Datavault AI Says Four Sets of Financial Statements Can't Be Relied On

What happened

Datavault AI Inc., a Philadelphia-based company whose common stock trades on the Nasdaq Capital Market under the ticker DVLT, disclosed in a Form 8-K filed October 26, 2026 that its Audit Committee and management concluded on October 20, 2026 that four sets of previously issued financial statements should no longer be relied upon.

The affected statements are the unaudited quarterly results for the three and nine months ended September 30, 2025 (filed November 14, 2025); the audited annual results for the year ended December 31, 2025 (filed March 18, 2026); the unaudited results for the three months ended March 31, 2026 (filed May 15, 2026); and the unaudited results for the three and six months ended June 30, 2026 (filed August 19, 2026). The company said related earnings releases, investor presentations and other communications describing those results should also not be relied upon.

The filing states that the company expects the restatements to reduce total assets by $8.1 million as of September 30, 2025, $92.2 million as of December 31, 2025, $57.1 million as of March 31, 2026 and $49.0 million as of June 30, 2026. Precise figures are not final. The company said its review is preliminary, unaudited and may turn up additional errors.

Datavault AI's stock closed at $0.1328 on the event date, up 2.15% from the prior close of $0.13, according to the price data provided.

The Bitcoin transaction at the center of the restatement

The filing ties the error to a September 25, 2025 securities purchase agreement with Scilex. Under that deal, Scilex agreed to buy 15 million Datavault common 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 per Bitcoin, or about 1,328.43 Bitcoin.

Scilex credited 1,309.04 Bitcoin to Datavault's digital wallet at custodian Biconomy through an off-chain transfer on September 26 and November 25, 2025, reflecting a reduction of 19.39 Bitcoin for cash advances Scilex made to Datavault between signing and closing. Between September 26, 2025 and January 30, 2026, Datavault sold 491.431 Bitcoin back to Scilex off-chain for about $40.5 million in cash.

In June 2026, Datavault asked to withdraw Bitcoin from the Biconomy wallet to an external account and, as of the filing date, has not been able to complete the withdrawal, the filing states.

After reviewing the transaction, the company determined the Bitcoin associated with the Scilex equity purchase did not meet the requirements to be recognized as a Datavault digital asset. Instead, the company said the transaction should be recorded as a subscription receivable — an amount owed to the company for shares it issued — presented as a reduction of stockholders' equity under FASB ASC 505-10-45-2 and SEC Regulation S-X Rule 5-02.29. Amounts received from the Bitcoin sales back to Scilex should reduce that receivable, the company said.

Going concern review reopened

The filing states that management's going-concern evaluation for the 2025 annual and first-quarter 2026 periods had counted the Bitcoin balances then recorded as digital assets as a source of liquidity.

Because those balances will no longer appear as an asset, and because collection of the amounts owed by Scilex is uncertain, management is reassessing that evaluation and related disclosures, including whether the Bitcoin should ever have been treated as available liquidity. The company said the ultimate effect on those evaluations has not been determined.

Restatement process and auditors

Datavault said it intends to restate the affected statements in filings with the SEC but has not set timing. It warned that delays are possible, including for its Form 10-Q for the quarter ended September 30, 2026, and that it may identify more errors.

Management, overseen by the Audit Committee, is still evaluating whether the errors point to deficiencies in internal control over financial reporting, including whether any rise to the level of a material weakness, and whether previously disclosed conclusions about the effectiveness of those controls need revision.

The Audit Committee and management discussed the matter with CBIZ CPAs P.C., the current independent registered public accounting firm, and BPM LLP, the former one, according to the filing.

What this means

A Form 8-K is a current report that a US public company must file with the SEC to disclose material events between its regular quarterly and annual reports. Item 4.02 is the specific trigger here: it is used when a company concludes that previously issued financial statements, or a related audit report, can no longer be relied upon. Filing it starts a clock — the company must explain what was wrong and how it plans to fix it.

The fix is a restatement: the company reissues corrected financial statements for the affected periods. Until those appear, investors, analysts and the company itself are telling readers not to rely on the old numbers. The size of the expected reductions matters here because they are large relative to a company whose stock trades at about 13 cents — a $92.2 million reduction in total assets at December 31, 2025 is the biggest of the four.

The accounting issue turns on who actually owned the Bitcoin. Datavault received a promise of Bitcoin as payment for shares, but recorded the coins as its own digital asset on its balance sheet. The company now says that was wrong: because the coins sat with a third-party custodian and the withdrawal could not be completed, it should have booked a receivable from Scilex — money owed to it — and subtracted that amount from stockholders' equity, rather than adding an asset. The Bitcoin sales back to Scilex, which brought in about $40.5 million of cash, reduce what Scilex still owes under that treatment.

A subscription receivable is a balance-sheet line for shares that have been issued but not yet paid for in full. Recording it as a reduction of equity, rather than as an asset, lowers both sides of the balance sheet. That is why the restatement shrinks total assets, and why it also reverses the crypto gains and losses Datavault had booked as Bitcoin prices moved.

The going-concern language is the part with the widest implications. A going-concern assessment is management's formal judgment, required under accounting rules, about whether the company can fund its operations for at least a year. Datavault had counted the Bitcoin as available cash-like resources. If those coins are reclassified as a receivable of uncertain collectibility, that source of liquidity weakens, and the company says it has not finished the analysis.

What happens next is not fully predictable from this filing. The company has committed to restating but has not said when, and it flags possible delays in its upcoming quarterly report and possible further errors. It also cites the risk that it may not stay in compliance with Nasdaq continued listing requirements. The filing is explicit that the review is ongoing; the restated numbers, and any conclusion on internal controls, will come in later SEC filings.