Datavault AI Inc. filed an 8-K on October 26, 2026, reporting that its Audit Committee and management concluded on October 20, 2026, that financial statements spanning September 30, 2025, through June 30, 2026, should no longer be relied upon due to accounting errors tied to a $150 million Bitcoin-denominated equity purchase.

Key Highlights

  • Four periods affected: The non-reliance covers unaudited and audited statements for the periods ended September 30, 2025; December 31, 2025; March 31, 2026; and June 30, 2026, according to the filing.
  • Root transaction: On September 25, 2025, the company entered a securities purchase agreement with Scilex for 15,000,000 shares of common stock and a pre-funded warrant for 263,914,094 shares, for $150 million payable in Bitcoin at a spot rate of $112,915.52 per Bitcoin, or approximately 1,328.43 Bitcoin.
  • Bitcoin not recognized as asset: The company determined that the Bitcoin associated with the Scilex Equity Purchase did not meet the requirements for recognition as a digital asset, and should instead be recorded as a subscription receivable reducing stockholders' equity.
  • Expected total-asset reductions: Restatements are expected to reduce total assets by $8.1 million, $92.2 million, $57.1 million, and $49.0 million as of September 30, 2025, December 31, 2025, March 31, 2026, and June 30, 2026, respectively.
  • Bitcoin withdrawal blocked: In June 2026, the company requested a withdrawal of Bitcoin from its Biconomy digital wallet to an external account and, as of the filing date, had been unable to complete the withdrawal.
  • Going concern reassessment underway: Management is reassessing its going concern evaluation for the year ended December 31, 2025, and the quarter ended March 31, 2026, because Bitcoin balances will no longer be presented as an asset and "the collection of amounts owed by Scilex is uncertain."
  • Internal controls review ongoing: Management has not completed its evaluation of whether the errors constitute a material weakness in internal control over financial reporting, according to the filing.

Datavault AI Details Bitcoin-Linked Accounting Errors and Planned Restatements

According to the 8-K filed with the SEC under NASDAQ:DVLT, the Audit Committee of Datavault AI Inc. and management determined on October 20, 2026, that financial statements covering four reporting periods must be restated. The affected filings include a Form 10-Q filed November 14, 2025; a Form 10-K filed March 18, 2026; a Form 10-Q filed May 15, 2026; and a Form 10-Q filed August 19, 2026. The filing states that any related earnings releases, press releases, investor presentations, and other communications based on those statements should likewise no longer be relied upon.

The errors stem from the accounting treatment of the Scilex Equity Purchase. The filing discloses that between September 26, 2025, and January 30, 2026, the company sold 491.431 Bitcoin back to Scilex through off-chain transfers in exchange for approximately $40.5 million in cash. The company determined those amounts should reduce the subscription receivable rather than be treated as proceeds from digital asset sales. The company also disclosed that Scilex credited 1,309.04 Bitcoin to the company's digital wallet at Biconomy, reflecting a reduction of 19.39 Bitcoin for cash advances made between signing and final closing.

The filing notes that the identification and evaluation of these errors is "preliminary, unaudited and may be subject to change (including the potential identification of additional errors)" as the company completes its procedures. The company stated it intends to restate the Affected Financial Statements in appropriate regulatory filings but "has not yet determined the timing of those filings." The Audit Committee and management have discussed these matters with the company's current auditor, CBIZ CPAs P.C., and its former auditor, BPM LLP. The filing contains forward-looking statements that are the company's own and subject to its cautionary language.

What Was Disclosed

Datavault AI Inc. disclosed via an Item 4.02 8-K that four sets of financial statements, covering periods from September 30, 2025, through June 30, 2026, should not be relied upon, and that restatements are planned, with timing not yet determined.