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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): October 31, 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 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on September 10, 2024, WiSA Technologies, Inc., a Delaware corporation (the “Company”), entered into an inducement agreement (collectively, the “Inducement Agreements”) with each of the holders (the “Holders”) of certain common stock purchase warrants (“Exchange Warrants”) issued by the Company to the Holders pursuant to certain exchange agreements, dated as of September 10, 2024, by and between the Company and each Holder. Pursuant to the Inducement Agreements, the Company agreed, as consideration for exercising all or part of the Exchange Warrants held by any Holder on or prior to September 30, 2024 (the “Inducement Period”), to issue to such Holder one or more common stock purchase warrants exercisable for up to a number of shares of Common Stock equal to 65% of the number of shares of Common Stock issued upon exercise of the Exchange Warrants.
Also as previously disclosed, on September 30, 2024, the Company entered into an amendment agreement (collectively, the “First Amendments”) with each of the Holders to extend the expiration date of the Inducement Period to October 31, 2024.
On October 31, 2024, the Company entered into a second amendment agreement (collectively, the “Second Amendments”) with each of the Holders to extend the expiration date of the Inducement Period to November 30, 2024.
The foregoing summary of the Second Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Second Amendments, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Second Amendment to Inducement Agreement between the Company and each Holder, dated as of October 31, 2024. | |
| 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: October 31, 2024 | WISA TECHNOLOGIES, INC. | ||
| By: | /s/ Brett Moyer | ||
| Name: | Brett Moyer | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
SECOND AMENDMENT TO INDUCEMENT AGREEMENT
This Second Amendment to Inducement Agreement (this “Amendment”), dated as of October 31, 2024, is by and between WiSA Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the Company’s securities (the “Holder”).
WHEREAS, pursuant to that certain exchange agreement, dated September 10, 2024, between the Company and the Holder, the Holder was issued a common stock purchase warrant (the “Existing Warrant”) excisable for the number of shares set forth below the Holder’s name on the signature page hereto (the “Existing Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price of $2.21 per share of Common Stock;
WHEREAS, pursuant to that certain inducement agreement, dated September 10, 2024 (as amended as of September 30, 2024, the “Inducement Agreement”), between the Company and the Holder, the Company agreed, as consideration for exercising all or part of the Existing Warrant on or prior to October 31, 2024 (the “Inducement Period”), to issue to the Holder one or more common stock purchase warrants exercisable for up to a number of shares of Common Stock equal to 65% of the number of Existing Warrant Shares issued upon exercise of all or part of the Existing Warrant under the Inducement Agreement; and
WHEREAS, the Company and the Holder desire to extend the Inducement Period pursuant to the terms hereof.
'NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Holder and the Company hereby agree as follows:
1. “Inducement Period”. The first sentence in the first paragraph of the Inducement Agreement shall be amended and restated in its entirety as follows:
Pursuant to this letter agreement (this “Agreement”), WiSA Technologies, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or part of the common stock purchase warrant issued to you on September 10, 2024 (“Existing Warrant”), exercisable for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price of $2.21 per share of Common Stock on or before 5:00 p.m. Eastern Time on November 30, 2024 (the “Inducement Period”).
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2. Effect of Amendment. Except as expressly modified by this Amendment, the Inducement Agreement shall remain unmodified and in full force and effect.
3. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
5. Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment hereto.
6. Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
COMPANY:
WISA TECHNOLOGIES, INC.
| By: |
Name: Brett Moyer
Title: Chief Executive Officer
HOLDER:
| By: |
Name:
Title:
Existing Warrant Shares:
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