WISA TECHNOLOGIES, INC. (Form: 8-K, Received: 08/31/2022 16:43:11)

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): August 31, 2022

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)

N/A

(Former name or former address, if changed since last report)

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)

¨	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On August 31, 2022, WiSA Technologies, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an Elimination of Certificate of Designations of the Preferences, Rights and Limitations of the Series A 8% Senior Convertible Preferred Stock (the “Series A Elimination Certificate”) in order to eliminate and cancel all designations, rights, preferences and limitations of the shares of the Company’s Series A 8% Senior Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). In June 2021, all 250,000 shares of Series A Preferred Stock that had originally been issued pursuant to the Certificate of Designations of the Preferences, Rights and Limitations of the Series A Preferred Stock of the Company (the “Series A Certificate of Designations”) were exchanged for shares of the Company’s common stockand warrants to purchase shares of the Company’s common stock. Such shares of Series A Preferred Stock have resumed the status of authorized but unissued shares of preferred stock of the Company. Prior to the filing of the Series A Elimination Certificate, none of the 1,250,000 authorized shares of Series A Preferred Stock were issued and outstanding, and no shares of Series A Preferred Stock were to be issued subject to the Series A Certificate of Designations. The Series A Elimination Certificate became effective upon its filing with the Secretary of State of the State of Delaware.

The foregoing description of the Series A Elimination Certificate is not complete and is subject to and qualified in its entirety by reference to the Series A Elimination Certificate, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Series A Elimination Certificate
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 31, 2022	WISA TECHNOLOGIES, INC.

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

Exhibit 3.1

DocuSign Envelope ID: 78C3F7E0 - D2C6 - 4838 - AB76 - 722B9EA025B7 Sta t e o f Dewl a ar e Sec r e t a ry of S ta t e Di visi o n of C o rpor a ti o n s D eli v e r ed 0 1 :56 P M 0 8 / 3 1 / 2022 F IL E D 0 1 : 5 6 P M 0 8 / 3 1/ 202 2 S R 202 2341 2 0 8 4 - F il e N m u ber 4 8239 0 3 ELIMINATION OF CERTIFICATE OF DESIGNATIONS OF THE PREFERENCES, RIGHTS AND LIMITATIONS OF THE SERIES A 8% SENIOR CONVERTIBLE PREFERRED STOCK OF WISA TECHNOLOGIES, INC. (f/k/a SUMMIT WIRELESS TECHNOLOGIES, INC.) PURSUANT TO SECTION 151(g) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE The undersigned, Brett Moyer, being the Chief Executive Officer of WiSA Technologies, Inc . , a Delaware corporation (the "Company"), does hereby certify that , pursuant to the provisions of Section 15 l(g) of the General Corporation Law of the State of Delaware (the " General Corporation Law " ) , the following resolutions eliminating the designation and the relative powers, preferences, rights , qualifications, limitations and restrictions of the Company's Series A 8 % Senior Convertible Preferred Stock , par value $ 0 . 0001 per share (the "Series A Preferred Stock") , were duly adopted by unanimous written consent by the board of directors of the Company (the "Board") on August 30 , 2022 in accordance with Section 141 of the General Corporation Law , and, pursuant to the authority conferred upon the Board by the provisions of the Company's c e rt i ficat e of incorporation, as amended (the " Certificate of Incorporation") . These composite resolutions eliminating the designation and relative powers, preferences , rights, qualifications, limitations and restrictions of the Series A Preferred Stock are as follows : WHEREAS, the Certificate of Incorporation authorizes preferred stock consisting of 20 , 000 , 000 shares, par value $ 0 . 0001 per share, of capital stock of the Company, issuable from time to time in one or more series ; WHEREAS, the Board is authorized, subject to limitations prescribed by law and by the provisions of the Certificate ofincorporation, to establish and fix the number of shares to be included in any series o f such preferred stock and the designation, rights, preferences, powers, re s trictions and limitations of the shares of such series ; WHEREAS, the Board previously designated 1 , 250 , 000 shares of the Series A Preferred Stock, having the rights, powers and preferences as set forth in that certain Certificate of Designations of the Preferences, Rights and Limitations of the Series A 8 % Senior Convertible Preferred Stock of the Company (the "Series A Certificate o f De s ignati o n") ; WHEREAS, (a) on April 18 , 2019 , the Company issued 250 , 000 shares of the Series A Preferred Stock to an inve s tor (the "Investor"), (b) on June 4 , 20 2 1 , the Company entered into an e x chan g e agreement with such Investor, pursuant to which all 250 , 000 issued and outstanding s hares of Serie s A Preferred Stock were exchanged for shares of Common Stock and warrants to purchase s hares of Common Stock (such exchange, the " Exchange") and (c) from a nd a fter t he Exchange, there are no shares o f Serie s A Preferred Stock currently issued and outstanding and no shares of Series A Preferred Stock will be issued subject to the Series A Certificate of Designation ; and WHEREAS, th e Bo a rd has determi n ed it is advisable and in the bes t intere s ts of the Company and i t s stockholders to eliminate and canc e l all designations, rights and pr e ferenc e s of the shar e s of S e ries A Preferred Stock, and to strik e all refer e nces to S e ries A Pr e ferred Stock from the book s and records of the Company .

2 DocuSign Envelope ID: 78C3F7E0 - D2C6 - 4838 - AB76 - 722B9EA02587 NOW, THEREFORE, BE IT: RESOLVED, that there are no shares of Series A Preferred Stock currently issued and outstanding and no shares of Series A Preferred Stock will be issued subject to the Series A Certificate of Designation ; and be it further RESOLVED, that pursuant to authority granted to and vested in the Board by the provisions of the Certificate ofincorporation, the Board hereby cancels the Series A Certificate ofDesignation and eliminates all Series A Preferred Stock . [Signature Page Follows]

DocuSign Envelope ID: 78C3F7E0 - D2C6 - 4838 - AB76 - 722B9EA025B7 IN WITNESS WHEREOF, this Elimination of Certificate of Designations of the Preferences, Rights and Limitations of the Series A 8% Senior Convertible Preferred Stock ofWiSA Technologies, Inc. has been executed by a duly authorized officer of the Company on this 31 st day of August, 2022. C w 3 7 tFF IO'i"8BB89 IOB... Brett Moyer Chief Executive Officer