WISA TECHNOLOGIES Files S-1 for New Securities Offering

TL;DR

WISA TECHNOLOGIES just filed an S-1, looks like they're prepping to sell more stock.

AI Summary

WISA TECHNOLOGIES, INC. filed an S-1 registration statement on June 14, 2024, to register an unspecified amount of securities. The company, formerly known as Summit Wireless Technologies, Inc., is incorporated in Delaware and headquartered in Beaverton, Oregon. This filing indicates a potential offering of new securities, though details on the amount and terms are not yet specified.

Why It Matters

This S-1 filing signals WISA TECHNOLOGIES, INC.'s intent to raise capital through the sale of securities, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — S-1 filings often precede stock offerings, which can dilute existing shareholders or indicate the company needs capital, suggesting potential financial or market risks.

Key Numbers

• 333-280238 — SEC File Number (Identifies this specific registration filing)
• 1231 — Fiscal Year End (Indicates the company's annual financial reporting period)

Key Players & Entities

• WISA TECHNOLOGIES, INC. (company) — Registrant
• Summit Wireless Technologies, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Beaverton, Oregon (location) — Principal executive offices
• Brett Moyer (person) — Chief Executive Officer
• 333-280238 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — res”), of common stock, par value $0.0001 per share (“common stock”),
• $1.8302 — ibed in this prospectus, we may receive $1.8302 per share upon the cash exercise the Ma
• $3.196 — cash exercise the March 2024 Warrants, $3.196 per share upon the cash exercise of the
• $5.06 — ise of the Initial April 2024 Warrants, $5.06 per share upon the cash exercise of the
• $5.60 — cise of the Second April 2024 Warrants, $5.60 per share upon the cash exercise of the
• $3.18 — rcise of the Third April 2024 Warrants, $3.18 per share upon the cash exercise of the
• $3.48 — se of the Initial May 2024 Warrants and $3.48 per share upon the cash exercise of the
• $13,726,503 — gregate gross proceeds of approximately $13,726,503. However, we cannot predict when and in
• $700 million — ock held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during our most recently completed fisc
• $250 million — ock held by non-affiliates is less than $250 million measured on the last business day of ou
• $4.50 — ring, 417,833 shares of common stock at $4.50 per share and pre-funded warrants to pu
• $4.485 — up to 93,342 shares of common stock at $4.485 per pre-funded warrant, and (ii) in a c
• $6.00 — stock, at an initial exercise price of $6.00 per share (the “March 2024 Regist
• $2.3 million — eceived gross proceeds of approximately $2.3 million before deducting fees and other offerin

Filing Documents

• tm2417158d1_s1.htm (S-1) — 546KB
• tm2417158d1_ex5-1.htm (EX-5.1) — 10KB
• tm2417158d1_ex23-1.htm (EX-23.1) — 3KB
• tm2417158d1_ex-filingfees.htm (EX-FILING FEES) — 20KB
• tm2417158d1_ex5-1img001.jpg (GRAPHIC) — 30KB
• tm2417158d1_ex5-1img002.jpg (GRAPHIC) — 8KB
• tm2417158d1_s1sp1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-071821.txt ( ) — 638KB

RISK FACTORS

RISK FACTORS 8 SELLING STOCKHOLDERS 25

USE OF PROCEEDS

USE OF PROCEEDS 35 DIVIDEND POLICY 36 DESCRIPTION OF SECURITIES THAT THE SELLING STOCKHOLDERS ARE OFFERING 37 PLAN OF DISTRIBUTION 38 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 40 LEGAL MATTERS 40 EXPERTS 40 WHERE YOU CAN FIND MORE INFORMATION 40 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 41 ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 4,323,338 Warrant Shares issuable upon the exercise of the Warrants. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission, or the SEC, is accurate as of any date other than the date on the front cover of the applicable document. If necessary, the specific manner in which the shares of Common Stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus, any amendment and the information incorporated by reference into this prospectus, including the sections entitled “Risk Factors”, contain “forward-looking statements” within the meaning of Section 21(E) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). These forward-looking statements include, without limitation: statements regarding new products or services; statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of our management’s goals and objectives; statements concerning our competitive environment, availability of resources and regulation; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes” and “estimates,” and variations of such terms or similar expressions, are intended to identify such

forward-looking statements

forward-looking statements.

Forward-looking statements should not be read as a guarantee of future

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or our management’s good faith belief as of that time with respect to future events. Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements due to a number of factors including, but not limited to, those set forth under the heading “Risk Factors” in this prospectus, as well as other risks discussed in documents that we file with the SEC.

Forward-looking statements speak only as of the date they are made

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. You should review our subsequent reports filed with the SEC described in the sections of this prospectus and the accompanying prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference,” all of which are accessible on the SEC’s website at www.sec.gov . 2 INDUSTRY AND MARKET DATA Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information may be imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this pr

View Full Filing

View this S-1 filing on SEC EDGAR