Datavault AI: Its $150M Bitcoin Deal Was Stuck at an Exchange, So a Year of Accounts Must Be Redone

Just after the stock market closed on Monday 26 October 2026, Datavault AI Inc., a small technology company listed on the Nasdaq in New York, filed a short notice with the US Securities and Exchange Commission (SEC). It said that four sets of its financial statements, covering more than a year, "should no longer be relied upon." The reason was bitcoin. In June the company had asked to withdraw its bitcoin from an account at a crypto exchange called Biconomy, and, in the words of the filing, it had "been unable to complete the withdrawal."

The next day the shares lost about half their value. They had closed at about $0.133 on Monday and closed near $0.067 on Tuesday, according to The Block, on nearly 250 million shares traded, about eight times the previous day's volume.

What an 8-K is, and what this one said

A Form 8-K is a company's urgent notice to investors: the filing a US-listed company must make within a few days when something important happens between its regular quarterly reports. This one was filed under Item 4.02, "Non-Reliance on Previously Issued Financial Statements". In plain terms, a company files under that heading when it has to tell shareholders that accounts it already published may be wrong and will be redone.

On 20 October, Datavault's audit committee, the group of directors who oversee the accounts, decided with management that four reports could not be trusted: the quarter to 30 September 2025, the full year 2025 (audited, filed on 18 March 2026), and the quarters to 31 March and 30 June 2026. Earnings releases, press releases and investor presentations based on them are covered too. The 8-K was signed by Brett Moyer, the chief financial officer.

A bitcoin treasury company with a borrowed treasury

Datavault AI used to be WiSA Technologies, a maker of wireless audio chips, and changed its name in February 2025. Its chief executive is Nathaniel Bradley. In 2025 it joined the wave of bitcoin treasury companies: listed companies that hold a large amount of bitcoin on their books, so that buying their shares works a little like buying a fund that owns the coin.

The bitcoin came from one investor. On 25 September 2025, Datavault agreed to sell Scilex Holding Company, a pain medicine company also listed on the Nasdaq, 15,000,000 new shares plus a pre-funded warrant for 263,914,094 more. A pre-funded warrant is a right to receive shares that has already been almost fully paid for. The price was $150 million, about 54 cents a share, paid not in dollars but in bitcoin: about 1,328.43 BTC at $112,915.52 each.

Scilex had the bitcoin from another deal. According to Scilex's own quarterly report, on 23 September 2025 it sold 12,500,000 shares of its subsidiary Semnur Pharmaceuticals to Biconomy Pte. Ltd. for $200 million in bitcoin, and used $150 million of that to buy into Datavault. Scilex is run by its chief executive and president, Henry Ji. Datavault's filings describe Scilex as "a related party and significant shareholder", and name Ji as a related party of Datavault as well.

Coins that moved only on paper

The 8-K says Scilex credited 1,309.04 bitcoin to Datavault's wallet at Biconomy on 26 September and 25 November 2025, slightly less than agreed because 19.39 BTC was knocked off for cash Scilex had advanced in the meantime. It was done "through an off-chain transfer". That means the coins did not travel across the bitcoin network to an address Datavault controlled. The exchange changed the numbers in its own records, the way a bank moves money between two customers' accounts without any cash leaving the vault.

Between 26 September 2025 and 30 January 2026, Datavault sold 491.431 of those bitcoin back to Scilex, again off-chain, for about $40.5 million in cash. Datavault's quarterly report for the first half of 2026 shows 1,054 bitcoin at the end of 2025 and 837 at 30 June 2026, after 217 BTC went to Scilex to repay $18.1 million of short-term cash advances that charged interest at 15.42 per cent a year. Those 837 coins were valued at $49.0 million.

In June 2026 Datavault asked Biconomy to send bitcoin to an outside account. On 24 June it also signed a binding term sheet to sell Scilex "a total of 837 BTC held in the Wallet" for $50 million: $30 million up front and $20 million in quarterly payments running to 31 December 2028, payable in cash, Scilex shares or shares of Scilex subsidiaries, at Scilex's choice. Both companies' August reports said no final agreement had been signed. The 8-K does not mention the term sheet.

From an asset to an IOU

After a review, Datavault decided that the bitcoin "did not meet the requirements for recognition as a digital asset of the Company." Instead it will treat the Scilex deal as a subscription receivable: money still owed for shares that have been issued. Under US accounting rules, an IOU of that kind is not shown as an asset. It is subtracted from shareholders' equity until it is actually paid. The $40.5 million of cash Scilex paid for the bitcoin it took back will count as payments that reduce that IOU.

The changes are expected to cut total assets by $8.1 million at 30 September 2025, $92.2 million at 31 December 2025, $57.1 million at 31 March 2026 and $49.0 million at 30 June 2026. The figures for 31 December and 30 June match exactly what the bitcoin was valued at in those reports, so the coins disappear from the balance sheet entirely. Gains and losses on the bitcoin price will be reversed. Datavault said the work is "preliminary, unaudited and may be subject to change", and that it has discussed the matter with CBIZ CPAs P.C., its current auditor, and BPM LLP, its former one.

The filing also reopens the question of whether the company can keep going. Its earlier "going concern" review, the check an auditor makes on whether a business can pay its way for the next year, counted the bitcoin as money it could use. Because "the collection of amounts owed by Scilex is uncertain", management is reassessing that review for 2025 and the first quarter of 2026. Among its listed risks, the 8-K names "the creditworthiness of Scilex" and "the outcome of efforts to collect amounts from Scilex or obtain the cooperation of Biconomy".

The filing does not say why the withdrawal failed, and it does not accuse Scilex or Biconomy of any wrongdoing. Neither had said anything in public about it by 29 October. Scilex's last SEC filing before then was dated 29 September.