- 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 –
- $210 million consists of 40 million shares of
common stock to be issued at $5 per share plus $10 million 3-year
Note -
- Investor conference call September 4, 8:30 am
PT | 11:30 am ET -
WiSA Technologies, Inc. (“WiSA Technologies”) (NASDAQ: WISA),
announced that it has executed a definitive asset purchase
agreement (the “Asset Purchase Agreement”) to purchase the
Datavault® intellectual property and information technology assets
of privately held Data Vault Holdings Inc.® for $210 million,
consisting of 40 million shares of common stock of WiSA
Technologies to be issued at $5 per share plus a $10 million 3-year
Note. Closing, subject to customary conditions and approval by the
stockholders of WiSA Technologies, is expected to occur prior to
December 31, 2024. The management teams of WiSA Technologies and
Data Vault Holdings will host an investor conference call today,
September 4, at 8:30 am PT | 11:30 am ET, to discuss the
transaction.
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
- $210 million consideration paid to Data Vault Holdings in
exchange for Datavault and ADIO intellectual property and
information technology assets by WiSA Technologies.
- $200 million in the form of shares of restricted common stock
of WiSA Technologies to be issued at $5.00/share
- $10 million in an unsecured promissory note due 3 years from
closing, with 10% of the proceeds of any financings used to pay
down or pay off the promissory note in the interim
- 3% royalty on future revenues from Datavault and ADIO product
lines 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 U.S. patents across diverse fields such as Internet
broadcasting, mobile advertising, behavioral healthcare,
blockchain, cybersecurity, AI, and data science. As CEO and
co-founder of Data Vault Holdings Inc., which operates Datavault
Inc., Adio LLC, True Luck Inc., and Data Donate Technologies,
Bradley has developed patented technologies that establish
Datavault as a leader in Web 3.0 data monetization. He has also
lobbied Congress for a Digital Bill of Rights and founded the
Intellectual Property Network Inc., offering IP and IT development
services globally. Previously, Bradley was the inventor and founder
of AudioEye (NASDAQ: AEYE), where he pioneered cloud-based
assistive technologies, earning recognition for his contributions
to internet accessibility. His extensive experience includes roles
as chief technology officer for Marathon Patent Group (currently
named Marathon Digital Holdings, NASDAQ: MARA) and involvement in
significant acquisitions within the Internet Radio industry.
Legal Advisors
Sullivan & Worcester 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
Canada (toll free) 855-669-9658 and using access code 7875866.
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 Beaverton, OR with sales teams in Taiwan, China,
Japan, Korea, and California.
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, 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 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
U.S. Securities and Exchange Commission. The information in this
press release is as of the date hereof and neither the Company nor
Datavault undertakes no obligations to update unless required to do
so by law. The reader is cautioned not to place under reliance on
forward looking statements. Neither the Company nor Datavault gives
any assurance that either the Company or Datavault, or the
post-combination company, will achieve its expectations.
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
WiSA Technologies (NASDAQ:WISA)
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