UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 17, 2024

WISA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

(408) 627-4716

(Registrant’s telephone number, including area code)

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):

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

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

Emerging growth company ¨

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. ¨

On May 17, 2024, WiSA Technologies, Inc. (the “Company”) closed (the “Closing”) the offerings (the “Offerings”) pursuant to that certain securities purchase agreement dated May 15, 2024 (the “Purchase Agreement”) by and among the Company and the purchasers signatory thereto (the “Purchasers”). In the Closing, the Company issued and sold to the Purchasers (a) in a registered direct offering, 675,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at an offering price of $3.61 per share, and (b) in a concurrent private placement, common stock purchase warrants (the “Warrants”) exercisable for an aggregate of up to 675,000 shares of Common Stock, at an exercise price of $3.48 per share (the “Warrant Shares”), for aggregate gross proceeds of approximately $2.4 million.

The Shares issued in the registered direct offering were offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-267211) (the “Shelf Registration Statement”), initially filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 1, 2022 and declared effective on September 13, 2022.

Private Placement Warrants

The Warrants are immediately exercisable upon issuance and expire on the fifth anniversary of the issuance date of the Warrants. Once issued, the Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Warrants. The holder of a Warrant may also effect an “alternative cashless exercise” upon stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of such “alternative cashless exercise”. In such event, the aggregate number of shares of Common Stock issuable in such alternative cashless exercise pursuant to any given notice of exercise electing to effect an alternative cashless exercise shall equal the product of (x) the aggregate number of shares of Common Stock that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 0.65.

The Warrants and the Warrant Shares were not registered under 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/or Rule 506(b) promulgated thereunder.

Obligations Under the Purchase Agreement

Pursuant to the Purchase Agreement, the Company agreed to, among other things:

In addition, pursuant to the Purchase Agreement, the Purchasers and the Company agreed to amend the filing date deadline for the registration statement on Form S-1 to June 14, 2024 (previously May 30, 2024), for the resale by the Purchasers of Common Stock issuable upon exercise warrants issued in private placement transactions pursuant to those certain securities purchase agreements, dated as of March 26, 2024, April 17, 2024, April 19, 2024, April 26, 2024 and May 13, 2024.

Placement Agency Agreement

In connection with the Offerings, on May 15, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the Offerings. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent an aggregate fee equal to 8.0% of the gross proceeds raised in the Offerings and reimbursed the Placement Agent $50,000 for expenses in connection with the Offerings.

Pursuant to the Placement Agency Agreement, the Company agreed, among other things and subject to certain exceptions, not to, without the prior written consent of the Placement Agent, offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of its shares of Common Stock or securities convertible into Common Stock until 30 days after the closing date of the Offerings.

The foregoing does not purport to be a complete description of each of the Placement Agency Agreement, Warrants, and Purchase Agreement, and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 1.1, 4.1, and 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.

Sullivan & Worcester LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is attached to this Form 8-K as Exhibit 5.1 and is incorporated herein by reference.

The applicable information set forth in Item 1.01 of this Form 8-K with respect to the issuance of Warrants and Warrant Shares is incorporated herein by reference.

(d) Exhibits

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.