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1. What the Datavault AI Bitcoin filing disclosed
Datavault AI Inc. (Nasdaq: DVLT) said in a Form 8-K signed on October 26, 2026 that four sets of its previously issued financial statements should no longer be relied upon. The cause is Bitcoin (BTC) received from Scilex Holding Co. that the company has been unable to withdraw from the Biconomy exchange. Reported total assets will fall by as much as $92.2 million.
The filing falls under Item 4.02 of the SEC's current-report rules, the item companies use when they conclude that earlier financials contain errors serious enough to require a restatement. Datavault's Audit Committee and management reached that conclusion on October 20, 2026, and the report was signed six days later by Chief Financial Officer Brett Moyer.
Four documents are affected: the quarterly report for the period ended September 30, 2025, filed on November 14, 2025; the annual report for 2025, filed on March 18, 2026; the quarterly report for March 31, 2026, filed on May 15, 2026; and the quarterly report for June 30, 2026, filed on August 19, 2026. Earnings releases and investor presentations that relied on those statements are covered as well.
In practical terms, roughly a year of reported results can no longer be treated as accurate. Investors have no corrected figures yet, and the company has not said when restated filings will appear.
2. How did the Scilex Bitcoin deal work?
The deal dates to September 25, 2025, when Datavault signed an equity purchase agreement with Scilex, a company listed on Nasdaq under the ticker SCLX. Scilex agreed to acquire 15 million Datavault common shares along with a pre-funded warrant covering 263,914,094 additional shares. The total price was $150 million, payable in Bitcoin rather than cash.
The Bitcoin was priced at a spot rate of $112,915.52 per coin, which implied about 1,328.43 BTC. Because Scilex advanced some cash between signing and closing, the number of coins actually delivered was lower by 19.39 BTC. Scilex credited 1,309.04 BTC to Datavault's account at Biconomy on two dates, September 26 and November 25, 2025.
Those transfers were made off-chain, meaning they were bookkeeping entries inside the exchange's own system rather than transactions recorded on the Bitcoin blockchain. That distinction matters for everything that followed. An off-chain balance is a claim on the platform holding it, and it is worth only what the platform allows its customer to withdraw.
Datavault did turn part of the position into cash. Between September 26, 2025 and January 30, 2026, it sold 491.431 BTC back to Scilex, again off-chain, for about $40.5 million. Subtracting those coins from the amount credited leaves roughly 817.6 BTC that remains in the Biconomy wallet, a figure derived from the filing's numbers rather than stated in it.
3. Why can't Datavault withdraw its Bitcoin from Biconomy?
The filing does not explain why the withdrawal has stalled. It says only that in June 2026 the company asked to move Bitcoin from its Biconomy wallet to an external account, and that as of the filing the withdrawal has not been completed. Roughly four months have passed since that request.
Datavault has not said whether Biconomy has given a reason, set conditions or simply failed to respond, and it has not said when, or whether, the remaining coins will become accessible. Among the risks the company listed is reliance on a third-party custodian, along with the question of how cooperative Biconomy will be going forward.
The episode illustrates a basic distinction in digital asset custody. Holding Bitcoin in a private wallet whose keys the owner controls is different from holding a balance on an exchange, where the owner depends on the operator to honor withdrawals. A company can report the second kind of holding on its balance sheet, but it cannot spend it, pledge it or convert it unless the platform cooperates.
That gap is the core of the accounting problem. An asset that cannot be moved is hard to describe as the company's own liquid property, and Datavault has now concluded that the coins tied to the Scilex purchase should not have been recognized as a company digital asset at all.
4. What is a subscription receivable?
A subscription receivable is an amount an investor has agreed to pay for newly issued shares but has not yet paid in a form the company controls. Under the accounting guidance the filing cites, it is shown as a deduction within stockholders' equity instead of as an asset.
Datavault now plans to record the Scilex purchase that way. The 491.431 BTC sold back to Scilex for about $40.5 million in cash is treated as a payment that reduces what Scilex still owes, so the receivable shrinks as cash arrives. The restatement is also expected to reverse the gains and losses the company had recognized on its crypto holdings.
The change reframes the transaction. Instead of owning a large Bitcoin treasury acquired in exchange for shares, Datavault is described as holding a claim against Scilex for the unpaid portion of the price, with the Biconomy balance reclassified accordingly. The company flagged Scilex's creditworthiness and its ability to collect as additional risks.
5. How large is the restatement?
Datavault expects total assets to be lower in every affected period. The reductions it listed are $8.1 million at September 30, 2025; $92.2 million at December 31, 2025; $57.1 million at March 31, 2026; and $49.0 million at June 30, 2026.
The company stressed that these amounts are not final. The effects on the income statement, on cash flows and on the accompanying disclosures are still being determined, and it cautioned that more errors could surface during the restatement process, which could delay the corrected filings.
The reductions are not cumulative; each figure describes how much lower total assets would have been at that quarter-end date had the Bitcoin been treated as a receivable from the start. They therefore show how large the reclassified position was on each reporting date, rather than a loss that accumulated over time.
6. Why does a non-reliance notice matter to investors?
Item 4.02 notices are among the more serious disclosures a public company can make. Ordinary financial statements are the basis on which investors, lenders and analysts judge a business, and a formal statement that they should not be relied upon removes that foundation until corrected numbers are published. Companies generally have only a few business days to report such a conclusion once they reach it, which is why the notice often precedes any detail about the corrected figures.
For Datavault, the notice arrives alongside other facts about its business. The company positions itself around data and tokenization technology and owns the WiSA wireless audio portfolio, and it announced 13 US patent milestones for that portfolio at around the same time as the disclosure. Those operating developments sit apart from the Bitcoin question, but they now share an investor conversation with a balance-sheet issue that touches four reporting periods.
The disclosure also changes how outsiders can evaluate the company's liquidity. If Bitcoin that was thought to be available cannot be reached, the real cash and liquid resources are smaller than the earlier statements implied, and the amount of cash actually received from Scilex, about $40.5 million from the buy-back sales, becomes the more concrete measure of what the transaction delivered.
7. Going concern, controls and auditors
Beyond the numbers, the filing opens several broader questions. Management is reassessing its going-concern evaluation for fiscal 2025 and for the first quarter of 2026, looking at whether the Bitcoin balances should have been counted as available liquidity. The outcome has not been determined.
Management is also examining, under the oversight of the Audit Committee, whether the errors point to deficiencies in internal controls, including a possible material weakness. That review is incomplete, and earlier conclusions about the effectiveness of the company's controls may have to be revised.
The company said it discussed the matters with its current auditor, CBIZ CPAs P.C., and its former auditor, BPM LLP. Other risks it named include possible delays in filing the restated reports and the third-quarter 2026 quarterly report, compliance with Nasdaq's continued-listing standards, the need for financing, and the chance of litigation or regulatory inquiries.
Because the Bitcoin arrived through a transaction with another listed company, the reclassification may also draw attention to how Scilex accounted for its side of the deal, although the filing makes no statement about that.
8. What happens next for Datavault?
Datavault has set no date for its restated financial statements. Until they appear, investors lack reliable figures for the periods covered, and the company's timetable for the third-quarter 2026 report is itself in question.
The restated balance sheets will also show how much of the original $150 million purchase price has actually been converted into cash that the company controls, a figure that so far stands at about $40.5 million based on the buy-back sales described in the filing.
Datavault has also said the restatement itself may surface further errors, which is why the timing of corrected filings remains open. Investors tracking the company will be watching its next filings for revised totals, an update on the Biconomy request, any change in auditor commentary, and any word from Nasdaq regarding timely reporting obligations.
The key unresolved items are whether Biconomy completes the withdrawal requested in June, how much of the receivable Scilex pays and when, and whether the going-concern review changes how the company describes its liquidity. Each could move the restated numbers or the company's standing with its listing venue.
The case also serves as a reminder to anyone treating exchange-held Bitcoin as a treasury asset. A balance shown on a platform is only as dependable as the platform's willingness to release it, and auditors and regulators increasingly ask who actually has control.