Item 1.01. Entry into a Material Definitive Agreement.
Modification of Senior
Secured Convertible Notes
As previously disclosed
on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by WiSA Technologies, Inc. (the “Company”)
on August 19, 2022, the Company entered into a Securities Purchase Agreement with an institutional
investor (the “Investor”) on August 15, 2022, pursuant to which, among other things, the Company agreed to issue to
the Investor in a private placement a senior secured convertible note in the principal amount of $3,600,000 (the “Convertible Note”)
and a warrant to purchase up to 2,097,022 shares of the Company’s common stock, $0.0001 par value per share, at an exercise price
of $0.997 per share, in consideration for $3,000,000 in cash before fees and other expenses associated
with the transaction, including but not limited to, a $105,000 commitment fee payable to the Investor.
Effective August 24,
2022, the Company and the Investor agreed to amend Section 3.1(b) of the Convertible Note to provide that the Conversion Price (as
defined in the Convertible Note) could not be lower than $0.50 (the “Floor Price”) until stockholder approval has been
obtained, after which stockholder approval the Floor Price may be reduced to no lower than $0.25. The changes were effected by cancellation
of the Convertible Note and the issuance of a replacement senior secured convertible note (the “New Convertible Note”)
to the Investor. The New Convertible Note contains identical terms as the Convertible Note, except for the amendment to the Section 3.1(b).
Entry into Employment
Agreements
Effective August 24,
2022, the Company entered into three new employment agreements (the “Employment Agreements”) with each of its executive officers,
namely Brett Moyer, the Company’s Chief Executive Officer and President, George Oliva, the Company’s Chief Financial Officer
and Secretary, and Gary Williams, the Company’s Chief Accounting Officer and Vice President of Finance. Pursuant to each of their
respective Employment Agreements, Mr. Moyer’s initial annual base salary will be $404,250; Mr. Oliva’s initial annual base
salary will be $288,750; and Mr. Williams’ initial annual base salary will be $262,495, each of which is subject to adjustment
approved by the Company’s board of directors. Each of the Employment Agreements has an unspecified term and each such executive
officer will serve in his respective position on an at-will basis, subject to the payment of severance in certain circumstances as set
forth in the applicable Employment Agreement. Pursuant to each of the Employment Agreements with Messrs. Moyer and Oliva, if such executive
officer is terminated without cause or resigns with good reason, he is entitled to receive 12 months of salary, and pursuant to the Employment
Agreement with Mr. Williams, in the event of such termination, he is entitled to 6 months salary . Each such executive officer is also
entitled to continue to receive the employer subsidy under group health, dental and vision coverage for the period of severance (12 months
in the case of Messrs. Moyer and Oliva and 6 months in the case of Mr. Willians), a pro rata bonus for the year of termination and the
acceleration of vesting with respect to all unvested equity awards. Additionally, in the event of a Change in Control (as defined in
each of the Employment Agreements), all unvested equity awards held by such executive officer shall immediately vest and become exercisable,
provided that subject to any exceptions in any award agreement entered into with such executive officer, no exercise may occur more than
six months after such termination and in no event after the expiration of such award. In the case of Messrs. Moyer and Oliva, each individual
is also entitled to be made whole for income, employment and excise taxes in the event that payments, benefits and distributions, including
the effects of accelerated vesting of equity, would result in the application of the “golden parachute” excise tax under
Internal Revenue Code Section 4999.
The terms of each
Employment Agreement supersedes the terms of each such executive officer’s previous employment agreement or letter agreement
with the Company, as applicable, in their entirety. Each of the Employment Agreements also provides for bonus eligibility, expense reimbursement,
participation in our benefit plans and paid vacation. Under the terms of the Employment Agreements, each such executive officer is
bound by confidentiality, non-competition, non-disparagement and non-solicitation provisions.
The foregoing does not purport to be a complete
description of the New Convertible Note and each of the Employment Agreements, and each such description is qualified in its entirety
by reference to the full text of each such document, with the form of New Convertible Note attached as Exhibit 4.1 to this Current Report
on Form 8-K (this “Form 8-K”) and with each of the Employment Agreements attached as Exhibits 10.1, 10.2 and 10.3 to this
Form 8-K, and the full text of each such document is incorporated by reference herein.
Item 1.02. Termination
of a Material Definitive Agreement
The applicable information
provided under Item 1.01 in this Form 8-K with respect to the Convertible Note is incorporated by reference into this Item
1.02. As a result of the applicable information provided under Item 1.01 of this Form 8-K with respect to the Employment
Agreements, each of (i) the Employment Agreement between FOCUS Enhancements, Inc. and Mr. Moyer, dated August 6, 2002, (ii) the First
Amendment to Employment Agreement by and between Summit Semiconductor, LLC and Mr. Moyer, effective May 2, 2011, (iii) the Executive Employment
Agreement between FOCUS Enhancements, Inc. and Mr. Williams, dated May 28, 2004, (iv) the First Amendment to Executive Employment Agreement
by and between Summit Semiconductor, LLC and Mr. Williams, effective May 2, 2011 and (v) the
Amended and Restated Offer Letter from Summit Wireless Technologies, Inc. to Mr. Oliva, dated October 4, 2019 are superseded in their
entirety, as applicable.