WISA Technologies Files Proxy Statement for 2024

TL;DR

WISA Proxy filed. Shareholders vote soon.

AI Summary

WISA Technologies, Inc. filed a definitive proxy statement (DEF 14A) on November 26, 2024, for its fiscal year ending December 31, 2024. The filing concerns the company's proxy materials, which are used to solicit votes from shareholders for upcoming meetings. The company, formerly known as Summit Wireless Technologies, Inc., is based in Beaverton, Oregon.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals to be voted on at the company's annual meeting, impacting corporate governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Numbers

• 20241220 — Fiscal Year End (The proxy statement is for the fiscal year ending on this date.)
• 20241126 — Filing Date (The date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

• WISA Technologies, Inc. (company) — Registrant
• Summit Wireless Technologies, Inc. (company) — Former company name
• Summit Semiconductor Inc. (company) — Former company name
• Beaverton, Oregon (location) — Company address

FAQ

Key Financial Figures

• $0.0001 — common stock of the Company, par value $0.0001 per share (the "Common Stock"), issuabl

Filing Documents

• tm2427259d3_def14a.htm (DEF 14A) — 2209KB
• tm2427259d2_prer14aimg01.jpg (GRAPHIC) — 9KB
• tm2427259d3_def14aimg001.jpg (GRAPHIC) — 238KB
• tm2427259d3_def14aimg002.jpg (GRAPHIC) — 698KB
• tm2427259d3_def14aimg004.jpg (GRAPHIC) — 3KB
• 0001104659-24-122863.txt ( ) — 3517KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 8 SUMMARY TERM SHEET 9

RISK FACTORS

RISK FACTORS 10 ASSET PURCHASE 17 Overview 17 Reasons for the Asset Purchase 17 Background of the Asset Purchase 17 Closing and Effective Time of the Asset Purchase 19 Dissenters' and Appraisal Rights 19 Accounting Treatment 19 Interests of the Company's Directors and Officers in the Asset Purchase 20 Regulatory Approvals 20 Asset Purchase Agreement 20 Summary of Lake Street’s Financial Analysis 24 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 36 NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 40 DESCRIPTION OF DATA VAULT BUSINESS 42 ELECTION OF DIRECTORS (Proposal No.1) 44 CORPORATE GOVERNANCE 47 Board of Directors 47 Director Independence 47 Board Meetings and Attendance 48 Annual Meeting Attendance 48 Stockholder Communications with the Board 48 Board Committees 48 Family Relationships 51 Involvement in Certain Legal Proceedings 51 Director Nomination Procedures 52 Leadership Structure of the Board 52 Risk Oversight 52 DIRECTOR COMPENSATION 53 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 54 EXECUTIVE OFFICER COMPENSATION 55 Summary Compensation Table for Fiscal Years 2023 and 2022 55 Executive Employment Agreements and Arrangements 55 Other Compensation 57 Pay versus Performance 57 Outstanding Equity Awards as of December 31, 2023 59 Equity Incentive Plans 60 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61 DELINQUENT SECTION 16(a) REPORTS 63 AUDIT COMMITTEE REPORT 64 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No.2) 65 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 65 Vote Required and Recommendation 65 A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal No.3) 66 Summary 66 Vote Requ

executive compensation (the "Say-on-Pay Frequency Proposal" or "Proposal No. 4"); (v) a proposal to

executive compensation (the "Say-on-Pay Frequency Proposal" or "Proposal No. 4"); (v) a proposal to approve, for purposes of Rule 5635(d) of The Nasdaq Stock Market LLC ("Nasdaq"), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the "alternative cashless exercise" of certain common stock purchase warrants, dated April 19, 2024, as amended (the "1st April 2024 Warrants"), issued to the holders of such warrants (the "Holders") (such proposal, "Proposal No. 5"); (vi) a proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the "alternative cashless exercise" of certain common stock purchase warrants, dated April 23, 2024, as amended (the "2nd April 2024 Warrants"), issued to the Holders ("Proposal No. 6"); (vii) a proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the "alternative cashless exercise" of certain common stock purchase warrants, dated April 30, 2024, as amended (the "3rd April 2024 Warrants"), issued to the Holders ("Proposal No. 7"); (viii) a proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the "alternative cashless exercise" of certain common stock purchase warrants, dated May 15, 2024, as amended (the "1st May 2024 Warrants"), issued to the Holders ("Proposal No. 8"); (ix) a proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the "alternative cashless exercise" of certain common stock purchase warrants, dated May 17, 2024, as amended (the "2nd May 2024 Warrants"), issued to the Holders ("Proposal No. 9"); (x) a proposal to approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon exercis

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View this DEF 14A filing on SEC EDGAR