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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) December 20, 2024
WISA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38608 |
|
30-1135279 |
(State or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
15268 NW Greenbrier Pkwy
Beaverton, OR |
|
97006 |
(Address of registrant’s principal executive office) |
|
(Zip code) |
(408) 627-4716
(Registrant’s telephone
number, including area code)
N/A
(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
registered |
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 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. ¨
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On December 20, 2024, WiSA Technologies, Inc.
(the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the fourteen
proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections
for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the
U.S. Securities and Exchange Commission on November 27, 2024 (the “Proxy Statement”).
As of the close of business on November 6,
2024, the record date for the Annual Meeting, there were an aggregate of 7,767,828 shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), issued, outstanding and entitled to vote. Stockholders holding an aggregate of 4,705,575
shares of Common Stock were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.
Proposal
1 – The eight (8) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the
Company’s directors until the Company’s 2025 Annual Meeting of Stockholders and until each of their respective successors
are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election
of each such nominee were as follows:
Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
|
Brett Moyer |
|
2,601,577 |
|
72,958 |
|
2,031,040 |
|
Kimberly Briskey |
|
2,613,629 |
|
60,906 |
|
2,031,040 |
|
Dr. Jeffrey M. Gilbert |
|
2,613,749 |
|
59,786 |
|
2,032,040 |
|
David Howitt |
|
2,613,428 |
|
60,107 |
|
2,032,040 |
|
Helge Kristensen |
|
2,614,267 |
|
59,268 |
|
2,032,040 |
|
Sriram Peruvemba |
|
2,597,253 |
|
77,282 |
|
2,031,040 |
|
Robert Tobias |
|
2,614,744 |
|
59,791 |
|
2,031,040 |
|
Wendy Wilson |
|
2,614,522 |
|
60,013 |
|
2,031,040 |
|
Proposal
2 – The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal
year ending December 31, 2024 was ratified by the Company’s stockholders at the Annual Meeting. The final voting results were
as follows:
For |
|
Against |
|
Abstain |
4,428,549 |
|
82,119 |
|
194,907 |
Proposal
3 – The non-binding advisory resolution on the compensation paid to the Company’s named executive officers
was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
2,451,743 |
|
87,777 |
|
127,310 |
There were 2,038,745 broker non-votes with respect
to the third proposal.
Proposal
4 – Three years has been selected by the Company’s stockholders as the frequency of the stockholder vote on
the non-binding advisory resolution on the compensation of the Company’s named executive officers. The final voting results were
as follows:
One Year |
|
|
Two Years |
|
|
Three Years |
|
|
Abstain |
|
|
1,142,183 |
|
|
|
22,610 |
|
|
|
1,446,794 |
|
|
|
56,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were 2,037,746 broker non-votes with respect to the fourth proposal.
Proposal
5 – For purposes of Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of
20% or more of our outstanding shares of Common Stock, issuable upon the “alternative cashless exercise” of certain common
stock purchase warrants, dated April 19, 2024, as amended, issued to the holders of such warrants (the “Holders”) was
approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,628,966 |
|
126,325 |
|
97,806 |
There were 2,852,478 broker non-votes with respect
to the fifth proposal.
Proposal
6 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated April 23, 2024, as
amended, issued to the Holder was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,624,807 |
|
128,358 |
|
97,933 |
There were 2,854,477 broker non-votes with respect
to the sixth proposal.
Proposal
7 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated April 30, 2024, as
amended, issued to the Holders was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,629,773 |
|
123,477 |
|
97,848 |
There were 2,854,477 broker non-votes with respect
to the seventh proposal.
Proposal
8 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated May 15, 2024, as amended,
issued to the Holders was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,629,723 |
|
129,855 |
|
97,225 |
There were 2,848,772 broker non-votes with respect
to the eighth proposal.
Proposal
9 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated May 17, 2024, as amended,
issued to the Holders was approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,629,726 |
|
129,186 |
|
97,891 |
There were 2,848,772 broker non-votes with respect
to the ninth proposal.
Proposal
10 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon exercise of certain common stock purchase warrants issued pursuant to certain inducement agreements by and between the Company
and each Holder, entered into as of September 10, 2024, was approved by the Company’s stockholders. The final voting results
were as follows:
For |
|
Against |
|
Abstain |
1,629,918 |
|
123,028 |
|
103,857 |
There were 2,848,772 broker non-votes with respect
to the tenth proposal.
Proposal
11 – For purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock,
issuable upon exercise of certain common stock purchase warrants to be issued immediately upon stockholder approval of this proposal,
pursuant to certain side letter agreements by and between the Company and each Holder, entered into as of September 10, 2024, was
approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
1,625,001 |
|
127,701 |
|
104,101 |
There were 2,848,772 broker non-votes with respect
to the eleventh proposal.
Proposal
12 – The amendment to the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”) to remove
the annual share limit of Common Stock that may be issued for a certain fiscal year under the LTIP was approved by the Company’s
stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
2,441,291 |
|
139,492 |
|
92,142 |
There were 2,032,650 broker non-votes with respect
to the twelfth proposal.
Proposal
13 – The amendment to the Company’s certificate of incorporation, as amended, to permit the Board to amend
the Company’s bylaws, as amended, was not approved by the Company’s stockholders. The final voting results were as follows:
For |
|
Against |
|
Abstain |
2,435,250 |
|
109,678 |
|
128,647 |
There were 2,032,000 broker non-votes with respect to the thirteenth
proposal. With respect to the thirteenth proposal, broker non-votes were counted
as votes against the proposal.
Proposal
14 – The transactions contemplated by the asset purchase agreement, entered into as of September 4, 2024, by
and between the Company and Data Vault Holdings Inc., including, for purposes of Nasdaq Rule 5635(a) and 5635(b), the issuance
of 20% or more of our outstanding shares of Common Stock upon consummation of the asset purchase was approved by the Company’s stockholders.
The final voting results were as follows:
For |
|
Against |
|
Abstain |
2,511,868 |
|
114,545 |
|
47,122 |
There were 2,032,040 broker non-votes with respect
to the fourteenth proposal.
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 23, 2024 |
WISA TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Brett Moyer |
|
|
Name: Brett Moyer
Title: Chief Executive Officer |
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