M&A: WISA TECHNOLOGIES, INC.

Form Type: 8-K/A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925002022

Comments: This document serves as an amendment (Amendment No. 1) to the original Current Report on Form 8-K filed on January 7, 2024, concerning the asset purchase closing between WiSA Technologies, Inc. and Data Vault Holdings Inc. The filing amends Item 9.01 to correct disclosures related to the acquisition, specifically removing certain disclosures under Item 9.01(a) and providing amended information under Item 9.01(b). Pro forma financial information relevant to the acquisition has been previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed on November 26, 2024, and is incorporated by reference into this report. There are no other changes made to the original filing.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925001736

Comments: On December 31, 2024, WiSA Technologies, Inc. completed its acquisition of information technology assets, certain patents, and trademarks from Data Vault Holdings Inc. for a total consideration of $10,000,000, which included a promissory note of $10 million, 40 million shares of restricted common stock, and the assumption of certain liabilities. Additionally, the parties agreed to amend their asset purchase agreement to include an earnout agreement instead of a royalty agreement and outlined specific stock distribution and board representation terms for Data Vault's directors. A key financial aspect of the promissory note includes a conversion option into shares of common stock under specified terms. The transaction also involved changes in executive leadership, including the resignation of CEO Brett Moyer and the appointment of Nathaniel Bradley as the new CEO. A press release detailing the closing and associated agreements was issued on January 7, 2025.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925001395

Comments: WiSA Technologies, Inc. has amended an existing asset purchase agreement initially entered into with CompuSystems, Inc. on December 19, 2024. This amendment, effective December 30, 2024, includes revisions to the definition of 'Breakup Fee', now set at $1,000,000 to be paid into an escrow account by January 10, 2025. Additionally, the amendment allows the Company to secure the majority of stockholder signatures for a Voting Agreement by the same date. Minimal substantive changes were made to the original Asset Purchase Agreement, which involves the acquisition of assets related to the Acquired Business including customer contracts and intellectual property from CSI. A copy of the amendment is filed as Exhibit 2.1.

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Form Type: DEFA14A

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925001396

Comments: WiSA Technologies, Inc. has filed a DEFA14A form to disclose the amendment to an Asset Purchase Agreement with CompuSystems, Inc. The amendment made on December 30, 2024, alters the definition of Breakup Fee to $1,000,000 to be deposited in an Escrow Account by January 10, 2025. It also allows for the majority of the company's stockholders to sign a Voting Agreement by the same date. This is part of the ongoing process for the acquisition of certain assets from CompuSystems which includes customer contracts and intellectual property. Shareholders will be requested to vote on proposals related to the acquisition during the 2025 Annual Meeting. The filing indicates that this is not a solicitation for proxies or offers for stock sales, and includes cautionary statements about forward-looking projections related to the transaction.

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Form Type: DEFA14A

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924132577

Comments: On December 30, 2024, WiSA Technologies, Inc. announced a special investor conference call co-hosted with CompuSystems, Inc. and Data Vault Holding Inc. The call took place at 8:00 am PT / 11:00 am ET, and focused on a proposed asset purchase, highlighting the anticipated benefits, timing, and expected results associated with the acquisition of CompuSystems, Inc. The announcement included details about a transcript of the call, presentation materials prepared for the investors, and a press release related to the conference call. Furthermore, stakeholders were informed that comprehensive proxy materials would be filed with the SEC before the 2025 Annual Meeting of Stockholders, where stockholder votes on the proposals would take place. The document warns of various risks and uncertainties that could affect the completion of the asset purchase and future performance.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131275

Comments: On December 20, 2024, WiSA Technologies, Inc. held its 2024 Annual Meeting of Stockholders where fourteen proposals were voted on. Notably, the transaction contemplated by the asset purchase agreement with Data Vault Holdings Inc. was approved, which will involve the issuance of 20% or more of the company's outstanding shares of common stock upon completion of the asset purchase. The stockholders also elected eight nominees to serve as directors until the Company's 2025 Annual Meeting, approved BPM LLP as the independent registered public accounting firm, and endorsed several resolutions related to executive compensation and common stock purchase warrants. The meeting quorum consisted of stockholders holding 4,705,575 shares of common stock. The proposals included various amendments to the Company's Long-Term Stock Incentive Plan and other corporate governance matters.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924131373

Comments: On December 23, 2024, WISA Technologies, Inc. announced that its stockholders had approved the issuance of 40,000,000 shares of the Company's common stock to Data Vault Holdings Inc. as partial consideration for the purchase of certain intellectual property assets. The issuance of the common stock is subject to customary closing conditions and will consist of restricted shares that are not available for immediate resale unless exempt from registration under the Securities Act of 1933. This is part of the resolution passed during the Company’s 2024 Annual Meeting of Stockholders, and the Company clarified that it is not obliged to register these shares under any registration rights agreement or other mechanisms.

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