Datavault AI Inc.: non-reliance on prior financial statements

What happened

• The filing says that on Oct 20, 2026 the Audit Committee and management concluded that certain previously issued financial statements (the “Affected Financial Statements”) should no longer be relied upon. The Affected Financial Statements include: unaudited condensed consolidated statements for the three and nine months ended Sep 30, 2025 (filed Nov 14, 2025); audited consolidated statements for the year ended Dec 31, 2025 (filed Mar 18, 2026); unaudited condensed consolidated statements for the three months ended Mar 31, 2026 (filed May 15, 2026); and unaudited condensed consolidated statements for the three and six months ended Jun 30, 2026 (filed Aug 19, 2026).
• The filing says the determination followed a review of a Sep 25, 2025 securities purchase agreement with Scilex under which Scilex agreed to purchase 15,000,000 shares of common stock and a pre-funded warrant to purchase 263,914,094 shares for $150,000,000 payable in Bitcoin at a spot rate of $112,915.52 per Bitcoin (approximately 1,328.43 Bitcoin).

Key details

• On Sep 26, 2025 and Nov 25, 2025, Scilex credited 1,309.04 Bitcoin to the company’s digital wallet at Biconomy by off-chain transfer, reflecting a reduction of 19.39 Bitcoin for cash advances.
• Between Sep 26, 2025 and Jan 30, 2026, the company sold 491.431 Bitcoin reflected as credited to its Biconomy account back to Scilex via off-chain transfer for approximately $40,500,000 in cash.
• The filing says the company determined the Bitcoin associated with the Scilex transaction did not meet the requirements to be recognized as a digital asset and should instead be recorded as a subscription receivable presented as a reduction of stockholders’ equity under ASC 505-10-45-2 and Rule 5-02.29 of Regulation S-X; amounts from the Bitcoin exchange transactions should reduce that receivable.
• The filing says restatements are expected to reduce total assets by $8,100,000 as of Sep 30, 2025; $92,200,000 as of Dec 31, 2025; $57,100,000 as of Mar 31, 2026; and $49,000,000 as of Jun 30, 2026, and to reverse associated crypto asset gains/losses. The identification and evaluation of errors is preliminary, unaudited and may change.

Why it may matter

• The filing reports Item 4.02 (non-reliance on previously issued financial statements), which covers the company’s planned restatement of the Affected Financial Statements, related disclosures, and management’s ongoing evaluation of internal control over financial reporting and going concern considerations under ASC 205-40 for the year ended Dec 31, 2025 and the quarter ended Mar 31, 2026. The company intends to restate the Affected Financial Statements in SEC filings but has not determined timing. The filing does not show why the insider traded or why the company acted.