WISA TECHNOLOGIES INC

S-11 tm2417158d1_s1.htm FORM S-1

As filed with the U.S. Securities and Exchange Commission June 14, 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

WISA TECHNOLOGIES, INC.

(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)

With copies to:

David E. Danovitch, Esq.

Aaron M. Schleicher, Esq.

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, NY 10020

(212) 660-3060

Approximate date of commencement of proposed sale to the public: From time to time 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, a 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, as amended, 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 4,323,338 Shares of Common Stock Issuable Upon Exercise of Certain Common Stock Purchase Warrants

This prospectus relates to the offer and resale of up to an aggregate of 4,323,338 shares (the “Warrant Shares”), of common stock, par value $0.0001 per share (“common stock”), of WiSA Technologies, Inc. (the “Company”, “we”, “us” or “our”), issuable upon the exercise of (a) certain common stock purchase warrants, dated March 27, 2024 (the “March 2024 Warrants”), (b) certain common stock purchase warrants, dated April 19, 2024 (the “Initial April 2024 Warrants”), (c) certain common stock purchase warrants, dated April 23, 2024 (the “Second April 2024 Warrants”), (d) certain common stock purchase warrants, dated April 30, 2024 (the “Third April 2024 Warrants”), (e) certain common stock purchase warrants, dated May 15, 2024 (the “Initial May 2024 Warrants”), and (f) certain common stock purchase warrants, dated May 17, 2024 (the “Second May 2024 Warrants,” and, together with the March 2024 Warrants, the Initial April 2024 Warrants, the Second April 2024 Warrants, the Third April 2024 Warrants and the Initial May 2024 Warrants, the “Warrants”), in each case issued by us to the holders thereof (the “Selling Stockholders”). For additional information regarding the issuance of the Warrants to the Selling Stockholders, see “The Private Placements” beginning on page 5.

On April 12, 2024, we effected a 1-for-150 reverse stock split (the “Reverse Stock Split”) of our outstanding shares of common stock. Unless the context expressly dictates otherwise, all references to share and per share amounts herein give effect to the Reverse Stock Split.

The March 2024 Warrants will not be exercisable until the date the Company receives the approval required by the applicable rules and regulations of The Nasdaq Stock Market LLC or any successor entity (“Nasdaq”) from our stockholders with respect to the issuance of the Warrant Shares upon exercise of such Warrants, and will expire on the fifth anniversary of such date. If such approval is received, such Warrants may beexercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the Warrants. A holder of such Warrants may also effect an “alternative cashless exercise” 30 days after the stockholder approval date. In such event, the aggregate number of shares of Common Stock issuable in such alternative cashless exercise pursuant to any given notice of exercise electing to effect an alternative cashless exercise shall equal the product of (x) the aggregate number of shares of Common Stock that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 0.80.

The Initial April 2024 Warrants, the Second April 2024 Warrants, the Third April 2024 Warrants, the Initial May 2024 Warrants and the Second May 2024 Warrants are immediately exercisable and will expire five years from the date of issuance. Once issued, such Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in such Warrants. A holder of such Warrants may also effect an “alternative cashless exercise” upon receipt of stockholder approval for such feature. In such event, the aggregate number of shares ofcommon stock issuable in such exercise pursuant to any given notice of exercise electing to effect such exercise will equal the product of (x) the aggregate number of shares ofcommon stock that would be issuable upon exercise of such Warrants in accordance with the terms thereof if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 0.65.

This prospectus also covers any additional shares of common stock that may become issuable upon any adjustment pursuant to the terms of the Warrants issued to the Selling Stockholders by reason of stock splits, stock dividends, and other events described therein.

The Warrant Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning on page 25.

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Warrant Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the Warrant Shares offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Warrant Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its Warrant Shares in the section titled “Plan of Distribution” on page 38.

We are registering the Warrant Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of our common stock by the Selling Stockholders in the offering described in this prospectus, we may receive $1.8302 per share upon the cash exercise the March 2024 Warrants, $3.196 per share upon the cash exercise of the Initial April 2024 Warrants, $5.06 per share upon the cash exercise of the Second April 2024 Warrants, $5.60 per share upon the cash exercise of the Third April 2024 Warrants, $3.18 per share upon the cash exercise of the Initial May 2024 Warrants and $3.48 per share upon the cash exercise of the Second May 2024 Warrants. Upon the cash exercise of the Warrants for all 4,323,338 Warrant Shares by payment of cash, we will receive aggregate gross proceeds of approximately $13,726,503. However, we cannot predict when and in what amounts or if the Warrants will be exercised for cash, and it is possible that the Warrants may expire and never be exercised or be exercised, if at all, only on a cashless basis, in which each case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Warrant Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Warrant Shares.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “WISA.”

This offering will terminate on the earlier of (i) the date when all of the securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in our common stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 8 and in the documents which are incorporated by reference herein before you invest in our common stock.

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.

The date of this prospectus is , 2024.

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