Datavault AI, a Nasdaq-listed data company based in Philadelphia, told the SEC on 26 October 2026 that the bitcoin behind its $150 million share deal with Scilex Holding never counted as its own asset, and that it has been trying since June to withdraw those coins from a wallet at the exchange Biconomy without success. In a Form 8-K filed under Item 4.02, the company says four sets of its financial statements, covering a year of reporting, should no longer be relied upon.
The market answered the next day. Datavault AI shares (ticker DVLT) closed at about $0.067 on Tuesday 27 October, down about 49.6% from $0.133 on Monday, according to The Block and CoinDesk.
The filing does not say why the withdrawal failed. It does not accuse anyone of anything, and no outlet that covered the story alleges wrongdoing by Datavault, Scilex or Biconomy. What it does say is precise: the coins were credited to the company’s account "by off-chain transfer", and that kind of credit did not meet the accounting test for a digital asset the company controls.
What the Datavault AI 8-K says: four filings cannot be relied upon
Datavault’s Audit Committee and management reached the conclusion on 20 October 2026. The 8-K, signed by chief financial officer Brett Moyer and filed six days later, lists the reports that should no longer be relied upon:
- the quarterly report for the third quarter of 2025, filed on 14 November 2025;
- the annual report on Form 10-K for 2025, filed on 18 March 2026;
- the 10-Q for the first quarter of 2026, filed on 15 May 2026;
- the 10-Q for the second quarter of 2026, filed on 19 August 2026.
Earnings releases, investor presentations and other communications tied to those periods are covered by the same warning.
The accounting fix is the heart of the filing. Datavault had booked the bitcoin as a company digital asset. It now says the Scilex purchase should have been recorded as a subscription receivable, money Scilex still owes for the shares, shown as a reduction of stockholders’ equity rather than as an asset. Cash Datavault received when it sold part of the bitcoin back to Scilex reduces that receivable. Crypto gains and losses booked on these coins are expected to be reversed.
Management is also reassessing its going-concern evaluation for 2025 and for the first quarter of 2026, because the earlier assessment counted the bitcoin as a source of liquidity. The bitcoin will no longer be shown as an asset, and the filing states that "the collection of amounts owed by Scilex is uncertain". The effect on the going-concern conclusions has not been determined. The company has not set a date for restated accounts, has not finished deciding whether the errors point to a material weakness in internal controls, and warns that the 10-Q for the quarter ended 30 September 2026 could be delayed. It discussed the matter with its current auditor, CBIZ CPAs P.C., and its former auditor, BPM LLP.
From a $150 million bitcoin deal in September 2025 to a stuck withdrawal
The deal dates from 25 September 2025. Under a securities purchase agreement, Scilex agreed to take 15,000,000 Datavault common shares and a pre-funded warrant for 263,914,094 more, and to pay $150 million in bitcoin. At the agreed rate of $112,915.52 per bitcoin, that came to about 1,328.43 BTC. Scilex’s announcement described two tranches: $8,067,000 at a first closing on 26 September 2025, and $141,933,000 after Datavault’s stockholders approved the issue, as Nasdaq rules require. Scilex put the total at up to 278,914,094 shares, an effective price of $0.5378 per share, subject to adjustment for stock splits and similar events.
According to the 8-K, Scilex credited 1,309.04 BTC to Datavault’s wallet at Biconomy in two steps, on 26 September 2025 and on 25 November 2025, both off-chain. The gap with the 1,328.43 BTC agreed, 19.39 BTC, was deducted for cash advances Scilex had made to Datavault before closing. Both figures appear in the coverage: CoinDesk uses the credited 1,309.04 BTC, The Block the 1,328.43 BTC agreed. They describe the same deal.
Between 26 September 2025 and 30 January 2026, Datavault sold 491.431 BTC from that account back to Scilex, again by off-chain transfer, for about $40.5 million in cash. The 8-K calls these the Bitcoin Exchange Transactions. That works out to roughly $82,400 per bitcoin on average (our arithmetic), well under the $112,915.52 used to price the shares.
In June 2026 two things happened. Datavault asked to withdraw bitcoin from its Biconomy wallet to an external account. As of the filing date, 26 October, it had "been unable to complete the withdrawal", the 8-K says. And on 24 June it signed a binding term sheet for Scilex to buy the 837 BTC held in that wallet for $50 million: $30 million up front and $20 million in quarterly instalments from the fourth quarter of 2026 to 31 December 2028, payable at Scilex’s choice in cash, Scilex shares or securities of a subsidiary. The June 8-K said a definitive agreement was still needed and gave no assurance it would close. Whether one was ever signed is not public in what we read.
Which Biconomy holds the wallet
The name causes confusion. The 8-K names the wallet provider as BICONOMY PTE. LTD. and does not describe its business further. The other documents point to the centralized exchange that operates as Biconomy.com. In a release of 23 September 2025, Scilex said it had engaged Biconomy.com to work on its crypto reserve, treasury management and strategy. On 13 April 2026, Datavault announced that it would list its meme coins and a set of real-world-asset tokens on the Biconomy Exchange, which it called a global centralized cryptocurrency exchange, and said its TRITON token was already trading there. The Block describes the account in the 8-K as a wallet at an exchange.
This is not the Web3 infrastructure company also called Biconomy, known for account abstraction and smart-account tools used by Ethereum apps. Nothing in the filing or the coverage links that company to Datavault.
That April release also described Biconomy as keeping 98% of its assets in cold storage. The figure is Datavault’s description of the exchange; Coindaro found no Biconomy report or audit that confirms it. The same release listed among its risks the company’s reliance on third-party platforms, including Biconomy, for the listing, trading and custody of its digital assets. The October 8-K goes a step further: among the risks it names are the company’s reliance on a third-party custodian and the outcome of efforts to "obtain the cooperation of Biconomy".
CoinDesk adds a link further up the chain. It reports that Scilex’s financial report for June names Biconomy as the buyer of roughly $200 million of stock in Scilex’s subsidiary Semnur Pharmaceuticals, paid in bitcoin, and that $150 million of that bitcoin then funded the Datavault purchase. The 23 September 2025 Scilex release did announce a $200 million blockchain, where users swap tokens directly from their own wallets without handing custody of their funds to a company.">swap of 12.5 million Semnur shares, at $16.00 each, for bitcoin with an unnamed "institutional investor", in the same text as the Biconomy.com engagement, without saying the two were linked. Coindaro has not checked the Scilex report itself: the identification of Biconomy as that investor is CoinDesk’s.
Datavault’s total assets to shrink by up to $92.2 million
The 8-K gives a first estimate of how much each reported balance sheet will lose once the bitcoin comes off it. The company calls the errors "preliminary, unaudited and may be subject to change".
| Balance sheet date | Expected reduction in total assets | Report concerned |
|---|---|---|
| 30 September 2025 | $8.1 million | Q3 2025 10-Q |
| 31 December 2025 | $92.2 million | 2025 10-K |
| 31 March 2026 | $57.1 million | Q1 2026 10-Q |
| 30 June 2026 | $49.0 million | Q2 2026 10-Q |
The first figure is close to the $8,067,000 first tranche closed in September 2025, and the year-end peak follows the second credit of 25 November (our reading of the dates). The 8-K does not explain the later, smaller figures.
DVLT stock halves to $0.067 on eight times normal volume
DVLT closed at about $0.133 on Monday 26 October and at about $0.067 on Tuesday 27 October. The Block put the fall at 49.6% on nearly 250 million shares traded, about eight times the previous session; CoinDesk gave 49.55% and about 244 million shares. No figure for Wednesday’s pre-market trading was available when this article was written.
Against the effective $0.5378 per share of the Scilex deal, Tuesday’s close is about 87% lower (our arithmetic; the effective price could have been adjusted later). The 8-K lists the company’s ability to keep meeting Nasdaq’s continued-listing rules as a risk. It reports no Nasdaq notice.
Bitcoin itself is not the issue. It traded near $80,850 at 05:43 UTC on 28 October, up about 1.4% over 24 hours, according to Coindaro’s market data. At that level the 1,328.43 BTC of the original deal would be worth about $107 million, against $150 million at the deal rate. The question raised by the filing is about access to the coins, not their price.
What is still unknown about the Datavault bitcoin
Several basic facts are missing.
- Why the withdrawal requested in June has not gone through. The 8-K gives no reason, and Biconomy has not commented: CoinDesk asked and had no reply by the Asian afternoon of 28 October.
- How much bitcoin Biconomy actually holds for Datavault on chain. The 837 BTC of the June term sheet equals the 1,328.43 BTC agreed minus the 491.431 BTC sold back; net of the 19.39 BTC offset, the credited balance would be about 817.6 BTC (our arithmetic).
- Whether Scilex has paid any part of the $50 million term sheet, and whether a definitive agreement exists.
- When the restated accounts will be filed, and whether the 10-Q for the third quarter of 2026 arrives on time.
The Block said it had asked Datavault and Scilex for comment and reported no reply. Datavault had issued no statement beyond the 8-K when we checked. Coindaro found no Nasdaq deficiency letter, no SEC inquiry and no lawsuit tied to the disclosure.
Off-chain credit on an exchange vs coins you hold
The phrase "off-chain transfer" explains most of this story. When bitcoin moves on chain, a transaction is broadcast and recorded in a block, and anyone can check which address holds the coins. When an exchange moves bitcoin off chain between two of its customers, nothing reaches the blockchain. The exchange simply lowers one balance and raises another in its own database.
Such a balance is a claim on the exchange, not a coin under the holder’s keys. The exchange pools customer coins in its own wallets, as our guide to how a centralized exchange works and what custody means there explains, and the customer depends on it to honour a withdrawal. Most of the time that is routine. The FTX collapse in November 2022 showed what happens when a platform’s ledger and its reserves diverge.
Holding coins yourself means the private keys are in your wallet, and only a signed transaction can move them. The trade-off, convenience against control, is set out in our explainer on crypto wallets and the difference between custodial and self-custody. For a listed company, that difference also decides the accounting: Datavault now says its credits did not meet the conditions to be recognised as a digital asset at all.
For readers who keep funds on a platform, the practical checks are the ones listed in our guide on how to choose a crypto exchange: who the legal entity is, where it is regulated, whether it publishes proof of reserves, and how fast withdrawals are processed. In the European Union, MiCA requires licensed crypto-asset service providers to keep client assets segregated; Coindaro has not checked whether Biconomy holds a licence in any EU state.
A small bitcoin treasury next to audited giants
Datavault was one of many US-listed companies that put crypto on their balance sheets in 2025. Most of the attention goes to the largest. Strategy, the biggest corporate holder of bitcoin, said in an 8-K on 26 October that it bought no bitcoin between 19 and 25 October and spent $204.9 million buying back its STRC preferred shares instead. Bitmine, the largest corporate holder of ether, bought back 2.04 million of its own shares the same week.
Those moves are in our report on Strategy’s pause and Bitmine’s buybacks. Datavault’s case is of a different kind: not a debate about premiums or buybacks, but a company finding, a year later, that the coins on its books were in fact a receivable from the investor that paid for its shares. Strategy publishes its third-quarter results on 29 October.
What to watch next for Datavault AI
The next documents are the restated filings, for which no date has been set, and the 10-Q for the quarter ended 30 September 2026, normally due in mid-November and already flagged as at risk of delay. Scilex, which carries the other side of the receivable and the term sheet, may have to address the matter in its own filings. A statement from Biconomy on the withdrawal request would answer the question the 8-K leaves open.