WISA TECHNOLOGIES Files 8-K: Agreements, Sales, and Disclosures

TL;DR

WISA TECHNOLOGIES 8-K: Material agreements entered and terminated, plus equity sales. Watch closely.

AI Summary

On March 26, 2024, WISA TECHNOLOGIES, INC. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by WISA TECHNOLOGIES, including changes to agreements and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements being entered and terminated, alongside unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• WISA TECHNOLOGIES, INC. (company) — Registrant
• March 26, 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
• $0.04 — f Common Stock, at an exercise price of $0.04 per share (the "Warrant Shares"), for a
• $2.3 million — gregate gross proceeds of approximately $2.3 million (such offerings, the "Offerings"). The
• $50,000 — Company reimbursed the Placement Agent $50,000 for expenses in connection with the Off

Filing Documents

• tm249925d1_8k.htm (8-K) — 42KB
• tm249925d1_ex1-1.htm (EX-1.1) — 100KB
• tm249925d1_ex4-1.htm (EX-4.1) — 95KB
• tm249925d1_ex4-2.htm (EX-4.2) — 105KB
• tm249925d1_ex5-1.htm (EX-5.1) — 11KB
• tm249925d1_ex10-1.htm (EX-10.1) — 269KB
• tm249925d1_ex99-1.htm (EX-99.1) — 12KB
• tm249925d1_ex5-1img001.jpg (GRAPHIC) — 11KB
• tm249925d1_ex5-1img002.jpg (GRAPHIC) — 10KB
• tm249925d1_ex5-1img003.jpg (GRAPHIC) — 9KB
• tm249925d1_ex5-1img004.jpg (GRAPHIC) — 6KB
• tm249925d1_ex99-1img01.jpg (GRAPHIC) — 11KB
• 0001104659-24-039732.txt ( ) — 1017KB
• wisa-20240326.xsd (EX-101.SCH) — 3KB
• wisa-20240326_lab.xml (EX-101.LAB) — 33KB
• wisa-20240326_pre.xml (EX-101.PRE) — 22KB
• tm249925d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 26, 2024, WiSA Technologies, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain purchasers, pursuant to which the Company issued and sold to such purchasers (a) in a registered direct offering, (i) 62,675,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 14,001,478 shares of Common Stock, at an exercise price of $0.0001 per share (the "Pre-Funded Warrant Shares") and (b) in a concurrent private placement, common stock purchase warrants (the "Warrants") exercisable for an aggregate of up to 76,676,478 shares of Common Stock, at an exercise price of $0.04 per share (the "Warrant Shares"), for aggregate gross proceeds of approximately $2.3 million (such offerings, the "Offerings"). The Offerings closed on March 27, 2024. Private Placement Warrants The Warrants will not be exercisable until the date the Company receives the approval (the "Stockholder Approval") required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) from our stockholders with respect to the issuance of the shares of Common Stock upon exercise of such Warrants (such date, "Stockholder Approval Date"), and will expire on the fifth anniversary of the Stockholder Approval Date. The Pre-Funded Warrants are exercisable immediately and will expire when exercised in full. If (a) at any time on or after the date of issuance there occurs a reverse stock split and (b) the lowest daily volume weighted average price during the period commencing five (5) consecutive trading days immediately preceding and the five consecutive trading days immediately following such event is less than the exercise price of the Warrants then in effect, then such exercise price shall be reduced to the lowest da

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. To the extent required, the applicable information set forth in Item 1.01 of this Form 8-K with respect to termination of the pre-existing participation rights set forth in the Waiver Agreement is incorporated by reference herein.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The applicable information set forth in Item 1.01 of this Form 8-K with respect to the issuance of the Warrants and Warrant Shares is incorporated herein by reference.

01. Other Events

Item 7.01. Other Events The Company issued a press release announcing the pricing of the Offerings on March 26, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 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 March 26, 2024, by and between WiSA Technologies, Inc. and Maxim Group LLC, as placement agent . 4.1* Form of Pre-Funded Warrant. 4.2* Form of Warrant. 5.1* Opinion of Sullivan & Worcester LLP dated March 27, 2024. 10.1* Form of Securities Purchase Agreement by and among the Company and certain purchasers dated March 26, 2024. 23.1* Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1 above). 99.1** Press release dated March 26, 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: March 27, 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