Datavault AI Signs Definitive Deal to Buy CyberCatch for $94.5 Million Cash, and the Release Flags Its Own Financing Risk

by Maya Okafor · August 18, 2026

Deals & Listings Reporter, The SmallCap Signal

Nearly five hours after Monday's closing bell, CyberCatch Holdings Inc. (TSXV: CYBE; OTCQB: CYBHF) put out the document that turns a three-day-old announcement into a binding one. In a release timestamped 8:41 p.m. EDT on August 17, the Vancouver- and San Diego-based cybersecurity software company said it had signed a definitive arrangement agreement under which Datavault AI Inc. (Nasdaq: DVLT) will acquire it in an all-cash transaction valued at USD $94,500,000.

The deal is structured as a court-approved plan of arrangement under the British Columbia Business Corporations Act. According to CyberCatch's Monday release, closing requires approval from the Supreme Court of British Columbia, a two-thirds majority vote of CyberCatch shareholders and securityholders, clearance from the TSX Venture Exchange, and customary conditions. A management information circular describing the arrangement and its risks is anticipated in the early September 2026 timeframe, with the vote to follow.

The per-share figure moved between the two announcements, and the reason is worth pinning down. Datavault AI's own August 14 release described the transaction as USD $3.53 per share for approximately 26.8 million common shares. Monday's definitive-agreement release from CyberCatch instead describes the $94.5 million as an amount that, in the company's words, "after adjusting for all outstanding dilutive securities of CyberCatch on a cashless-exercise basis, transaction expenses and liabilities, is equal to approximately USD $3.22 per CyberCatch Share." The aggregate is unchanged; the net figure available to common holders is lower once options, warrants and deal costs are absorbed.

The most consequential sentence in the release is one that most merger announcements bury or omit. Listing what could go wrong, CyberCatch wrote that the transaction is subject to risks and uncertainties including "the acquiror's financing resources to fund the transaction by the time of closing." That is a target company telling its own shareholders, in the signing announcement, that the buyer's ability to produce the cash is an open item.

There is a reason it reads that way. Datavault AI's most recent quarterly report, filed May 15, 2026 for the three months ended March 31, showed $2.2 million in cash and cash equivalents, a net loss attributable to common stockholders of $53.1 million, and $8.7 million of net cash used in operating activities, on quarterly revenue of $3.4 million. The balance sheet also carried $3.4 million of convertible notes. Nothing in Monday's release — and nothing in Datavault AI's own August 14 announcement — identifies a committed financing facility, a commitment letter, a lender, or an equity backstop for the $94.5 million purchase price.

The scale of the commitment relative to the buyer is unusual. StockAnalysis showed Datavault AI's shares at $0.3180 at the August 14 close, giving a market capitalization of roughly $272 million on 855.56 million shares outstanding, against a 52-week range of $0.2512 to $4.1000. That is the most recent quote the page carried when checked; it is two sessions old and predates Monday's announcement entirely. On those figures the purchase price equals roughly 35% of the acquirer's entire equity value, to be paid in cash by a company that reported single-digit millions of cash on hand at quarter-end.

Share count is its own data point. Datavault AI reported 617.8 million shares outstanding as of March 31; StockAnalysis showed 855.56 million by mid-August. That is roughly 238 million additional shares in under five months, which gives some indication of how the company has been funding itself. Whether the same channel can produce $94.5 million at a sub-$0.35 share price is not addressed in any document released Monday.

Datavault AI is also working against a listing deadline. Per a February 27 filing summarized by Investing.com, the company received a Nasdaq notice dated February 24, 2026 for non-compliance with Listing Rule 5550(a)(2), the $1.00 minimum bid price requirement, after 30 consecutive business days below the threshold. The 180-day compliance period expires August 24, 2026 — next Monday. The company may qualify for a second 180-day period if it meets other listing standards and notifies Nasdaq of its intent to cure, which the filing noted could include a reverse stock split.

CyberCatch itself is small even by microcap standards. Its platform uses generative AI to verify that security controls are actually implemented and produces what the company calls a Cyber Hygiene Score, alongside agentic AI that runs continuous threat-actor simulation to generate a Cyber Breach Score. Controls are mapped to NIST CSF 2.0, NIST 800-171, CMMC 2.0, ISO 27001, HIPAA and PCI DSS. The company also holds a patented multi-authority attribute-based encryption technology, MARS-MABE, which it says it is converting for quantum resistance.

The financials are thin. StockAnalysis data show fiscal 2025 revenue of CAD $403,571, down about 38% year over year, with net losses widening roughly 64% to CAD $5.61 million. There are 26.77 million shares outstanding. The TSXV-listed stock was quoted at CAD $1.41 on July 9, 2026 against a 52-week range of CAD $0.80 to CAD $7.00, and the OTCQB line was at USD $0.82 on July 7. Both quotes are weeks stale, which is itself a fair description of how thinly this security trades — investors should not assume a reliable market price exists at either venue.

Against those reference points, USD $3.22 per share in cash sits well above the last quoted price at either venue — though both of those quotes are from July and therefore post-date, rather than precede, the public disclosure of Datavault's interest, so they do not describe an undisturbed price. Neither company disclosed a stated premium. Monday's transaction also supersedes an earlier structure: the two companies announced a binding letter of intent on May 1, 2026 under which Datavault AI would have issued approximately 49.9 million newly issued shares of its own stock for CyberCatch's roughly 26.8 million shares, at a stated CAD $5.11 per CyberCatch share. That was an all-stock deal quoted in Canadian dollars; Monday's is all cash and quoted in US dollars.

The deal-protection terms run one direction. CyberCatch disclosed a termination fee of USD $4,016,250 plus expense reimbursement of up to USD $1,000,000 payable to Datavault AI if the transaction is terminated in certain circumstances. The release does not disclose any reciprocal fee payable by Datavault if it fails to close. Datavault has also agreed to lend CyberCatch USD $500,000 as a bridge loan to fund transaction and operating expenses before closing; the loan bears interest at 5% per annum and is secured against all of CyberCatch's personal property.

Both boards unanimously approved the arrangement. CyberCatch said its board received a verbal fairness opinion from Evans & Evans Inc. concluding the arrangement is fair to CyberCatch securityholders. Founder, chairman and chief executive Sai Huda is to serve as president of the CyberCatch subsidiary after closing; its board and advisory ranks have included former Homeland Security Secretary Tom Ridge, former DARPA director Dr. Marv Langston, and former Navy commander Scott Tait.

Datavault AI chief executive Nathaniel T. Bradley used Monday's release to say the acquisition would accelerate work already under way and position his company's AI platform to win US government and corporate contracts, ending with the line that "data monetization is only possible when data is secure, valued and scored." Huda, in the same release, said the two companies' combined expertise and solutions "will deliver tremendous value to customers as well as grow shareholder value." In the August 14 announcement, Bradley framed the logic more bluntly: "Cybersecurity is no longer a separate stack from data and AI. It is the precondition for both."

Datavault AI is separately defending securities litigation. A putative class action brought on behalf of purchasers between September 4, 2024 and October 30, 2025 carries a lead plaintiff deadline of October 5, 2026. According to a plaintiffs' firm notice, the complaint alleges that the economic value to Datavault AI of various corporate partnerships was overstated, that trading activity on the company's platform was minimal and had likewise been overstated, and that the company had undisclosed connections with an individual the complaint describes as a convicted felon. Those are allegations in a civil complaint and nothing more: they have not been tested in court, no findings have been made against Datavault AI or against any individual named or referred to in the complaint, and the company has not been found liable. The class period ends the day before an October 31, 2025 Wolfpack Research short report; the same notice says the stock fell $0.49, or 19.44%, to close at $2.03 on October 31, 2025.

Three dates now matter in sequence. Datavault AI reports second-quarter results before the open on Wednesday, August 19, with a call at 8:30 a.m. ET featuring Bradley and chief financial officer Brett Moyer — the first scheduled opportunity for management to explain the funding plan. The Nasdaq bid-price compliance period runs out August 24. The CyberCatch circular is expected in early September, with the vote after that. Until the circular lands, the signed agreement establishes a price and a process; it does not establish that the cash exists. Both companies are small, unprofitable and thinly traded, and the arrangement can be terminated without either party ever producing the $94.5 million.