Datavault AI says it has been unable to withdraw bitcoin since June, shares fall 46%

Nasdaq-listed Datavault AI (DVLT) said it has been unable since June to withdraw bitcoin it kept in a wallet at an overseas crypto platform. In a current report on Form 8-K filed with the U.S. Securities and Exchange Commission on Oct. 26 (local time), the company said it had determined the bitcoin could not be treated as its asset and that four sets of financial statements covering the past year should no longer be relied upon. The next day, Oct. 27, its shares fell 46% on Nasdaq, from $0.13 to $0.07.

How $150 million worth of bitcoin came in

The bitcoin in question was sent by U.S. drugmaker Scilex Holding as payment for shares. The filing lays out the sequence as follows.

1. Sept. 25, 2025Datavault AI signed a securities purchase agreement with Scilex, selling 15 million common shares and a pre-funded warrant to purchase 263,914,094 shares for $150 million, payable in bitcoin at a spot rate of $112,915.52 per coin, or about 1,328.43 BTC.
2. Sept. 26 and Nov. 25, 2025Scilex credited 1,309.04 BTC through an off-chain transfer to the company's wallet at Biconomy, a Singapore-based entity. The amount was reduced by 19.39 BTC to reflect cash advances made after the agreement was signed.
3. Sept. 26, 2025 to Jan. 30, 2026The company sold 491.431 BTC of that amount back to Scilex through off-chain transfers in exchange for about $40.5 million in cash.
4. June 2026The company requested a withdrawal of bitcoin from the Biconomy wallet to an external account but had been unable to complete it as of the filing date. On June 24, it also entered into a binding term sheet to sell 837 BTC held in that wallet to Scilex for $50 million.
5. Oct. 20, 2026The audit committee and management concluded that the four sets of financial statements could not be relied upon, and the company disclosed the decision on Oct. 26.

An off-chain transfer leaves no record on the blockchain and simply changes the balance on a platform's internal ledger. Every bitcoin movement described in the filing was made this way. In its June filing on the term sheet, the company said there was no assurance a definitive agreement would be signed and that a failure to reach one could lead to disputes or litigation.

Bitcoin on the books reclassified as a receivable

After reviewing the transaction, the company determined that the bitcoin received from Scilex did not meet the requirements to be recognized as a digital asset of the company. It will instead record a subscription receivable due from Scilex, presented as a reduction of stockholders' equity, and treat the cash received from selling bitcoin back to Scilex as reducing that receivable. It will also reverse the crypto asset gains and losses it had booked.

The financial statements that should no longer be relied upon are in the quarterly report for the third quarter of 2025, the annual report for 2025, and the quarterly reports for the first and second quarters of 2026. The company expects the restatements to reduce total assets by the following amounts.

The company said the figures are preliminary and unaudited and that additional errors could be identified as its review continues.

Going-concern assessment under review

Datavault AI had counted the bitcoin as an available source of liquidity in its going-concern evaluation, which assesses whether a company can keep operating normally. With the bitcoin no longer presented as an asset and collection of the amounts owed by Scilex uncertain, the company said it is reassessing that evaluation for full-year 2025 and the first quarter of 2026.

The company has not yet determined when it will file the restated financial statements. Among the risks it listed were a delay in filing its quarterly report for the third quarter of 2026, maintaining compliance with Nasdaq continued listing requirements, obtaining additional financing, Scilex's creditworthiness, efforts to collect from Scilex or obtain Biconomy's cooperation, and possible litigation or regulatory investigations. It added that it had discussed the matter with its current auditor, CBIZ CPAs, and its former auditor, BPM LLP.

Bitcoin trades 28% below the deal price

The bitcoin price set in the Scilex agreement was $112,915.52 per coin. On Binance, bitcoin traded at $80,916 at 3:30 p.m. KST on Oct. 28, about 28% below that price. At the same time, bitcoin traded at 108,405,000 won on Upbit's Korean won market, and the kimchi premium (the gap between prices on Korean exchanges and global markets) was about 0.99%.