Business Context and Reporting Period
This Form 8-K is filed by WiSA Technologies, Inc. (not Datavault AI Inc.) for the reporting period ending February 3, 2023, with the earliest event reported on January 31, 2023. The filing details a registered direct offering and concurrent private placement of equity securities, the termination of an at-the-market (ATM) equity distribution agreement, and amendments to prior purchase agreements.
Key Financial Metrics and Capital Structure
- Gross Proceeds Raised: Approximately $6.2 million from the closing of the offering on February 3, 2023.
- Securities Issued:
- 201,544 shares of Common Stock.
- Pre-Funded Warrants to purchase up to 381,762 shares (exercise price $0.0001).
- Private Placement Warrants to purchase up to 874,959 shares (exercise price $10.49).
- Potential Additional Proceeds: Approximately $9.18 million if all Private Placement Warrants are exercised for cash.
- Transaction Costs: Placement agent fee of 8.0% of gross proceeds.
- Debt Repayment Obligation: At least 20% of gross proceeds must be used to repay a portion of a senior secured convertible note issued in August 2022.
- ATM Agreement: Terminated on January 30, 2023; previously allowed sales of up to $4,000,000.
Material Changes and Use of Proceeds
The primary material change is the execution of a new capital raise to address liquidity and debt obligations. The Company intends to use net proceeds for:
- Partial repayment of the outstanding principal of the senior secured convertible note (August Investor).
- Working capital, capital expenditures, and product development.
- General corporate purposes, including sales and marketing investments in the U.S. and internationally.
Additionally, the Company amended a November 2022 purchase agreement to permit this offering, lifting a 90-day restriction on issuing new securities.
Guidance, Risks, and Restrictions
- Lock-Up Period: The Company and its executive officers/directors are restricted from selling securities for 45 days following the closing date.
- Variable Rate Transaction Restriction: The Company is prohibited from entering into variable rate transactions for six months from January 31, 2023.
- Registration Obligation: The Company must file a Form S-1 within 30 days to register the resale of shares issuable upon exercise of Private Placement Warrants and keep it effective until no investor holds such warrants.
- Risks: Forward-looking statements highlight risks regarding the ability to maintain Nasdaq Capital Market listing and general market uncertainties. The filing does not provide specific revenue or profit guidance.
Investor Verification Checklist
- Verify the exact amount of net proceeds after deducting the 8.0% placement fee and other offering expenses.
- Confirm the specific principal amount of the August 2022 Convertible Note being repaid with the mandatory 20% allocation.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for additional covenants or conditions.
- Monitor the filing of the required Form S-1 registration statement for the Private Placement Warrants within the 30-day window.
- Check subsequent filings for any updates on the Company's ability to maintain its Nasdaq listing status.