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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 23, 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)
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 7.01 | Regulation FD Disclosure |
On December 23, 2024,
WiSATechnologies, Inc. (the “Company”) issued a press release announcing that the Company’s stockholders had approved,
at the Company’s 2024 Annual Meeting of Stockholders, the issuance of 40,000,000 shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), to Data Vault Holdings Inc. (“Data Vault”) as partial consideration
for the purchase of certain intellectual property assets from Data Vault. The shares of Common Stock will be issued to Data Vault on closing
of the transaction, which closing is subject to customary closing conditions.
On December 23, 2024,
the Company issued an updated press release (the “Updated Press Release”) to clarify that the shares of Common Stock to be
issued to Data Vault will be restricted shares that are not available for immediate resale, absent an exemption from registration under
the Securities Act of 1933, as amended (the “Securities Act”). The Company is not under any obligation to register such shares
pursuant to a registration rights agreement or any other registration mechanism. The Updated Press Release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information contained
in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(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.
Date: December 23, 2024 |
WISA TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Brett Moyer |
|
|
Name: |
Brett Moyer |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
WiSA Technologies’ Stockholders Overwhelmingly
Approve Purchase of Data Vault Holdings’ Assets
-
Fairness opinion valued Data Vault’s assets between $266M and $501M -
- 40 million shares of WiSA restricted common
stock to be issued at closing of the transaction plus a $10 million 3-year Note -
-
Creates licensing and technology company with extensive patent portfolio for sports & entertainment, events & venues, biotech,
education, fintech, real estate, healthcare, and energy
Beaverton, OR (December 23,
2024) WiSA Technologies, Inc. (“WiSA Technologies”) (NASDAQ: WISA), has received stockholder approval to purchase the
Datavault® intellectual property and information technology assets of privately held Data Vault Holdings Inc.® for 40 million
shares of restricted common stock of WiSA Technologies to be issued at closing of the transaction plus a $10 million 3-year Note.
94% of stockholders present or represented by proxy at the meeting voted in favor of the transaction. Closing remains subject to customary
conditions and is expected to be completed on or about December 31, 2024.
Upon closing, WiSA Technologies
will change its name to Datavault Inc. and will become a data technology and licensing company that enables clients and strategic partners
to monetize their Blockchain Data and AI Web 3.0 assets via tokenization, data ownership and digital twins offering two primary solutions:
| · | Data Sciences will license High Performance
Computing (HPC) software applications and Web 3.0 data management serving the biotech research, energy, education, fintech, real estate,
and healthcare industries, among others. |
| · | Acoustic Sciences will license spatial and
multichannel HD sound transmission, including proprietary brands ADIO®, WiSA® and Sumerian®, to customers in sports &
entertainment, events & venues, restaurants, automotive, finance, and other industries. |
“This resounding vote of
approval from our stockholders marks a turning point in the company’s history, as this transaction will transform the company into
a dramatically larger entity with a broad reach in multiple, rapidly growing markets,” said Brett Moyer, CEO of WiSA Technologies.
“I look forward to working closely with Nate as we move forward integrating these assets and growing the business across multiple
vertical markets.”
Nathaniel T. Bradley, CEO and
co-founder of Data Vault Holdings, said, “This is an exciting time, as the transaction is expected to enable increased access to
capital and additional resources to energize our commercial expansion for Data and Acoustic Sciences. Since embarking on this technology
integration with WiSA in early September, we have a made a number of customer and partnering announcements, and we expect to build on
this momentum in 2025.”
The Datavault Platform
Datavault’s
software and encryption enables a comprehensive solution for managing and monetizing data in the Web 3.0 environment. It allows
risk-free licensing of name, image, and likeness (NIL) by securely attaching physical real-world objects to immutable metadata or blockchain
objects, fostering responsible AI with integrity. Datavault's solutions ensure privacy and credential protection. They are completely
customizable and offer AI and ML automation, third-party integration, detailed analytics and data, marketing automation and advertising
monitoring.
The platform creates value through scarcity,
utility, and encrypted data protection and generates revenue through licensing partnerships that provide detailed analytics, sophisticated
HPC modeling, digital ownership, tokenization, and advertising, among other means.
Summary of the Asset Purchase Agreement
| · | Consideration
paid to Data Vault Holdings in exchange for Datavault and ADIO intellectual property and information technology assets by WiSA Technologies. |
o
40 million shares of restricted common stock of WiSA Technologies to be issued at closing of the transaction
o
$10 million in an unsecured promissory note due 3 years from closing, with 10% of the proceeds of any financings used to pay down or pay
off the promissory note in the interim
| · | 3% royalty
on future revenues from Datavault and ADIO product lines |
Closing
is subject to customary closing conditions.
Upon
closing, Mr. Bradley will become CEO and Mr. Moyer, CFO, and the company will change its name to Datavault Inc.
Nathaniel
(Nate) Bradley
Nathaniel
(Nate) Bradley, CEO and Co-founder of Data Vault Holdings Inc., a highly accomplished inventor with over 70 international and U.S. patents
across diverse fields such as Internet broadcasting, mobile advertising, behavioral healthcare, blockchain, cybersecurity, AI, and data
science. As CEO and co-founder of Data Vault Holdings Inc., which operates Datavault Inc., Adio LLC, True Luck Inc., and Data Donate Technologies,
Mr. Bradley has developed patented technologies that establish Datavault as a leader in Web 3.0 data monetization. He has also lobbied
Congress for a Digital Bill of Rights and founded the Intellectual Property Network Inc., offering IP and IT development services globally.
Previously, Mr. Bradley was the inventor and founder of AudioEye (NASDAQ: AEYE), where he pioneered cloud-based assistive technologies,
earning recognition for his contributions to internet accessibility. His extensive experience includes roles as Chief Technology Officer
for Marathon Patent Group (currently named Marathon Digital Holdings, NASDAQ: MARA) and involvement in significant acquisitions within
the Internet Radio industry.
Legal Advisors
Sullivan & Worcester LLP served as legal
counsel for WiSA Technologies, and Mitchell Silberberg & Knupp LLP served as legal counsel for Data Vault Holdings Inc.
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. Datavault Inc. and True Luck, Inc. as wholly owned subsidiaries
under one corporate structure. Learn more about Data Vault Holdings Inc. at www.datavaultsite.com.
Cautionary Note Regarding
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 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.
Investors Contact for WiSA Technologies
and Data Vault Holdings:
David Barnard, Alliance Advisors Investor
Relations, 415-433-3777, dbarnard@allianceadvisors.com
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