- Fairness opinion valued Data Vault’s assets
between $266M and $501M -
- 40 million shares of WiSA restricted common
stock to be issued at closing of the transaction plus a $10 million
3-year Note -
- Creates licensing and technology company with
extensive patent portfolio for sports & entertainment, events
& venues, biotech, education, fintech, real estate, healthcare,
and energy
First paragraph, first sentence of release should read: WiSA
Technologies, Inc. (“WiSA Technologies”) (NASDAQ: WISA), has
received stockholder approval to purchase the Datavault®
intellectual property and information technology assets of
privately held Data Vault Holdings Inc.® for 40 million shares of
restricted common stock of WiSA Technologies to be issued at
closing of the transaction plus a $10 million 3-year Note. 94% of
stockholders present or represented by proxy at the meeting voted
in favor of the transaction. (instead of 40 million shares of
common stock).
The updated release reads:
WISA TECHNOLOGIES’ STOCKHOLDERS
OVERWHELMINGLY APPROVE PURCHASE OF DATA VAULT HOLDINGS’
ASSETS
- Fairness opinion valued Data Vault’s assets
between $266M and $501M -
- 40 million shares of WiSA restricted common
stock to be issued at closing of the transaction plus a $10 million
3-year Note -
- Creates licensing and technology company with
extensive patent portfolio for sports & entertainment, events
& venues, biotech, education, fintech, real estate, healthcare,
and energy
WiSA Technologies, Inc. (“WiSA Technologies”) (NASDAQ: WISA),
has received stockholder approval to purchase the Datavault®
intellectual property and information technology assets of
privately held Data Vault Holdings Inc.® for 40 million shares of
restricted common stock of WiSA Technologies to be issued at
closing of the transaction plus a $10 million 3-year Note. 94% of
stockholders present or represented by proxy at the meeting voted
in favor of the transaction. Closing remains subject to customary
conditions and is expected to be completed on or about December 31,
2024.
Upon closing, WiSA Technologies will change its name to
Datavault Inc. and will become a data technology and licensing
company that enables clients and strategic partners to monetize
their Blockchain Data and AI Web 3.0 assets via tokenization, data
ownership and digital twins offering two primary solutions:
- Data Sciences will license High Performance Computing
(HPC) software applications and Web 3.0 data management serving the
biotech research, energy, education, fintech, real estate, and
healthcare industries, among others.
- Acoustic Sciences will license spatial and multichannel
HD sound transmission, including proprietary brands ADIO®, WiSA®
and Sumerian®, to customers in sports & entertainment, events
& venues, restaurants, automotive, finance, and other
industries.
“This resounding vote of approval from our stockholders marks a
turning point in the company’s history, as this transaction will
transform the company into a dramatically larger entity with a
broad reach in multiple, rapidly growing markets,” said Brett
Moyer, CEO of WiSA Technologies. “I look forward to working closely
with Nate as we move forward integrating these assets and growing
the business across multiple vertical markets.”
Nathaniel T. Bradley, CEO and co-founder of Data Vault Holdings,
said, “This is an exciting time, as the transaction is expected to
enable increased access to capital and additional resources to
energize our commercial expansion for Data and Acoustic Sciences.
Since embarking on this technology integration with WiSA in early
September, we have a made a number of customer and partnering
announcements, and we expect to build on this momentum in
2025.”
The Datavault Platform
Datavault’s software and encryption enables a comprehensive
solution for managing and monetizing data in the Web 3.0
environment. It allows risk-free licensing of name, image, and
likeness (NIL) by securely attaching physical real-world objects to
immutable metadata or blockchain objects, fostering responsible AI
with integrity. Datavault's solutions ensure privacy and credential
protection. They are completely customizable and offer AI and ML
automation, third-party integration, detailed analytics and data,
marketing automation and advertising monitoring.
The platform creates value through scarcity, utility, and
encrypted data protection and generates revenue through licensing
partnerships that provide detailed analytics, sophisticated HPC
modeling, digital ownership, tokenization, and advertising, among
other means.
Summary of the Asset Purchase Agreement
- Consideration paid to Data Vault Holdings in exchange for
Datavault and ADIO intellectual property and information technology
assets by WiSA Technologies.
- 40 million shares of restricted common stock of WiSA
Technologies to be issued at closing of the transaction
- $10 million in an unsecured promissory note due 3 years from
closing, with 10% of the proceeds of any financings used to pay
down or pay off the promissory note in the interim
- 3% royalty on future revenues from Datavault and ADIO product
lines
Closing is subject to customary closing conditions.
Upon closing, Mr. Bradley will become CEO and Mr. Moyer, CFO,
and the company will change its name to Datavault Inc.
Nathaniel (Nate) Bradley
Nathaniel (Nate) Bradley, CEO and Co-founder of Data Vault
Holdings Inc., a highly accomplished inventor with over 70
international and U.S. patents across diverse fields such as
Internet broadcasting, mobile advertising, behavioral healthcare,
blockchain, cybersecurity, AI, and data science. As CEO and
co-founder of Data Vault Holdings Inc., which operates Datavault
Inc., Adio LLC, True Luck Inc., and Data Donate Technologies, Mr.
Bradley has developed patented technologies that establish
Datavault as a leader in Web 3.0 data monetization. He has also
lobbied Congress for a Digital Bill of Rights and founded the
Intellectual Property Network Inc., offering IP and IT development
services globally. Previously, Mr. Bradley was the inventor and
founder of AudioEye (NASDAQ: AEYE), where he pioneered cloud-based
assistive technologies, earning recognition for his contributions
to internet accessibility. His extensive experience includes roles
as Chief Technology Officer for Marathon Patent Group (currently
named Marathon Digital Holdings, NASDAQ: MARA) and involvement in
significant acquisitions within the Internet Radio industry.
Legal Advisors
Sullivan & Worcester LLP served as legal counsel for WiSA
Technologies, and Mitchell Silberberg & Knupp LLP served as
legal counsel for Data Vault Holdings Inc.
About Data Vault Holdings Inc.
Data Vault Holdings Inc. is a technology holding company that
provides a proprietary, cloud-based platform for the delivery of
blockchain objects. Data Vault Holdings Inc. provides businesses
with the tools to monetize data assets securely over its
Information Data Exchange® (IDE). The company is in the process of
finalizing the consolidation of its affiliates Data Donate
Technologies, Inc., ADIO LLC, and Datavault Inc. as wholly owned
subsidiaries under one corporate structure. Learn more about Data
Vault Holdings Inc. Datavault Inc. and True Luck, Inc. as wholly
owned subsidiaries under one corporate structure. Learn more about
Data Vault Holdings Inc. at www.datavaultsite.com.
Cautionary Note Regarding Forward-Looking Statements
This press release of WiSA Technologies, Inc. (NASDAQ: WISA)
(the “Company”, “us”, “our” or “WiSA”) contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements, include, among others, the Company’s and Data Vault
Holdings, Inc.’s (“Datavault”) expectations with respect to the
proposed asset purchase (the “Asset Purchase) between them,
including statements regarding the benefits of the Asset Purchase,
the anticipated timing of the Asset Purchase, the implied valuation
of Datavault, the products offered by Datavault and the markets in
which it operates, and the Company’s and Datavault’s projected
future results and market opportunities, as well as information
with respect to WiSA’s future operating results and business
strategy. 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 a variety of factors, including, but not limited to:
(i) risks and uncertainties impacting WiSA’s business including,
risks related to its current liquidity position and the need to
obtain additional financing to support ongoing operations, WiSA’s
ability to continue as a going concern, WiSA’s ability to maintain
the listing of its common stock on Nasdaq, WiSA’s ability to
predict the timing of design wins entering production and the
potential future revenue associated with design wins, WiSA’s
ability to predict its rate of growth, WiSA’s ability to predict
customer demand for existing and future products and to secure
adequate manufacturing capacity, consumer demand conditions
affecting WiSA’s customers’ end markets, WiSA’s ability to hire,
retain and motivate employees, the effects of competition on WiSA’s
business, including price competition, technological, regulatory
and legal developments, developments in the economy and financial
markets, and potential harm caused by software defects, computer
viruses and development delays, (ii) risks related to the Asset
Purchase, including WiSA’s ability to close the Asset Purchase in a
timely manner or at all, or on the terms anticipated, whether due
to WiSA’s ability to satisfy the applicable closing conditions and
secure stockholder approval from WiSA stockholders or otherwise, as
well as risks related to WiSA’s ability to realize some or all of
the anticipated benefits from the Asset Purchase, (iii) any risks
that may adversely affect the business, financial condition and
results of operations of Datavault, including but not limited to
cybersecurity risks, the potential for AI design and usage errors,
risks related to regulatory compliance and costs, potential harm
caused by data privacy breaches, digital business interruption and
geopolitical risks, and (iv) other risks as set forth from time to
time in WiSA’s filings with the U.S. Securities and Exchange
Commission. The information in this press release is as of the date
hereof and neither the Company nor Datavault undertakes any
obligation to update such information unless required to do so by
law. The reader is cautioned not to place under reliance on forward
looking statements. Neither the Company nor Datavault gives any
assurance that either the Company or Datavault will achieve its
expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241223419102/en/
Investors Contact for WiSA Technologies and Data Vault
Holdings: David Barnard, Alliance Advisors Investor Relations,
415-433-3777, dbarnard@allianceadvisors.com
WiSA Technologies (NASDAQ:WISA)
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