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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/23 Wisa Technologies, Inc. 8-K:1,2,3,9 4/12/23 12:536K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-5.1 Opinion of Counsel re: Legality HTML 11K 3: EX-10.1 Material Contract HTML 239K 7: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2312593d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- wisa-20230412_lab XML 97K 6: EX-101.PRE XBRL Presentations -- wisa-20230412_pre XML 64K 4: EX-101.SCH XBRL Schema -- wisa-20230412 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-23-044686-xbrl Zip 85K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i April 12, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38608 | i 30-1135279 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| i 97006 | ||
| (Address of registrant’s principal executive office) | (Zip code) |
(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):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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 | ||
| i Common Stock, par value $0.0001 per share | i WISA | The i 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.
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. i ¨
Item 1.01. Entry into a Material Definitive Agreement.
On April 12, 2023, WiSA Technologies, Inc., a Delaware corporation (the “Company”), consummated its previously reported offering with certain institutional investors, in which the Company issued and sold to such investors (i) in a registered direct offering, 743,066 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) in a concurrent private placement, common stock purchase warrants (the “Private Placement 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 pursuant to that certain securities purchase agreement, dated April 7, 2023 (the “Purchase Agreement”), among the Company and such institutional investors.
The Company received aggregate gross proceeds of approximately $1.2 million before deducting fees and other offering expenses payable by the Company. In the event that all Private Placement Warrants are exercised for cash, the Company would receive additional aggregate gross proceeds of approximately $2.1 million. The Company intends to use a portion of the net proceeds of the offering to partially or fully repay the outstanding principal amount of a senior secured convertible note issued to an institutional investor (the “August Investor”) on August 15, 2022, as amended (the “Convertible Note”), and to use the remainder of the net proceeds for working capital, capital expenditures, product development, and other general corporate purposes, including investments in sales and marketing in the United States and internationally. The Company has not allocated specific amounts of net proceeds for any of these purposes; however, the Company is required pursuant to the terms of that certain securities purchase agreement, dated August 15, 2022, by and between the Company and the August Investor, to direct at least 20% of the gross proceeds of the offering to repay a portion of the Convertible Note.
The securities 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.
The Private Placement Warrants (and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants) 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 Rule 506(b) promulgated thereunder. The Private Placement Warrants are immediately exercisable upon issuance, will expire five years from the date of issuance, and in certain circumstances may be exercised on a cashless basis.
The Company previously filed the form of Purchase Agreement as Exhibit 10.1 to the Form 8-K filed on April 7, 2023. The Company has filed an amended form of Purchase Agreement correcting certain typographical errors as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”). The foregoing does not purport to be a complete description of each of the Private Placement 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 4.1 and 10.1, respectively, to 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.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The applicable information set forth in Item 1.01 of this Form 8-K with respect to the use of proceeds of the offering is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
The applicable information set forth in Item 1.01 of this Form 8-K with respect to the issuance of Private Placement Warrants is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management, including, without limitation, the Company’s intended use of proceeds upon consummation of the offering. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, among other things, general market conditions and the economic environment, and those risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC, which may cause the Company’s actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023). | |
| 5.1 | Opinion of Sullivan & Worcester LLP dated April 12, 2023. | |
| 10.1 | Form of Securities Purchase Agreement by and between the Company and certain institutional investors dated April 7, 2023. | |
| 23.1 | Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1 above). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document.). |
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: April 12, 2023 | WISA TECHNOLOGIES, INC. | ||
| By: | /s/ Brett Moyer | ||
| Name: | Brett Moyer | ||
| Title: | Chief Executive Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 4/12/23 | |||
| 4/7/23 | 8-K | |||
| 9/13/22 | 424B5, 8-K, EFFECT | |||
| 9/1/22 | 8-K, S-3 | |||
| 8/15/22 | 10-Q, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/23 Wisa Technologies, Inc. 8-K:1,2,3,9 4/07/23 13:618K Toppan Merrill/FA |