WiSA Technologies Executes $210 Million Definitive Agreement to Purchase Assets, Including High-Performance Computing (HPC) Software and Acoustic Technologies IP, from Data Vault Holdings Inc.
WiSA Technologies (NASDAQ: WISA) has executed a $210 million definitive agreement to purchase assets from Data Vault Holdings Inc. The deal includes High-Performance Computing (HPC) software and Acoustic Technologies IP, creating a licensing and technology company with an extensive patent portfolio. The purchase consists of 40 million shares of common stock at $5 per share plus a $10 million 3-year Note.
The resulting company will offer two solutions: Data Sciences, licensing HPC software applications and Web 3.0 data management, and Acoustic Sciences, licensing spatial and multichannel HD sound transmission. The transaction is expected to close by December 31, 2024, subject to stockholder approval.
WiSA Technologies (NASDAQ: WISA) ha firmato un accordo definitivo da 210 milioni di dollari per acquistare beni da Data Vault Holdings Inc. L'affare include software di High-Performance Computing (HPC) e IP di Acoustic Technologies, creando un'azienda di licenze e tecnologia con un ampio portafoglio di brevetti. L'acquisto consiste in 40 milioni di azioni ordinarie a 5 dollari per azione più un obbligazione triennale da 10 milioni di dollari.
La nuova azienda offrirà due soluzioni: Scienze dei Dati, licenziando applicazioni software HPC e gestione dei dati per il Web 3.0, e Scienze Acustiche, licenziando la trasmissione sonora HD spaziale e multicanale. Si prevede che la transazione si chiuda entro il 31 dicembre 2024, soggetta all'approvazione degli azionisti.
WiSA Technologies (NASDAQ: WISA) ha ejecutado un acuerdo definitivo por 210 millones de dólares para comprar activos de Data Vault Holdings Inc. El acuerdo incluye software de Computación de Alto Rendimiento (HPC) y propiedad intelectual de Acoustic Technologies, creando una empresa de licencias y tecnología con un amplio portafolio de patentes. La compra consiste en 40 millones de acciones ordinarias a 5 dólares por acción más un bono a 3 años de 10 millones de dólares.
La empresa resultante ofrecerá dos soluciones: Ciencias de Datos, licenciando aplicaciones de software HPC y gestión de datos Web 3.0, y Ciencias Acústicas, licenciando la transmisión de sonido HD espacial y multicanal. Se espera que la transacción se cierre antes del 31 de diciembre de 2024, sujeta a la aprobación de los accionistas.
WiSA Technologies (NASDAQ: WISA)는 Data Vault Holdings Inc.의 자산을 구매하기 위해 2억 1천만 달러의 최종 계약을 체결했습니다. 이 거래에는 고성능 컴퓨팅(HPC) 소프트웨어와 Acoustic Technologies의 IP가 포함되어 있으며, 방대한 특허 포트폴리오를 가진 라이선스 및 기술 회사가 만들어집니다. 구매는 주당 5달러에 4천만 주의 보통주와 1천만 달러의 3년 어음으로 구성됩니다.
결과적으로 생긴 회사는 두 가지 솔루션을 제공할 것입니다: 데이터 과학, HPC 소프트웨어 애플리케이션 및 웹 3.0 데이터 관리 라이선스 제공, 그리고 음향 과학, 공간적이고 다채널 HD 사운드 전송 라이선스 제공. 이 거래는 주주 승인을 조건으로 2024년 12월 31일까지 마무리될 것으로 예상됩니다.
WiSA Technologies (NASDAQ: WISA) a signé un accord définitif de 210 millions de dollars pour acheter des actifs de Data Vault Holdings Inc. L'accord comprend des logiciels de calcul haute performance (HPC) et de la propriété intellectuelle d'Acoustic Technologies, créant une société de licences et de technologie avec un vaste portefeuille de brevets. L'achat consiste en 40 millions d'actions ordinaires à 5 dollars par action ainsi qu'une obligation de 10 millions de dollars sur 3 ans.
La société résultante proposera deux solutions : Sciences des Données, licenciant des applications logicielles HPC et de gestion des données Web 3.0, et Sciences Acoustiques, licenciant la transmission sonore HD spatiale et multicanale. La transaction devrait être finalisée d'ici le 31 décembre 2024, sous réserve de l'approbation des actionnaires.
WiSA Technologies (NASDAQ: WISA) hat ein endgültiges Abkommen über 210 Millionen Dollar zum Erwerb von Vermögenswerten von Data Vault Holdings Inc. abgeschlossen. Der Deal umfasst Software für Hochleistungsrechner (HPC) und IP von Acoustic Technologies, wodurch eine Lizenz- und Technologiegesellschaft mit einem umfangreichen Patentportfolio entsteht. Der Kauf besteht aus 40 Millionen Aktien zu je 5 Dollar sowie einer 10-Millionen-Dollar-Anleihe mit einer Laufzeit von 3 Jahren.
Das daraus resultierende Unternehmen wird zwei Lösungen anbieten: Datenwissenschaften, das Lizenzieren von HPC-Softwareanwendungen und Datenmanagement der Web 3.0, sowie Akustikwissenschaften, das Lizenzieren von räumlicher und mehrkanaliger HD-Soundübertragung. Es wird erwartet, dass die Transaktion bis zum 31. Dezember 2024 abgeschlossen ist, vorbehaltlich der Genehmigung durch die Aktionäre.
- Acquisition of extensive IP portfolio in HPC software and acoustic technologies
- Expansion into multiple high-growth markets
- Creation of a larger, more dynamic entity with broader market reach
- Addition of experienced leadership with track record in IP commercialization
- Significant shareholder dilution due to issuance of 40 million new shares
- $10 million debt addition through 3-year Note
- Transaction closing subject to stockholder approval, introducing uncertainty
- Long timeframe for expected closing (by December 31, 2024)
Insights
This $210 million acquisition marks a significant strategic move for WiSA Technologies. The deal structure, with 40 million shares at $5 per share plus a $10 million 3-year Note, suggests a confident outlook on WiSA's future stock performance. However, the substantial share dilution (40 million new shares) could potentially impact existing shareholders. The acquisition's focus on high-value IP in data management and acoustic technologies aligns with growing market demands in AI, blockchain and spatial audio. While the deal promises diversification and expanded market reach, investors should closely monitor the integration process and the realization of projected synergies. The December 31, 2024 closing date provides a lengthy period for market conditions to change, adding an element of uncertainty to the deal's ultimate impact.
This acquisition positions WiSA Technologies at the intersection of several cutting-edge technologies. The combination of High-Performance Computing (HPC) software, blockchain data management and AI Web 3.0 assets creates a unique value proposition. The integration of Data Vault's IP with WiSA's existing spatial audio technology could lead to innovative applications in various sectors, from biotech to entertainment. The mention of tokenization and digital twins suggests a focus on creating new revenue streams through data monetization. However, the challenge lies in effectively integrating these diverse technologies and translating them into marketable products. The success of this venture will heavily depend on the company's ability to navigate the complex landscapes of data privacy, blockchain regulations and rapidly evolving AI technologies.
This acquisition signifies WiSA Technologies' ambitious pivot into the data technology and licensing space. The diverse target industries - from bioengineering to automotive - suggest a broad market strategy that could mitigate sector-specific risks. However, this wide focus might also lead to challenges in establishing deep market penetration. The emphasis on tokenization and data ownership aligns with growing trends in data monetization and privacy concerns. The spatial audio technology could find particular traction in the burgeoning virtual and augmented reality markets. Investors should watch for early adoption rates in key industries and the company's ability to secure high-profile partnerships. The success of this venture will largely depend on how effectively WiSA can leverage Data Vault's existing client relationships and translate its broad IP portfolio into tangible market solutions across multiple sectors.
- Creates licensing and technology company with extensive patent portfolio serving multiple industry and government entities in bioengineering, energy, education, finance & fintech, healthcare, sports entertainment, consumer, restaurants, automotive, and more –
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- Investor conference call September 4, 8:30 am PT | 11:30 am ET -
The resulting publicly traded data technology and licensing company will enable clients and strategic partners to monetize their Blockchain Data and AI Web 3.0 assets via tokenization, data ownership and digital twins. Following the asset acquisition, the company will include the Datavault and ADIO assets, talent and experience with WiSA Technologies to offer two solutions.
- Data Sciences will license High Performance Computing (HPC) software applications and Web 3.0 data management serving biotech research, energy, education, fintech, real estate, healthcare, among others.
- Acoustic Sciences will license spatial and multichannel HD sound transmission, including ADIO®, WiSA® and Sumerian™, to customers in sports & entertainment, events & venues, restaurants, automotive, finance, and other industries.
“This exciting transaction leverages our public company structure, creating a larger, more dynamic entity with broad reach in multiple, rapidly growing markets,” said Brett Moyer, CEO of WiSA Technologies. “Datavault’s substantial IP portfolio significantly amplifies our spatial audio technology and adds powerful HPC assets. Further, Nate Bradley brings his exceptional track record of successfully commercializing IP for five companies over 30 years. I look forward to joining forces to work together and create shareholder value for WiSA investors.”
Nathaniel T. Bradley, CEO and co-founder of Data Vault Holdings, said, “I have repeatedly monetized patent portfolios via licensing models. Now, our Data and Acoustic Sciences are ready for commercial expansion. Already, our applications, including secure tokenization, data ownership and digital twin, have attracted reputable users, and our increased industry awareness positions us to expand our customer base.”
About the Datavault Platform
Datavault’s software and encryption enables a comprehensive solution for managing and monetizing data in the Web 3.0 environment. It allows risk-free licensing of name, image, and likeness (NIL) by securely attaching physical real-world objects to immutable metadata or blockchain objects, fostering responsible AI with integrity. Datavault's solutions ensure privacy and credential protection. They are completely customizable and offer AI and ML automation, third-party integration, detailed analytics and data, marketing automation and advertising monitoring.
The platform creates value through scarcity, utility, and encrypted data protection and generates revenue through licensing partnerships that provide detailed analytics, sophisticated HPC modeling, digital ownership, tokenization, and advertising, among other means.
Summary of the Asset Purchase Agreement
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$210 million -
$200 million $5.00 -
$10 million 10% of the proceeds of any financings used to pay down or pay off the promissory note in the interim
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3% royalty on future revenues from Datavault and ADIO product lines to be paid to Master Vault, LLC.
Closing is subject to customary conditions and approval by the stockholders of WiSA Technologies. The proxy is expected to be mailed around the end of September, with the stockholders meeting to be held in Q4, 2024.
Upon closing, Bradley will become CEO and Moyer CFO and the company intends to change its name to Datavault Inc.
About Nathaniel (Nate) Bradley
Nathaniel (Nate) Bradley, CEO and Co-founder of Datavault Holdings, a highly accomplished inventor with over 70 international and
Legal Advisors
Sullivan & Worcester LLC served as legal counsel for WiSA Technologies, and Mitchell Silberberg & Knupp LLP served as legal counsel for Data Vault Holdings Inc.
Investor Conference Call
WiSA Technologies and Datavault management will co-host a special investor conference call at 8:30 am PT / 11:30 am ET, on Wednesday, September 4, 2024.
The conference call will be available through a live webcast found here:
Webcast | WiSA Technologies | Datavault
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 | Datavault conference call.
A webcast replay of the call will be available approximately one hour after the end of the call and will be available for one year, at the above webcast link. A telephonic replay of the call will be available through October 2, 2024 and may be accessed by calling 1- 877-344-7529 (domestic) or 1- 412-317-0088 (international) or
A presentation will be accessible on Wednesday, September 4, 2024, under the “Investors” section of WiSA Technologies’ website.
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 branded data-backed blockchain objects. Datavault®, the company's patented platform, provides businesses with the tools to monetize data assets securely over its Information Data Exchange® (IDE). The company owns Data Donate Technologies, Inc., ADIO LLC, 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.
About WiSA Technologies, Inc.
WiSA Technologies, Inc. (NASDAQ: WISA) is a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung; LG; Hisense; TCL; Bang & Olufsen; Platin Audio; and others, the company delivers immersive wireless sound experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. WiSA Technologies, Inc. is a founding member of WiSA™ (the Wireless Speaker and Audio Association) whose mission is to define wireless audio interoperability standards as well as work with leading consumer electronics companies, technology providers, retailers, and ecosystem partners to evangelize and market spatial audio technologies driven by WiSA Technologies, Inc. The company is headquartered in
Additional Information and Where to Find It
THIS PRESS RELEASE 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 2024 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,
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 2024 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.
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 Datavault’s expectations with respect to the proposed Business Combination between them, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the implied valuation of Datavault, the products offered by Datavault and the markets in which it operates, and the Company’s and Datavault’s projected future results. 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 are not limited to, risks and uncertainties impacting WiSA’s business including, risks related to our current liquidity position and the need to obtain additional financing to support ongoing operations, our ability to continue as a going concern; our ability to maintain the listing of our common stock on Nasdaq and other drivers, our ability to predict the timing of design wins entering production and the potential future revenue associated with design wins; rate of growth; the ability to predict customer demand for existing and future products and to secure adequate manufacturing capacity; consumer demand conditions affecting customers’ end markets; the ability to hire, retain and motivate employees; the effects of competition, including price competition; technological, regulatory and legal developments; developments in the economy and financial markets; potential harm caused by software defects, computer viruses and development delays; risks related to our proposed Business Combination, including our ability to obtain stockholder approval and any regulatory approvals required to consummate the transactions and our ability to realize some or all of the anticipated benefits therefrom, which may be affected by, among other things, costs related to the Business Combination, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees; the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the occurrence of any event, change or other circumstance that could give rise to the termination of the Asset Purchase Agreement; the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Business Combination; the effect of the announcement or pendency of the Business Combination on our and Datavault’s business relationships, performance, and business generally; the outcome of any legal proceedings that may be instituted against us or Datavault following the announcement of the proposed Business Combination; the risk of any investigations by the SEC or other regulatory authority relating to any future financing, the Asset Purchase Agreement or the Business Combination and the impact they may have on consummating the transactions; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities; any risks that may adversely affect the business, financial condition and results of operations of Datavault, including the risk that Datavault is unable to secure or protect its intellectual property; our ability to protect our intellectual property; the post-combination company’s ability to establish, maintain and enforce effective risk management policies and procedures; the post-combination company’s ability to protect its systems and data from continually evolving cybersecurity risks, security breaches and other technological risks; the risk that the post-combination company’s securities will not be approved for listing on Nasdaq or if approved, maintain the listing; and other risks detailed from time to time in the Company’s filings with the
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240904895309/en/
Investors - WiSA Technologies, Inc.
David Barnard, LHA Investor Relations, 415-433-3777, wisa@lhai.com
Source: WiSA Technologies, Inc.
FAQ
What is the value of WiSA Technologies' asset purchase agreement with Data Vault Holdings?
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