Business Context and Reporting Period
This Form 8-K is filed by WiSA Technologies, Inc. (not Datavault AI Inc.) on November 14, 2024. The filing primarily reports an amendment to a material definitive agreement entered into on September 4, 2024, with Data Vault Holdings Inc. regarding the acquisition of certain assets, including patents, trademarks, and software source code. The filing also references the company's third-quarter financial results for the period ended September 30, 2024, and the upcoming 2024 annual meeting of stockholders.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being contained in the press release (Exhibit 99.1) and presentation materials (Exhibit 99.2) attached to the filing, which are incorporated by reference but not detailed in the text of this 8-K.
Material Changes and Agreement Amendments
On November 14, 2024, WiSA Technologies and Data Vault amended their Asset Purchase Agreement with the following substantive changes:
- Definition Update: The definition of "Acquired Business" was amended to "Acquired Assets" to better describe the transferred items, and schedules describing these assets were updated.
- Key Employees: The definition of "Key Employees" was narrowed to include only Nathaniel Bradley and Brett Moyer.
- Promissory Note Terms: The initial terms of the Promissory Note were revised to add a floor price of $1.116.
- Payment Adjustments: It was clarified that all payments made by WiSA to Data Vault will be reduced by the amount Data Vault owes to WiSA under certain senior secured promissory notes.
Guidance, Outlook, and Corporate Actions
Management has announced the filing of a preliminary proxy statement for the 2024 annual meeting of stockholders. At this meeting, stockholders will vote on proposals including the approval of the transactions contemplated by the amended Asset Purchase Agreement. A conference call to discuss third-quarter results and business highlights was scheduled for November 15, 2024. The filing explicitly states that the financial information in the attached exhibits is furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the specific financial results for the quarter ended September 30, 2024, by reviewing the attached press release (Exhibit 99.1) as numbers are not in the 8-K text.
- Confirm the details of the senior secured promissory notes owed by Data Vault to WiSA to understand the impact on the net purchase price.
- Review the preliminary proxy statement to understand the specific voting proposals regarding the asset acquisition.
- Monitor the outcome of the stockholder vote required to approve the amended Asset Purchase Agreement.