Form 8-K

8-K — Datavault AI Inc.

Accession: 0001104659-26-118772

Filed: 2026-10-26

Period: 2026-10-20

CIK: 0001682149

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item: Financial Statements and Exhibits

Documents

8-K — tm2628100d1_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2628100d1_8k.htm · Sequence: 1

false

0001682149

2026-10-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 20, 2026

Datavault AI Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-38608

30-1135279

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

One

Commerce Square

2005

Market Street, Suite 2400

Philadelphia,

Pennsylvania 19103

(Address of principal executive offices, including zip code)

Registrant’s telephone

number, including area code: (408) 627-4716

N/A

(Former name

or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, par value $0.0001 per share

DVLT

The Nasdaq

Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 4.02 Non-Reliance on Previously Issued

Financial Statements or a Related Audit Report or Completed Interim Review.

(a) Non-Reliance Determination

On October 20, 2026, the Audit Committee (the “Audit Committee”)

of the Board of Directors of Datavault AI Inc. (the “Company”), together with management concluded that, for the reasons described

below, (i) the unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025,

included in the Company’s Quarterly Report on Form 10-Q, filed on November 14, 2025; (ii) the audited consolidated financial statements

as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K, filed on March 18, 2026; (iii)

the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in the Company’s

Quarterly Report on Form 10-Q, filed on May 15, 2026; and (iv) the unaudited condensed consolidated financial statements as of and for

the three and six months ended June 30, 2026, included in the Company’s Quarterly Report on Form 10-Q, filed on August 19, 2026

(collectively, the “Affected Financial Statements”), should no longer be relied upon.

Similarly, any related previously issued earnings releases, press releases,

investor presentations and other communications describing the Company’s financial results or related financial information for

the affected periods should no longer be relied upon to the extent they reflect or are based upon the Affected Financial Statements.

Background and Nature of Error

On September 25, 2025, the Company entered into a securities purchase

agreement with Scilex pursuant to which Scilex agreed to purchase 15,000,000 shares of the Company’s common stock, par value $0.0001

per share (the “Common Stock”), and a pre-funded warrant to purchase 263,914,094 shares of Common Stock for consideration

equal to $150 million, payable in Bitcoin at a spot rate of $112,915.52 per Bitcoin, or approximately 1,328.43 Bitcoin (the “Scilex

Equity Purchase”). On September 26, 2025 and November 25, 2025, Scilex credited 1,309.04 Bitcoin to the Company’s digital

wallet maintained at BICONOMY PTE. LTD. (“Biconomy”) through an off-chain transfer, reflecting a reduction of 19.39 Bitcoin

in respect of cash advances, made by Scilex to the Company, between the signing of the Scilex Equity Purchase and the final closing thereof.

Between September 26, 2025, and January 30, 2026, the Company sold 491.431 Bitcoin reflected as credited to its Biconomy account back

to Scilex through an off-chain transfer in exchange for approximately $40.5 million in cash (the “Bitcoin Exchange Transactions”).

In June 2026, the Company requested a withdrawal of Bitcoin from the digital wallet maintained at Biconomy to an external account and

has, as of the date of this Current Report on Form 8-K, been unable to complete the withdrawal.

Subsequent to the issuance of the Affected Financial Statements and

following a review of the transaction, the Company determined that the Bitcoin associated with the Scilex Equity Purchase did not meet

the requirements for recognition as a digital asset of the Company. Therefore, the Company determined that the Scilex Equity Purchase

should result in the recognition of a subscription receivable arising from the issuance of the Common Stock, presented as a reduction

of stockholders’ equity in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”)

505-10-45-2 (Receivables From the Issuance of Equity) and Rule 5-02.29 (Common Stocks) of Regulation S-X. The Company determined that

amounts received from the Bitcoin Exchange Transactions should reduce the subscription receivable due from Scilex. The identification

and evaluation of these errors is preliminary, unaudited and may be subject to change (including the potential identification of additional

errors) as the Company completes its procedures and restates the Affected Financial Statements.

Summary of Impacts

The Company is continuing to determine the adjustments necessary to

correct the Affected Financial Statements, including any related effects on income statement items, cash flows and disclosures. Although

the precise effects of the accounting corrections on the financial statements for each affected period have not yet been finalized, the

restatements are expected to reduce the Company’s total assets by $8.1 million, $92.2 million, $57.1 million, and $49.0 million

as of September 30, 2025, December 31, 2025, March 31, 2026, and June 30, 2026, respectfully, and as a result of reflecting the transaction

as a subscription receivable, the Company is expected to reverse the effects of the associated crypto asset gains/losses.

Going Concern Considerations

Management’s evaluation under ASC 205-40

(Presentation of Financial Statements—Going Concern), in connection with the Affected Financial Statements, considered the Bitcoin

balances then recognized as digital assets as a source of liquidity. Because Bitcoin balances will no longer be presented as an asset

and the collection of amounts owed by Scilex is uncertain, management is reassessing its going concern evaluation and related disclosures

for the year ended December 31, 2025 and the quarter ended March 31, 2026, including whether Bitcoin balances previously recognized as

digital assets should have been considered available sources of liquidity. The ultimate effect of the restatement on those evaluations

has not yet been determined.

Restatement Process

The Company intends to restate the Affected Financial Statements in

appropriate filings with the Securities and Exchange Commission (“SEC”). The Company has not yet determined the timing of

those filings. Investors, analysts and other persons should not rely on the Affected Financial Statements or related financial information

described above until restated financial information is made available. The Company’s review of the financial statements and evaluation

of its internal control over financial reporting is ongoing and the Company may identify additional errors, which may lead to delays.

Management, under the oversight of the Audit Committee, is continuing

to evaluate whether the accounting errors described above indicate any deficiencies in the Company’s internal control over financial

reporting, including whether any such deficiencies constitute a material weakness and any related implications for the Company’s

disclosure controls and procedures. As of the date of this Current Report on Form 8-K, management has not completed its evaluation or

determined whether its previously disclosed conclusions regarding the effectiveness of such controls require revision. The Company intends

to provide any additional disclosures regarding these matters as required in its applicable filings with the SEC.

Communications with Independent Registered Public Accounting Firms

The Audit Committee and management have discussed the matters disclosed

in this Item 4.02 with CBIZ CPAs P.C, the Company’s current independent registered public accounting firm, and BPM LLP, the Company’s

former independent registered public accounting firm.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, which are made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such

as “anticipates,” “believes,” “could,” “continue,” “expects,” “intends,”

“may,” “plans,” “potential,” “should,” “will” and similar expressions are

intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include statements regarding

the nature and anticipated accounting treatment of the accounting errors described herein, the scope and impact of the restatement of

the Affected Financial Statements, the Company’s plans to restate the Affected Financial Statements, the timing and outcome of its

accounting review, management’s going concern assessment, and management’s ongoing evaluation of the Company’s internal

control over financial reporting and disclosure controls and procedures. These statements are based on current expectations and assumptions

and are subject to risks and uncertainties that could cause actual results to differ materially, including the possibility of additional

adjustments or changes to the Company’s conclusions as its review progresses; the possibility that management may identify deficiencies,

including material weaknesses, in internal control over financial reporting or determine that previously disclosed conclusions regarding

the effectiveness of its controls require revision; delays in filing restated financial statements and periodic reports, including the

Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026; the Company’s ability to maintain compliance

with Nasdaq continued listing requirements; the Company’s ability to continue as a going concern and obtain additional financing;

the Company’s reliance on a third-party custodian and the creditworthiness of Scilex; the outcome of efforts to collect amounts

from Scilex or obtain the cooperation of Biconomy; and litigation, regulatory inquiries or investigations relating to the restatement.

The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances

that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this Current Report

on Form 8-K and the other documents the Company files with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

DATAVAULT AI INC.

By:

/s/ Brett Moyer

Name:

Brett Moyer

Title:

Chief Financial Officer

Date: October 26, 2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Cover

Oct. 20, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 20, 2026

Entity File Number

001-38608

Entity Registrant Name

Datavault AI Inc.

Entity Central Index Key

0001682149

Entity Tax Identification Number

30-1135279

Entity Incorporation, State or Country Code

Entity Address, Address Line One

One

Commerce Square

Entity Address, Address Line Two

2005

Market Street, Suite 2400

Entity Address, City or Town

Philadelphia

Entity Address, State or Province

Entity Address, Postal Zip Code

19103

City Area Code

408

Local Phone Number

627-4716

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

DVLT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration