Business Context and Reporting Period
This Form 8-K is filed by WiSA Technologies, Inc. (not Datavault AI Inc.) on September 1, 2023. The registrant is a Delaware corporation with its principal executive office in Beaverton, Oregon, and its common stock trades on The Nasdaq Capital Market under the symbol WISA. The company is classified as an emerging growth company.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a material definitive agreement regarding financing terms rather than periodic financial performance.
Material Changes and Agreements
The primary event reported is the entry into a Waiver Agreement on September 1, 2023, with purchasers from previous registered direct offerings (dated March 27, 2023, and April 7, 2023). Key terms include:
- Waiver of Restrictions: Purchasers waived the prohibition on "Variable Rate Transactions" that was in effect for six months following the closing of the prior offerings.
- Participation Rights: In consideration for the waiver, the Company granted Purchasers the right to participate in any subsequent financings occurring on or prior to September 1, 2024.
- Participation Cap: Purchasers may participate in up to 90% of the total dollar value raised in any such future financing on the same terms and conditions as other investors.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the implications of the financing agreement. The document notes that the description of the Waiver Agreement is qualified by reference to the full text filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the full text of the Waiver Agreement (Exhibit 10.1) to understand specific definitions of "Variable Rate Transactions" and any other covenants.
- Confirm the identity of the "Purchasers" to assess potential dilution impact if future financings occur.
- Monitor for any subsequent financing announcements prior to the September 1, 2024, deadline to evaluate the exercise of the 90% participation right.
- Review prior 8-K filings from March and April 2023 to understand the original terms of the Securities Purchase Agreements.