WISA Technologies Faces Delisting, Enters Material Agreement

TL;DR

**WISA Technologies is facing a delisting notice and just signed a new material agreement, signaling major uncertainty.**

AI Summary

WISA TECHNOLOGIES, INC. (WISA) filed an 8-K on February 16, 2024, reporting an event on February 12, 2024, concerning an "Entry into a Material Definitive Agreement" and a "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing." The filing also included "Regulation FD Disclosure" and "Financial Statements and Exhibits." This indicates significant corporate actions, potentially impacting its listing status and financial agreements.

Why It Matters

This filing signals potential instability for WISA Technologies, as a delisting notice could severely impact its stock's liquidity and investor confidence, while a new material agreement could be either a lifeline or a further complication.

Risk Assessment

Risk Level: high — A delisting notice indicates significant operational or financial issues that could lead to the stock being removed from a major exchange, posing substantial risk to investors.

Key Players & Entities

• WISA TECHNOLOGIES, INC. (company) — Registrant
• Summit Wireless Technologies, Inc. (company) — Former company name
• Summit Semiconductor Inc. (company) — Former company name
• SUMMIT SEMICONDUCTOR (company) — Former company name
• February 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share WISA The Nasdaq Capital M
• $0.065 — -Funded Units") for a purchase price of $0.065 per Unit and $0.0649 per Pre-Funded Uni
• $0.0649 — a purchase price of $0.065 per Unit and $0.0649 per Pre-Funded Unit, resulting in aggre
• $10 million — gregate gross proceeds of approximately $10 million. Each Unit consists of (i) one share (t
• $0.0401 — djust subject to a floor price equal to $0.0401. In addition, on the sixth (6th) tradin
• $75,000 — Company reimbursed the Placement Agent $75,000 for expenses in connection with the Off
• $6.3 million — ment"). The Company used approximately $6.3 million of the proceeds from this Offering to r
• $100 — Stock, par value $0.0001 per share, at $100 per share, and intends to use the remai
• $1 — sted securities had closed at less than $1 per share over the previous 30 consecut
• $2,500,000 — sted on Nasdaq to maintain a minimum of $2,500,000 in stockholders' equity for continued l
• $885,000 — rted stockholders' equity (deficit) of ($885,000) in its Quarterly Report on Form 10-Q f
• $0.10 — s securities had a closing bid price of $0.10 or less for ten consecutive trading day

Filing Documents

• tm246483d1_8k.htm (8-K) — 48KB
• tm246483d1_ex1-1.htm (EX-1.1) — 106KB
• tm246483d1_ex4-1.htm (EX-4.1) — 121KB
• tm246483d1_ex99-1.htm (EX-99.1) — 9KB
• tm246483d1_ex99-2.htm (EX-99.2) — 9KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001104659-24-024893.txt ( ) — 547KB
• wisa-20240212.xsd (EX-101.SCH) — 3KB
• wisa-20240212_lab.xml (EX-101.LAB) — 33KB
• wisa-20240212_pre.xml (EX-101.PRE) — 22KB
• tm246483d1_8k_htm.xml (XML) — 3KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On February 13, 2024, WiSA Technologies, Inc., a Delaware corporation (the "Company"), consummated a public offering (the "Offering") of an aggregate of 23,734,000 units (the "Units") and 130,106,000 pre-funded units (the "Pre-Funded Units") for a purchase price of $0.065 per Unit and $0.0649 per Pre-Funded Unit, resulting in aggregate gross proceeds of approximately $10 million. Each Unit consists of (i) one share (the "Shares") of common stock, par value $0.0001 per share ("Common Stock"), and (ii) one warrant (the "Warrants") to purchase one share of Common Stock (the "Warrant Shares"), at an exercise price of $0.065 per share. Each Pre-Funded Unit consists of (i) one pre-funded warrant (the "Pre-Funded Warrants") to purchase one share of Common Stock (the "Pre-Funded Warrant Shares"), and (ii) one Warrant. The Warrants are not exercisable until after the date that stockholder approval is obtained to approve each of (i) the issuance of the Warrant Shares, as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq"), and (ii) if necessary, a proposal to amend the Company's certificate of incorporation, as amended, to increase the authorized share capital of the Company to an amount sufficient to cover the Warrant Shares or to effectuate a reverse stock split whereby the authorized share capital is not split and is sufficient to cover the Warrant Shares (and such reverse split is effectuated) ("Stockholder Approval"), and will expire on the fifth (5th) anniversary of the date on which Stockholder Approval is received and deemed effective under Delaware law. The Pre-Funded Warrants are immediately exercisable for one Share at an exercise price of $0.0001 per share, and will remain exercisable until exercised in full. The Shares and accompanying Warrants included in each Unit were issued separately, and the Pre-Funded Warrants and the accompanying Warrants included in ea

01. Notice

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on October 5, 2023, the Company received notice from the Listing Qualifications Staff (the "Staff") of Nasdaq that the bid price of its listed securities had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until April 2, 2024, to regain compliance with the Minimum Bid Price Requirement. As previously disclosed, on November 17, 2023, the Staff notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders' equity for continued listing (the "Stockholders' Equity Requirement"). The Company reported stockholders' equity (deficit) of ($885,000) in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and, as a result, did not satisfy the Stockholders' Equity Requirement pursuant to Listing Rule 5550(b)(1). On February 14, 2024, the Company received notice (the "February 14 Letter") from the Staff that the Staff had determined that as of February 14, 2024, the Company's securities had a closing bid price of $0.10 or less for ten consecutive trading days triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company's security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security (the "Low Priced Stocks Rule"). As a result, the Staff determined to delist the Company's securities from Nasdaq, unless the Company timely r

01. Other Events

Item 7.01. Other Events The Company issued press releases announcing the pricing and closing of the Offering on February 12, 2024 and February 13, 2024, respectively. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1* Placement Agency Agreement, dated as of February 12, 2024, by and between WiSA Technologies, Inc. and Maxim Group LLC, as placement agent. 4.1* Form of Warrant 4.2 Form of Pre-Funded Warrant (filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-276631), filed with the SEC on February 5, 2024). 10.1 Form of Securities Purchase Agreement (filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-276631), filed with the SEC on February 8, 2024). 10.2 Form of Warrant Agency Agreement (filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-276631), filed with the SEC on February 5, 2024). 10.3 Form of Voting Agreement (filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-276631), filed with the SEC on February 5, 2024). 99.1** Press Release dated February 12, 2024. 99.2** Press Release dated February 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith ** Furnished herewith

SIGNATURES

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. Date: February 16, 2024 WISA TECHNOLOGIES, INC. By: /s/ Brett Moyer Name: Brett Moyer Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR