SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BRADLEY NATHANIEL T

(Last) (First) (Middle)
C/O DATA VAULT HOLDINGS INC.
48 WALL STREET, FLOOR 11

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WISA TECHNOLOGIES, INC. [ WISA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2024 J(1) 36,000,089 D $2.05 3,999,911(2) I By Data Vault Holdings Inc.
Common Stock 12/31/2024 J(1) 3,446,456 A $2.05 3,446,456 D
Common Stock 12/31/2024 J(1) 2,775,954 A $2.05 2,775,954(3) I By Spouse
Common Stock(4) 12/31/2024 A 600,000 A $2.05 600,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BRADLEY NATHANIEL T

(Last) (First) (Middle)
C/O DATA VAULT HOLDINGS INC.
48 WALL STREET, FLOOR 11

(Street)
NEW YORK NY 10005

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Data Vault Holdings Inc.

(Last) (First) (Middle)
48 WALL STREET, FLOOR 11

(Street)
NEW YORK NY 10005

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") distributed by Data Vault Holdings Inc. ("Data Vault") to certain shareholders of Data Vault's on a pro rata basis in connection with a stock dividend.
2. This Form 4 is jointly filed by Nathaniel Bradley ("Mr. Bradley") and Data Vault. The shares Common Stock are beneficially owned both directly and indirectly, as outlined above and more fully described below, by Mr. Bradley. Mr. Bradley, as an officer and member of the board of directors of Data Vault, has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by Data Vault. Mr. Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purposes.
3. Mr. Bradley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes.
4. Issuable upon the vesting of restricted stock units ("RSU"), each of which represents the right to receive one share of Common Stock, subject to the vesting terms of such RSU. The RSUs were received as compensation for Mr. Bradley's service as an officer of the issuer. The RSUs are scheduled to vest in equal installments with the initial 50,000 of such shares vesting on June 20, 2025, and thereafter, on each September 20th, December 20th, March 20th and June 20th, so long as Mr. Bradley remains in the service of the issuer on each such date.
Remarks:
See Exhibit 99.1 to this Form 4 for the joint filing agreement by and among each of the Reporting Persons, which joint filing agreement is incorporated herein by reference.
/s/ Nathaniel Bradley 01/13/2025
Data Vault Holdings Inc. By: /s/ Nathaniel Bradley Name: Nathaniel Bradley Title: Chief Executive Officer 01/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (the “SEC”) (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this joint filing agreement as an exhibit thereto. Each of the undersigned further acknowledge and agree that Nathaniel Bradley shall be the designated filer for purposes of all filings by each of the undersigned required to be made with the SEC pursuant to Section 16 of the Exchange Act. This joint filing agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

 Date: January 13, 2025 /s/ Nathaniel Bradley
  Nathaniel Bradley
   
  Data Vault Holdings Inc.
   
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer

 

 


 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (the “SEC”) (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this joint filing agreement as an exhibit thereto. Each of the undersigned further acknowledge and agree that Nathaniel Bradley shall be the designated filer for purposes of all filings by each of the undersigned required to be made with the SEC pursuant to Section 16 of the Exchange Act. This joint filing agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

 Date: January 13, 2025 /s/ Nathaniel Bradley
  Nathaniel Bradley
   
  Data Vault Holdings Inc.
   
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer

 

 


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