Business Context and Reporting Period
This Form 8-K is filed by WiSA Technologies, Inc. (not Datavault AI Inc.) on November 21, 2022. The company is incorporated in Delaware and trades on the Nasdaq Capital Market under the symbol WISA. The filing reports material amendments to existing agreements with its placement agent, Maxim Group LLC.
Key Financial Metrics and Agreements
The filing references a private placement closed previously in August 2022, under which the company received gross proceeds of $3,000,000. This transaction involved the issuance of a senior secured convertible note with a principal amount of $3,600,000 and a warrant to purchase up to 2,097,022 shares of common stock at an exercise price of $0.997 per share.
Additionally, the company maintains an equity distribution agreement allowing for the sale of up to $4,000,000 of common stock through Maxim Group LLC.
Material Changes and Amendments
On November 21, 2022, the company executed two key amendments:
- Placement Agent Warrant Amendment: Clarified circumstances where lock-up restrictions do not apply, defined limitations on demand registration rights, and established that piggy-back registration rights expire on the fifth anniversary of issuance.
- Sales Agreement Amendment: Modified the Right of First Refusal (ROFR) to comply with FINRA Rule 5110(g)(5)(B). This allows the company to terminate the ROFR for "cause," thereby eliminating obligations to pay termination fees or honor the right of first refusal in such instances.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding future performance. The primary focus is on the legal modification of security holder rights and placement agent terms. No specific risks or contingencies beyond the standard terms of the amended agreements are detailed in this report.
Investor Verification Checklist
- Verify the company name is WiSA Technologies, Inc. (WISA), not Datavault AI Inc.
- Review the full text of Exhibit 1.1 (Amendment to Equity Distribution Agreement) and Exhibit 4.1 (Warrant Amendment Agreement) for complete legal terms.
- Confirm the status of the $3,600,000 convertible note issued in August 2022 and its impact on current debt obligations.
- Assess the implications of the amended "cause" termination clause on future capital raising flexibility.