WISA TECHNOLOGIES Files DEFA14A

TL;DR

WISA TECHNOLOGIES (WISA) filed a DEFA14A, shareholders need to review for corporate updates.

AI Summary

WISA TECHNOLOGIES, INC. filed a DEFA14A on December 26, 2024, related to an 8-K filed on December 19, 2024. The filing concerns the company's operations and corporate actions. The company, formerly known as Summit Wireless Technologies, Inc., is incorporated in Delaware and headquartered in Beaverton, Oregon.

Why It Matters

This filing provides important disclosures to shareholders regarding the company's governance and financial activities, which can influence investment decisions.

Risk Assessment

Risk Level: medium — DEFA14A filings often precede significant corporate events or shareholder votes, which can introduce volatility.

Key Players & Entities

• WISA TECHNOLOGIES, INC. (company) — Filer of the DEFA14A
• Summit Wireless Technologies, Inc. (company) — Former name of WISA TECHNOLOGIES, INC.
• December 26, 2024 (date) — Filing date of the DEFA14A
• December 19, 2024 (date) — Date of the earliest event reported in the related 8-K
• Beaverton, OR (location) — Location of WISA TECHNOLOGIES, INC. headquarters

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share WISA The Nasdaq Capital M
• $1,000,000 — ned in the Asset Purchase Agreement) of $1,000,000, (ii) the Breakup Fee (as defined in th
• $10,000,000 — 0,000, (iii) an amount in cash equal to $10,000,000, (iv) 10,600,000 validly issued, fully
• $5,000,000 — the "Closing Stock Consideration"), (v) $5,000,000 payable in the form of a convertible no
• $1.40 — ersion date subject to a floor price of $1.40 per share and ceiling price of $2.50 pe
• $2.50 — of $1.40 per share and ceiling price of $2.50 per share (the "Conversion Date"). The

Filing Documents

• tm2432036d1_8k.htm (DEFA14A) — 46KB
• tm2432036d1_ex2-1.htm (EX-2.1) — 428KB
• tm2432036d1_ex4-1.htm (EX-4.1) — 42KB
• tm2432036d1_ex10-1.htm (EX-10.1) — 38KB
• tm2432036d1_ex99-1.htm (EX-99.1) — 18KB
• 0001104659-24-131709.txt ( ) — 572KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase On December 19, 2024, WiSA Technologies, Inc., a Delaware corporation (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with CompuSystems, Inc., an Illinois corporation ("CSI"), pursuant to which the Company has agreed to purchase, assume and accept from CSI 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 CSI's customer contracts trademarks, and other intellectual property. Pursuant to the Asset Purchase Agreement, the Company has agreed to acquire the Transferred Assets for an aggregate purchase price of (the "Purchase Price"), which shall consist of (i) the Exclusivity Payment Fee (as defined in the Asset Purchase Agreement) of $1,000,000, (ii) the Breakup Fee (as defined in the Asset Purchase Agreement) of $1,000,000, (iii) an amount in cash equal to $10,000,000, (iv) 10,600,000 validly issued, fully paid and nonassessable shares of restricted common stock of the Company, par value $0.0001 per share (the "Common Stock") (the "Closing Stock Consideration"), (v) $5,000,000 payable in the form of a convertible note (the "First Convertible Note") issued by the Company to CSI, (vi) $5,000,000 payable in the form of a convertible note (the "Second Convertible Note", and together with the First Convertible Note, the "Notes") issued by the Company to CSI, and (vii) the assumption of the Transferred Liabilities (as defined in the Asset Purchase Agreement), which clauses (i) through (vii) above, collectively, shall comprise the total consideration to be paid for the Transferred Assets. The Exclusivity Payment Fee is non-refundable and is required to be paid to CSI within six business days after the date of the Asset

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 and included in Item 1.01 of this Form 8-K is incorporated herein by reference regarding the Notes.

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 December 26, 2024, the Company issued a press release (the "Press Release") announcing the entry into the Asset Purchase Agreement, and that the Company, CSI and Data Vault Holdings Inc. managements will co-host a special investor conference call at 8:00 am PT / 11:00 am ET, on Monday, December 30, 2024. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Asset Purchase Agreement, dated December 19, 2024, by and between WiSA Technologies, Inc. and CompuSystems, Inc. 4.1 Form of Note 10.1 Form of Voting Agreement 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. 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 MAY FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS WITH THE SEC CONCERNING THE TRANSACTION. IF THE COMPANY FILES A PROXY STATEMENT, A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE 2025 ANNUAL MEETING OF STOCKHOLDERS OR A SPECIAL 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 transaction

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 : December 26, 2024 WISA TECHNOLOGIES, INC. By: /s/ Brett Moyer Name: Brett Moyer Title: Chief Executive Officer

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View this DEFA14A filing on SEC EDGAR