Datavault AI Inc DEFA14A, filed Dec 31, 2024
Datavault AI Inc. (DVLT)
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): December 30, 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) |
| x | 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 8.01 | Other Events. |
On December 30, 2024, WiSA Technologies, Inc., a Delaware corporation (the “Company”), issued the Press Release (as defined below) about a special investor conference call the Company’s, CompuSystems, Inc.’s, an Illinoi corporation (“CSI”), and Data Vault Holding Inc.’s, a Delaware corporation, managements co-hosted at 8:00 am PT / 11:00 am ET, on Monday, December 30, 2024. A transcript of the conference call is hereby furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 8.01 by reference is the investor presentation that the Company used in connection with its presentation at the investor conference call.
On December 30, 2024, the Company issued a press release (the “Press Release”) about the conference call. A copy of the Press Release is attached hereto as Exhibit 99.3 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Investor Conference Call Transcript, dated December 30, 2024 | |
| 99.2 | Presentation Materials of the Company | |
| 99.3 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Additional Information and Where to Find It
THIS FORM CURRENT REPORT ON FORM 8-K (THIS “FORM 8-K”) IS ONLY A BRIEF DESCRIPTION OF THE TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE 2025 ANNUAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY’S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO WISA TECHNOLOGIES, INC., 15268 NW Greenbrier Pkwy, Beaverton, OR 97006, ATTENTION: SECRETARY.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the transactions set forth herein. Information concerning such participants will be set forth in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders, which will be filed with the SEC on Schedule 14A. To the extent that holdings of the Company’s securities change since the amounts printed in the Company’s proxy statement, such changes will be reflected on Statements of Change in Ownership on Form 4 or other filings filed with the SEC. Additional information regarding the interests of such participants in the solicitation of proxies in connection with the transactions set forth herein will be included in the proxy statement.
This Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein. This Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, the Company’s expectations with respect to the proposed asset purchase, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of CSI, the products offered by CSI and the markets in which CSI operates, and the Company’s projected future results. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the Company’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Asset Purchase Agreement by the stockholders of the Company, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Asset Purchase Agreement, (iv) the effect of the announcement or pendency of the transaction on the Company’s business relationships, performance, and business generally, (v) the inability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (vi) costs related to the asset purchase, (vii) the outcome of any legal proceedings that may be instituted against the Company or CSI following the announcement of the proposed asset purchase, (viii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed asset purchase, and identify and realize additional opportunities, (ix) the risk of downturns and the possibility of rapid change in the highly competitive industries in which the Company and CSI operate, (x) the risk that any adverse changes in CSI’s relationships with buyer, sellers and distribution partners may adversely affect the predicted business, financial condition and results of operations, (xi) the risk that periods of rapid growth and expansion could place a significant strain on the Company’s resources, including its employee base, which could negatively impact the Company’s operating results, (xii) the risk that the Company may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all, (xiii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations, and (xiv) the risk that the Company is unable to secure or protect its intellectual property. There may be additional risks that the Company presently do not know or that the Company currently believes are immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
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: December 30, 2024 | WISA TECHNOLOGIES, INC. | ||
| By: | /s/ Brett Moyer | ||
| Name: | Brett Moyer | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
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DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
C O R P O R A T E P A R T I C I P A N T S
Brett Moyer WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
C O N F E R E N C E C A L L P A R T I C I P A N T S
David Peters Alliance Advisors Wealth Management - Analyst
Nathaniel Bradley Data Vault Holdings Inc - Chief Executive Officer
Mark LoGiurato CompuSystems, Inc. - Chief Executive Officer
James McIlree The Special Equities Group, LLC - Analyst
P R E S E N T A T I O N
Operator
Good morning, and welcome to the WiSA Technologies' special conference call to discuss its planned acquisition of CompuSystems, Inc. (Operator Instructions)
Please note this event is being recorded. I would now like to turn the conference over to David Barnard of Alliance Advisors Investor Relations. Please go ahead.
David Peters - Alliance Advisors Wealth Management - Analyst
Greetings and welcome to WiSA Technologies Special Conference Call to discuss its planned acquisition of Compute Systems. Again, I'm David Barnard with Alliance Advisors, Investor Relations and again, as a reminder, the conference is being recorded.
On slide 2, I'd like to remind everyone that today's conference call will include forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ materially from these statements. Any such forward-looking statements should be considered in conjunction with the cautionary statements in our release and risk factors discussed in our filings with the SEC. WiSA assumes no obligation to update any of these forward-looking statements, except as required by law. We also refer you again to slide 2 and today's accompanying presentation for more information.
Turning to slide 3. With us today are Nate Bradley, CEO of Datavault Holdings; Mark LoGiurato, CEO of CompuSystems; Brett Moyer, CEO and President of WiSA Technologies; and Michael Fazio, Controlling Investor of CompuSystems who will be joining us for the Q&A today.
With that, I'd like to turn the call over to Nate. Please go ahead, Nate.
Nathaniel Bradley - Data Vault Holdings Inc - Chief Executive Officer
Thank you very much, David. I appreciate that. Thank you, everyone, for taking the time with two days left to go in this year. We are positioning Datavault WiSA to be well positioned coming into the next year.
And as we enter 2025, we have our focus on Data Sciences division in an Acoustic division and CompuSystems, the subject of today's call is an acquisition we're making that's a bull's eye within those two aspects of our operations.
The Acoustics Sciences division has a focus around technologies, and we've harnessed our audio technology in events the M3 Wallet technology of CompuSystems is a technology that CompuSystems developed to transition an event-based business into technology-based business to go from high touch to high scale to high touch to no touch.
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DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
But having over 100 employees and a reputation as the leader in event registration we were able to look at their lead generation capabilities and the technology they had built really caught our attention. This bull's eye includes our data sciences division which looked at compute systems in a different way.
We looked at their historic value, their assets with respect to their data and how much that data had been developed and how much quality they brought to that data set over being a practitioner in the event space. So CompuSystems is a bull's eye for us creating revenue streams and value through events has been a focus of audio technology.
When we look at our audio technology and how we've proven it inside some of the largest event venues in the world, some of the largest sports and entertainment events held in this past couple of years, we've taken an approach of working with high-end brands, perfecting the audio technology.
And now as we come to market, we look to CompuSystems a company that has thousands of customers that has done events around the world and has a reputation as a leader in the space. Their 100 employees allow us to put feet on the ground and accelerate our model at Datavault and audio.
CompuSystems has a reputation of not only caring for their customers, but also developing a wealth of data for their customers. All of these events and expos and registrations are developing a life blood of data that's helped CompuSystems customers achieve their goals, whether in sales or communications or internal events.
We've been able to tap into HubSpot, Salesforce, Zoho and other large CRM properties through CompuSystems mastery of those platforms. They feed data into those systems, Datavault can look at those systems in terms of their value and their monetization capability. So we're very excited about the revenue streams that are created through events and the fact that CompuSystems is a leader in events in registration.
Their lead generation system second to none and feeds these larger systems that we also are integrated with on our Datavault platform. So Datavault and Audio work seamlessly with the CompuSystems team and technologies to implement technologies at much greater scale. We've accelerated our plans and moved into scale rapidly prepared for 2025 and with a system and a team that is robust and patented.
And as we enter a market, we look at some of the pilot programs that we've created, real-world pilot program. The Cowboy Christmas, Las Vegas Event Center, we were able to do for over 300,000 people to engage with our technologies. We've had a recent event where our technologies were adopted at 78% of the audience present, utilize the audio technology during the event.
We have mobile marketing statistics from our pilots that prove that we are ready for scale. And rather than going door to door or competing against companies like comp systems, we've decided to bring in the best company into our company, the best people into our company, the best relationships into our company that allow us to accelerate our plans of implementing technology at the highest level and bringing our patented solutions to the marketplace with a team that is trusted and utilized worldwide.
We also have the addition of audio tours and aspects that CompuSystems have developed over many, many years with an expertise. So with this, I would like to turn it over to Mark to explain a little bit more about the business of CompuSystems, it's past successes and everything that they bring to the table for Datavault WiSA.
So with that, I'd like to turn it over to Mark. Mark?
Mark LoGiurato - CompuSystems, Inc. - Chief Executive Officer
Thank you, Nate.
So I'll give you a little background on CompuSystems. We're a 48-year-old trade showing conference registration company, we're based in the Chicago area. And as Nate said, we're regarded as the premier registration company for on-site and lead retinal services throughout the industry.
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DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
Our staff on an annual basis, we registered about 1.5 million people throughout the world from Australia to Europe, so we're a big international presence.
During the past two decades, we have registered over 50 million attendees and conferees to our events. More importantly, we have relationships with every show producer in the industry. We have created the websites and manage the registration services for events such as CES in Vegas, the National Retail Show and HIMSS, the largest event for healthcare and information services in the world.
We're known for driving our engagement between exhibitors and attendees through our on-site lead retrieval services and providing high-quality leads through our proprietary app called CompuLEAD. CompuLEAD allows exhibitors to take registration off of the badges by just scanning attendees' badges and getting their demographics.
But as an innovator in the registration industry, we're continually adding to our software offerings and have now developed new analytics to complement our latest product, M3. M3 is a game changer that enables the intensities to gather information seamlessly from exhibitors, whether it be videos or documents. So we're actually putting it in the attendees' hands to gather information, whether it's new products displays or conference sessions, white papers, et cetera.
We're really looking forward to working with Audio because now it enables us to move more easily into other verticals, such as museums and sporting events. And that's going to be a game changer for us as we grow our business along with audio.
So I'm looking forward to 2025 and beyond, and I thank you for giving me a few seconds to explain CompuSystems.
Nathaniel Bradley - Data Vault Holdings Inc - Chief Executive Officer
Thank you, Mark. As you can see, significant revenue opportunities exist the M3 Expo wallet for exhibitors was the first foray into Web3 technologies by CompuSystems. We identified this as one of the key aspects of this acquisition. Datavault and CompuSystems together with the audio technology allows us to trigger events in these event venues in a mobile response modality that previously had not existed. We have a QR or quick response code that rides over sound.
We have exquisite data management and a team that is experienced in all aspects of event management. This includes protecting our clients and developing the most amount of data that we can from each event, each event having now a yield of ticket sales, food and beverage and merchandise, but now another category data. each event creating data and each event creating data that we can value and monetize moving forward.
So the idea behind this acquisition is to leverage the very best of both companies using a proprietary cloak of technology patents and patented technology that no one else in the world can bring to their customers. We've created a barrier to entry in that we have patented technology, a greater system in place around events and events managements with CompuSystems.
We also have a team of 100-plus that are focused on implementing our technology inside this scale, extending our lead in innovation in this industry. and providing a web-to-web free transfer that automates and brings the CompuSystems revenues into higher scalable touchless and fully automated process.
So we're very excited about this opportunity and to frame it a little bit from the financial standpoint, I'd like to turn the call over to Brett Moyer. Brett?
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
Thank you, Nate. So next slide, please. All right. So for -- from my perspective, for all the reasons that Mark and Nate have gone through, this is a very exciting transaction for us. It combines people's technology.
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DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
But I call this a case study, the CSI case study because what's happening is this CSI represents what we're doing with WiSA Inc., with computer science with digital twinning with the VerifyU technology, right? So with -- in all cases, where we're trying to move is moves software and IT into non-hardware-based products, so licensing and software revenue.
And if you look at the impact of CSI did, they started their effort back in 2022 designing and building their M3. So historically, their margins have been in the 36% to 38% range. But as they look into '25 and '26, their margins now with M3 and do being software margins, not just hardware, people registering at front desk, selling printers, et cetera, their margin now starts to grow into the -- close to and approach 60%.
So when Nate and I are out talking, we're not just talking about CSI when we think about implementing IT and software and changing the fundamental business. and the financial profile of the company. This is the model work we're doing across the board, across all product lines, right? We did put out guidance for 2025. And that guidance on CSI is $13 million to $15 million in revenue with $3 million to $4 million of EBITDA.
So that's just getting started. That's off of their numbers. That hasn't measured any impact on the value Avio brings. So we expect to strengthen their P&L over time and integrate that product, which we did announce maybe two weeks ago that they were integrated, started the integration process of Audio.
So with that, we're going to take -- we're going to flip to the summary slide and open up operator call for questions.
Q U E S T I O N S A N D A N S W E R S
Operator
(Operator Instructions)
David Peters - Alliance Advisors Wealth Management - Analyst
Betsy, this is David with Alliance Advisors. I've got a question or two that came in. I'll just read one of them I see. Actually, let me read one of the questions first, and I know we can go back to the queue. It's a question for Mark. I think would it be a reasonable assumption that you can and will scale PSI's business without significantly added resources, particularly pertaining to personnel.
Mark LoGiurato - CompuSystems, Inc. - Chief Executive Officer
Yes. We have the staff on site with our current staff. To go into other verticals, we may add one or two salespeople that we know from the industry we've worked with prior. So they have a Rolodex of folks they can go after. But we're not significantly adding staff at all. One or two salespeople that will actually create revenue for us and pay for themselves.
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
David, do we have any other questions in the queue?
Operator
We do have a question from the audio side. Jim McIlree, Special Equities Group.
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5
DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
James McIlree - The Special Equities Group, LLC - Analyst
And can you help me understand a little bit what needs to happen in order to hit the guidance, do you need to -- is that kind of a backlog-driven number? Or do you need to go out and get that business? And then as part of that, is it back -- is it second half loaded? Or is it kind of progresses throughout the year? And is it a lot of customers? Or is it dependent upon a handful -- one or two or a handful of customers to hit the revenue numbers.
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
I think Mark can talk and address the customer and the backlog and the contract pipeline. Just from an expectation, Jim, we expect to close this in the first half of Q1 at some point. There's very few items left to close out this transaction actually. Mark?
Mark LoGiurato - CompuSystems, Inc. - Chief Executive Officer
Yes. So this will be rolling out M3, et cetera, with Adeo. However, we've rolled out M3 for the last two years. We have a large pipeline. There are many trade reorganizes that are buying it out for use at all their events.
The next one coming up is in February of this year, the National Retail show. So there's a lot going on there. We just finished the largest automotive aftermarket show, [Apex SEMA], where they did a total buyout for their 1,400 clients. So we've got a lot of momentum going with the addition of Audio onto it, it's just going to increase that. So we're ready to roll forward, looking forward to it.
It's exciting times at CompuSystems because we're not going to -- we are not just a registration company anymore. We are software innovators, M3 prove that. And now with adding Audio to that, it's just going to enhance our offerings out there to the industry.
James McIlree - The Special Equities Group, LLC - Analyst
Got it. That helps. And can you give some indication of what the balance sheet is going to look like after the acquisition or the merger takes place?
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
From an equity perspective, or -- I mean, the terms have been...
James McIlree - The Special Equities Group, LLC - Analyst
Yes, I'm thinking in terms of cash debt and equity. I guess those are the primary things I'm interested in.
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
All right. Equity around this transaction is 10.6 million shares will be issued to CSI, there is $10 million of debt that is due six months and nine months and 5 million tranches that is convertible is we have less than $30 million of cash.
And from a cash perspective, with the strengthening of the technology and the valuation of the technology to the adding of CSI to the WiSA-based business. We have multiple conversations going on strategically how to fund that, which I don't -- will -- we won't have a problem achieving, I believe.
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DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
James McIlree - The Special Equities Group, LLC - Analyst
Got it. And then just my last one. Can you talk a little bit about who you view as the most important or the biggest threat in terms of competition that you see for CompuSystems?
Brett Moyer - WiSA Technologies Inc - Chairman of the Board, President, Chief Executive Officer
Mark or Nate.
Nathaniel Bradley - Data Vault Holdings Inc - Chief Executive Officer
Yes. Nate Bradley here. So reject the premise that we have competitors on many aspects of what we're offering in our technology stack. In terms of direct competitors to CSI, this acquisition catapults us into the castle in terms of event management. We believe we're the premier all others chase in this space now.
In respect to the head-to-head competition, there's obviously a number of event companies, registration companies and others that are nipping at our hills. That's a distance between us and them drastically enhanced by the patent portfolios of WiSA, Datavault all combined. The M3 wallet technology developed by confuse systems is infused with the patent protection that we bring.
And we've also looked at -- in terms of the Web3 aspects and the tokenomics some of our competitors there, coin-based and others of that walk, the crypto side, are interesting challenges for us in terms of taking them on in the event space, the route immutable NFTs and NFC tickets and other aspects of this that we're bringing to the table.
So kind of reject the premise that we have direct competitors on our feature sets, the competitors in the event space are pretty well defined. They all follow us now.
Operator
(Operator Instructions)
Mark LoGiurato - CompuSystems, Inc. - Chief Executive Officer
All right. So operator, if there's no more questions in the queue. I'd like to turn the call over to Nate for final comments.
Nathaniel Bradley - Data Vault Holdings Inc - Chief Executive Officer
Thank you, everyone, for joining us. If you do have additional questions, we're always here to answer them.
We are very excited about the Datavault, why the CompuSystems combination. We're sorting out everything, but as a team and the 100 people that come from CompuSystems enhance our existing 50 when you take Datavault and why is it combined. So from a human resource standpoint, we've infused a tremendous amount of talent into our team and into our effort here.
CompuSystems with their reputation in the space is something that we coveted. And we wanted also their team. Mark is an exceptional human being. He's worked so hard for so long. And this deal is something that we're very excited to bring to CompuSystems as we transition their business from Web2 to Web3.
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7
DECEMBER 30, 2024 / 4:00PM, WISA.OQ - WiSA Technologies Inc to Acquire CompuSystems Inc Investor Call
And that leap is something that we're very excited to be part of to be leading the industry in that area and now to have a foothold that no other company can claim to have with respect to event registration event management and expertise and a throughput foot soldiers that we have now throughout the world that are bringing the DataVault solutions to bear. I'd also point out that our audio technology is drastically enhanced by the M3 wallet.
There is a mutable record and other things that we can create in the tail of events, events and event companies create data in their wake and we are able to, for the first time, capture that data, show them a value and bring monetization to bear.
So our focus around all of our efforts is to bring data to monetization. Datavault has a system called the information data exchange, and we are headed towards both an experiential and a monetization of data. And when we look at the aspects of what CompuSystems brings to our company, we could not be more thrilled to have this team, this revenue, these customers and all of our technologies combined.
So with that, we're going to attack 2025. We wish everyone the best in the new year. and thank you for taking the time today to learn more about our company. We're very excited to kind of join forces and bring this company to the very next level starting day one.
And so very, very excited, and thank you very much, everyone, for your participation today.
Operator
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
D I S C L A I M E R
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8
Exhibit 99.2
Unlocking Scale: Monetizing IP in Event Technology NASDAQ: WISA Acquisition Conference Call December 30, 2024 +
| 2 Forward Looking Statements This presentation 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 expectations with respect to the closing of its proposed asset purchase between them (the "DataVault Asset Purchase"), the timing of the Company's name change, the Company's and CSI's expectations with respect to the proposed acquisition of CSI by the Company (the "Acquisition"), including statements regarding the benefits of the Acquisition, the anticipated timing of the Acquisition, the implied valuation of CSI, the products offered by CSI and the markets in which it operates, and the Company's and CSI'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 DataVault 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 or otherwise, as well as risks related to WiSA's ability to realize some or all of the anticipated benefits from the DataVault Asset Purchase, (iii) risks related to the Acquisition, including WiSA's ability to close the Acquisition in a timely manner or at all, or on the terms anticipated, whether due to WiSA's ability to satisfy the applicable closing or otherwise, as well as risks related to WiSA's ability to realize some or all of the anticipated benefits from the Acquisition, any risks that may adversely affect the business, financial condition and results of operations of CSI, 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 CSI 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 CSI gives any assurance that either the Company or CSI will achieve its expectations. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
| 3 Today’s Participants Michael Fazio CSI, Controlling Investor Brett Moyer CEO, WiSA Technologies Mark LoGiurato CEO, CompuSystems Nathaniel T. Bradley CEO, Data Vault Holdings
| 4 Monetizing IP in Event Technology Data Science Acoustic Science Web 3.0 Information Data Exchange Transforming experiential events
| 5 Rich Legacy and Expertise • 5 decades of deep inner workings and long - standing relationships with organizers, exhibitors, attendees • 50+M registrants and over 1,000s of events, many recurring , over 2 decades • Executive team is uniquely positioned for the transfer from Web 2.0 to Web 3.0 Driving Engagement and Results • Attendees: Gamification, wayfinding, and personalized session or booth notifications enhance experience. • Exhibitors: Increased booth traffic, higher - quality sales leads, and seamless follow - up via digital handshakes. • Organizers: Streamlined badge printing, enhanced attendee experiences, and new sponsorship opportunities.
| 6 Industry Leader in Custom Event Registration & Lead Retrieva l Solutions Core Services • Registration • Lead Retrieval • Data Analytics Event Types Serviced • Association • Trade • Corporate • Government • Consumer The CompuSystems Difference • Built for events of any type and size • A modern platform that meets all client needs • Field technicians with thousands of hours of experience • Customer - centric project managers with decades of expertise
| 7 • Significant Revenue Opportunities Exist • M3 Expo Wallet for exhibitors • Audio tours for top - tier venues • Smart phones and IoT • Strategic Growth Opportunity • ADIO ® furthers CSI technology transformation • Datavault ® introduces patented data monetization through the Information Data Exchange ® • WiSA® creates experiential environments with patented mobile response • Extending Lead in Industry Innovation • Integration of ADIO ® ’s patented technology into M3 Expo Wallet creates e - commerce & a significant market differentiator • Offers exclusive services and competitive advantages to event organizers • Expanding Reach and Capabilities from Web 2.0 to Web 3.0 • Broadens service offerings for existing customers while opening doors to new prospects • Positions CSI to expand into new verticals, e.g. museums, sporting events, festivals, and historic sites Improves exhibitor engagement, enhances attendee experiences, and offers new revenue streams for organizers and venue owners +
| 8 Patented Data over Sound • Catapults CSI registrations into high margin revenue & growth • Haptics over smartwatch and smartphone drive engagement • Improving mobile response • Creating revenue from advertising sponsors and ticket sales • Triggering immutable artifacts delivery • Tracking, tracing and analytics Industry Leader in Event Registration and Lead Retrieval • Provides access to 1.4+M registrants per annum via 100 - person team • 10s of millions of registrants from past events • Audio tours at premier venues, i.e. The MET • Foundational M3 Expo Wallet and Wayfinding • Infrastructure to unlock scalable revenue • Fully integrated CRMs: Monetizing Data Assets on Web 3.0 • Successful pilots • Sports & entertainment synergies Creating Revenue Streams and Value through Events
| 9 Real - World Pilot: Las Vegas Center ADIO® + M3 Expo Wallet = powerful platform to connect audience in more meaningful ways Increase Exhibitor Value Provide M3 Expo Wallet prospect - matching algorithms to identify and align attendees with an exhibitor’s ideal profile and drive attended engagement with ADIO haptics. Enhance Attendee Experience Provide highly targeted attendees who opt - in with ADIO technology’s inaudible tones to be delivered in real - time. Support Organizers Deliver scores of actionable data. Improve attendee satisfaction. Improve ROI for exhibitors. Speed and Velocity to Market Replace with ADIO images – use and signage
| 10 Increasing Margin, Improving Financials CSI expected contribution: $ 13M - $ 15M in revenue and $3M - $ 4M in EBITDA in 2025
| 11 • A Powerful Technology Partnership • Exclusive integration of ADIO ® ’s proximity - based, patented technology into CSI’s event solutions. • Combines ADIO ® ’s inaudible tone technology with CSI’s proprietary prospect - matching algorithms for smarter attendee targeting. • Opportunities Beyond Events • Enables WiSA ® to target industries outside events, such as museums, stadiums, and historic sites. • Potential to license ADIO ® technology to other event service providers, creating additional revenue streams. • Innovating for the Future • CSI’s enhanced M3 Expo Wallet now offers unmatched tools for engagement and sustainability. • Rollout in January 2025 ensures seamless implementation for customers and cements leadership in event tech. Synergy: Innovation & Financials
| 12 Investor Contact David Barnard, CFA Alliance Advisors Investor Relations dbarnard@allianceadvisors.com 1 - 415 - 433 - 3777 NASDAQ: WISA
Exhibit 99.3
WiSA Technologies
Hosts Conference Call Today at 8 am PT / 11 am ET to Discuss its
Previously Announced Definitive Agreement to Acquire CompuSystems, Inc.
Beaverton, OR (December 30, 2024) WiSA Technologies, Inc. (“WiSA Technologies,” “WiSA” or the “Company”) (NASDAQ: WISA), which anticipates closing its acquisition of Datavault® intellectual property and information technology assets of privately held Data Vault Holdings Inc.® and changing its name to Datavault Inc. on or about December 31, 2024, will hold a special conference call today, Monday, December 30th at 8 am PT / 11 am ET to discuss its previously announced definitive agreement to acquire privately held CompuSystems, Inc. (“CSI”), a premier provider of registration, data analytics, and lead management services for live events.
Participants on the special conference call will include:
| · | Nate Bradley, CEO of Data Vault Holdings Inc. |
| · | Mark LoGiurato, CEO of CompuSystems, Inc. |
| · | Brett Moyer, CEO of WiSA Technologies, Inc. |
| · | Michael Fazio, Controlling Investor, CompuSystems, Inc. |
A live webcast can be found here:
Webcast | Investor Call Regarding CSI Acquisition
Those without internet access or who wish to dial in may call: 1-833-366-1124 (domestic), or 1-412-317-0702 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the WiSA Technologies call.
A webcast replay of the call will be available approximately one hour after the end of the call and will be available for 90 days, at the above webcast link. A telephonic replay of the call will be available through January 6, 2025, and may be accessed by calling 1- 877-344-7529 (domestic) or 1- 412-317-0088 (international) or Canada (toll free) 855-669-9658 and using access code 8628366.
A presentation will accompany the call and be accessible on Monday, December 30, 2024, under the “Investors” section of WiSA Technologies’ website.
About CompuSystems
CompuSystems is a premier provider of registration, data analytics, and lead management services for live events, offering cutting-edge solutions and unparalleled customer support to clients in the trade, association, corporate, and government event markets. With a strong focus on innovation, customer service, and sustainability, CompuSystems is dedicated to delivering exceptional event experiences for clients and their attendees. Learn more about CompuSystems here.
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.
ADIO has developed a breakthrough ad-driven monetization platform that enhances user experience through high-frequency audio advertising. ADIO uses its patented pioneering data packet technology to integrate into an audio file for a more robust user experience. Learn more about ADIO here.
About WiSA Technologies, Inc.
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 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 expectations with respect to the closing of its proposed asset purchase between them (the “DataVault Asset Purchase”), the timing of the Company’s name change, the Company’s and CSI’s expectations with respect to the proposed acquisition of CSI by the Company (the “Acquisition”), including statements regarding the benefits of the Acquisition, the anticipated timing of the Acquisition, the implied valuation of CSI, the products offered by CSI and the markets in which it operates, and the Company’s and CSI’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 DataVault 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 or otherwise, as well as risks related to WiSA’s ability to realize some or all of the anticipated benefits from the DataVault Asset Purchase, (iii) risks related to the Acquisition, including WiSA’s ability to close the Acquisition in a timely manner or at all, or on the terms anticipated, whether due to WiSA’s ability to satisfy the applicable closing or otherwise, as well as risks related to WiSA’s ability to realize some or all of the anticipated benefits from the Acquisition, any risks that may adversely affect the business, financial condition and results of operations of CSI, 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 CSI 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 CSI gives any assurance that either the Company or CSI will achieve its expectations.
Investors Contact:
David Barnard, Alliance Advisors Investor Relations, 415-433-3777, dbarnard@allianceadvisors.com