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WISA TECHNOLOGIES INC

For the period ended May 13, 2024. Filed Apr 17, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2024 · Filed Apr 17, 2024

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DEF 14A 1 tm2412038d1_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 Registrantx

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))
xDefinitive 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):

xNo 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 May 13, 2024

The Notice of Special Meeting and the Proxy Statement

are available at:

https://ir.wisatechnologies.com/sec-filings

WiSA Technologies, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 13, 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,” “we,” “us,” or “our”), will be held on May 13, 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 authorize the Company’s board of directors (the “Board”) to amend the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of all outstanding shares of the Company’s common stock, par value $0.0001 per share (“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, at any time after approval of such amendment and no later than the one year anniversary of such approval (the “Reverse Stock Split Proposal”);
2.To approve an amendment to the Certificate of Incorporation to permit the Board to amend the Company’s bylaws (the “Bylaws Amendment Proposal”);
3.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, dated February 13, 2024 (as amended, the “February 2024 Warrants”) issued to the holders of such warrants (the “First Nasdaq Proposal”);
4.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 March 27, 2024 (the “March 2024 Warrants”), issued to the holders of such warrants (the “Second Nasdaq Proposal”); and
5.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 shares of Common Stock at the close of business on March 27, 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, OregonBy Order of the Board of Directors,
April 17, 2024/s/ Brett Moyer
Brett Moyer
Chairman, President and Chief Executive Officer

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 STOCKHOLDERS1
Information Concerning the Proxy Materials and the Special Meeting1
Voting Procedures and Vote Required2
Delivery of Documents to Stockholders Sharing an Address3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT4
THE REVERSE STOCK SPLIT PROPOSAL (Proposal No. 1)8
Summary8
Board Requirement to Implement the Reverse Stock Split9
Effective Date9
Purposes of the Reverse Stock Split9
Risks of the Reverse Stock Split10
Principal Effects of the Reverse Stock Split11
Fractional Shares13
No Dissenters’ Rights13
Certain United States Federal Income Tax Consequences13
Accounting Consequences14
Exchange of Stock Certificates14
Book-Entry15
Interests of Directors and Executive Officers15
Vote Required and Recommendation of Board15
THE BYLAWS AMENDMENT PROPOSAL (Proposal No. 2)16
Introduction16
Current Bylaw Amendment Requirement16
Reasons for Proposed Bylaw Amendment16
Description of the Proposed Bylaw Amendment16
Vote Required and Recommendation of Board17
THE FIRST NASDAQ PROPOSAL (Proposal No. 3)18
Summary18
Background18
Effect of Issuance of Additional Securities19
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval19
Additional Information19
Vote Required and Recommendation of Board19
THE SECOND NASDAQ PROPOSAL (Proposal No. 4)20
Summary20
Background20
Effect of Issuance of Additional Securities21
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval21
Additional Information21
Vote Required and Recommendation of Board21
EXPENSES AND SOLICITATION22
OTHER BUSINESS22
ADDITIONAL INFORMATION22
APPENDIX A – PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION ON REVERSE STOCK SPLITA-1
APPENDIX B – PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO PERMIT THE BOARD TO AMEND THE BYLAWSB-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.