UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2023

	or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to _______________.

Commission File Number: 001-38608

WISA Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware		30-1135279
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15268 NW Greenbrier Pkwy

Beaverton, OR 97006

(Address of principal executive offices) (Zip Code)

(408) 627-4716

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of May 12, 2023 is 3,801,953.

Table of Contents

WISA TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

For the quarter ended March 31, 2023

	Page Number
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other Information	33
Item 6. Exhibits	34
SIGNATURES	35

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

WISA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	March 31, 2023		December 31, 2022
	(unaudited)		(1)
Assets
Current Assets:
Cash and cash equivalents	$	5,259	$	2,897
Accounts receivable		226		273
Inventories		5,747		7,070
Prepaid expenses and other current assets		1,064		890
Total current assets		12,296		11,130
Property and equipment, net		155		174
Other assets		126		148
Total assets	$	12,577	$	11,452

Liabilities and Stockholders’ Equity/(Deficit)
Current Liabilities:
Accounts payable	$	2,179	$	2,042
Accrued liabilities		1,063		1,632
Total current liabilities		3,242		3,674
Convertible note payable		468		457
Warrant liabilities		771		8,945
Derivative liability		333		333
Other liabilities		—		39
Total liabilities		4,814		13,448

Commitments and contingencies (Note 8)
Stockholders’ Equity/(Deficit):
Common stock, par value $0.0001; 200,000,000 shares authorized; 3,058,887 and 168,835 shares issued and outstanding as of March 31, 2023 and 2022, respectively		7		7
Additional paid-in capital		236,998		226,318
Accumulated deficit		(229,242)		(228,321)
Total stockholders’ equity/(deficit)		7,763		(1,996)
Total liabilities and stockholders’ equity (deficit)	$	12,577	$	11,452

(1)	The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated balance sheet as of that date.

Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-100 reverse stock split effected in January 2023, as discussed in Note 1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WISA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2023 and 2022

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2023		2022

Revenue, net	$	469	$	566
Cost of revenue		1,722		504
Gross profit (deficit)		(1,253)		62

Operating Expenses:
Research and development		1,893		1,537
Sales and marketing		1,294		1,300
General and administrative		1,362		1,126
Total operating expenses		4,549		3,963
Loss from operations		(5,802)		(3,901)

Interest expense, net		(723)		(1)
Change in fair value of warrant liabilities		5,604		—
Other expense, net		—		(2)
Loss before provision for income taxes		(921)		(3,904)
Provision for income taxes		—		—
Net loss	$	(921)	$	(3,904)
Net loss - basic and diluted	$	(0.53)	$	(26.33)
Weighted average number of common shares used in computing net loss		1,730,365		148,289

Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-100 reverse stock split effected in January 2023, as discussed in Note 1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WISA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the three months ended March 31, 2023 and 2022

(in thousands, except share and per share data)

(unaudited)


	Common Shares			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Equity (Deficit)
Balance as of December 31, 2022	712,564	$	7	$	226,318	$	(228,321)	$	(1,996)
Stock-based compensation	—		—		499		—		499
Restricted stock awards cancelled	(43)		—		—		—