Datavault AI Inc S-1, filed Sep 5, 2023

Datavault AI Inc. (DVLT)

S-1 2023-09-05

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		3674		30-1135279
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

		Per Unit		Total
Public offering price	$		$
Placement agent fees⁽¹⁾	$		$
Proceeds, before expenses, to us⁽²⁾	$		$

(1)	Represents a cash fee equal to 8% of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the placement agent for certain of its offering-related expenses. See “Plan of Distribution” beginning on page 55 of this prospectus for a description of the compensation to be received by the placement agent.

(2)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Common Warrants or the Preferred Warrants.

About this Prospectus	1
Prospectus Summary	2
The Offering	5
Risk Factors	10
Special Note Regarding Forward-Looking Statements	30
Industry and Market Data	30
Use of Proceeds	31
Dividend Policy	32
Capitalization	33
Security Ownership of Certain Beneficial Owners and Management	34
Description of Securities That We Are Offering	38
Material U.S. Federal Income Tax Considerations for Holders of Convertible Preferred Stock, Common Warrants and Preferred Warrants	45
Plan of Distribution	55
Disclosure of Commission Position on Indemnification for Securities Act Liability	62
Legal Matters	62
Experts	62
Where You Can Find More Information	62
Incorporation by Reference	63

Units offered by us		Up to [●] Units on a best-efforts basis. Each Unit consists of: (i) one share of Series B Preferred Stock, (ii) [●] Common Warrants, with each Common Warrant exercisable for one share of Common Stock, and (iii) three Preferred Warrants, with each Preferred Warrant exercisable for one share of Series B Preferred Stock and [●] Common Warrants. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Series B Preferred Stock, Common Warrants and Preferred Warrants included in the Units are immediately separable and will be issued separately in this offering. The number of Common Warrants included in each Unit, and the number of Common Warrants issuable upon exercise of each Preferred Warrant, shall be equal to 100% of the quotient obtained by dividing (A) the liquidation preference of the Series B Preferred Stock, by (B) the Fixed Price of the Series B Preferred Stock.

Series B Preferred Stock – Original Issue Discount		The public offering price of $900 per Unit reflects the issuance of the Series B Preferred Stock with an OID of 10% of the $1,000 liquidation preference of the Series B Preferred Stock.

Series B Preferred Stock – Maturity Date		The Series B Preferred Stock has a Maturity Date of one (1) year from the closing date of the offering of Units.

Series B Preferred Stock – Conversion Rights		The Series B Preferred Stock is convertible into Common Stock at the option of the holder at any time at a conversion price equal to the lower of: (a) a Fixed Price equal to the closing price of our Common Stock on Nasdaq on the pricing date of this offering, which Fixed Price is subject to adjustment, and (b) a Variable Price equal to 90% of the lowest volume-weighted average trading price of our Common Stock on Nasdaq within the five (5) trading days preceding the date on which the holder delivers a conversion notice to us, in each case, subject to the Floor Price of $[●]. The Fixed Price and Floor Price of the Series B Preferred Stock, and the number of shares into which the Series B Preferred Stock are convertible, are subject to adjustment in certain customary circumstances. In addition, subject to certain customary exceptions, if we issue any shares of Common Stock or Common Stock Equivalents (as defined in the Certificate of Designations for the Series B Preferred Stock) at an effective price per share less than the then-current Fixed Price of the Series B Preferred Stock, then the Fixed Price will be reduced to that effective price per share, subject to the Floor Price of $[●]. See “Description of Securities That We Are Offering—Description of the Series B Convertible Preferred Stock—Conversion.” This offering also relates to the shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

Series B Preferred Stock – Mandatory Redemption		If the closing price of our Common Stock on Nasdaq is below the then-current Floor Price on the Maturity Date, we will promptly redeem all outstanding shares of Series B Preferred Stock for cash at a per share redemption price equal to the liquidation preference of the Series B Preferred Stock. See “Description of Securities That We Are Offering—Description of the Series B Convertible Preferred Stock—Mandatory Redemption.”

Series B Preferred Stock – Limited Voting Rights		Holders of the Series B Preferred Stock will not have any voting rights, except as described below or as otherwise required by law. In any matter in which the Series B Preferred Stock may vote (as expressly provided herein or as may be required by law), each share of Series B Preferred Stock will be entitled to one vote per share. So long as any shares of Series B Preferred Stock remain outstanding, we will not, without the consent or the affirmative vote of a majority of the outstanding shares of Series B Preferred Stock, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose: (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock; (ii) increase the number of authorized shares of Series B Preferred Stock; or (iii) enter into any agreement with respect to the foregoing. See “Description of Securities That We Are Offering—Description of the Series B Convertible Preferred Stock—Limited Voting Rights.”

Series B Preferred Stock – Liquidation Rights		In the event of the voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of shares of Series B Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders (i.e., after satisfaction of all our liabilities to creditors, if any) and, subject to the rights of holders of any shares of each other class or series of capital stock ranking, as to rights to the distribution of assets upon our voluntary or involuntary liquidation, dissolution or winding-up, senior to the Series B Preferred Stock, a liquidation preference of $1,000 per share, before any distribution or payment may be made to holders of shares of Common Stock or any other class or series of our capital stock ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series B Preferred Stock. See “Description of Securities That We Are Offering—Description of the Series B Convertible Preferred Stock—Liquidation Preference.”

Series B Preferred Stock – Fundamental Transactions		In the event of a Fundamental Transaction (as defined in the Certificate of Designations of the Series B Preferred Stock), and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, or the acquisition of more than 50% of our outstanding common stock, the holders of the Series B Preferred Stock will be entitled to receive upon conversion of the Series B Preferred Stock the kind and amount of securities, cash or other property that the holders would have received had they converted the Series B Preferred Stock immediately prior to such Fundamental Transaction (without regard to the Beneficial Ownership Limitation). See “Description of Securities That We Are Offering—Description of the Series B Convertible Preferred Stock—Liquidation Preference.”

Preferred Warrants		Each Unit contains three Preferred Warrants, with each Preferred Warrant exercisable for one share of Series B Preferred Stock and [●] Common Warrants. The Preferred Warrants will be immediately exercisable on the date of issuance, will expire one (1) year from closing date of the offering of Units, and will have an exercise price equal to the price per Unit sold in this offering. The Preferred Warrants may be exercised on a cashless basis in certain limited circumstances. The number of Common Warrants issuable upon exercise of each Preferred Warrant shall be equal to 100% of the quotient obtained by dividing (A) the liquidation preference of the Series B Preferred Stock, by (B) the Fixed Price of the Series B Preferred Stock. The exercise price of the Preferred Warrants is subject to proportional adjustment in certain customary circumstances. In the addition, the Preferred Warrants afford holders certain rights in the event of a Fundamental Transaction (as defined in the Preferred Warrants). This offering also related to the shares of Series B Preferred Stock and Common Warrants issuable upon exercise of the Preferred Warrants. For more information regarding the Common Warrants, see “Description of Securities That We Are Offering—Common Warrants.”
Lock-Up		We and our directors and officers have agreed with the placement agent not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any shares of our Common Stock or securities convertible into Common Stock for a period of 90 days from the date of this prospectus without the prior written consent of the placement agent. See “Plan of Distribution.”

Investor Waiver		On September 1, 2023, we entered into a waiver (the “Waiver”) with certain investors party to those certain securities purchase agreements dated March 27, 2023 and April 7, 2023. Pursuant to the Waiver, the investors have agreed to waive certain prohibitions under the purchase agreements with respect to this offering in exchange for the granting by us, of participation rights to the investors, collectively, to participate in any subsequent offering of securities of the Company up to an amount equal to 90% of the aggregate dollar value raised in such subsequent offering.

Reasonable Best Efforts		We have agreed to offer and sell the securities offered hereby to the purchasers through the placement agent. The placement agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 55 of this prospectus.

Common Stock Outstanding Prior to the Offering(1)		6,579,957 shares of Common Stock.

Common Stock Outstanding After the Offering		[●] shares of Common Stock, assuming the sale of all Units offered hereby, and no conversion of Series B Preferred Stock, no exercise of Common Warrants and no exercise of Preferred Warrants (and [●] shares of Common Stock, assuming: (i) the sale of all [●] Units offered hereby, (ii) the conversion of all [●] shares of Series B Preferred Stock included in the Units offered hereby at an assumed conversion price equal to the Fixed Price of $[●], the closing price of our Common Stock on Nasdaq on September [●], 2023; (iii) the exercise of all [●] Common Warrants included in the Units offered hereby (with such number of Common Warrants based on the same assumed Fixed Price as set forth above)); (iv) the exercise of all [●] Preferred Warrants included in the Units offered hereby, and the subsequent (a) conversion of all [●] shares of Series B Preferred Stock issuable upon such exercise of Preferred Warrants at the same assumed conversion price set forth above and (b) the exercise of all [●] Common Warrants issuable upon such exercise of Preferred Warrants (with such number of Common Warrants based on the same assumed Fixed Price as set forth above).

Use of Proceeds		We estimate that the net proceeds to us from the offering will be approximately $[●] million, assuming the sale of all [●] Units offered hereby, after deducting the estimated offering expenses payable by us, and assuming no exercise of the Common Warrants or the Preferred Warrants. We intend to use the proceeds of this offering for working capital and general corporate purposes. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.
Listing		Our Common Stock is listed on Nasdaq under the symbol “WISA”. There is no established trading market for the Series B Preferred Stock, the Common Warrants, or the Preferred Warrants, and we do not expect a market for such securities to develop. In addition, we do not intend to list the Series B Preferred Stock, the Common Warrants or the Preferred Warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

Transfer Agent and Warrant Agent		The Transfer Agent for the Series B Preferred Stock, and the Warrant Agent for the Common Warrants and Preferred Warrants, will be VStock Transfer, LLC, whose address is 18 Lafayette Place, Woodmere, NY 11598 and telephone number is (212) 828-8436.

	As of June 30, 2023 (unaudited)
*(in thousands, except share data)*	Actual			Pro Forma			Pro Forma As Adjusted
Cash and cash equivalents:	$	2,007		$	2,601		$	[●]

Mezzanine Equity:
Series B Preferred Stock, par value $0.0001 per share: [●] shares authorized, zero shares outstanding, actual, zero shares outstanding, pro forma, and [●] shares outstanding, pro forma as adjusted		-			-			[●]

Stockholders’ Equity:
Common Stock, par value $0.0001 per share: 200,000,000 shares authorized, 5,300,916 shares outstanding, actual; 6,579,957 shares outstanding, pro forma; and 6,579,957 shares outstanding, pro forma as adjusted		7			7			7
Additional paid-in capital		240, 422			241,016			[●]
Accumulated deficit		(234,568	)		(234,568	)		[●]
Total stockholders’ equity		5,861			6,455			[●]

Total capitalization (mezzanine equity and stockholders’ equity)	$	5,861		$	6,455		$	[●]

	Common Stock Beneficially Owned Prior to this Offering			Common Stock Beneficially Owned After this Offering
Name of Beneficial Owner⁽¹⁾	Shares	%		Shares	%
Brett Moyer⁽²⁾	80,748	1.2	%	80,748	1.2	%
George Oliva⁽³⁾	32,618	*		32,618	*
Gary Williams⁽⁴⁾	52,887	*		52,887	*
Lisa Cummins⁽⁵⁾	11,364	*		11,364	*
Dr. Jeffrey M. Gilbert⁽⁶⁾	11,376	*		11,376	*
David Howitt⁽⁷⁾	11,129	*		11,129	*
Helge Kristensen⁽⁸⁾	11,449	*		11,449	*
Sriram Peruvemba⁽⁹⁾	11,336	*		11,336	*
Robert Tobias⁽¹⁰⁾	11,364	*		11,364	*
Wendy Wilson⁽¹¹⁾	11,222	*		11,222	*
All directors and exec. officers as a group (10 persons)⁽¹²⁾	245,493	3.7	%	245,493	3.7	%

(1)		Percentage of total voting power represents voting power with respect to all shares of our Common Stock. Holders of Common Stock are entitled to one (1) vote per share for each share of Common Stock held by them.

(2)		The number of shares of Common Stock beneficially owned before the offering includes (i) 50 restricted shares of Common Stock (“RSAs”) granted under the LTIP, which are scheduled to vest within sixty (60) days of August 31, 2023; (ii) 833 RSAs granted under the LTIP, which vest on the third anniversary of March 15, 2021, so long as Mr. Moyer remains in the service of the Company on each such anniversary; (iii) 1,499 RSAs granted under the LTIP, which are scheduled to vest quarterly in equal installments for the period from September 15, 2023 to September 15, 2025, on each September 15^th, December 15^th, March 15^th and June 15^th, so long as Mr. Moyer remains in the service of the Company on each such date; (iv) 500 RSAs granted under the Company’s LTIP and being registered hereby, which are scheduled to vest in equal installments on the first, second and third anniversaries of September 19, 2022, as long as Mr. Moyer remains in service of the Company on each such anniversary; (v) 75,000 RSAs granted under the 2018 LTIP and being registered hereby, scheduled to vest in equal installments, commencing on November 15, 2023 and every six (6) months thereafter until May 15, 2026, so long as Mr. Moyer remains in the service of the Company on each such date; and (vi) 484 restricted stock units (“RSUs”) granted under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), which are scheduled to vest within sixty (60) days of August 31, 2023.

(3)		The number of shares of Common Stock beneficially owned before the offering includes (i) 42 RSAs granted under the LTIP; (ii) 100 RSAs granted under the LTIP; (iii) 900 RSAs granted under the LTIP; (iv) 250 RSAs granted under the LTIP and being registered hereby; (v) 30,000 RSAs granted under the 2018 LTIP and being registered hereby, all (i) to (v) of which will fully vest on December 20, 2023 (the “Separation Date”), or earlier pursuant to the terms of a separation agreement entered into by the Company and Mr. Oliva on July 11, 2023; and (vi) 207 RSUs granted under the 2020 Plan, scheduled to vest within sixty (60) days of August 31, 2023.

(4)		The number of shares of Common Stock beneficially owned before the offering includes (i) 17 RSAs granted under the LTIP, which are scheduled to vest within sixty (60) days of August 31, 2023; (ii) 66 RSAs granted under the LTIP, which vest on the third anniversary of March 15, 2021, so long as Mr. Williams remains in the service of the Company on each such anniversary; (iii) 298 RSAs granted under the LTIP, which are scheduled to vest quarterly in equal installments for the period from September 15, 2023 to September 15, 2025, on each September 15^th, December 15^th, March 15^th and June 15^th, so long as Mr. Williams remains in the service of the Company on each such date; (iv) 52,000 RSAs granted under the 2018 LTIP and being registered hereby, scheduled to vest in equal installments, commencing on November 15, 2023 and every six (6) months thereafter until May 15, 2026, so long as Mr. Williams remains in the service of the Company on each such date; and (v) 104 RSUs granted under the 2020 Plan, scheduled to vest within sixty (60) days of August 31, 2023.

(9)		The number of shares of Common Stock beneficially owned before the offering includes (i) 14 RSAs granted under the LTIP, which are scheduled to vest within sixty (60) days of August 31, 2023; (ii) 33 RSAs granted under the LTIP, which vest on the third anniversaries of March 15, 2021, so long as Mr. Peruvemba remains in the service of the Company on each such anniversary; (iii) 72 RSAs granted under the LTIP, which are scheduled to vest quarterly in equal installments for the period from September 15, 2023 to September 15, 2025, on each September 15^th, December 15^th, March 15^th and June 15^th, so long as Mr. Peruvemba remains in the service of the Company on each such date; (iv) 11,000 RSAs granted under the 2018 LTIP and being registered hereby, scheduled to vest in equal installments, commencing on November 15, 2023 and every six (6) months thereafter until May 15, 2026, so long as Mr. Peruvemba. remains in the service of the Company on each such date; and (v) 25 RSUs granted under the 2020 Plan, scheduled to vest within sixty (60) days of August 31, 2023.

(10)		The number of shares of Common Stock beneficially owned before the offering includes (i) 7 RSAs granted under the LTIP, which are scheduled to vest within sixty (60) days of August 31, 2023; (ii) 33 RSAs granted under the LTIP, which vest on the third anniversary of March 15, 2021, so long as Mr. Tobias remains in the service of the Company on each such date; (iii) 72 RSAs granted under the LTIP, which are scheduled to vest quarterly in equal installments for the period from September 15, 2023 to September 15, 2025, on each September 15^th, December 15^th, March 15^th and June 15^th, so long as Mr. Tobias remains in the service of the Company on each such date. Excludes 34 RSUs granted under the 2020 Plan, scheduled to vest on the third anniversary of August 15, 2020, so long as Mr. Tobias remains in the service of the Company on such anniversary; (iv) 11,000 RSAs granted under the 2018 LTIP and being registered hereby, scheduled to vest in equal installments, commencing on November 15, 2023 and every six (6) months thereafter until May 15, 2026, so long as Mr. Tobias remains in the service of the Company on each such date; and (v) 34 RSUs granted under the 2020 Plan, scheduled to vest within sixty (60) days of August 31, 2023.

(11)		The number of shares of Common Stock beneficially owned before the offering consists of (i) 33 RSAs granted under the LTIP, which vest on the third anniversaries of May 15, 2021, so long as Ms. Wilson remains in the service of the Company on each such date; (ii) 72 RSAs granted under the LTIP, which are scheduled to vest in equal installments for the period from September 15, 2023 to September 15, 2025, on each September 15^th, December 15^th, March 15^th and June 15^th, so long as Ms. Wilson remains in the service of the Company on each such date; and (iii) 11,000 RSAs granted under the 2018 LTIP and being registered hereby, scheduled to vest in equal installments, commencing on November 15, 2023 and every six (6) months thereafter until May 15, 2026, so long as Ms. Wilson remains in the service of the Company on each such date.

(12)		See the information included in footnotes 2 through 11 above.

	·	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

	·	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any placement agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

·	our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 17, 2023;

·	our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 15, 2023 and August 14, 2023, respectively;

·	our Current Reports on Forms 8-K filed with the SEC on January 20, 2023, January 25, 2023, January 26, 2023, February 3, 2023, February 17, 2023, March 17, 2023, March 22, 2023, March 24, 2023, March 27, 2023, March 29, 2023, April 7, 2023, April 12, 2023, April 14, 2023, May 15, 2023, May 17, 2023, May 17, 2023, July 14, 2023, July 25, 2023, August 1, 2023, and August 16, 2023

·	the description of our Common Stock contained in (i) our registration statement on Form 8-A, filed with the SEC on July 25, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description and (ii) Exhibit 4.14-Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 17, 2023.

SEC registration fee	$	465.29
FINRA filing fee	$	*
Transfer agent and registrar fees and expenses	$	*
Legal fees and expenses	$	*
Printing fees and expenses	$	*
Accounting fees and expenses	$	*
Miscellaneous fees and expenses	$	*
Total	$	*

WISA TECHNOLOGIES, INC.

By:	/s/ Brett Moyer
	Name: Brett Moyer
	Title: President and Chief Executive Officer

Signature	Title	Date

/s/ BRETT MOYER	Chief Executive Officer and Director (principal executive officer)	September 1, 2023
Brett Moyer

/s/ GARY WILLIAMS	Chief Accounting Officer (principal financial officer and principal accounting officer)	September 1, 2023
Gary Williams

/s/ LISA CUMMINS	Director	September 1, 2023
Lisa Cummins

/s/ DR. JEFFREY M. GILBERT	Director	September 1, 2023
Dr. Jeffrey M. Gilbert

/s/ DAVID HOWITT	Director	September 1, 2023
David Howitt

/s/ HELGE KRISTENSEN	Director	September 1, 2023
Helge Kristensen

/s/ SRIRAM PERUVEMBA	Director	September 1, 2023
Sriram Peruvemba

/s/ ROBERT TOBIAS	Director	September 1, 2023
Robert Tobias

/s/ WENDY WILSON	Director	September 1, 2023
Wendy Wilson

Exhibit No.		Description
2.1		Certificate of Conversion of Summit Semiconductor, Inc. (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 23, 2018).
2.2		Plan of Conversion of Summit Semiconductor, Inc.(incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 23, 2018).
3.1(i)(a)		Certificate of Incorporation of Summit Semiconductor, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018)
3.1(i)(b)		Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 25, 2018)
3.1(i)(c)		Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2018)
3.1(i)(d)		Form of Certificate of Designations of the Preferences, Rights and Limitations of the Series A 8% Senior Convertible Preferred Stock. (Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 25, 2020)
3.1(i)(e)		Certificate of Amendment to Certificate of Incorporation of Summit Semiconductor, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on April 8, 2020)
3.1(i)(f)		Certificate of Amendment of Certificate of Incorporation of the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2022)
3.1(i)(g)		Series A Elimination Certificate. (Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 31, 2022)
3.1(i)(h)		Certificate of Amendment to Certificate of Incorporation of WiSA Technologies, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2023)
3.1(ii)		Bylaws of Summit Semiconductor, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018)
3.1(i)(j)	**	Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
4.1		Form of Common Stock Certificate (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019).
4.2		Form of Common Stock Purchase Warrant issued to holders of Series D 15% Original Issue Discount Senior Secured Convertible Promissory Notes. (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
4.3		Form of Amended and Restated Common Stock Purchase Warrant issued to holder of Series E Senior Secured Original Issue Discount Convertible Notes (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019).
4.4		Form of Common Stock Purchase Warrant issued to holder of Series E Senior Secured Original Issue Discount Convertible Notes (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019).
4.5		Form of Common Stock Purchase Warrant issued to holders of Series F Senior Secured 15% Convertible Notes (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
4.6		Form of Common Stock Purchase Warrant issued to holders of Series G 15% Original Issue Discount Senior Secured Promissory Notes in June 2018 (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
4.7		Form of Common Stock Purchase Warrant issued to holders of Series G 20% Original Issue Discount Senior Secured Promissory Notes in July 2018 (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 23, 2018).
4.8		Amended and Restated Common Stock Purchase Warrant to purchase 110,000 shares of Common Stock issued to Michael Howse on December 27, 2018 (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019).

4.9		Amended and Restated Common Stock Purchase Warrant to purchase 165,000 shares of Common Stock issued to Michael Howse on December 27, 2018 (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019).
4.10		Form of Common Stock Purchase Warrant issued to holder of Series A 8% Senior Convertible Preferred Stock (incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-230952) filed with the SEC on April 19, 2019).
4.11		Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
4.12		Form of Amendment No. 1 to Series F Common Stock Purchase Warrant (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
4.13		Form of Common Stock Purchase Warrant, dated February 2020 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 3, 2020).
4.14		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 25, 2020).
4.15		Form of Senior Secured Convertible Instrument, dated March 2020 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 26, 2020).
4.16		Form of Common Stock Purchase Warrant, dated March 2020 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 26, 2020).
4.17		Form of Placement Agent Warrant, dated March 2020 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on March 26, 2020).
4.18		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 5, 2020).
4.19		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 10, 2020).
4.20		Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
4.21		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
4.22		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on January 19, 2021).
4.23		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 7, 2021).
4.24		Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 8, 2021).
4.25		Form of Restricted Stock Agreement for Directors under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265060) filed with the SEC on May 18, 2022).
4.26		Form of Restricted Stock Agreement for Employees under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265060) filed with the SEC on May 18, 2022).
4.27		Form of Senior Secured Convertible Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2022).
4.28		Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2022).
4.29		Form of Placement Agent Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2022).
4.30		Form of New Senior Secured Convertible Note (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2022).
4.31		Form of Senior Indenture (incorporated by reference to the Company’s Registration Statement on Form S-3 (File No. 333-267211) filed with the SEC on September 1, 2022).

4.32		Form of Subordinated Indenture (incorporated by reference to the Company’s Registration Statement on Form S-3 (File No. 333-267211) filed with the SEC on September 1, 2022).
4.33		Warrant Amendment Agreement, dated November 21, 2022, by and between the Company and Maxim Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2022).
4.34		Form of Series A Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).
4.35		Form of Series B Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).
4.36		Form of Pre-Funded Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2022).
4.37		Form of Voting Agreement (incorporated by reference to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-268085) filed with the SEC on November 29, 2022).
4.38		Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2023).
4.39		Form of Private Placement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2023).
4.40		Form of Inducement Warrant for April Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).
4.41		Form of Inducement Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023)
4.42	**	Form of Common Warrant to Purchase Common Stock
4.43	**	Form of Preferred Warrant to Purchase Series B Convertible Preferred Stock and Common Warrants
5.1	**	Opinion of Sullivan & Worcester LLP
10.1		Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.2		Form of Restricted Stock Agreement for Directors under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.3		Form of Restricted Stock Agreement for Employees under the Summit Semiconductor, Inc. 2018 Long-Term Stock Incentive Plan (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.4		Form of Indemnity Agreement by and between Summit Semiconductor, Inc., and each of its directors and executive officers (incorporated by reference to the Company's Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.5		Employment Agreement between FOCUS Enhancements, Inc. and Brett Moyer, dated August 6, 2002 (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.6		First Amendment to Employment Agreement by and between Summit Semiconductor, LLC and Brett Moyer, effective May 2, 2011 (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.7		Executive Employment Agreement between FOCUS Enhancements, Inc. and Gary Williams, dated May 28, 2004 (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.8		First Amendment to Executive Employment Agreement by and between Summit Semiconductor, LLC and Gary Williams, effective May 2, 2011 (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.9		Form of Securities Purchase Agreement between Summit Semiconductor, LLC and the purchasers of Series D 15% Original Issue Discount Senior Secured Convertible Promissory Notes (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.10		Form of Amendment to Series D Transaction Documents (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.11		Form of Securities Purchase Agreement by and among Summit Semiconductor, LLC and the purchasers of Series F Senior Secured 15% Convertible Notes (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).

10.12		Form of Amendment to Series F Transaction Documents (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 23, 2018).
10.13		Form of Series G Subscription Agreement by and among Summit Semiconductor, Inc. and the purchasers of Series G 15% Original Issue Discount Senior Secured Promissory Notes (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.14		Form of Amendment to Series G Transaction Documents (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-224267) filed with the SEC on July 2, 2018).
10.15		Form of Securities Purchase Agreement, dated April 18, 2019, by and among Summit Wireless Technologies, Inc. and certain purchasers of Series A 8% Senior Convertible Preferred Stock (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2020).
10.16		Form of Series F Warrant Amendment and Exercise Agreement by and between the Company and each of the Medalist Funds (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
10.17		Form of Series G Warrant Amendment and Exercise Agreement by and between the Company and each of the Medalist Funds (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
10.18		Form of Warrant Amendment and Exercise Agreement by and between the Company and certain other holders of the Company’s common stock purchase warrants (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
10.19		Form of Warrant Settlement Agreement by and between the Company and certain holders of the Company’s common stock purchase warrants (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
10.20		Form of Warrant Settlement Agreement by and between the Company and the Medalist Funds (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019).
10.21		Form of Amended and Restated Offer Letter from Summit Wireless Technologies, Inc. to George Oliva, dated October 4, 2019 (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2020).
10.22		Form of Unit Purchase Agreement, dated February 4, 2020, by and among the Company and the purchaser signatory thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2020).
10.23		Form of Subscription Agreement, dated February 28, 2020, by and among the Company and the purchaser signatory thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2020).
10.24		Form of Securities Purchase Agreement, dated March 2020, by and between the Company and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.25		Form of Security Agreement, dated March 2020, by and between the Company and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.26		Form of Security Agreement, dated March 2020, by and between WiSA and the Investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.27		Form of Trademark Security Agreement, dated March 2020, by and between the Company and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.28		Form of Trademark Security Agreement, dated March 2020, by and between WiSA and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.29		Form of Patent Security Agreement, dated March 2020, between the Company and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.30		Form of Pledge Agreement, dated March 2020, between the Company, WiSA and the investor (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).

10.31		Form of Guaranty, dated March 2020 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2020).
10.32		Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, by and between Wells Fargo Bank, National Association and Summit Wireless Technologies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2020).
10.33		Settlement Agreement and Release, dated May 14, 2020, by and between the Company and Alexander Capital, L.P. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 27, 2020).
10.34		Leak-Out Agreement, dated May 14, 2020, by and between the Company and Alexander Capital, L.P. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 27, 2020).
10.35		Placement Agency Agreement, dated June 4, 2020, by and between the Company and Maxim Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2020).
10.36		Form of Securities Purchase Agreement, dated as of June 4, 2020, by and between the Company and the investors (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2020).
10.37		Placement Agency Agreement, dated June 9, 2020, by and between the Company and Maxim Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2020).
10.38		Form of Securities Purchase Agreement, dated as of June 9, 2020, by and between the Company and the investors (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2020).
10.39		Form of Settlement and Release Agreement, dated November 9, 2020, by and among the Company and each holder (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
10.40		Form of Registration Rights Agreement, dated November 9, 2020, by and among the Company and the holders (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
10.41		Form of Leak-Out Agreement, dated November 9, 2020, by and between the Company and each holder (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
10.42		Lease Agreement by and between Portland 2 LLC and the Company, dated August 18, 2020 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
10.43		Summit Wireless Technologies, Inc. 2020 Stock Incentive Plan (incorporated by reference to the Company’s Proxy Statement on Form DEF 14A filed with the SEC on September 11, 2020).
10.44		Lease Agreement by and between Portland 2 LLC and the Company, dated August 18, 2020 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2020).
10.45		Form of Inducement Agreement, dated January 18, 2021, by and between the Company and certain holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021).
10.46		Solicitation Agreement, dated January 15, 2021, by and between the Company and Maxim Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021).
10.47		Form of Inducement Agreement, dated January 19, 2021, by and between the Company and certain holders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2021).
10.48		Form of Exchange Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.49		Form of Inducement Agreement, dated as of June 7, 2021, by and between the Company and certain holders (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 8, 2021).

10.50		Solicitation Agreement, dated June 7, 2021, by and between the Company and Maxim Group LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on June 8, 2021).
10.51		Placement Agency Agreement, dated as of July 22, 2021, by and between the Company and Maxim Group LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on July 26, 2021).
10.52		Form of Securities Purchase Agreement, dated as of July 22, 2021, by and between the Company and the investors (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on July 26, 2021).
10.53		Equity Distribution Agreement, dated December 30, 2021, by and between the Company and Maxim Group LLC (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 30, 2021).
10.54		Form of Securities Purchase Agreement by and between the Company and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.55		Form of Security Agreement by and between the Company and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.56		Form of Security Agreement by and between WiSA and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.57		Form of Trademark Security Agreement by and between the Company and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.58		Form of Trademark Security Agreement by and between WiSA and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.59		Form of Patent Security Agreement between the Company and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.60		Form of Pledge Agreement between the Company, WiSA and the Investor (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.61		Form of Guaranty (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 19, 2022).
10.62+		Executive Employment Agreement, effective as of August 24, 2022, by and between the Company and Brett Moyer (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 26, 2022).
10.63+		Executive Employment Agreement, effective as of August 24, 2022, by and between the Company and George Oliva (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 26, 2022).
10.64+		Executive Employment Agreement, effective as of August 24, 2022, by and between the Company and Gary Williams (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on August 26, 2022).
10.65		WiSA Technologies, Inc. Management Team Retention Bonus Plan, effective September 1, 2022 (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on September 1, 2022).
10.66		Form of Securities Purchase Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022).
10.67		Form of Warrant Agency Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2022).
10.68		Form of Inducement Letter for April Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023).
10.69		Separation Agreement, effective as of July 11, 2023, by and between the Company and George Oliva (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2023)
10.70		Form of Inducement Letter for March Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023)
10.71		Form of Inducement Letter for May Warrants (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023)
10.72	**	Form of Securities Purchase Agreement

10.73	**	Form of Placement Agent Agreement by and between the Company and Maxim Group LLC
10.74	**	Form of Warrant Agency Agreement (Common Warrants) by and between the Company and VStock Transfer, LLC
10.75	**	Form of Warrant Agency Agreement (Preferred Warrants) by and between the Company and VStock Transfer, LLC
10.76	*	Form of Investor Waiver
21.1		List of Subsidiaries. (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-239750) with the SEC on July 8, 2020)
23.1	*	Consent of BPM LLP, independent registered public accounting firm
23.2	**	Consent of Sullivan & Worcester LLP (included in Exhibit 5.1)
24.1	*	Power of Attorney (included on the signature page )
107	*	Filing Fee Table

*	Filed herewith.
**	To be filed by amendment.
+	Management compensatory agreement.

Very truly yours,

[●]

By:
Name:
Title:

[●]

By:
Name:
Title:

[●]

Name:
Title:

[●]

Name:
Title:


Acknowledged and agreed to by:

WISA TECHNOLOGIES, INC.

By:
Name: Brett Moyer
Title: Chief Executive Officer