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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) June 12, 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)

 

(408) 627-4716

(Registrant’s telephone number, including area code)

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Lisa Cummins from the Board of Directors

 

On June 11, 2024, Lisa Cummins notified WiSA Technologies, Inc. (the “Company”) of her decision to resign from the Company’s board of directors (the “Board”), effective June 12, 2024. Ms. Cummins served on the Audit Committee and the Nominating and Corporate Governance Committee of the Board. Ms. Cummins’ resignation from the Board is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

Appointment of Kimberly Briskey to the Board of Directors

 

On June 12, 2024, the Board, pursuant to its powers under the Company’s bylaws, appointed Kimberly Briskey as a member of the Board to replace Ms. Cummins, effective June 12, 2024. Ms. Briskey will serve as a director until the next annual meeting of the Company’s stockholders, at which time she will stand for election until the annual meeting of the Company’s stockholders following her election, or her earlier resignation, retirement, or other termination of service.

 

There was no understanding or arrangement between Ms. Briskey and any other person pursuant to which Ms. Briskey was appointed as a director. Ms. Briskey is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Briskey was also appointed to serve on the Board’s Audit Committee.

 

Ms. Briskey will be entitled to receive equity compensation for her service as a director of the Company pursuant to the Company’s 2018 Long-Term Stock Incentive Plan, as amended. Copies of such plan and the amendments thereof are filed as Exhibits 10.1, 10.50 and 10.51 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024 (the “Form 10-K”).

 

The Company also entered an indemnity agreement with Ms. Briskey in its standard form of such agreement, a copy of which is filed as Exhibit 10.4 to the Form 10-K.

 

On June 12, 2024, the Company issued a press release announcing the appointment of Ms. Briskey to the Board, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

 Item 9.01  Financial Statements and Exhibits.

 

 (d)  Exhibits

  

No.   Description
99.1   Press Release of the Company, dated June 12, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

  

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: June 12, 2024 WISA TECHNOLOGIES, INC.
     
  By: /s/ Brett Moyer
   

Name: Brett Moyer

Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

WiSA Technologies, Inc. Announces the Appointment of New Director

 

 

 

Kimberly Briskey, veteran in retail and e-commerce financial operations joins the WiSA team with over 15 years of expertise in strategic business and financial management.

 

BEAVERTON, Ore., June 12, 2024-- WiSA Technologies, Inc. (Nasdaq: WISA), a leading innovator in wireless audio technology for intelligent devices and next-generation home entertainment systems, today announced that it has appointed Kimberly Briskey to the Board of Directors, effective immediately.

 

Ms. Briskey has more than 15 years of experience in strategic business and financial operations and is the Brand CFO of Eddie Bauer at SPARC Group LLC, where she leads a finance and accounting team managing an $800M multichannel business. She has expertise in financial planning, long-range budgeting, and operational oversight. Previously, she served as Sr. Director of DTC Finance and Company Planning at SPARC Group. Her extensive experience includes senior roles at Lucky Brand, Beyond Yoga, J Brand, and GUESS? INC., driving financial efficiencies and profitability across various retail and e-commerce channels. Ms. Briskey holds a Bachelor of Science in Global Business and Marketing from Arizona State University and a Professional Designation in Product Development from the Fashion Institute of Design and Merchandising.

 

The Company also announced that Lisa Cummins has resigned as a Director of the Company effective June 12, 2024. The Company wishes to sincerely thank Ms. Cummins for her contributions to the Company.

 

 

 

 

Brett Moyer, CEO of WiSA Technologies commented, “Kimberly’s success in leading teams, combined with her multi-channel experience in financial forecasting, expense management, ROI assessment, OTB planning, and inventory optimization, is a tremendous asset to our leadership team. In addition to her finance and accounting background, she brings invaluable expertise in investment analysis for building the WiSA E brand and driving the future of home audio which we are achieving with our award-winning and innovative wireless audio solutions.”

 

About the WiSA Association

 

WiSA® educates, evangelizes, and promotes solutions for spatial audio in the home. Working in collaboration with technology developed by WiSA Technologies, Inc., WiSA Association engages with leading consumer electronics companies, technology providers, retailers, and ecosystem partners to make immersive audio an experience everyone can enjoy. WiSA, LLC - the Wireless Speaker and Audio Association - is a wholly owned subsidiary of WiSA Technologies, Inc. For more information about WiSA, please visit: www.wisatechnologies.com.

 

About WiSA Technologies, Inc.

 

WiSA Technologies, Inc. (NASDAQ: WISA) is a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung; LG; Hisense; TCL; Bang & Olufsen; Platin Audio; and others, the company delivers immersive wireless sound experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. WiSA Technologies, Inc. is a founding member of WiSA™ (the Wireless Speaker and Audio Association) whose mission is to define wireless audio interoperability standards as well as work with leading consumer electronics companies, technology providers, retailers, and ecosystem partners to evangelize and market spatial audio technologies driven by WiSA Technologies, Inc. The company is headquartered in Beaverton, OR with sales teams in Taiwan, China, Japan, Korea, and California.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements, which are not historical facts, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements, including statements herein regarding our business opportunities and prospects, are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties regarding, among other items: general market, economic and other conditions; our ability to continue as a going concern; our ability to manage costs and execute on our operational and budget plans; our ability to achieve our financial goals; and other risks as more fully described in our filings with the U.S. Securities and Exchange Commission. The information in this press release is provided only as of the date of this press release, and we undertake no obligation to update any forward-looking statements contained in this press release based on new information, future events, or otherwise, except as required by law.

 

 

 

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