Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in
Item 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
As previously reported in a Current Report on Form 8-K filed by WiSA
Technologies, Inc. (the "Company") on January 25, 2023, at a special meeting of
the Company's stockholders held on January 24, 2023, the stockholders of the
Company voted to approve an amendment to the Company's certificate of
incorporation, as amended ("Certificate of Incorporation"), to effect a reverse
stock split of all outstanding shares of Company's common stock, par value
$0.0001 per share (the "Common Stock") at a ratio in the range of one-for-five
to one-for-one hundred, to be determined in the the sole discretion of the Board
of Directors of the Company (the "Board"). On January 24, 2023, the Board
approved a 1-for-100 reverse stock split (the "Reverse Stock Split") of the
Common Stock and authorized the filing of an certificate of amendment to the
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Certificate of Amendment") to effect the Reverse Stock Split. On
January 26, 2023, the Company filed the Certificate of Amendment to effect the
Reverse Stock Split as of 5:00 p.m. Eastern Time on January 26, 2023 (the
"Effective Time"). The Common Stock is expected to begin trading on the Nasdaq
Capital Market ("Nasdaq") on a split-adjusted basis at the start of trading on
January 27, 2023.
As a result of the Reverse Stock Split, every hundred (100) shares of Common
Stock issued and outstanding as of the Effective Time will be converted into one
(1) share of Common Stock (the "New Common Stock"). The New Common Stock will
have a new CUSIP number of 86633R302. The Reverse Stock Split does not affect
the total number of shares of capital stock, including the Common Stock, that
the Company is authorized to issue, which shall remain as set forth pursuant to
the Certificate of Incorporation. No fractional shares of New Common Stock will
be issued in connection with the Reverse Stock Split, all of which shares of New
Common Stock shall be rounded up to the nearest whole number of such shares.
The Company's outstanding warrants and equity awards will be adjusted as a
result of the Reverse Stock Split, as required by the terms of such warrants and
equity awards.
VStock Transfer, LLC, the Company transfer agent, will send instructions to
stockholders of record who hold stock certificates regarding the exchange of
certificates for New Common Stock. Stockholders who hold their shares of Common
Stock in book-entry form or in brokerage accounts or "street name" are not
required to take any action to effect the exchange of their shares of Common
Stock following the Reverse Stock Split.
The foregoing summary of the Certificate of Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and
is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of
the Securities Exchange Act of 1934, as amended, and as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements that express the Company's
intentions, beliefs, expectations, strategies, predictions or any other
statements related to the Company's future activities, or future events or
conditions, which can be identified by terminology such as "may," "will,"
"expects," "anticipates," "aims," "potential," "future," "intends," "plans,"
believes," "estimates," "continue," "likely to," and other similar expressions
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. These statements are
not historical facts and are based on current expectations, estimates and
projections about the Company's business based, in part, on assumptions made by
its management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict, many
of which are beyond the Company's control, including, among other things, the
effective date for the Reverse Stock Split, the date that trading of the New
Common Stock will begin on a split-adjusted basis, the Company's ability to
regain compliance with the Nasdaq Listing Standards and maintain the listing of
its securities on Nasdaq, which may cause the Company's actual results,
performance and achievements to differ materially from those contained in any
forward-looking statement. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks that may be included
in the periodic reports and other filings that the Company files from time to
time with the SEC. Any forward-looking statements speak only as of the date on
which they are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date of
this Form 8-K, except as required by applicable law.
Item 8.01. Other Information.
On January 26, 2023, the Company issued a press release with respect to the
Reverse Stock Split. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to Certificate of Incorporation of WiSA
Technologies, Inc.
99.1 Press Release dated January 26, 2023.
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