Datavault AI Inc.

For the period ended Dec 20, 2024. Filed Nov 26, 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.

Dec 20, 2024 · Filed Nov 26, 2024

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DEF 14A 1 tm2427259d3_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))
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 Annual Meeting of Stockholders to Be Held on December 20, 2024

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K

are available at:

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 20, 2024

To the Stockholders of WiSA Technologies, Inc.:

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (“Annual Meeting”) of WiSA Technologies, Inc., a Delaware corporation (the “Company” or “our”), will be held on December 20, 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 elect eight (8) members of the Company’s board of directors (the “Board”), each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal;

2.	To consider and vote on a proposal to ratify the Board’s selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	To approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers;

4.	To approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation;

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 of the Company, par value $0.0001 per share (the “Common Stock”), issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated April 19, 2024, as amended, issued to the holders of such warrants (the “Holders”);

6.	To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated April 23, 2024, as amended, issued to the Holders;

7.	To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated April 30, 2024, as amended, issued to the Holders;

8.	To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated May 15, 2024, as amended, issued to the Holders;

9.	To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon the “alternative cashless exercise” of certain common stock purchase warrants, dated May 17, 2024, as amended, issued to the Holders;

10.

To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon exercise of certain common stock purchase warrants issued pursuant to certain inducement agreements by and between the Company and each Holder, entered into as of September 10, 2024;

11.

To approve, for purposes of Nasdaq Rule 5635(d), the issuance of 20% or more of our outstanding shares of Common Stock, issuable upon exercise of certain common stock purchase warrants to be issued immediately upon stockholder approval of this proposal, pursuant to certain side letter agreements by and between the Company and each Holder, entered into as of September 10, 2024;

12.	To approve an amendment to the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”) to remove the annual share limit of Common Stock that may be issued for a certain fiscal year under the LTIP;

13.	To approve an amendment to the Company’s certificate of incorporation, as amended, to permit the Board to amend the Company’s bylaws, as amended (the “Bylaws”);

14.	To approve the transactions contemplated by the asset purchase agreement, entered into as of September 4, 2024, by and between the Company and Data Vault Holdings Inc., including, for purposes of Nasdaq Rule 5635(a) and 5635(b), the issuance of 20% or more of our outstanding shares of Common Stock upon consummation of the asset purchase; and
15.	To consider and act upon such other business as may properly come before the Annual 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 Annual Meeting (the “Proxy Statement”). Only stockholders of record of Common Stock at the close of business on November 5, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual 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 Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Annual 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 Annual Meeting, it is important that your shares of Common Stock be represented and voted during the Annual 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 Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual 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,
November 26, 2024	/s/ Brett Moyer
	Brett Moyer
	Chairman, President and Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL 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 ANNUAL MEETING OF STOCKHOLDERS	1
Information Concerning the Proxy Materials and the Annual 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
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	8
SUMMARY TERM SHEET	9
RISK FACTORS	10
ASSET PURCHASE	17
Overview	17
Reasons for the Asset Purchase	17
Background of the Asset Purchase	17
Closing and Effective Time of the Asset Purchase	19
Dissenters’ and Appraisal Rights	19
Accounting Treatment	19
Interests of the Company’s Directors and Officers in the Asset Purchase	20
Regulatory Approvals	20
Asset Purchase Agreement	20
Summary of Lake Street’s Financial Analysis	24
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	36
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	40
DESCRIPTION OF DATA VAULT BUSINESS	42
ELECTION OF DIRECTORS (Proposal No.1)	44
CORPORATE GOVERNANCE	47
Board of Directors	47
Director Independence	47
Board Meetings and Attendance	48
Annual Meeting Attendance	48
Stockholder Communications with the Board	48
Board Committees	48
Family Relationships	51
Involvement in Certain Legal Proceedings	51
Director Nomination Procedures	52
Leadership Structure of the Board	52
Risk Oversight	52
DIRECTOR COMPENSATION	53
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	54
EXECUTIVE OFFICER COMPENSATION	55
Summary Compensation Table for Fiscal Years 2023 and 2022	55
Executive Employment Agreements and Arrangements	55
Other Compensation	57
Pay versus Performance	57
Outstanding Equity Awards as of December 31, 2023	59
Equity Incentive Plans	60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	61
DELINQUENT SECTION 16(a) REPORTS	63
AUDIT COMMITTEE REPORT	64
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No.2)	65
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	65
Vote Required and Recommendation	65
A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal No.3)	66
Summary	66
Vote Required and Recommendation of Board	66

A NON-BINDING ADVISORY PROPOSAL ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal No. 4)	67
Summary	67
Vote Required and Recommendation of Board	67
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE “ALTERNATIVE CASHLESS EXERCISE” OF THE 1ST APRIL 2024 WARRANTS (Proposal No. 5)	68
Summary	68
Background	68
Effect of Issuance of Additional Securities	69
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	69
Additional Information	69
Vote Required and Recommendation of Board	69
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE “ALTERNATIVE CASHLESS EXERCISE” OF THE 2ND APRIL 2024 WARRANTS (Proposal No. 6)	70
Summary	70
Background	70
Effect of Issuance of Additional Securities	70
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	71
Additional Information	71
Vote Required and Recommendation of Board	71
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE “ALTERNATIVE CASHLESS EXERCISE” OF THE 3RD APRIL 2024 WARRANTS (Proposal No. 7)	72
Summary	72
Background	72
Effect of Issuance of Additional Securities	72
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	73
Additional Information	73
Vote Required and Recommendation of Board	73
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE “ALTERNATIVE CASHLESS EXERCISE” OF THE 1ST MAY 2024 WARRANTS (Proposal No. 8)	74
Summary	74
Background	74
Effect of Issuance of Additional Securities	74
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	75
Additional Information	75
Vote Required and Recommendation of Board	75
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE “ALTERNATIVE CASHLESS EXERCISE” OF THE 2ND MAY 2024 WARRANTS (Proposal No. 9)	76
Summary	76
Background	76
Effect of Issuance of Additional Securities	76
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	77
Additional Information	77
Vote Required and Recommendation of Board	77
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE INDUCEMENT WARRANTS PURSUANT TO THE INDUCEMENT AGREEMENTS (Proposal No. 10)	78
Summary	78
Background	78
Effect of Issuance of Additional Securities	78
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	79
Additional Information	79
Vote Required and Recommendation of Board	79

APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE NEW WARRANTS PURSUANT TO THE SIDE LETTER AGREEMENTS (Proposal No. 11)	80
Summary	80
Background	80
Effect of Issuance of Additional Securities	81
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	81
Additional Information	81
Vote Required and Recommendation of Board	81
APPROVAL OF AN AMENDMENT TO THE LTIP (Proposal No. 12)	82
Summary of the LTIP and Amendment	82
Recent Restricted Stock Award and Restricted Stock Units Grants to Employees, Consultants and Directors	85
Federal Tax Aspects	86
Vote Required and Recommendation of the Board	87
THE BYLAWS AMENDMENT PROPOSAL (Proposal No. 13)	88
Introduction	88
Current Certificate of Incorporation Amendment Requirement	88
Reasons for Proposed Certificate of Incorporation Amendment	88
Description of the Proposed Certificate of Incorporation Amendment	88
Vote Required and Recommendation of the Board	89
APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON CONSUMMATION OF THE ASSET PURCHASE (Proposal No. 14)	90
Summary	90
Background	90
Effect of Issuance of Additional Securities	91
Nasdaq Marketplace Requirements and the Necessity of Stockholder Approval	91
Additional Information	91
Vote Required and Recommendation of Board	91
FUTURE STOCKHOLDER PROPOSALS	92
EXPENSES AND SOLICITATION	92
OTHER BUSINESS	92
ADDITIONAL INFORMATION	92
APPENDIX A - Proposed Amendment to the LTIP	A-1
APPENDIX B - Proposed Amendment to the Certificate of Incorporation to Permit the Board to Amend the Bylaws	B-1
APPENDIX C - Asset Purchase Agreement	C-1
APPENDIX D - Fairness Opinion	D-1

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