Datavault AI Inc.
For the period ended Mar 15, 2024. Filed Feb 15, 2024.
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Mar 15, 2024 · Filed Feb 15, 2024
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DEF 14A 1 tm246213d1_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant****x
Filed by a Party other than the Registrant**¨**
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
WiSA Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
|---|
| ¨ | Fee paid previously with preliminary materials. |
|---|
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
|---|
15268 NW Greenbrier Pkwy
Beaverton, OR 97006
(408) 627-4716
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to Be Held on March 15, 2024
The Notice of Special Meeting and the Proxy Statement
are available at:
https://ir.wisatechnologies.com/sec-filings
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 15, 2024
To the Stockholders of WiSA Technologies, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (“Special Meeting”) of WiSA Technologies, Inc., a Delaware corporation (the “Company” or “our”), will be held on March 15, 2024 at 1:00 p.m., Pacific Time, at the Company’s offices at 15268 NW Greenbrier Pkwy, Beaverton, Oregon 97006 for the following purposes:
| 1. | To approve an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to increase the Company’s authorized shares of capital stock from 220,000,000 shares to 320,000,000 shares, of which 300,000,000 shares shall be common stock, par value $0.0001 per share (“Common Stock”); |
| 2. | To authorize the Company’s board of directors (the “Board”) to amend the Certificate of Incorporation to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of one-for-five to one-for-one hundred and fifty, to be determined in the Board’s sole discretion; |
| 3. | To approve an amendment to the Certificate of Incorporation to permit the Board to amend the Company’s bylaws; |
| 4. | To approve, for purposes of Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of 20% or more of our outstanding shares of Common Stock upon exercise of the common stock purchase warrants (the “New Warrants”), issued to certain holders (“Holders”) of the Company’s Series B Convertible Preferred Stock purchase warrants issued on October 17, 2023, pursuant to certain warrant inducement letter agreements, dated as of December 5, 2023, by and between the Company and each Holder; |
| 5. | To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock upon exercise of the common stock purchase warrants, dated January 23, 2024 (the “Bridge Warrants”), issued to the Holders by the Company pursuant to certain securities purchase agreements, dated as of January 22, 2024, by and between the Company and each Holder; |
| 6. | To approve an amendment to the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”) to increase the annual share limit of Common Stock that may be issued only for the 2024 fiscal year under the LTIP from 8% of the shares of Common Stock outstanding to 15% of the shares of Common Stock outstanding; and |
| 7. | To consider and act upon such other business as may properly come before the Special Meeting or any adjournment thereof. |
Each of the foregoing proposals is more fully described in the proxy statement that is attached and made a part of this notice of Special Meeting (the “Proxy Statement”). Only stockholders of record of Common Stock at the close of business on February 13, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof.
All stockholders who are record or beneficial owners of shares of Common Stock as of the Record Date are cordially invited to attend the Special Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Special Meeting, you must present photo identification, such as a driver’s license. Beneficial owners of shares of Common Stock also must provide evidence of their holdings of such shares as of the Record Date, such as a recent brokerage account or bank statement.
Whether or not you expect to attend the Special Meeting, it is important that your shares of Common Stock be represented and voted during the Special Meeting. We urge you to promptly complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Special Meeting if you would check the box on the form of proxy if you plan on attending the Special Meeting. You may also vote by proxy (i) via the Internet or (ii) by telephone using the instructions provided in the enclosed proxy card. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.
| Beaverton, Oregon | By Order of the Board of Directors, |
|---|---|
| February 15, 2024 | /s/ Brett Moyer |
| Brett Moyer | |
| Chairman, President and Chief Executive Officer |
Notwithstanding the foregoing or anything to the contrary contained herein, we continue to monitor the situation regarding COVID-19, influenza (Flu) and Respiratory Syncytial Virus (RSV) closely, taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization. For the health and well-being of our stockholders, directors, management and associates, the Company is planning for the possibility that there may be limitations on attending the Special Meeting in person, or the Company may decide to hold the Special Meeting at a different location or by means of remote communication (i.e., a “virtual meeting”).
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY VOTE VIA INTERNET OR BY TELEPHONE, OR BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
TABLE OF CONTENTS
| PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| Information Concerning the Proxy Materials and the Special Meeting | 1 |
| Voting Procedures and Vote Required | 2 |
| Delivery of Documents to Stockholders Sharing an Address | 4 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 |
| APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY’S AUTHORIZED SHARES OF CAPITAL STOCK (Proposal No. 1) | 8 |
| Form of the Share Increase Amendment | 8 |
| Purpose of the Share Increase Amendment | 8 |
| Rights of Additional Authorized Shares | 9 |
| Potential Adverse Effects of the Share Increase Amendment | 9 |
| Potential Anti-Takeover Effects | 9 |
| Appraisal or Dissenters’ Rights | 9 |
| Effectiveness of Share Increase Amendment | 9 |
| Executive Officer and Director Interest | 9 |
| Vote Required and Recommendation of Board | 10 |
| AUTHORIZATION OF THE BOARD TO AMEND THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF ALL OUTSTANDING SHARES OF COMMON STOCK (Proposal No. 2) | 11 |
| Summary | 11 |
| Board Requirement to Implement the Reverse Stock Split | 12 |
| Effective Date | 12 |
| Purposes of the Reverse Stock Split | 12 |
| Risks of the Reverse Stock Split | 13 |
| Principal Effects of the Reverse Stock Split | 14 |
| Fractional Shares | 16 |
| No Dissenters’ Rights | 16 |
| Certain United States Federal Income Tax Consequences | 16 |
| Accounting Consequences | 17 |
| Exchange of Stock Certificates | 17 |
| Book-Entry | 18 |
| Interests of Directors and Executive Officers | 18 |
| Vote Required and Recommendation of Board | 18 |
| APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATIONTO PERMIT THE BOARD TO AMEND OUR BYLAWS (Proposal No. 3) | 19 |
| Introduction | 19 |
| Current Bylaw Amendment Requirement | 19 |
| Reasons for Proposed Bylaw Amendment | 19 |
| Description of the Proposed Bylaw Amendment | 19 |
| Vote Required and Recommendation of Board | 20 |
| APPROVAL OF THE ISSUANCE OF THE SHARES OF COMMON STOCK UPON EXERCISE OF THE NEW WARRANTS (Proposal No. 4) | 21 |
| Summary | 21 |
| Background | 21 |
| Effect of Issuance of Additional Securities | 22 |
| Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval | 23 |
| Additional Information | 23 |
| Vote Required and Recommendation of Board | 23 |
| APPROVAL OF THE ISSUANCE OF THE SHARES OF COMMON STOCK UPON EXERICSE OF THE BRIDGE WARRANTS (Proposal No. 5) | 24 |
| Summary | 24 |
| Background | 24 |
| Effect of Issuance of Additional Securities | 25 |
| Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval | 25 |
| Additional Information | 25 |
|---|---|
| Vote Required and Recommendation of Board | 25 |
| APPROVAL OF AN AMENDMENT TO THE LTIP (Proposal No. 6) | 26 |
| Summary of the LTIP and Amendment | 27 |
| Recent Restricted Stock Award and Restricted Stock Units Grants to Employees, Consultants and Directors | 30 |
| Federal Tax Aspects | 31 |
| Vote Required and Recommendation | 33 |
| EXPENSES AND SOLICITATION | 34 |
| OTHER BUSINESS | 34 |
| ADDITIONAL INFORMATION | 34 |
| APPENDIX A – Proposed Amendment to the Certificate of Incorporation on Increasing Authorized Shares of Capital Stock | A-1 |
| APPENDIX B – PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION ON REVERSE STOCK SPLIT | B-1 |
| APPENDIX C – PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO PERMIT THE BOARD TO AMEND THE BYLAWS | C-1 |
| APPENDIX D – PROPOSED AMENDMENT TO THE LTIP | D-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.