- WiSA’s board unanimously recommends vote in
favor of Data Vault asset purchase -
WiSA Technologies, Inc. (NASDAQ: WISA), which is in a definitive
agreement to acquire AI, blockchain and Data Web 3.0 IP assets of
Data Vault Holdings, Inc.® (“Data Vault”) to form a data technology
& licensing company leveraging IP & proprietary HPC
software, has mailed a Definitive Proxy Statement for its 2024
Annual Meeting of Stockholders (the “Annual Meeting”), which is to
be held on December 20, 2024, and included information regarding
its planned acquisition of Data Vault’s ADIO® and Data Vault assets
(the “Asset Purchase”). WiSA’s stockholders of record at the close
of business on November 6, 2024 (the “Record Date”) will be
entitled to vote at the Annual Meeting.
WiSA’s board of directors unanimously recommends that
stockholders vote in favor of the Asset Purchase.
How to Vote Stockholders of record can vote in one of
three convenient ways. Have your 11-digit control number provided
on your proxy card ready when voting by Internet or phone.
- Online: Go to www.FCRvote.com/WISA and follow the prompts to
vote your shares.
- Phone: Call 1 866 402-3905 and follow the voting instructions
to cast your vote.
- Mail: Complete, sign, and return the proxy card in the
postage-paid envelope provided.
Beneficial owners holding shares through a broker, bank, or
other nominee should follow the voting instructions provided by
their financial institution.
For additional information about the meeting and the proposals,
please refer to the proxy materials available at
https://web.viewproxy.com/WISA/2024.
Questions or Assistance Stockholders who need assistance
voting their shares may contact Alliance Advisors, which is serving
as Proxy Solicitor:
Alliance Advisors 855-643-7310 WISA@allianceadvisors.com
The Asset Purchase Agreement On September 4, 2024, as
amended on November 14, 2024, WiSA Technologies executed a $210
million Definitive Agreement to purchase assets, including
High-Performance Computing (HPC) software and acoustic technologies
IP, from Data Vault, to create a licensing and technology company
with an extensive patent portfolio serving multiple industry and
government entities in bioengineering, energy, education, finance
& fintech, healthcare, sports entertainment, consumer,
restaurants, automotive, and more. The $210 million purchase price
consists of 40 million shares of WiSA common stock to be issued at
$5 per share plus a $10 million 3-year Note, along with a 3%
royalty on applicable product revenues.
Stockholders’ Meeting The Company filed a Definitive
Proxy Statement (Amendment No. 1) on November 26, 2024, for the
Annual Meeting to be held on December 20, 2024 at 1:00 p.m.,
Pacific Time, at the Company’s offices at 15268 NW Greenbrier Pkwy,
Beaverton, Oregon 9700. Stockholders have an opportunity to vote at
the Annual Meeting to approve the Asset Purchase, along with the
various other proposals included in the Definitive Proxy Statement.
If approved by stockholders, WiSA expects that the Asset Purchase
will close shortly after the Annual Meeting, subject to
satisfaction of customary closing conditions.
About Data Vault Holdings, Inc. Data Vault Holdings Inc.
is a technology holding company that provides a proprietary,
cloud-based platform for the delivery of blockchain objects. Data
Vault Holdings Inc. provides businesses with the tools to monetize
data assets securely over its Information Data Exchange® (IDE). The
company is in the process of finalizing the consolidation of its
affiliates Data Donate Technologies, Inc., ADIO LLC, and Datavault
Inc. as wholly owned subsidiaries under one corporate structure.
Learn more about Data Vault Holdings Inc. here.
LEGAL DISCLAIMER
Forward-Looking Statements This press release of WiSA
Technologies, Inc. (NASDAQ: WISA) (the “Company”, “us”, “our” or
“WiSA”) contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements, include,
among others, the Company’s and Data Vault Holdings, Inc.’s
(“Datavault”) expectations with respect to the proposed asset
purchase (the “Asset Purchase) between them, including statements
regarding the benefits of the Asset Purchase, the anticipated
timing of the Asset Purchase, the implied valuation of Datavault,
the products offered by Datavault and the markets in which it
operates, and the Company’s and Datavault’s projected future
results and market opportunities, as well as information with
respect to WiSA’s future operating results and business strategy.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Actual results may differ materially
from those indicated by these forward-looking statements as a
result of a variety of factors, including, but not limited to: (i)
risks and uncertainties impacting WiSA’s business including, risks
related to its current liquidity position and the need to obtain
additional financing to support ongoing operations, WiSA’s ability
to continue as a going concern, WiSA’s ability to maintain the
listing of its common stock on Nasdaq, WiSA’s ability to predict
the timing of design wins entering production and the potential
future revenue associated with design wins, WiSA’s ability to
predict its rate of growth, WiSA’s ability to predict customer
demand for existing and future products and to secure adequate
manufacturing capacity, consumer demand conditions affecting WiSA’s
customers’ end markets, WiSA’s ability to hire, retain and motivate
employees, the effects of competition on WiSA’s business, including
price competition, technological, regulatory and legal
developments, developments in the economy and financial markets,
and potential harm caused by software defects, computer viruses and
development delays, (ii) risks related to the Asset Purchase,
including WiSA’s ability to close the Asset Purchase in a timely
manner or at all, or on the terms anticipated, whether due to
WiSA’s ability to satisfy the applicable closing conditions and
secure stockholder approval from WiSA stockholders or otherwise, as
well as risks related to WiSA’s ability to realize some or all of
the anticipated benefits from the Asset Purchase, (iii) any risks
that may adversely affect the business, financial condition and
results of operations of Datavault, including but not limited to
cybersecurity risks, the potential for AI design and usage errors,
risks related to regulatory compliance and costs, potential harm
caused by data privacy breaches, digital business interruption and
geopolitical risks, and (iv) other risks as set forth from time to
time in WiSA’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). The information in this press release is as
of the date hereof and neither the Company nor Datavault undertakes
any obligation to update such information unless required to do so
by law. The reader is cautioned not to place under reliance on
forward looking statements. Neither the Company nor Datavault gives
any assurance that either the Company or Datavault will achieve its
expectations.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor will there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241205434149/en/
Investors Contact for WiSA Technologies and Data Vault
Holdings: David Barnard, Alliance Advisors Investor Relations,
415-433-3777, wisa@lhai.com
WiSA Technologies (NASDAQ:WISA)
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