WISA TECHNOLOGIES, INC. Reports Material Events

TL;DR

WISA TECHNOLOGIES filed an 8-K detailing major corporate events including acquisitions, new debt, and stock sales as of year-end 2024.

AI Summary

WISA TECHNOLOGIES, INC. filed an 8-K on January 7, 2025, reporting several material events as of December 31, 2024. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, the creation of a direct financial obligation, unregistered sales of equity securities, and changes in directors or officers. The filing also covers compensatory arrangements for certain officers.

Why It Matters

This 8-K filing indicates significant corporate actions by WISA TECHNOLOGIES, INC., including potential acquisitions, asset changes, new financial obligations, and equity issuances, which could impact the company's structure and financial standing.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including material agreements, asset dispositions, financial obligations, and equity sales, which carry inherent risks and require careful investor scrutiny.

Key Players & Entities

• WISA TECHNOLOGIES, INC. (company) — Filer
• Summit Wireless Technologies, Inc. (company) — Former company name
• Summit Semiconductor Inc. (company) — Former company name
• 2024-12-31 (date) — Period of report
• 20250107 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share WISA The Nasdaq Capital M
• $10,000,000 — regate purchase price consisting of (i) $10,000,000 paid in the form of a promissory note i
• $1.116 — ersion date subject to a floor price of $1.116 per share (the "Conversion Price"). At
• $50,000,000 — f Subsequent Financings reach or exceed $50,000,000, then the Company shall repay the Promi
• $420,000 — will receive an initial base salary of $420,000 per year, with an opportunity to receiv
• $400,000 — y will pay to Mr. Moyer a stay bonus of $400,000, payable in quarterly instalments durin
• $450,000 — will receive an initial base salary of $450,000 per year, with an opportunity to receiv
• $7,065,234, b — in the aggregate value of approximately $7,065,234, based on his position as a stockholder of
• $40 million — aggregate revenue equaling or exceeding $40 million over any trailing 12 calendar month per

Filing Documents

• tm252064d1_8k.htm (8-K) — 52KB
• tm252064d1_ex2-1.htm (EX-2.1) — 30KB
• tm252064d1_ex4-1.htm (EX-4.1) — 60KB
• tm252064d1_ex10-1.htm (EX-10.1) — 39KB
• tm252064d1_ex10-3.htm (EX-10.3) — 66KB
• tm252064d1_ex10-4.htm (EX-10.4) — 60KB
• tm252064d1_ex10-5.htm (EX-10.5) — 34KB
• tm252064d1_ex99-1.htm (EX-99.1) — 21KB
• 0001104659-25-001736.txt ( ) — 627KB
• wisa-20241231.xsd (EX-101.SCH) — 3KB
• wisa-20241231_lab.xml (EX-101.LAB) — 33KB
• wisa-20241231_pre.xml (EX-101.PRE) — 22KB
• tm252064d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase On December 31, 2024 (the "Closing Date"), WiSA Technologies, Inc. (the "Company") completed its previously announced asset purchase of information technology assets, certain patents and trademarks (collectively, the "Acquired Assets") from Data Vault Holdings Inc. ("Data Vault"). At the closing (the "Closing"), pursuant to an asset purchase agreement, by and between the Company and Data Vault, dated as of September 4, 2024, and as amended by that certain amendment to the asset purchase agreement, dated as of November 14, 2024, and as further amended from time to time (the "Asset Purchase Agreement"), the Company acquired the Acquired Assets for an aggregate purchase price consisting of (i) $10,000,000 paid in the form of a promissory note issued by the Company to Data Vault (the "Promissory Note"), (ii) 40,000,000 shares (the "Closing Stock Consideration") of validly issued, fully paid and nonassessable shares of restricted common stock of the Company, par value $0.0001 per share (the "Common Stock"), issued by the Company to Data Vault and its designees, and (iii) the assumption of the transferred liabilities, which clauses (i) through (iii) above, collectively, comprised the total consideration paid for the Acquired Assets. Second Asset Purchase Agreement Amendment In connection with but prior to the Closing, on December 31, 2024, the Company and Data Vault entered into a second amendment to the Asset Purchase Agreement (the "Second Asset Purchase Agreement Amendment"). Pursuant to the Second Asset Purchase Agreement Amendment, among other things, the parties agreed to enter into an earnout agreement (the "Earnout Agreement") instead of a royalty agreement as set forth in the Asset Purchase Agreement, and the parties agreed that Data Vault will only appoint one director at the Closing to the board of directors of the Company (the "Board"), and Data Vault will have the right to appoint one

01 Completion

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure required by this Item in connection with the Closing and included in Item 1.01 of this Form 8-K is incorporated herein by reference.

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item in connection with the issuance of the Promissory Note and included in Item 1.01 of this Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item in connection with the Closing and included in Item 1.01, and in connection with the issuance of the Units (as defined below) and included in Item 5.02, of this Form 8-K is incorporated herein by reference. The Closing Stock Consideration and the Units have not been registered under the Securities Act of 1933, as amended (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. The securities will be issued and were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act, and Rule 506 promulgated under Regulation D of the Securities Act.

02. Departure

Item 5.02. Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 31, 2024, Brett Moyer submitted his resignation as Chief Executive Officer of the Company, effective upon the Closing. Mr. Moyer's resignation was not due to any disagreement with the Company, and Mr. Moyer will continue his employment with the Company as the Chief Financial Officer, and he will remain as a member of the Board. On December 31, 2024, the Company and Mr. Moyer entered into a new employment agreement, dated as of December 31, 2024 (the "Moyer Employment Amendment"). In his capacity as the Company's Chief Financial Officer, pursuant to the Moyer Employer Agreement, Mr. Moyer will receive an initial base salary of $420,000 per year, with an opportunity to receive an annual bonus, made available to the Company's senior management from time to time by the Board. Pursuant to the Moyer Employment Agreement, the Company will pay to Mr. Moyer a stay bonus of $400,000, payable in quarterly instalments during 2025. On December 31, 2024, pursuant to the Asset Purchase Agreement, the Board appointed Nathaniel Bradley as the Company's new principal executive officer and a member of its Board, effective upon the Closing. On December 31, 2024, the Company and Mr. Bradley entered into an employment agreement, dated as of December 31, 2024 (the "Bradley Employment Amendment"). In his capacity as the Company's Chief Executive Officer, pursuant to the Bradley Employment Agreement, Mr. Bradley will receive an initial base salary of $450,000 per year, with an opportunity to receive an annual bonus, made available to the Company's senior management from time to time by the Board. Other than arrangements under the Asset Purchase Agreement, there are no other arrangements or understandings between Mr. Bradley and any other persons pursuant to which he was appointed as Chief Executive Officer or a member o

01 Other Events

Item 8.01 Other Events. On January 7, 2024, the Company issued a press release (the "Press Release") announcing the Closing and Mr. Bradley's Inducement Award Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired The Company has determined that the Closing will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, financial statements contemplated by Item 9.01 of Form 8-K are not required to be reported by Form 8-K with respect to such acquisition. (b) Pro forma financial information The Company has determined that the Closing will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, pro forma financial information contemplated by Item 9.01 of Form 8-K is not required to be reported by Form 8-K with respect to such acquisition. (d) Exhibits Exhibit No. Description 2.1* Second Amendment to the Asset Purchase Agreement, dated as of December 31, 2024, by and between WiSA Technologies, Inc. and Data Vault Holdings Inc. 4.1 Promissory Note, dated as of December 31, 2024, by WiSA Technologies, Inc. 10.1* Earnout Agreement, dated as of December 31, 2024, by and between WiSA Technologies, Inc. and Data Vault Holdings Inc. 10.3* Employment Agreement for Brett Moyer, dated as of December 31, 2024. 10.4 Employment Agreement for Nathaniel Bradley, dated as of December 31, 2024. 10.5* Inducement Award Agreement, dated as of December 31, 2024, by and between WiSA Technologies, Inc. and Nathaniel Bradley. 99. 1 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.

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: January 7, 2025 WISA TECHNOLOGIES, INC. By: /s/ Nathaniel Bradley Name: Nathaniel Bradley Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR