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Date of Report (Date of earliest event reported): May 15, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-38608   30-1135279
(State or other jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification Number)


15268 NW Greenbrier Pkwy

Beaverton, OR

(Address of registrant’s principal executive office)   (Zip code)


(408) 627-4716

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol(s)   Name of each exchange on which
Common Stock, par value $0.0001 per share   WISA   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 1.01Entry into a Material Definitive Agreement


As previously reported, on March 29, 2023 and on April 12, 2023, WiSA Technologies, Inc. (the “Company”) consummated two separate private placements of securities, pursuant to which the Company issued and sold (i) common stock purchase warrants exercisable for an aggregate of up to 1,674,414 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.91 per share of Common Stock (the “March Warrants”) and (ii) common stock purchase warrants exercisable for an aggregate of up to 1,486,132 shares of Common Stock at an exercise price of $1.41 per share of Common Stock (the “April Warrants” and, together with the March Warrants, the “Existing Warrants”). The Existing Warrants were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.


As previously reported, on May 15, 2023, the Company entered into warrant exercise inducement offer letters (“Inducement Letters”) with holders of the Existing Warrants (collectively, the “Exercising Holders”) pursuant to which the Exercising Holders agreed to exercise for cash certain of the Existing Warrants to purchase up to 1,486,132 shares of Common Stock in exchange for the Company’s agreement to issue new warrants (the “Inducement Warrants”) on substantially the same terms as the Existing Warrants, except as set forth herein. The Company expects to receive aggregate gross proceeds of approximately $2.1 million from the exercise of the Existing Warrants by the Exercising Holders. Following the exercise by the Exercising Holders pursuant to the Inducement Letters, there are no remaining April Warrants outstanding and there are remaining March Warrants outstanding to purchase up to 1,674,414 shares of Common Stock. The Exercising Holders did not exercise any of the March Warrants under the Inducement Letters.


The shares of the Common Stock issuable upon exercise of the Existing Warrants have been registered for resale pursuant to a Registration Statement on Form S-1 (File No.333-271526), which was declared effective by the Securities and Exchange Commission on May 3, 2023.


The Company also agreed to file a registration statement covering the resale of the shares of the Company’s Common Stock issued or issuable upon the exercise of the Inducement Warrants no later than 30 calendar days following the date of the Inducement Letters.


Each Inducement Warrant is exercisable at a price per share of Common Stock of $1.33, which is equal to the Minimum Price (as defined by the Nasdaq Listing Rules). Each Inducement Warrant will be immediately exercisable upon issuance and will expire on the fifth anniversary of its issuance. The exercise prices of the Inducement Warrants are subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock. The Company and the Exercising Holders have agreed that the Inducement Warrants are callable by the Company at a redemption price of $0.50 per Inducement Warrant, provided that the resale of the shares of Common Stock underlying the Inducement Warrants are then registered or may be resold under Rule 144 under the Securities Act. Subject to limited exceptions, a holder of Inducement Warrants will not have the right to exercise any portion of its Inducement Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any Inducement Warrants, 9.99%) of the shares of Common Stock then outstanding. At the holder’s option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. 





Maxim Group LLC acted as financial advisor to the Company in connection with the offering and will receive financial advisory fees in connection therewith. Maxim Group LLC is not engaged in, nor affiliated with any entity, that is engaged in, the solicitation or distribution of this offering.


The foregoing summaries of the Inducement Warrants and Inducement Letters do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 10.1, and 10.2 respectively, to this Current Report on Form 8-K (this “Current Report”), which are incorporated herein by reference.


Item 3.02Unregistered Sales of Equity Securities


The information contained in Item 1.01 of this Current Report in relation to the Inducement Warrants and the shares of the Company’s Common Stock issuable upon the exercise thereof is hereby incorporated by reference into this Item 3.02. The Inducement Warrants were issued in reliance upon an exemption from registration pursuant to 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder.


Item 3.03Material Modifications to Rights of Security Holders.


The disclosure set forth under Item 1.01 is incorporated herein by reference into this Item 3.03 in its entirety.


Item 9.01 Financial Statements and Exhibits.


Exhibit No.


4.1 Form of Inducement Warrant for March Warrants
4.2 Form of Inducement Warrant for April Warrants
10.1 Form of Inducement Letter for March Warrants
10.2 Form of Inducement Letter for April Warrants
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: May 17, 2023 WISA TECHNOLOGIES, INC.  
  By: /s/ Brett Moyer  
  Name: Brett Moyer  
  Title: Chief Executive Officer