| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 31, 2023,
WiSA Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors (i) in
a registered direct offering, 201,544 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 381,762 shares of Common
Stock, at an exercise price of $0.0001 per share of Common Stock, and (ii) in a concurrent private placement, common stock purchase warrants
(the “Private Placement Warrants”), exercisable for an aggregate of up to 874,959 shares of Common Stock, at an exercise price
of $10.49 per share of Common Stock. The securities to be issued in the registered direct offering were offered pursuant to the Company’s
shelf registration statement on Form S-3 (File 333-267211) (the “Shelf Registration Statement”), initially filed by the Company
with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”), on September 1, 2022 and declared effective on September 13, 2022. The Pre-Funded Warrants are exercisable upon issuance
and will remain exercisable until all of the Pre-Funded Warrants are exercised in full, and in certain circumstances may be exercised
on a cashless basis.
The Private Placement
Warrants (and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants) were not registered under the Securities
Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of
the Securities Act and Rule 506(b) promulgated thereunder. The Private Placement Warrants are immediately exercisable upon issuance, will
expire five years from the date of issuance, and in certain circumstances may be exercised on a cashless basis.
On February 3, 2023,
the Company closed the offering, raising gross proceeds of approximately $6.2 million before deducting placement agent fees and other
offering expenses payable by the Company. In the event that all Private Placement Warrants are exercised for cash, the Company would receive
additional gross proceeds of approximately $9.18 million. The Company intends to use a portion of the net proceeds of the offering to
partially repay the outstanding principal amount of a senior secured convertible note issued to an institutional investor (the “August
Investor”) on August 15, 2022, as amended (the “Convertible Note”), and to use the remainder of the net proceeds for
working capital, capital expenditures, product development, and other general corporate purposes, including investments in sales and marketing
in the United States and internationally. The Company has not allocated specific amounts of net proceeds for any of these purposes; however,
the Company is required pursuant to the terms of that certain securities purchase agreement, dated August 15, 2022, by and between the
Company and the August Investor, to direct at least 20% of the gross proceeds of the offering to repay a portion of the Convertible Note.
Under the Purchase Agreement,
the Company is required within 30 days of the closing date of the offering to file a registration statement on Form S-1 registering the
resale of the shares of Common Stock issued and issuable upon the exercise of the Private Placement Warrants. The Company is required
to use commercially reasonable efforts to cause such registration to become effective within 180 days of the closing date of the offering,
and to keep such registration statement effective at all times until no investor owns any Private Placement Warrants or shares issuable
upon exercise thereof.
Also in connection with
the offering, on January 31, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”)
with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on
a “best efforts” basis in connection with the offering and (ii) the Company agreed to pay the Placement Agent an aggregate
fee equal to 8.0% of the gross proceeds raised in the offering.
The Placement Agency
Agreement and the Purchase Agreement contain customary representations, warranties and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company, the Placement Agent, or the investors, as the case may be, other obligations of
the parties and termination provisions. In addition, pursuant to the terms of the Purchase Agreement, the Company and its executive officers
and directors have entered into agreements providing that the Company and each of these persons may not, subject to certain exceptions,
offer, issue, sell, transfer or otherwise dispose of the Company’s securities for a period of forty-five (45) days following the
closing date of the offering. In addition, from January 31, 2023 until the six-month anniversary of such date, the Company is prohibited
from effecting or entering into an agreement to effect any issuance of Common Stock or common stock equivalents involving a variable rate
transaction (as defined in the Purchase Agreement).
Also in connection with
the offering, the Company entered into an amendment (the “Amendment”) to the securities purchase agreement, dated as of November
29, 2022, by and between the Company and certain institutional investors (the “November Purchase Agreement”) approved by a
certain investor (the “November Investor”) who purchased at least 50.1% in interest of the shares of Common Stock and the
pre-funded warrants to purchase shares of Common Stock, if any, based on the initial subscription amounts under the November Purchase
Agreement, pursuant to Section 5.5 of the November Purchase Agreement. Pursuant to the Amendment, Section 4.11 of the November Purchase
Agreement, which prohibits the Company’s ability to issue shares of Common Stock or Common Stock Equivalents (as defined in the
November Purchase Agreement) or filing any registration statement or amendment or supplement thereto under the Securities Act, until ninety
(90) days after the closing date of the transactions contemplated by the November Purchase Agreement, was amended to permit the offering
discussed above and the issuance and sale of the securities offered and sold in such offering.
The foregoing does not
purport to be a complete description of each of the Placement Agency Agreement, the Pre-Funded Warrants, the Private Placement Warrants
and the Purchase Agreement and is qualified in its entirety by reference to the full text of each of such document, which are filed as
Exhibits 1.1, 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein
by reference.
Sullivan
& Worcester LLP, counsel to the Company, delivered an opinion as to the validity of the Shares, Pre-Funded Warrants and shares of
Common Stock issuable upon exercise of the Pre-Funded Warrants, a copy of which is attached to this Form 8-K as Exhibit 5.1 and is incorporated
herein by reference.