Datavault AI will restate four periods over its Scilex bitcoin deal

Datavault AI Inc. says every financial statement it has filed since September 2025 should no longer be relied on, because the bitcoin it took in for a $150 million stock sale to Scilex should never have been booked as its own digital asset, according to a Form 8-K filed under Item 4.02 and signed Oct. 26, 2026 [1]. The company's Audit Committee, with management, reached that conclusion on Oct. 20 [1].

The mechanism

On Sept. 25, 2025, Scilex agreed to buy 15,000,000 Datavault shares and a pre-funded warrant for 263,914,094 shares for $150 million, payable in bitcoin at a spot rate of $112,915.52, or approximately 1,328.43 bitcoin [1]. On Sept. 26 and Nov. 25, 2025, Scilex credited 1,309.04 bitcoin to Datavault's digital wallet at BICONOMY PTE. LTD. "through an off-chain transfer," a figure the filing says reflects a reduction of 19.39 bitcoin for cash advances [1]. Between Sept. 26, 2025 and Jan. 30, 2026, Datavault sold 491.431 of those credited bitcoin back to Scilex, also off-chain, for approximately $40.5 million in cash [1].

The filing does not state a remaining balance. By Le Coin arithmetic, 1,309.04 less 491.431 is 817.609 bitcoin; that is our subtraction, not a company figure.

The evidence

"In June 2026, the Company requested a withdrawal of Bitcoin from the digital wallet maintained at Biconomy to an external account and has, as of the date of this Current Report on Form 8-K, been unable to complete the withdrawal," the company writes [1]. After review, Datavault determined the bitcoin "did not meet the requirements for recognition as a digital asset of the Company" [1]. The Scilex deal will instead be recorded as a subscription receivable from Scilex for the share issuance, presented as a reduction of stockholders' equity under ASC 505-10-45-2, with the $40.5 million of exchange proceeds reducing what Scilex owes [1].

The company's preliminary estimate is that the restatements will reduce total assets by $8.1 million, $92.2 million, $57.1 million and $49.0 million as of Sept. 30, 2025, Dec. 31, 2025, March 31, 2026 and June 30, 2026, respectively, and reverse the related crypto asset gains and losses [1]. Affected are the Q3 2025 10-Q, the 2025 10-K, and the Q1 and Q2 2026 10-Qs [1]. Because bitcoin will no longer be presented as an asset "and the collection of amounts owed by Scilex is uncertain," management is reassessing its going concern evaluation for 2025 and Q1 2026 [1].

The objection

The company calls its error findings "preliminary, unaudited and may be subject to change," says it may find more errors, and has set no date for restated filings [1]. It has not concluded whether there is a material weakness in internal control [1]. The 8-K says nothing about the bitcoin at Biconomy beyond a withdrawal the company could not complete [1].

The tell

The filing's forward-looking language names what to watch: efforts "to collect amounts from Scilex or obtain the cooperation of Biconomy," a possible delay in the Q3 2026 10-Q, and Nasdaq continued-listing compliance [1]. In Le Coin's view, the next hard number is the restated balance sheet, and whether the Scilex receivable is collected or written down.

Stop

For now the record is one 8-K: an off-chain credit, a withdrawal not completed since June, and four periods of assets to be cut [1].

Sources

1. Datavault AI Inc., Form 8-K, Item 4.02, Date of Report Oct. 20, 2026, signed Oct. 26, 2026, https://www.sec.gov/Archives/edgar/data/1682149/000110465926118772/tm2628100d1_8k.htm ; Scilex purchase $150 million at $112,915.52/BTC (~1,328.43 BTC); 1,309.04 BTC credited off-chain to Biconomy wallet (19.39 BTC reduction for cash advances); 491.431 BTC sold back for ~$40.5 million; June 2026 withdrawal not completed; subscription receivable under ASC 505-10-45-2; preliminary total-asset reductions $8.1M/$92.2M/$57.1M/$49.0M; going concern reassessment; accessed Oct. 29, 2026, 6:03 a.m. ET.

Holding the Corner.

Not financial advice.