WISA TECHNOLOGIES Files 8-K: Material Agreement & Equity Sales

Ticker: DVLT · Form: 8-K · Filed: Sep 10, 2024 · CIK: 1682149

Sentiment: neutral

Topics: material-agreement, equity-sale, 8-k

TL;DR

WISA filed an 8-K on Sept 4th for a material agreement and unregistered equity sales. Details scarce.

AI Summary

On September 4, 2024, WISA TECHNOLOGIES, INC. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on September 10, 2024.

Why It Matters

This filing indicates significant corporate activity, including a material agreement and potential equity dilution, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by WISA TECHNOLOGIES, INC. on September 4, 2024?

The filing states that WISA TECHNOLOGIES, INC. entered into a Material Definitive Agreement on September 4, 2024, but the specific details of this agreement are not provided in this document.

What were the details of the unregistered sales of equity securities mentioned in the filing?

The filing acknowledges unregistered sales of equity securities but does not provide specific details regarding the number of shares, price, or purchasers.

What other events are reported in this 8-K filing by WISA TECHNOLOGIES, INC.?

Besides the material definitive agreement and unregistered sales of equity securities, the filing also indicates 'Other Events' and 'Financial Statements and Exhibits' as items of disclosure.

When was this 8-K filing submitted to the SEC?

This 8-K filing was submitted to the SEC on September 10, 2024.

What is WISA TECHNOLOGIES, INC.'s former name and when did it change?

WISA TECHNOLOGIES, INC. was formerly known as Summit Wireless Technologies, Inc., with a name change date of September 14, 2018.

Filing Stats: 2,470 words · 10 min read · ~8 pages · Grade level 17 · Accepted 2024-09-10 07:31:44

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase On September 4, 2024, WiSA Technologies, Inc., a Delaware corporation (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with Data Vault Holdings Inc., a Delaware corporation (the "Data Vault"), pursuant to which the Company has agreed to purchase, assume and accept from Data Vault all of the rights, title and interests in, to and under the assets and interests used in the Acquired Business (as defined in the Asset Purchase Agreement), and products and services solely to the extent they utilize the Transferred Assets (as defined in the Asset Purchase Agreement), including Data Vault's information technology assets, certain patents, trademarks, and software source code. Pursuant to the Asset Purchase Agreement, the Company has agreed to acquire the Transferred Assets for an aggregate purchase price of $210,000,000 (the "Purchase Price"), which shall consist of (i) $10,000,000 payable in the form of a Promissory Note (as defined in the Asset Purchase Agreement) issued by the Company to Data Vault, (ii) $200,000,000 in validly issued, fully paid and nonassessable shares of restricted common stock of the Company, par value $0.0001 per share (the "Common Stock"), which number of shares shall be 40,000,000, and is calculated based on a per share price of $5.00 (the "Closing Stock Consideration"), and (iii) the assumption of the Transferred Liabilities (as defined in the Asset Purchase Agreement), which clauses (i) through (iii) above, collectively, shall comprise the total consideration to be paid for the Transferred Assets. The Company will only assume the Transferred Liabilities, if any. The Asset Purchase Agreement includes customary representations and warranties and various customary covenants and closing conditions that are subject to certain limitations, including, without limitation, certain third-party consents and agreements. Furthermore, pursuant

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Form 8-K is incorporated herein by reference. The Closing Stock Consideration have not been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

01 Other Events

Item 8.01 Other Events On September 4, 2024, the Company issued the Press Release (as defined below) announcing the asset purchase and that the Company and Data Vault management co-hosted a special investor conference call at 8:30 am PT / 11:30 am ET, on Wednesday, September 4, 2024. Furnished as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference is the investor presentation that the Company used in connection with its presentation at the investor conference call. On September 4, 2024, the Company issued a press release (the "Press Release") announcing the entry into the Asset Purchase Agreement. A copy of the Press Release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 * Asset Purchase Agreement, dated September 4, 2024, by and between WiSA Technologies, Inc. and Data Vault Holdings Inc. 99.1 Presentation Materials of the Company 9 9.2 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. Additional Information and Where to Find It THIS FORM 8-K IS ONLY A BRIEF DESCRIPTION OF THE TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE 2024 ANNUAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY'S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC'S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO WISA TECHNOLOGIES, INC. , 15268 NW Greenbrier Pkwy, Beaverton, OR 97006 , ATTENTION: SECRETARY. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the transactions set forth herein. Information concerning such participants will be set forth

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 : September 10, 2024 WISA TECHNOLOGIES, INC. By: /s/ Brett Moyer Name: Brett Moyer Title: Chief Executive Officer

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