WiSA Technologies Announces Pricing of $2.3 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market
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Insights
The recent securities purchase agreement by WiSA Technologies is a strategic move aimed at raising capital, likely to fund ongoing operations or future expansions. The direct offering at-the-market signifies that shares are sold at the prevailing market price, which can be a quick way to raise funds without significant discounts. However, the offering price at $0.03 per share, coupled with the issuance of warrants exercisable at $0.04, suggests a substantial dilution of current shareholders' equity.
Investors will need to assess the potential for WiSA's growth against the immediate dilution effect. The company's focus on wireless audio technology places it within a competitive consumer electronics market, where innovation and market penetration are key drivers of success. The gross proceeds of approximately $2.3 million indicate a relatively small scale of financing, which may only cover short-term needs. Long-term, investors will be looking for how effectively this capital is used to generate revenue growth and whether it can lead to sustainable profitability.
From a financial perspective, the decision by WiSA Technologies to engage in a registered direct offering and concurrent private placement has immediate implications for its capital structure. The estimated gross proceeds of $2.3 million before fees and expenses need to be evaluated against the company's burn rate and the runway it provides. The use of pre-funded warrants is a mechanism to secure immediate capital while providing investors with future equity interest.
It's also important to consider the impact of the offering on earnings per share (EPS), as the introduction of additional shares typically dilutes EPS. The market's reaction to such offerings can be mixed, depending on investor sentiment regarding the company's future prospects and the perceived value of the offering. The five-year expiration on the warrants suggests a long-term commitment from investors, but also a long horizon before potential conversion, which can affect the stock's liquidity and volatility.
In terms of compliance and regulatory implications, WiSA Technologies' approach to raising funds through a registered direct offering and a concurrent private placement is noteworthy. The registered direct offering allows the company to sell shares directly to institutional investors, bypassing the traditional underwriting process of a public offering. This method can be faster and less costly, but it also requires adherence to Nasdaq rules, including at-the-market pricing regulations.
The issuance of unregistered warrants in the private placement is subject to certain exemptions from registration under securities laws, which typically involve more sophisticated investors. These investors are presumed to have a greater capacity to evaluate the risks and merits of the investment. The requirement for stockholder approval for the warrants exercise indicates a level of corporate governance that aligns with shareholder interests, although the dilutive effect may still be a concern for existing shareholders.
The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately
Maxim Group LLC is acting as the exclusive placement agent for the offering and concurrent private placement.
The shares of common stock, pre-funded warrants and shares of common issuable upon exercise of such pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-267211), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on September 13, 2022. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall 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 any such state or other jurisdiction. A prospectus supplement relating to the shares of common stock, pre-funded warrants and shares of common stock issuable upon exercise of the pre-funded warrants will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue,
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
© 2024 WiSA Technologies, Inc. All rights reserved. WiSA Technologies, Inc. and the WiSA Technologies, Inc. logo are trademarks of WiSA Technologies, Inc. The WiSA logo, WiSA®, WiSA Ready™, and WiSA Certified™ are trademarks and certification marks of WiSA, LLC. Third-party trade names, trademarks and product names are the intellectual property of their respective owners.
Safe Harbor Statement
This press release contains forward-looking statements, which are not historical facts, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions and include statements regarding the expected closing date of the offering. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties including, but not limited to, our ability to consummate the offering, satisfy the applicable closing conditions and obtain stockholder approval, and other risks impacting WiSA Technologies’ business, such as, current macroeconomic uncertainties associated with the COVID-19 pandemic, WiSA Technologies’ ability to predict the timing of design wins entering production and the potential future revenue associated with WiSA Technologies’ design wins; WiSA Technologies’ rate of growth; WiSA Technologies’ ability to predict customer demand for its existing and future products and to secure adequate manufacturing capacity; consumer demand conditions affecting WiSA Technologies’ customer’s end markets; WiSA Technologies’ ability to hire, retain and motivate employees; the effects of competition, including price competition; technological, regulatory and legal developments; WiSA Technologies’ ability to maintain compliance with applicable Nasdaq Stock Market Listing Rules; developments in the economy and financial markets and other risks as more fully described in the Company’s filings with the SEC, including the section titled “Risk Factors” in the prospectus supplement and registration statement related to the offering. The information in this press release is provided only as of the date of this press release, and WiSA Technologies undertakes no obligation to update any forward-looking statements contained in this press release based on new information, future events, or otherwise, except as required by law. WiSA Technologies disclaims any obligation to update these forward-looking statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240325614833/en/
David Barnard
LHA Investor Relations
415-433-3777
wisa@lhai.com
Source: WiSA Technologies, Inc.
FAQ
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