Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) December 20, 2024

 

WISA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38608		30-1135279
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

  

15268 NW Greenbrier Pkwy Beaverton, OR		97006
(Address of registrant’s principal executive office)		(Zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		WISA		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 20, 2024, WiSA Technologies, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the fourteen proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission on November 27, 2024 (the “Proxy Statement”).

 

As of the close of business on November 6, 2024, the record date for the Annual Meeting, there were an aggregate of 7,767,828 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued, outstanding and entitled to vote. Stockholders holding an aggregate of 4,705,575 shares of Common Stock were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.

 

Proposal 1 – The eight (8) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2025 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:

 

Nominee		For		Withheld		Broker Non-Votes
Brett Moyer		2,601,577		72,958		2,031,040
Kimberly Briskey		2,613,629		60,906		2,031,040
Dr. Jeffrey M. Gilbert		2,613,749		59,786		2,032,040
David Howitt		2,613,428		60,107		2,032,040
Helge Kristensen		2,614,267		59,268		2,032,040
Sriram Peruvemba		2,597,253		77,282		2,031,040
Robert Tobias		2,614,744		59,791		2,031,040
Wendy Wilson		2,614,522		60,013		2,031,040

 

Proposal 2 – The appointment of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 was ratified by the Company’s stockholders at the Annual Meeting. The final voting results were as follows:

 

For		Against		Abstain
4,428,549		82,119		194,907

 

Proposal 3 – The non-binding advisory resolution on the compensation paid to the Company’s named executive officers was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
2,451,743		87,777		127,310

 

There were 2,038,745 broker non-votes with respect to the third proposal.

 

Proposal 4 – Three years has been selected by the Company’s stockholders as the frequency of the stockholder vote on the non-binding advisory resolution on the compensation of the Company’s named executive officers. The final voting results were as follows:

 

One Year				Two Years				Three Years				Abstain
	1,142,183				22,610				1,446,794				56,242

There were 2,037,746 broker non-votes with respect to the fourth proposal.

 

Proposal 5 – 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, 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”) was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,628,966		126,325		97,806

 

 

 

 

There were 2,852,478 broker non-votes with respect to the fifth proposal.

 

Proposal 6 – 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 Holder was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,624,807		128,358		97,933

 

There were 2,854,477 broker non-votes with respect to the sixth proposal.

 

Proposal 7 – 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 was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,629,773		123,477		97,848

 

There were 2,854,477 broker non-votes with respect to the seventh proposal.

 

Proposal 8 – 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 was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,629,723		129,855		97,225

 

There were 2,848,772 broker non-votes with respect to the eighth proposal.

 

Proposal 9 – 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 was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,629,726		129,186		97,891

 

There were 2,848,772 broker non-votes with respect to the ninth proposal.

 

Proposal 10 – 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, was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,629,918		123,028		103,857

 

There were 2,848,772 broker non-votes with respect to the tenth proposal.

 

Proposal 11 – 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, was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
1,625,001		127,701		104,101

 

There were 2,848,772 broker non-votes with respect to the eleventh proposal.

 

Proposal 12 – The 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 was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
2,441,291		139,492		92,142

 

There were 2,032,650 broker non-votes with respect to the twelfth proposal.

 

 

 

 

Proposal 13 – The amendment to the Company’s certificate of incorporation, as amended, to permit the Board to amend the Company’s bylaws, as amended, was not approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
2,435,250		109,678		128,647

 

There were 2,032,000 broker non-votes with respect to the thirteenth proposal. With respect to the thirteenth proposal, broker non-votes were counted as votes against the proposal.

 

Proposal 14 – 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 was approved by the Company’s stockholders. The final voting results were as follows:

 

For		Against		Abstain
2,511,868		114,545		47,122

 

There were 2,032,040 broker non-votes with respect to the fourteenth proposal.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 23, 2024	WISA TECHNOLOGIES, INC.
	By:	/s/ Brett Moyer
		Name: Brett Moyer Title:   Chief Executive Officer

 

 

 

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	001-38608
Entity Registrant Name	WISA TECHNOLOGIES, INC.
Entity Central Index Key	0001682149
Entity Tax Identification Number	30-1135279
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15268 NW Greenbrier Pkwy
Entity Address, City or Town	Beaverton
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97006
City Area Code	408
Local Phone Number	627-4716
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WISA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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