WISA TECHNOLOGIES INC

S-11 tm243251d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on January 19, 2024

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

***UNDER THE

SECURITIES ACT OF 1933*

(Exact name of registrant as specified in its charter)

15268 NW Greenbrier Pkwy

**Beaverton, OR 97006

(408) 627-4716

**(Address, including zip code and telephone number, including area code, of registrant’s principal executive

offices)

Brett Moyer

Chief Executive Officer

15268 NW Greenbrier Pkwy

Beaverton, OR 97006

**(408) 627-4716

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

**Up to [___] Units

(Each Unit Consisting of One Share of Common Stock and

One Warrant Exercisable for One Share of Common Stock)

**Up to [___] Pre-Funded Units

(Each Pre-Funded Unit Consisting of One Pre-Funded Warrant Exercisable for One Share of Common Stock and One Warrant Exercisable for One Share of Common Stock)

Shares of Common Stock Underlying the Warrants

Shares of Common Stock Underlying the Pre-Funded Warrants

We are offering on a reasonable best-efforts basis up to [] units (“Units”), each consisting of one share of our common stock, par value $0.0001 per share (“Common Stock”) and one warrant to purchase one share of our Common Stock (each, a “Warrant”), at an assumed offering price of $[] per Unit, which is equal to the closing price of our Common Stock on the Nasdaq Capital Market (“Nasdaq”) on January [__], 2024. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Common Stock and Warrants included in the Units are immediately separable and will be issued separately in this offering.

The Warrants offered hereby will have an exercise price equal to 100% of the public offering price of each Unit sold in this offering, will be immediately exercisable on the date of issuance and will expire five years from the date of issuance; provided, however, that if the sum of the number of shares of Common Stock issued in this offering, plus the number of shares of Common Stock issuable upon exercise of all of the Warrants and the Pre-Funded Warrants (as defined below) issued in this offering, exceeds 31,900,000 shares of Common Stock, then the Warrants shall not be exercisable until after the date that stockholder approval is obtained to effect a reverse stock split of our Common Stock or an increase of the number of shares of our authorized Common Stock sufficient to allow for the exercise in full of all of the Warrants and the Pre-Funded Warrants issued in this offering (“Stockholder Approval”) and will then expire five (5) years after the date that Stockholder Approval is obtained, and in such case, we will be obligated to hold a stockholder meeting no later than [_______], 2024 for the purpose of seeking Stockholder Approval.

We are also offering to those purchasers, if any, whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose, pre-funded units (“Pre-Funded Units”) in lieu of the Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of our Common Stock (each, a “Pre-Funded Warrant”), and one Warrant. The purchase price of each Pre-Funded Unit will equal the price per Unit, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share of our Common Stock. The Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Pre-Funded Warrants and Warrants included in the Pre-Funded Units are immediately separable and will be issued separately in this offering. There can be no assurance that we will sell any of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit we sell, the number of Units we are offering will be decreased on a one-for-one basis. Because we will issue one Warrant as part of each Unit or Pre-Funded Unit, the number of Warrants sold in this offering will not change as a result of a change in the mix of the Units and Pre-Funded Units sold.

We are also registering the Common Stock issuable from time to time upon exercise of the Warrants and Pre-Funded Warrants included in the Units and Pre-Funded Units offered hereby. See “Description of the Securities We Are Offering” in this prospectus for more information. We refer to the shares of our Common Stock, the Warrants, the Pre-Funded Warrants, and the shares of our Common Stock issued or issuable upon exercise of the Warrants and Pre-Funded Warrants, collectively, as the securities.

Our shares of Common Stock are listed on Nasdaq under the symbol “WISA.” On January 18, 2024, the last reported sale price of our shares of Common Stock on Nasdaq was $0.1101 per share.

There is no established public trading market for the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of such securities will be limited. In addition, we do not intend to list the Warrants or Pre-Funded Warrants on Nasdaq, any other national securities exchange or any other trading system.

The securities will be offered at a fixed price and are expected to be issued in a single closing. Investors purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. When we price the securities, we will simultaneously enter into securities purchase agreements relating to the offering with those investors who so choose. We expect this offering to be completed not later than two (2) business days following the commencement of this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “placement agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below. See “Plan of Distribution” in this prospectus for more information.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider before investing in our securities.

We anticipate that delivery of the securities against payment therefor will be made on or before , 2024.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Maxim Group LLC

The date of this prospectus is , 2024

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