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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/22 Wisa Technologies, Inc. 8-K:2,5,7,8 3/11/22 14:5M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 36K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 12K 3: EX-99.1 Miscellaneous Exhibit HTML 22K 4: EX-99.2 Miscellaneous Exhibit HTML 21K 9: R1 Cover HTML 55K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm229069d1_8k_htm XML 19K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.DEF XBRL Definitions -- wisa-20220311_def XML 74K 7: EX-101.LAB XBRL Labels -- wisa-20220311_lab XML 103K 8: EX-101.PRE XBRL Presentations -- wisa-20220311_pre XML 71K 5: EX-101.SCH XBRL Schema -- wisa-20220311 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 14: ZIP XBRL Zipped Folder -- 0001104659-22-032976-xbrl Zip 27K
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 March 11, 2022
(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)
i Summit Wireless Technologies, Inc.
(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):
| 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 2.02 | Results of Operations and Financial Condition. |
On March 11, 2022, WiSA Technologies, Inc. (formerly known as Summit Wireless Technologies, Inc.) (the “Company”) issued a press release announcing its financial and business highlights for the quarter and full year ended December 31, 2021, recent business highlights, projected financial guidance for the fiscal year ending December 31, 2022, and the Name Change (as defined below in Item 5.03 of this Current Report on Form 8-K (“Form 8-K”)). The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Additionally, on March 11, 2022, the Company hosted a conference call to deliver to the Company’s stockholders a presentation of the Company’s end of fourth quarter results. The Company released presentation materials that incorporate the Company’s fourth quarter 2021 update, expected customer product rollout, projected growth and financial guidance and recent business highlights. The presentation materials of the conference call are hereby furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
The information contained in this Form 8-K provided under Item 2.02 and Exhibits 99.1 and 99.2 attached hereto are furnished to, but shall not be deemed filed with, the U.S. Securities and Exchange Commission (the “SEC”) or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Effective as of March 11, 2022, the Company changed its name to “WiSA Technologies, Inc.” (the “Name Change”) pursuant to a certificate of amendment to its certificate of incorporation, as previously amended (the “Certificate of Amendment”), filed with the Secretary of State of the State of Delaware on March 11, 2022. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders.
The foregoing description of the Certificate of Amendment is not complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to this Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Reference is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.
The information contained in this Form 8-K provided under Item 7.01 and Exhibits 99.1 and 99.2 attached hereto are furnished to, but shall not be deemed filed with, the SEC or incorporated by reference into the Company’s filings under the Securities Act or the Exchange Act.
Forward-Looking Statements
Exhibits 99.1 and 99.2 attached hereto contain, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of the Company, dated March 11, 2022. | |
| 99.1 | Press release, dated March 11, 2022. | |
| 99.2 | March 11, 2022 Presentation Materials. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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: March 11, 2022 | WISA TECHNOLOGIES, INC. | ||
| By: | /s/ Brett Moyer | ||
| Name: | Brett Moyer | ||
| Title: | Chief Executive Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/22 | ||||
| Filed on / For Period end: | 3/11/22 | 10-K | ||
| 12/31/21 | 10-K, 5 | |||
| List all Filings | ||||