its sole discretion, to receive all or a portion of future earnout payments in shares of the Company's common stock in lieu of cash. Shares issued pursuant to such elections will generally be valued based on the volume-weighted average price of the Company's common stock for the five
consecutive trading days immediately preceding the applicable payment due date, subject to certain specified terms. The issuance of shares under the letter agreement is subject to an exchange cap equal to 19.99% of the Company's outstanding common stock as of the date of the agreement, unless stockholder approval or another applicable Nasdaq exception is obtained. Any earnout payments that cannot be satisfied with shares due to the exchange cap will continue to be settled in cash. The Company also agreed to file registration statements covering the resale of shares issued pursuant to the agreement, subject to the terms and limitations set forth therein. The Company is evaluating the accounting implications of the amendment to the Earnout Agreement, including its impact, if any, on the related earnout liability.
CyberCatch Acquisition
On August 14, 2026, the Company entered into a definitive agreement to acquire 100% of the issued and outstanding common shares of CyberCatch Holdings, Inc. (“CyberCatch”), a provider of AI-enabled cybersecurity compliance and cyber risk mitigation solutions, in an all-cash transaction structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the agreement, the Company will acquire approximately 26.8 million outstanding common shares of CyberCatch for aggregate cash consideration of approximately $86.2 million, or $3.22 per share. Outstanding dilutive securities of CyberCatch will be exchanged on a cashless-exercise basis. The transaction is subject to customary closing conditions, including approval by CyberCatch shareholders, court approval of the plan of arrangement, applicable stock exchange and regulatory approvals, and other customary closing conditions. Upon completion of the transaction, CyberCatch is expected to become a wholly owned subsidiary of the Company. As the transaction had not closed as of the date the financial statements were issued, the Company has not recorded the acquisition in the accompanying financial statements. In connection with the transaction, the Company is also obligated to provide CyberCatch with an additional bridge loan of $0.5 million within seven days following execution of the definitive agreement.
August 2026 Offering
On August 18, 2026, the Company entered into the Securities Purchase Agreement for the issuance and sale of convertible promissory notes with an aggregate principal value of $25.0 million (the "August Convertible Promissory Notes"), with up to $25.0 million in aggregate principal amount of additional convertible promissory notes (the "Additional August Convertible Promissory Notes") issuable from time to time upon exercise of the Reinvestment Right (as defined below). In addition, the Company is issuing 15,000,000 shares of common stock, to be used as pre-delivery shares (the "Pre-Delivery Shares"). The August Convertible Promissory Notes and the Additional August Convertible Promissory Notes are convertible into shares of common stock. The August Convertible Promissory Note and Additional August Convertible Promissory Notes bears simple interest at a rate of 8% per annum and has no original issue discount with a term of 30 months. The investor may convert all or any part of the outstanding balance of any August Convertible Promissory Note or Additional August Convertible Promissory Note, at a fixed conversion price of $1.55 per share, into shares of the Company's common stock.
The investor has the right (the “Reinvestment Right”), but not the obligation, to invest up to $25.0 million in Additional Convertible Promissory Notes on the same terms and conditions as the August Convertible Promissory Note at any time during the 12-month period following August 18, 2026 (the “Closing Date”). Any August Convertible Promissory Notes issued pursuant to the Reinvestment Right will have new 30-month maturity periods from their respective issuance dates. In addition to the conversion rights described above, the August Convertible Promissory Note grants the investor additional conversion rights that permit it to convert specified portions of the August Convertible Promissory Note at a variable market price.
In addition to the fixed-price conversion right described above, the August Convertible Promissory Note grants the investor the right to convert at a variable market price (each, a "Market Price Conversion"). For each Market Price Conversion, the number of conversion shares issuable equals the conversion amount divided by the market price, where "Market Price" means 92% of the lowest daily VWAP of the Company's common stock during the seven (7) trading day period immediately preceding the applicable conversion date. Each conversion amount includes make-whole interest calculated as if the converted amount had been held to maturity. The Market Price Conversion rights are
structured as follows: Limited market price conversion (the "Limited Market Price Conversions"). During the period beginning September 1, 2026 and ending December 31, 2026, if a Limited Redemption Event (defined below) occurs, the investor may submit a conversion notice to effect a Market Price Conversion during the applicable limited redemption window. A "Limited Redemption Event" occurs on any trading day on which the Company's common stock trades at a price at least 5% greater than the Nasdaq minimum price for such trading day. A "Limited Redemption Window" begins on the date a Limited Redemption Event occurs and ends five (5) Trading Days later, and more than one Limited Redemption Window may be open at the same time. The amount the investor may convert pursuant to any such Conversion is capped at the maximum limited conversion amount, which equals 10% of the cumulative daily dollar trading volume of the Company's common stock on the trading day on which the Limited Redemption Event occurs, plus make-whole interest.
The unrestricted market price conversions (the "Unrestricted Market Price Conversions") begins January 1, 2027 and continues until the August Convertible Promissory Note has been repaid in full, and allows the investor to submit a conversion notice to convert all or any portion of the outstanding balance of the August Convertible Promissory Note at the market price, without regard to the limited redemption event condition or the maximum limited conversion amount cap.
NYIAX Acquisition
On August 19, 2026, the Company completed its acquisition of NYIAX, Inc. (“NYIAX”), a provider of blockchain-enabled exchange and contract management technology, through the merger of a wholly owned subsidiary of the Company with and into NYIAX, with NYIAX surviving the merger as a wholly owned subsidiary of the Company. The Company issued approximately 78,947,368 shares of its common stock in connection with the acquisition, with an estimated fair value of approximately $30.8 million based on the closing price of the Company’s common stock immediately preceding the acquisition date. The Company is currently evaluating the accounting for the acquisition in accordance with ASC 805, Business Combinations. As the acquisition was completed subsequent to June 30, 2026, the transaction has not been reflected in the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2026. The initial accounting for the business combination, including the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed, has not yet been completed.
BankWyse Acquisition
On August 19, 2026, the Company entered into a definitive agreement to acquire BankWyse, a Wyoming-chartered Special Purpose Depository Institution that provides digital asset custody, commercial banking and related services. The acquisition is subject to regulatory approval and other customary closing conditions, including approvals associated with the change of control of BankWyse and its continued operation under its Wyoming Special Purpose Depository Institution charter. The merger consideration is $22 million, consisting of approximately $14.7 million in DVLT common stock and $7.3 million in cash, plus contingent earnout consideration of up to $10 million. Upon completion of the transaction, BankWyse is expected to become a wholly owned subsidiary of the Company. As the transaction had not closed as of the date the financial statements were issued, the Company has not recorded the acquisition in the accompanying condensed consolidated financial statements.
AP Cyber Warrant
On July 22, 2026, the Company issued a warrant to AP Cyber LLC (“AP Cyber”) as partial consideration for services to be provided pursuant to a mutual services agreement entered into between the Company and AP Cyber on July 16, 2026. The warrant provides AP Cyber with the right to purchase up to 24,000,000 shares of the Company’s common stock at an initial exercise price of $0.40 per share, subject to adjustment in accordance with the terms of the warrant. The warrant expires on July 22, 2036. The warrant becomes exercisable based upon the achievement of specified sales thresholds for Qestral Coin. One-third of the warrant shares become exercisable when net proceeds from sales of Qestral Coin equal or exceed $100 million, one-half of the warrant shares become exercisable when net proceeds equal or exceed $1 billion, and all warrant shares become exercisable when net proceeds equal or exceed $2.5 billion.