Business Context and Reporting Period
This Form 8-K is filed by WiSA Technologies, Inc. (not Datavault AI Inc.) on December 27, 2022, reporting events occurring on December 21, 2022. The Company is an emerging growth company incorporated in Delaware with its principal executive office in Beaverton, Oregon. Its common stock trades on The Nasdaq Capital Market under the symbol "WISA."
Key Financial Metrics
This filing is a current report regarding regulatory compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Regulatory Status
- Minimum Bid Price Non-Compliance: The Company failed to regain compliance with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 bid price) by the December 20, 2022 deadline.
- Extension Granted: Nasdaq granted a second 180-day compliance period extending until June 20, 2023. Compliance requires a closing bid price of at least $1.00 for 10 consecutive business days.
- Proposed Remedy: The Company intends to cure the deficiency, if necessary, by effecting a reverse stock split.
- Public Offering Rule Violation: The Company received notice of non-compliance with Listing Rule 5635(d) regarding a recently closed public offering due to a significant discount to the "Minimum Price." A compliance plan is due by February 6, 2023.
Outlook, Risks, and Management Commentary
Management states it intends to take appropriate steps to regain compliance with all Nasdaq rules. However, the Company explicitly provides no assurance that it will regain compliance by June 20, 2023. If compliance is not demonstrated by the end of the Second Compliance Period, the Company faces delisting, at which point it may appeal to a hearings panel. The filing includes standard forward-looking statement disclaimers regarding the uncertainty of maintaining the Nasdaq listing.
Investor Verification Checklist
- Verify the current trading price of WISA stock to assess proximity to the $1.00 threshold.
- Monitor for announcements regarding a reverse stock split to determine if and when it will be executed.
- Review the Company's plan to be submitted by February 6, 2023, to address the Rule 5635(d) violation.
- Check for any subsequent 8-K filings regarding the outcome of the compliance period or potential delisting notices.