As filed with the U.S. Securities and ExchangeCommission on October 31, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

WiSA Technologies, Inc.

(Exact name of registrant as specified in its charter)

WiSA Technologies, Inc.

15268 NW Greenbrier Pkwy
Beaverton, OR 97006

(408) 627-4716
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brett Moyer
Chief Executive Officer
WiSA Technologies, Inc.

15268 NW Greenbrier Pkwy
Beaverton, OR 97006

(408) 627-4716
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposedsale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The information in this prospectusis not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securitiesin any state where the offer or sale is not permitted.

Shares of Common Stock

Warrants to Purchase up to                  Shares of CommonStock

Up to                 Shares of Common Stock underlying Warrants

WiSA Technologies, Inc.

This is a best efforts public offering of: (i)           shares of our common stock, par value $0.0001 per share (the “Common Stock”) and (ii) common stock purchase warrants to purchaseup to an aggregate of            shares of Common Stock (the “Warrants”) at an assumed combined public offering price of $            per shareof Common Stock and accompanying Warrant (which is based on the closing price of our Common Stock of $            per share as reported by the NasdaqCapital Market on            , 2022).

Each Warrant, upon exercise at a price of $            pershare (            % of the combined public offering price of the Common Stock and accompanying Warrant), will result in the issuance of one shareof Common Stock to the holder of such Warrant. This prospectus also relates to the shares of Common Stock that are issuable from timeto time upon exercise of the Warrants.

The Warrants will be immediately exercisable andwill expire five (5) years after their initial exercise date. The shares of Common Stock can be purchased only with the accompanying Warrants, but will be issuedseparately, and will be immediately separable upon issuance.

Our Common Stock is listed on The Nasdaq CapitalMarket (“Nasdaq”) under the symbol “WISA”. The last reported closing price for our Common Stock on Nasdaq onOctober 31, 2022 was $0.55 per share.

The publicoffering price for our securities in this offering will be determined at the time of pricing, and may be at a discount to the then currentmarket price. The assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price.The final public offering price will be determined through negotiation between us and investors based upon a number of factors, includingour history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of ourexecutive officers and the general condition of the securities markets at the time of this offering. There is no established public tradingmarket for the Warrants and we do not expect markets to develop. Without an active trading market, the liquidity of the Warrants willbe limited.

We expect this offering to be completed not later than two businessdays following the commencement of this offering and we will deliver all securities to be issued in connection with this offering deliveryversus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the placement agenthave made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investorfunds in connection with the sale of the securities offered hereunder.

We have engaged Maxim Group LLC as our exclusiveplacement agent (“Maxim” or the “placement agent”) to use its reasonable best efforts to solicit offers to purchaseour securities in this offering. The placement agent has no obligation to purchase any of the securities from us or to arrange for thepurchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as acondition to closing in this offering the actual public offering amount, placement agent’s fee, and proceeds to us, if any, arenot presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus.We have agreed to pay the placement agent the placement agent fees set forth in the table below. See “Plan of Distribution”in this prospectus for more information.

Investing in our securities involves a highdegree of risk. See “Risk Factors” beginning on page 5 of this prospectus and in the documents which are incorporated byreference herein to read about factors you should consider before investing in our securities.

We anticipate that delivery of the shares of CommonStock and Warrants against payment therefor will be made on or before          , 2022.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

Maxim Group LLC

The date of this prospectus is          , 2022

TABLE OF CONTENTS 

ABOUT THIS PROSPECTUS

The registration statement on Form S-1 of whichthis prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (“SEC”), includes exhibitsthat provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed withthe SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information containedin this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference,or to which we have referred you, before making your investment decision. Neither we, nor the placement agent or any financial advisorengaged by us in connection with this offering, have authorized anyone to provide you with additional information or information differentfrom that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the informationcontained in this prospectus is correct after the date of this prospectus.

You should not assume that the information containedin this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, isaccurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, resultsof operations and prospects may have changed since those dates. This prospectus, any prospectus supplement or amendments thereto do notconstitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus, any prospectus supplementor amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitationof an offer in such jurisdiction.

For investors outside the United States: Neitherwe, nor any placement agent or financial advisor engaged by us in connection with this offering, have taken any action that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other thanin the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside ofthe United States.

No person is authorized in connection with thisprospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in thisprospectus, other than the information and representations contained in this prospectus. If any other information or representation isgiven or made, such information or representation may not be relied upon as having been authorized by us. To the extent there is a conflictbetween the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectussupplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a laterdate — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement inthe document having the later date modifies or supersedes the earlier statement.

Neither we nor the placement agent have done anythingthat would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose isrequired, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offeringand the distribution of this prospectus.

When used herein, unless the context requiresotherwise, references to the “WiSA,” “Company,” “we,” “our” and “us” referto WiSA Technologies, Inc., a Delaware corporation.

RISKFACTORS

An investment in the securities offered underthis prospectus involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectusand in the documents that we incorporate by reference herein before you decide to invest in our securities. In particular, you shouldcarefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in this prospectusand in the documents incorporated by reference herein. Investors are further advised that the risks described below may not be the onlyrisks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, may also negatively impact ourbusiness operations or financial results. Any of the risks and uncertainties set forth in this prospectus and in the documents incorporatedby reference herein, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by referenceinto this prospectus, could materially and adversely affect our business, results of operations and financial condition, which in turncould materially and adversely affect the value of our securities.

Risks Related to StrategicTransactions

There can be no assurance that our reviewof strategic transactions and our financing strategy will result in a transaction satisfactory to holders of our Common Stock or any changeat all.

On October 31, 2022, we announced that we are moving forward in ourexploration of strategic alternatives to consider a wide range of options. To explore strategic opportunities specifically involved inour IP and licensable software used in WiSA E and WiSA DS technologies, our board of directors approved the engagement of AQ TechnologyPartners during the third quarter. To date, four companies have executed non-disclosure agreements in consideration of a potential transaction.We, with our advisors, are evaluating a broad range of strategic transactions. Potential strategic transactions that may be explored orevaluated as part of this process include the potential for capital raising transactions, an acquisition, sale of assets, including substantiallyall of our assets, merger, business combination, partnership, joint venture, licensing and/or another strategic alternative. Despite devotingefforts to identify and evaluate potential strategic transactions, the process may not result in any definitive offer to consummate astrategic transaction, or, if we receive such a definitive offer, the terms may not be as favorable as anticipated or may not result inthe execution or approval of a definitive agreement. Even if we enter into a definitive agreement, we may not be successful in completinga transaction or, if we complete such a transaction, it may not enhance stockholder value or deliver expected benefits

The pursuit of strategic transactions orfinancing transactions may consume a substantial portion of the time and attention of our management and require additional capital resourcesand may be disruptive to our business, which could have a material adverse effect on our business, financial condition and results ofoperations.

We are not able to predict with certainty theamount of time and resources necessary to successfully identify, pursue and execute any strategic transaction or obtain additional financing,if we are able to do so at all. The diversion of management’s attention may materially adversely affect the conduct of our businessand, as a result, our financial condition and results of operations. The additional expense we incur in connection with our review ofstrategic alternatives and pursuit of strategic or financing transactions may materially adversely impact our financial condition andpartially offset the value of any strategic transaction we execute or additional financing we obtain.

Risks Related to Our Business and Industry

We have incurred losses since inception.

We have incurred net losses since inception andhad an accumulated deficit of approximately $220.2 million as of June 30, 2022. If we are unsuccessful in implementing any initiativesto improve our revenues in order to achieve profitability, it will have a material adverse impact on our business, prospects, operatingresults and financial condition. There can be no assurance that the revenue that we generate will be able to support our operations ormeet our working capital needs.

Our independent registered public accountingfirm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

Our independent registered public accounting firmhas included in its report for the year ended December 31, 2021 an explanatory paragraph expressing substantial doubt about our abilityto continue as a going concern. Our consolidated financial statements have been prepared on a going concern basis, which contemplatesthe realization of assets and the discharge of liabilities in the normal course of business. Our ability to continue as a going concernis contingent upon, other factors, our ability to raise additional capital through sales of our securities, including this offering, andincurrence of debt. Additionally, future capital requirements will depend on many factors, including the rate of revenue growth, the sellingprice of our products, the expansion of sales and marketing activities, the timing and extent of spending on research and developmentefforts and the continuing market acceptance of our products. These factors raise substantial doubt about our ability to continue as agoing concern. There is no assurance that additional financing will be available at terms acceptable to us or at all. If we cannot continueas a viable entity, this could materially adversely affect the value of the shares of Common Stock.

We depend upon the timely deliveryof products from our vendors and purchases from our partners and customers.

We depend on manufacturers and component customersto deliver and purchase hardware and consumer electronics in quantities sufficient to meet customer demand. In addition, we depend onthese manufacturers and customers to introduce new and innovative products and components to drive industry sales. During the first halfof 2022, we have experienced sales declines indirectly through disruption in the supply chain for several of our industry partners orcustomers whose own supply chains have been disrupted based on a variety of macroeconomic events that may or may not be related to theCOVID-19 pandemic, which have resulted in delays throughout the consumer electronics industry. Any material delay in the introductionor delivery, or limited allocations of products or offerings could result in reduced sales by us, which could have a material adverseimpact on our financial results. Any reduction in allocation of components or new hardware platforms or other technological advances byvendors or our customers (in which our technology is part of their hardware offering) to third parties such as big box retailers, couldalso have a material adverse impact on our financial results.

Disruptions and delays in our supply chains asa result of the COVID-19 pandemic could adversely impact manufacturers’ and other customers’ ability to meet customer demand.Additionally, the prioritization of shipments of certain products as a result of the COVID-19 pandemic could cause delays in theshipment or delivery of our products. Such disruptions could also result in reduced sales by us, which could materially and adverselyimpact on our financial results.

A small number of customers represent asignificant percentage of our revenue, so any loss of key customers could have a material adverse effect on our business.

A small number of our customers represent a significantpercentage of our revenue. Although we may have agreements with these customers, these agreements typically do not require any minimumpurchases and do not prohibit customers from using competing technologies or customers from purchasing products and services from competitors.Because many of our markets are rapidly evolving, customer demand for our technologies and products can shift quickly. As of December 31,2021, we had two customers accounting for 35% and 27% of accounts receivable and three customers accounting for 27%, 17% and 14% of ournet revenue for the year ended December 31, 2021. As of June 30, 2022, we had one customer accounting for 76% of our accountsreceivable and, for the six months ended June 30, 2022, we had four customers accounting for 21%, 16%, 13% and 13% of our net revenue.A loss of any of our key customers could have a material adverse effect on our business and results of operations.

We are reliant on module manufacturers toproduce the modules which we then sell to our customers and any change in their management or business could have a negative effect onour operations.

Our revenue from the sale of modules to consumerelectronics and speaker companies depends in large part upon the availability of our modules that implement our technologies. Ourmanufacturers incorporate our technologies into these modules, which are then incorporated in consumer entertainment products. We do notmanufacture these modules, but rather depend on manufacturers to produce the modules which we then sell to our customers. We do not controlthe manufacturers. While we have a longstanding relationship with our manufacturers, there can be no assurance that our manufacturerswill continue to timely produce our modules. Change in management of our manufacturers or a change in their operations could negativelyaffect our production and cause us to seek other manufacturers which we may not be able to obtain on the same or similar terms as ourcurrent manufacturers. This could have a negative effect on our operations.

We currently rely on semiconductormanufacturers to manufacture our semiconductors, and our failure to manage our relationship with our semiconductor manufacturers successfullycould negatively impact our business.

We rely on a single contractor in Japan for theproduction of our transmit semiconductor chip and a single contractor in China for the production of our receive semiconductor chip.Our reliance on these semiconductor manufacturers reduces our control over the manufacturing process, exposing us to risks, includingincrease production costs and reduced product supply. If we fail to manage our relationships with these manufacturers effectively, orif a contract manufacturer experiences delays, disruptions, or decides to end-of-life components that it manufactures for us, our abilityto ship products to our end-user customers could be impaired and our competitive position and reputation could be harmed. In addition,any adverse change in our manufacturers’ financial or business condition could disrupt our ability to supply quality products toour end-user customers. If we are required to change manufacturers, we may lose revenue, incur increased costs and damage our customerrelationships. In addition, qualifying a new semiconductor manufacturer and commencing production can be an expensive and lengthy process.As a result of any of these aforementioned disruptions, we would experience a delay in our order fulfillment, and our business, operatingresults and financial condition would be adversely affected.

Declines in or problems with the WiSA Associationmembership could negatively affect our reputation.

Our whollyowned subsidiary, WiSA, LLC, operates the “WiSA Association,” which is an association comprised of brands, manufacturers,and influencers within the consumer electronics industry, with the purpose of promoting a standardized method of interoperability betweenwireless audio components using our technology. We rely significantly on the WiSA Association to uphold the standards andcriteria of interoperable audio products.   If we lose members or new technologyis developed that is easier to incorporate than ours, the WiSA Association may fail to maintain its active status and the sales of ourmodules could diminish as well. In addition, failure of our members to adhere to our policies designed to provide interoperability betweenaudio systems could undermine the integrity of our brand.

Failure to stay on top of technology innovation could harm ourbusiness model.

Our revenue growth will depend upon our successin new and existing markets for our technologies. The markets for our technologies and products are defined by:

Our future success depends on our ability to enhanceour technologies and products and to develop new technologies and products that address the market needs in a timely manner. Technologydevelopment is a complex, uncertain process requiring high levels of innovation, highly skilled engineering and development personnel,and the accurate anticipation of technological and market trends. We may not be able to identify, develop, acquire, market, or supportnew or enhanced technologies or products on a timely basis, if at all.

Failure to effectively develop and expandour sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of ourmodules.

To increase total customers and customer recognitionof the WiSA Association products and to achieve broader market acceptance of our technology, we will need to expand our sales and marketingorganization and increase our business development resources, including the vertical and geographic distribution of our sales force andour teams of account executives focused on new accounts and responsible for renewal and growth of existing accounts.

Our business requires that our sales personnelhave particular expertise and experience in interoperability of audio systems, and the latest wireless audio technology. We may not achieverevenue growth from expanding our sales force if we are unable to hire, develop and retain talented sales personnel with appropriate experience,if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if our sales and marketingprograms are not effective.

Interruptions or performance problems associatedwith technology and wireless technology outside of our control may adversely affect our business and results of operations.

We may in the future experience performance issuesdue to a variety of factors, including wireless technology disruptions, human or software errors. If a wireless connection is compromised,our products will not work as designed and our business could be negatively affected. In some instances, we may not be able to identifythe cause or causes of these performance problems within an acceptable period or a connection problem may be out of our control and coulddeter customers from purchasing wireless audio components.

We expect to continue to make significant investmentsto maintain and improve the performance of our modules. To the extent that we do not effectively address capacity constraints, upgradeour systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business,operating results and financial condition may be adversely affected.

Real or perceived errors, failures or bugsin our modules could adversely affect our operating results and growth prospects.

Because our modules are complex, undetected errors,failures or bugs may occur. Our module is installed and used in numerous audio systems of different brands with different operating systems,system management software, and equipment and networking configurations, which may cause errors or failures of our technology. Despiteour testing, errors, failures or bugs may not be found in our modules until it is released to our customers. Moreover, our customers couldincorrectly implement or inadvertently misuse our modules, which could result in customer dissatisfaction and adversely impact the perceivedquality or utility of our products as well as our brand.

Any of these real or perceived errors, compatibilityissues, failures or bugs in our modules could result in negative publicity, reputational harm, loss of competitive position or claimsby customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons,to expend additional resources to correct the problem. Alleviating any of these problems could require significant expenditures of ourcapital and other resources and could cause interruptions or delays in the use of our solutions, which could cause us to lose existingor potential customers and could adversely affect our operating results and growth prospects.

We rely on the cooperation of our customers to install our modulesin their audio products.

Our modules are sold to our customers who areconsumer electronics companies. Our customers install the modules into their products. Our customers’ audio products are sold tothe public who must then install the audio system into their homes or businesses. We do not oversee installation of our products and thereforehave no control over the result. If a module is not installed correctly in a customer product or an end consumer does not install theiraudio system correctly, our technology may not work properly, which could result in customer dissatisfaction or have a material adverseimpact on our reputation, our business and our financial results.

If we do not or cannot maintain cuttingedge technology and compatibility of our modules with products that our customers use, our business could suffer.

Our customers integrate our modules into theirproducts. The functionality and popularity of our technology depends, in part, on our ability to produce modules that integrate into ourcustomers’ products. Our customers may change the features of their technologies and audio systems may advance technologically.Such changes or advancements could functionally limit or terminate the utility of our product, which could negatively impact our customerservice and harm our business. If we fail to maintain cutting edge technology and compatibility with the products our customers produce,we may not be able to offer the functionality that our customers need, and our customers may not purchase our modules, which would negativelyimpact our ability to generate revenue and have a material adverse impact on our business.

Our future quarterly results of operationsmay fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

Our revenues and results of operations could varysignificantly from quarter to quarter because of various factors, many of which are outside of our control, including:

Any one of these or other factors discussed elsewherein this prospectus, or the documents incorporated by reference herein, may result in fluctuations in our revenues and operating results,meaning that quarter-to-quarter comparisons of our revenues, results of operations and cash flows may not necessarily be indicative ofour future performance.

Because of the fluctuations described above, ourability to forecast revenues is limited and we may not be able to accurately predict our future revenues or results of operations. Inaddition, we base our current and future expense levels on our operating plans and sales forecasts, and our operating expenses are expectedto be relatively fixed in the short term. Accordingly, we may not be able to reduce our costs sufficiently to compensate for an unexpectedshortfall in revenues, and even a small shortfall in revenues could disproportionately and adversely affect our financial results forthat quarter. The variability and unpredictability of these and other factors could result in our failing to meet or exceed financialexpectations for a given period.

Our sales are subject to fluctuation as a result of seasonality,which is outside of our control.

Our sales are subject to the seasonality of whenconsumers buy electronic products, generally in the third quarter leading up to the year-end holiday season. Our customers’ plansto complete and ship new products to meet this seasonal peak can critically impact our financial results should they miss the holidayseason. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarilyindicative of the results that may be achieved for a full fiscal year.

Our sales are subject to fluctuation asa result of our customers’ new product introduction timelines and end-user adoption of our customers’ retail products, bothof which are outside of our control.

We, in conjunction with our customers, are launchinga new technology to the retail and consumer market. The consumer adoption rate at retail is a critical component of our financial successand is currently an unknown component of our financial plans. The variability and unpredictability of these and other factors could resultin our failing to meet or exceed financial expectations for a given period. As a result of these factors, our financial results for anysingle quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscalyear.

We conduct international operations, which exposes us to significantrisks.

Our headquarters are located in Oregon, but wealso have employees in Taiwan and representatives in China, Japan and the Republic of Korea Operating in international markets requiressignificant resources and management attention and subjects us to regulatory, economic and political risks in addition to those we alreadyface in the United States. In addition, we invest time and resources in understanding the regulatory framework and political environmentsof our customers overseas in order to focus our sales efforts. Because such regulatory and political considerations are likely to varyacross jurisdictions, this effort requires additional time and attention from our sales team and could lead to a sales cycle that is longerthan our typical process for sales in the United States. We also may need to hire additional employees and otherwise invest in our internationaloperations in order to reach new customers. Because of our limited experience with international operations as well as developing andmanaging sales in international markets, our international efforts may not be successful.

In addition, we will face risks in doing businessinternationally that could adversely affect our business, including:

Also, we expect that due to costs related to ourinternational efforts and the increased cost of doing business internationally, we will incur higher costs to secure sales to internationalcustomers than the comparable costs for domestic customers. As a result, our financial results may fluctuate as we expand our operationsand customer base worldwide.

Our failure to manage any of these risks successfullycould harm our international operations and adversely affect our business, operating results and financial condition.

We are dependent on the continued servicesand performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

Our future success depends in large part on thecontinued contributions of our senior management and other key personnel. In particular, the leadership of key management personnel iscritical to the successful management of our Company, the development of our products, and our strategic direction. We also depend onthe contributions of key technical personnel.

We do not maintain “key person” insurancefor any member of our senior management team or any of our other key employees. Our senior management and key personnel are all employedon an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. Theloss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectivesand adversely affect our business.

Cyber-security incidents, including datasecurity breaches or computer viruses, could harm our business by disrupting our delivery of products or services, damaging our reputationor exposing us to liability.

We receive, process, store and transmit, oftenelectronically, the data of our customers and others, much of which is confidential. Unauthorized access to our computer systems or storeddata could result in the theft, including cyber-theft, or improper disclosure of confidential information, and the deletion or modificationof records could cause interruptions in our operations. These cyber-security risks increase when we transmit information from one locationto another, including over the Internet or other electronic networks. Despite the security measures we have implemented, our facilities,systems and procedures, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, softwareviruses, misplaced or lost data, programming or human errors or other similar events which may disrupt our delivery of services or exposethe confidential information of our customers and others. Any security breach involving the misappropriation, loss or other unauthorizeddisclosure or use of confidential information of our customers or others, whether by us or a third party, could subject us to civil andcriminal penalties, have a negative impact on our reputation, or expose us to liability to our customers, third parties or governmentauthorities. We are not aware of such breaches to date. There can be no assurance that we will be able to effectively handle a failureof our information systems, or that we will be able to restore our operational capacity in a timely manner to avoid disruption to ourbusiness. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

Changes in financial accounting standardsmay cause adverse and unexpected revenue fluctuations and impact our reported results of operations.

A change in accounting standards or practicescould harm our operating results and may even affect our reporting of transactions completed before the change is effective. New accountingpronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existingrules or the questioning of current practices may harm our operating results or the way we conduct our business.

Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverseimpact on our business and those of our customers and suppliers. Water and energy availability and reliability in the communities wherewe conduct business is critical. We have facilities in regions that may be vulnerable to the impacts of extreme weather events. Climatechange, its impact on our supply chain and critical infrastructure worldwide, and its potential to increase political instability in regionswhere we, our customers and suppliers do business, may disrupt our business and may cause us to experience higher attrition, losses andcosts to maintain or resume operations. Although we maintain a program of insurance coverage for a variety of property, casualty, andother risks, the types and amounts of insurance we obtain vary depending on availability and cost. Some of our policies have large deductiblesand broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large,which could harm our results of operations and financial condition.

Our operations, products and services, as wellas those of our suppliers and customers, may also be subject to climate-related laws, regulations and lawsuits. Regulations such as carbontaxes, fuel or energy taxes, and pollution limits could result in greater direct costs, including costs associated with changes to manufacturingprocesses or the procurement of raw materials used in manufacturing processes, increased levels of capital expenditures to improve facilitiesand equipment, and higher compliance and energy costs to reduce emissions, as well as greater indirect costs resulting from our customers,suppliers or both incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our businessand results of operations by increasing our expenses or requiring us to alter our operations and product design activities. Stockholdergroups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputationalharm. We may also experience contractual disputes due to supply chain delays arising from climate change-related disruptions, which couldresult in increased litigation and costs.

We also face risks related to business trendsthat may be influenced by climate change concerns. Stockholder advocacy groups, certain institutional investors, investment funds, othermarket participants, stockholders and customers have focused increasingly on the environmental, social and corporate governance (“ESG”)and sustainability practices of companies, including those associated with climate change and human rights. These parties have placedincreased importance on the implications of the social cost of their investments. If our ESG practices do not meet stockholder or otherindustry expectations and standards, which continue to evolve, our brand, reputation and business activities may be negatively impacted.Any sustainability disclosures we make may include our policies and practices on a variety of social and ethical matters, including corporategovernance, environmental compliance, employee health and safety practices, human capital management, product quality, supply chain management,and talent diversity and inclusion practices. It is possible that our stockholders may not be satisfied with our ESG practices or thespeed of their adoption. We could also incur additional costs and require additional resources to monitor, report, and comply with variousESG practices, or choose not to conduct business with potential customers, or discontinue or not expand business with existing customers,due to our policies. Also, our failure, or perceived failure, to meet the standards included in any sustainability disclosure could havea material negative impact on our reputation and business activities.

Risks Related to Our Intellectual Property

Failure to protect our intellectual property rights could adverselyaffect our business.

Our success depends, in part, on our ability toprotect proprietary methods and technologies that we develop or license under patent and other intellectual property (“IP”)laws of the United States, so that we can prevent others from using our inventions and proprietary information. If we fail to protectour IP rights adequately, our competitors might gain access to our technology, and our business might be adversely affected. However,defending our IP rights might entail significant expenses. Any of our patent rights, copyrights, trademarks or other IP rights may bechallenged by others, weakened or invalidated through administrative process or litigation.

As of October 27, 2022, we had 13 issued and 13pending U.S. patents covering our technology. We also license issued U.S. patents from others. The patents that we own or license fromothers (including those that may be issued in the future) may not provide us with any competitive advantages or may be challenged by thirdparties, and our patent applications may never be granted.

Additionally, the process of obtaining patentprotection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonablecost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our IP, as the legalstandards relating to the validity, enforceability and scope of protection of patent and other IP rights are uncertain.

Any patents that are issued may subsequently beinvalidated or otherwise limited, allowing other companies to develop offerings that compete with ours, which could adversely affect ourcompetitive business position, business prospects and financial condition. In addition, issuance of a patent does not guarantee that wehave a right to practice the patented invention. Patent applications in the United States are typically not published until 18 monthsafter filing or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries.We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing ourpatented software or technology.

Effective patent, trademark, copyright and tradesecret protection may not be available to us in every country in which our software is available. The laws of some foreign countries maynot be as protective of IP rights as those in the United States (in particular, some foreign jurisdictions do not permit patent protectionfor software), and mechanisms for enforcement of IP rights may be inadequate. Additional uncertainty may result from changes to IP legislationenacted in the United States, including the recent America Invents Act, and other national governments and from interpretations of theIP laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unableto prevent third parties from infringing upon or misappropriating our IP.

We rely in part on trade secrets, proprietaryknow-how and other confidential information to maintain our competitive position. Although we endeavor to enter into non-disclosure agreementswith our employees, licensees and others who may have access to this information, we cannot assure you that these agreements or othersteps we have taken will prevent unauthorized use, disclosure or reverse engineering of our technology. Moreover, third parties may independentlydevelop technologies or products that compete with ours, and we may be unable to prevent this competition.

We might be required to spend significant resourcesto monitor and protect our IP rights. We may initiate claims or litigation against third parties for infringement of our proprietary rightsor to establish the validity of our proprietary rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowlyand our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert counterclaims against us. Wemay not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially viable. Anylitigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our technical andmanagement personnel, which may adversely affect our business, operating results, financial condition and cash flows.

We may be subject to IP rights claims bythird parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certaintechnologies.

Companies in the software and technology industries,including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequentlyenter into litigation based on allegations of infringement or other violations of IP rights. In addition, many of these companies havethe capability to dedicate substantially greater resources to enforce their IP rights and to defend claims that may be brought againstthem. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenues and againstwhich our patents may therefore provide little or no deterrence. We have received, and may in the future receive, notices that claim wehave misappropriated, misused, or infringed other parties’ IP rights, and, to the extent we gain greater market visibility, we facea higher risk of being the subject of IP infringement claims.

There may be third-party IP rights, includingissued or pending patents that cover significant aspects of our technologies or business methods. Any IP claims, with or without merit,could be very time-consuming, could be expensive to settle or litigate and could divert our management’s attention and other resources.These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to havewillfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violationof a third party’s rights. We might be required to seek a license for the IP, which may not be available on reasonable terms orat all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses.As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense.If we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of oursoftware and may be unable to compete effectively. Any of these results would adversely affect our business, operating results, financialcondition and cash flows.

We have been notified by The Nasdaq StockMarket LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicablecontinued listing requirements and standards of Nasdaq, our Common Stock could be delisted from Nasdaq.

Our Common Stock is currently listed on Nasdaq.In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, includingthose regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price,and certain corporate governance requirements.

On June 23, 2022, we received a written notificationfrom the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying us that we were not in compliance with the minimumbid price requirement for continued listing on Nasdaq, as set forth under Nasdaq Listing Rule 5550(a)(2) (the “MinimumBid Price Requirement”), because the closing bid price of our Common Stock was below $1.00 per share for the previous thirty (30)consecutive business days. We were granted 180 calendar days, or until December 20, 2022, to regain compliance with the Minimum BidPrice Requirement. In the event we do not regain compliance with the Minimum Bid Price Requirement by December 20, 2022, we may beeligible for an additional 180-calendar day grace period. To qualify, we will be required to meet the continued listing requirement formarket value of publicly held shares and all other listing standards for Nasdaq, with the exception of the Minimum Bid Price Requirement,and will need to provide written notice to The Nasdaq Stock Market LLC of our intent to regain compliance with such requirement duringsuch second compliance period. If we do not regain compliance within the allotted compliance period(s), including any extensions thatmay be granted, The Nasdaq Stock Market LLC will provide notice that our Common Stock will be subject to delisting from Nasdaq. At thattime, we may appeal The Nasdaq Stock Market LLC’s determination to a hearings panel.

There can be no assurances that we will be ableto regain compliance with the Minimum Bid Price Requirement or if we do later regain compliance with the Minimum Bid Price Requirement,that we will be able to continue to comply with all applicable Nasdaq listing requirements now or in the future. If we are unable to maintaincompliance with these Nasdaq requirements, our Common Stock will be delisted from Nasdaq.

In the event that our Common Stock is delistedfrom Nasdaq, as a result of our failure to comply with the Minimum Bid Price Requirement, or due to our failure to continue to complywith any other requirement for continued listing on Nasdaq, and is not eligible for listing on another exchange, trading in the sharesof our Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securitiessuch as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate pricequotations for, our Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media,which could cause the price of our Common Stock to decline further. Also, it may be difficult for us to raise additional capital if weare not listed on a national exchange.

Substantial future sales of shares of ourCommon Stock could cause the market price of our Common Stock to decline.

We expect that significant additional capitalwill be needed in the near future to continue our planned operations. Sales of a substantial number of shares of our Common Stock in thepublic market, or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our abilityto raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on theprevailing market price of our shares.

We have financed our operations, and we expectto continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity and/or convertiblesecurities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financingthat we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of our Common Stock.Additionally, we may acquire other technologies or finance strategic alliances by issuing our equity or equity-linked securities, whichmay result in additional dilution. Any issuances by us of equity securities may be at or below the prevailing market price of our CommonStock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our Common Stock todecline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instrumentssenior to our shares of Common Stock. The holders of any securities or instruments we may issue may have rights superior to the rightsof our common stockholders. If we experience dilution from issuance of additional securities and we grant superior rights to new securitiesover common stockholders, it may negatively impact the trading price of our shares of Common Stock.

We could issue “blank check”preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their votingrights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.

Our certificate of incorporation, as amended,authorizes the issuance of “blank check” preferred stock with designations, rights and preferences as may be determinedfrom time to time by our board of directors (our “Board”). Our Board is empowered, without stockholder approval, to issuea series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impairthe voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delayingor preventing a change in control. For example, it would be possible for our Board to issue preferred stock with voting or other rightsor preferences that could impede the success of any attempt to change control of our Company.

General Risk Factors

We face risks related to health pandemics,epidemics and other outbreaks, including the continuing COVID-19 pandemic and the spread of monkeypox, any of which could significantlydisrupt our operations and could materially and adversely affect our business.

An outbreak of the respiratory illness causedby COVID-19 has resulted in millions of infections and deaths worldwide, as of the date of filing of this prospectus, and continues tospread across the globe, including in the United States and Europe, the major markets in which we operate. The COVID-19 pandemic continuesto create uncertainty surrounding our business and this continued uncertainty could materially and adversely affect our business, financialcondition and results of operations. Our business activities originating from geographic regions that are or may become affected, maynegatively impact sales, manufacturing and supply chain related activities, among others. Disruptive activities could include the temporaryclosure of manufacturing facilities used in our supply chain processes, restrictions on the export or shipment of our products, significantcutback of ocean container delivery from China, business closures in impacted areas, and restrictions on our employees’ and consultants’ability to travel and to meet with customers. The extent to which COVID-19 impacts our results will depend on future developments, whichare highly uncertain and cannot be predicted, including the duration of the COVID-19 pandemic, adverse impacts of the Omicron variantor potential resurgences or the emergence of new variants, new information which may emerge concerning COVID-19’s severity, andactions to contain COVID-19 or treat its impact.

If workers at one or more of our offices or theoffices of our suppliers or manufacturers become ill or are quarantined and in either or both events are therefore unable to work, ouroperations could be subject to disruption. Further, if our manufacturers become unable to obtain necessary raw materials or components,we may incur higher supply costs or our manufacturers may be required to reduce production levels, either of which may negatively affectour financial condition or results of operations. The extent to which COVID-19 affects our results will depend on future developmentsthat are highly uncertain and cannot be predicted, including actions to contain COVID-19 or treat its effect, among others.

Economic uncertainties or downturns, orpolitical changes, in the United States and globally, could limit the availability of funds available to our customers and potential customers,which could materially adversely affect our business.

Our results of operations could be adversely affectedby general conditions in the economy and financial markets, both in the U.S. and globally, including conditions that are outside of ourcontrol, such as the continuing uncertainty regarding the duration and scope of the COVID-19 pandemic, global supply chain disruptions,the recent inflation in the United States and the foreign and domestic government sanctions imposed on Russia as a result of its recentinvasion of Ukraine. There continues to be volatility and disruptions in the capital and credit markets, and a severe or prolonged economicdownturn, including, but not limited to as a result of such events, could result in a variety of risks to our business, including weakeneddemand for our products and our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economycould strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our services. In turn, we may berequired to increase our allowance for doubtful accounts, which would adversely affect our financial results. Any of the foregoing couldharm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adverselyimpact our business.

Changes in government trade policies, includingthe imposition of tariffs and export restrictions, could have an adverse impact on our business operations and sales.

The United States or foreign governments may enactchanges in government trade policies that could adversely impact our ability to sell products in certain countries, particularly in China.For example, the U.S. government has imposed tariffs on certain Chinese imports and, in return, the Chinese government has imposed orproposed tariffs on certain U.S. products. Additionally, export restrictions imposed by the U.S. government, including the addition oflicensing requirements by the United States Department of Commerce’s Bureau of Industry and Security (“BIS”) throughthe addition of companies to the BIS Entity List, may require us to suspend our business with certain international customers if we concludeor are notified by the U.S. government that such business presents a risk of noncompliance with U.S. regulations. We cannot predict whatactions may ultimately be taken with respect to tariffs or trade relations between certain countries, what products may be subject tosuch actions, or what actions may be taken by other countries in response. It also may not be possible to anticipate the timing or durationof such tariffs, export restrictions, or other regulatory actions. These government trade policies may materially adversely affect oursales and operations with current customers as well as impede our ability to develop relationships with new customers.

There is a risk of further escalation and retaliatoryactions between the U.S. and other foreign governments. If significant tariffs or other restrictions are placed on goods exported fromChina or any related counter-measures are taken, our revenue and results of operations may be materially harmed. These tariffs may alsomake our customers’ products more expensive for consumers, which may reduce consumer demand.

There is also a risk that the U.S. governmentmay seek to implement more protective trade measures, not just with respect to China but with respect to other countries as well, suchas those imposed on Russia in connection with its recent invasion of Ukraine. This could include new or higher tariffs and even more restrictivetrade barriers, such as prohibiting certain types of, or all sales of certain products or products sold by certain parties into the U.S.Any increased trade barriers or restrictions on global trade could have a materially adverse impact on our business and financial results.

A decline in discretionary consumer spendingmay adversely affect our industry, our operations and ultimately our profitability.

Luxury products, such as speaker systems, TVs,game consoles and PCs, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable incomemay affect our industry significantly. Many economic factors outside of our control could affect consumer discretionary spending, includingthe financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and taxrates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

Consumer spending weakness could impact our revenue.

Weakness in general economic conditions may suppressconsumer demand in our markets. Many of the products in which our technologies are incorporated are discretionary goods, such as home-theatersystems. Weakness in general economic conditions may also lead to customers becoming delinquent on their obligations to us or being unableto pay, resulting in a higher level of write-offs. Economic conditions may impact the amount businesses spend on their speaker systems.Weakness in economic conditions could lessen demand for our products and negatively affect our revenue.

We face intense competition in our industry,and we may not be able to compete successfully in our target markets.

The digital audio, consumer electronics and entertainmentmarkets are characterized by intense competition, subject to rapid change, and are significantly affected by new product introductionsand other market activities of industry participants. Our competitors include many large domestic and international companies that havesubstantially greater financial, technical, marketing, distribution and other resources, greater name recognition, a longer operatinghistory, broader product lines, lower cost structures and longer-standing relationships with customers and suppliers than we do. As aresult, our competitors may be able to respond better to new or emerging technologies or standards and to changes in customer requirements.

Further, some of our competitors are in a betterfinancial and marketing position from which to influence industry acceptance of a particular product standard or a competing technologythan we are. Our competitors may also be able to devote greater resources to the development, promotion and sale of products, and maybe in a position to deliver competitive products at a lower price than we can, along with the potential to conduct strategic acquisitions,joint ventures, subsidies and lobbying industry and government standards, hire more experienced technicians, engineers and research anddevelopment teams than we can. As a result, we may not be able to compete effectively against any of these organizations.

Our ability to compete in our current target marketsand future markets will depend in large part on our ability to successfully develop, introduce and sell new and enhanced products or technologieson a timely and cost-effective basis and to respond to changing market requirements. We expect our competitors to continue to improvethe performance of their current products and potentially reduce their prices. In addition, our competitors may develop future generationsand enhancements of competitive products or new or enhanced technologies that may offer greater performance and improved pricing or renderour technologies obsolete. If we are unable to match or exceed the improvements made by our competitors, our market position and prospectscould deteriorate and our net product sales could decline.

If we are unable to attract, integrate andretain additional qualified personnel, including top technical talent, our business could be adversely affected.

Our future success depends in part on our abilityto identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competitionfor qualified individuals from numerous other companies, including other software and technology companies, many of whom have greaterfinancial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those wehave to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achievefull productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures relatedto salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or othercompanies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or becomeas productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture.If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operationaland managerial requirements, on a timely basis or at all, our business will be adversely affected.

Volatility or lack of positive performance inour share price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and otherkey employees have become, or will soon become, vested in a substantial amount of shares of our Common Stock, restricted stock units orwarrants to purchase Common Stock. Employees may be more likely to leave us if the shares they own or the shares underlying their vestedunits or warrants have significantly appreciated in value relative to the original grant prices of the shares or units or the exerciseprices of the warrants, or, conversely, if the exercise prices of the warrants that they hold are significantly above the market priceof our Common Stock. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we needto increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating resultsand financial condition would be adversely affected.

We may be subject to litigation for a varietyof claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business.

We may be subject to litigation for a varietyof claims arising from our normal business activities. These may include claims, suits, and proceedings involving labor and employment,wage and hour, commercial and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claimsand lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attentionand resources, and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigationcould adversely affect our results of operations, harm our reputation or otherwise negatively impact our business. In addition, dependingon the nature and timing of any such dispute, a resolution of a legal matter could materially affect our future operating results, ourcash flows or both.

The market price for our Common Stock isparticularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and lack of profits,which could lead to wide fluctuations in our share price.

The market for our Common Stock is characterizedby significant price volatility when compared to the shares of larger, more established companies that have large public floats, and weexpect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinitefuture, although such fluctuations may not reflect a material change to our financial condition or operations during any such period.Such volatility can be attributable to a number of factors. First, as noted above, our Common Stock is, compared to the shares of suchlarger, more established companies, sporadically and thinly traded. The price for our Common Stock could, for example, decline precipitouslyin the event that a large number of our shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky”investment due to our lack of profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under the fearof losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares onthe market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that hasa large public float. Many of these factors are beyond our control and may decrease the market price of our Common Stock regardless ofour operating performance.

In addition to being highly volatile, our CommonStock could be subject to wide fluctuations in response to a number of factors that are beyond our control, including, but not limitedto:

In addition, if the market for technology stocksor the stock market in general experiences loss of investor confidence, the trading price of our Common Stock could decline for reasonsunrelated to our business, financial condition or operating results. The trading price of our shares might also decline in reaction toevents that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others,could harm the value of our Common Stock. In the past, following periods of volatility in the market, securities class-action litigationhas often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversionof management’s attention and resources, which could materially and adversely affect our business, operating results and financialcondition.

The requirements of being a U.S. public company may strain ourresources and divert management’s attention.

As a U.S. public company, we are subject to thereporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq, and otherapplicable securities rules and regulations.

Compliance with these rules and regulationsincreases our legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and increases demandon our systems and resources. The Exchange Act requires, among other things, that we file annual and current reports with respect to ourbusiness and operating results.

As a result of disclosure of information in thisprospectus and the registration statement of which this prospectus forms a part, as well as in filings required of a public company, ourbusiness and financial condition is more visible, which we believe may result in threatened or actual litigation, including by competitorsand other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims donot result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divertresources of our management and harm our business and operating results.

If securities or industry analysts do notpublish research or reports about our business, or publish negative reports about our business, our Common Stock price and trading volumecould decline.

The trading market for our Common Stock may dependin part on the research and reports that securities or industry analysts may publish about us or our business, our market and our competitors.We do not have any control over such analysts. If one or more such analysts downgrade or publish a negative opinion of our CommonStock, the price of our shares would likely decline. If analysts do not cover us or do not regularly publish reports on us, we may notbe able to attain visibility in the financial markets, which could have a negative impact on our share price or trading volume.

We do not intend to pay dividends on shares of our Common Stockfor the foreseeable future.

We have never declared or paid any cash dividendson shares of our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retainall of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividendsin the future will be at the discretion of our Board. Accordingly, investors must rely on sales of their Common Stock after price appreciation,which may never occur, as the only way to realize any future gains on their investments.

In the event that our Common Stock is delistedfrom Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of our Common Stock because they may be consideredpenny stocks and thus be subject to the penny stock rules.

The SEC has adopted a number of rules toregulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. Such rules includeRules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have theeffect of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than$5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volumeinformation with respect to transactions in such securities is provided by the exchange or system). Our shares have in the past constituted,and may again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosurerequirements imposed upon U.S. broker-dealers for sales of penny stocks may discourage such broker-dealers from effecting transactionsin shares of our Common Stock, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.

A U.S. broker-dealer selling penny stock to anyoneother than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination forthe purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or thetransaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, priorto any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating tothe “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also requiredto disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities.Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “pennystock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

Stockholders should be aware that, according tothe SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boilerroom” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessiveand undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securitiesby promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management isaware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictatethe behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practicallimitations to prevent the described patterns from being established with respect to our securities.

There is no public market for the Warrants.

There is no established public trading marketfor the Warrants offered hereby, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrantson any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active market, the liquidityof the Warrants will be limited.

The Warrants in this offering are speculativein nature.

Following this offering, the market value of theWarrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputedpublic offering price. In the event that our Common Stock price does not exceed the exercise price of the Warrants during the period whensuch Warrants are exercisable, such Warrants may not have any value. Furthermore, each Warrant will expire five years from its initialexercise date.

Holders of the Warrants will not have rightsof holders of our shares of Common Stock until such Warrants are exercised.

The Warrants in this offering do not confer anyrights of share ownership on their holders, but rather merely represent the right to acquire shares of our Common Stock at a fixed price.Until holders of Warrants acquire shares of our Common Stock upon exercise of the Warrants, holders of Warrants will have no rights withrespect to our shares of Common Stock underlying such Warrants.

This is a best efforts offering, no minimum amount of securitiesis required to be sold, and we may not raise the amount of capital we believe is required for our business plans.

The placement agent has agreed to use its reasonable best efforts tosolicit offers to purchase the securities being offered in this offering. The placement agent has no obligation to buy any of the securitiesfrom us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimumnumber of securities or amount of proceeds that must be sold as a condition to completion of this offering. Because there is no minimumoffering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceedsto us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offeringwill not receive a refund in the event that we do not sell an amount of securities sufficient to fund for our operations as describedin the “Use of Proceeds” section herein. Thus, we may not raise the amount of capital we believe is required for our operationsin the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us.

If you purchase shares of Common Stock in this offering, youwill incur immediate and substantial dilution in the book value of the shares of our Common Stock.

The proposed public offering price of the sharesof our Common stock is substantially higher than the pro forma as adjusted net tangible book value per share of our Common Stock. Investorspurchasing shares of Common Stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted bookvalue of our tangible assets after subtracting our liabilities. As a result, investors purchasing shares of common stock in this offeringwill incur immediate dilution of $      per share, based on an assumed combined public offering price of $     per share and accompanying Warrant. As a result of the dilution to investors purchasing shares of Common Stock in this offering, investorsmay receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. Further, becausewe may need to raise additional capital to fund our anticipated level of operations, we may in the future sell substantial amounts ofCommon Stock or securities convertible into or exchangeable for common stock. These future issuances of equity or equity-linked securities,together with the exercise or conversion of outstanding options, warrants, notes and/or any additional shares issued in connection withacquisitions, if any, may result in further dilution to investors.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference hereincontain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which representour expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature, whichdepend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will” or similar expressions.In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible future actions, includingany potential strategic transaction involving us, which may be provided by our management, are also forward-looking statements. Forward-lookingstatements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptionsabout our company, economic and market factors, and the industry in which we do business, among other things. These statements are notguarantees of future performance, and we undertake no obligation to publicly update any forward-looking statements, whether as a resultof new information, future events, or otherwise, except as required by law. Actual events and results may differ materially from thoseexpressed or forecasted in forward-looking statements due to a number of factors. Factors that could cause our actual performance, futureresults and actions to differ materially from any forward-looking statements include, but are not limited to, those discussed under theheading “Risk Factors” in this prospectus and in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or15(d) of the Exchange Act. The forward-looking statements in this prospectus and the information incorporated by reference hereinrepresent our views as of the date such statements are made. These forward-looking statements should not be relied upon as representingour views as of any date subsequent to the date such statements are made.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information containedin this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and marketsize, is based on information from various sources, on assumptions that we have made based on such data and other similar sources andon our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautionednot to give undue weight to such estimates.

We have not independently verified any third-partyinformation. While we believe the market position, market opportunity and market size information included in this prospectus is generallyreliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance andthe future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a varietyof factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus and in any documentsthat we incorporate by reference into the registration statement of which this prospectus forms a part. These and other factors couldcause results to differ materially from those expressed in the estimates made by the independent parties and by us.

USE OF PROCEEDS

We estimate that the net proceeds from this offeringwill be approximately $            based on the sale of            shares of Common Stock and accompanying Warrants at an assumed combined public offering priceof $            per share of Common Stock and Warrants, which is equal to the last reported sale price per share of our Common Stock on The NasdaqCapital Market on            , 2022, after deducting the placement agent fees and estimated offering expenses payable by us, and assuming noexercise of the Warrants being issued in this offering. However, because this is a best efforts offering and there is no minimum offeringamount required as a condition to the closing of this offering, the actual offering amount, the placement agent’s fees and net proceedsto us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

As of the date of this prospectus, we cannot predictwith certainty all the uses for the net proceeds to be received upon the completion of this offering. We intend to use approximately 20%of the gross proceeds of this offering to repay a portion of the Convertible Note, and the remainder of the proceeds, after deductingplacement agent’s fees and offering expenses, for working capital, capital expenditures, productdevelopment, and other general corporate purposes, including investments in sales and marketing in the United States and internationally.We may also use a portion of the net proceeds for the acquisitions of businesses, products, technologies or licenses that are complementaryto our business, although we have no present commitments or agreements to do so. We have not allocated specific amounts of net proceedsfor any of these purposes.

The Convertible Note has a principal amount of $3,600,000, matureson August 15, 2024 and does not bear interest.

DIVIDEND POLICY

We have never declared or paid any cash dividends on shares of ourCommon Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our futureearnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the futurewill be at the discretion of our Board. Accordingly, investors must rely on sales of their Common Stock after price appreciation, whichmay never occur, as the only way to realize any future gains on their investments.

CAPITALIZATION

The following table sets forth our actual cashand cash equivalents and our capitalization as of June 30, 2022:

You should read this information in conjunctionwith “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidatedfinancial statements and related notes appearing in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and our AnnualReport on Form 10-K for the fiscal year ended December 31, 2021, which are incorporated by reference in this prospectus.

A $1.00 increase in the assumed combinedpublic offering price of $            per share and accompanying Warrant(which is based on the last reported closing price of our Common Stock of $            per share on             , 2022), would increase cash and cash equivalents and totalstockholders’ equity by approximately $            million, assumingthe number of shares of Common Stock and Warrants offered by us, as set forth on the cover of this prospectus, remains the same andafter deducting placement agent fees and estimated offering expenses payable by us. The pro forma as adjusted information discussedabove is illustrative only and will adjust based on the actual combined public offering price and other terms of this offeringdetermined at pricing.

The total number of shares of our Common Stockreflected in the discussion and table above is based on 16,899,822 shares of our Common Stock outstanding as of June30, 2022, but excludes the following as of such date: (a) up to an aggregate of 4,419,938 shares of Common Stock issuableupon exercise of our outstanding warrants, (b) up to an aggregate of 20,722 shares of Common Stock issuable upon exercise of ouroutstanding pre-funded warrants, (c) 501,060 shares of Common Stock reserved for future issuance under the Company’s LTIP and the2020 Plan, and (d) an aggregate of 421,558 shares of Common Stock issuable upon vesting of restricted stock units that were issued pursuantto the 2020 Plan, none of which have vested as of June 30, 2022.

DILUTION

If you invest in the securities being offeredby this prospectus, your interest will be diluted immediately to the extent of the difference between the combined public offering priceper share and accompanying Warrant and the pro forma as adjusted net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of June30, 2022 was $9,384,000, or $0.56 per share of our Common Stock. Historical net tangible book value per share represents theamount of our total tangible assets, less total liabilities, divided by the number of shares of our Common Stock outstanding as of June30, 2022.

Pro forma nettangible book value per share represents the amount of our total tangible assets as adjusted to take into account net cash proceeds ofapproximately $2,581,000 from our private placement of a senior convertible note in the principal amount of $3.6 million, which closedon August 15, 2022. After giving effect to this transaction, our pro forma net tangible book value per share as of June 30,2022 would have been approximately $0.49 per share.

After giving effect to the foregoing transactionand our sale in this offering of            shares of Common Stock and accompanying Warrants offered by thisprospectus (assuming a combined public offering price of $            per share of Common Stock and accompanying Warrant), and after deductingthe placement agent fees and estimated offering expenses payable by us, assuming no exercise of the Warrants,our pro forma as adjusted net tangible book value as of June 30, 2022 would have been approximately $            or approximately $            per share. Thisrepresents an immediate increase in pro forma as adjusted net tangible book value of approximately $            per share to our existing stockholdersand an immediate dilution in pro forma as adjusted net tangible book value of approximately $            per share to purchasers of our securitiesin this offering, as illustrated by the following table:

A $1.00 increase in the assumed combinedpublic offering price of $            per share and accompanying Warrant(which is based on the last reported closing price of our Common Stock of$            per share on            . 2022), would increase our pro forma as adjusted net tangiblebook value after giving effect to this offering by approximately $           and the dilution to pro forma as adjusted net tangible book value per share to new investors in this offering by $            per share, assuming the number of shares of Common Stock andWarrants offered by us, as set forth on the cover of this prospectus, remains the same and after deducting placement agent fees andestimated offering expenses payable by us and assuming no exercise of the Warrants.

The total number of shares of our Common Stockreflected in the discussion and tables above is based on 16,899,822 shares of our Common Stock outstanding as of June30, 2022, but excludes the following as of such date: (a) up to an aggregate of 4,419,938 shares of Common Stock issuableupon exercise of our outstanding warrants, (b) up to an aggregate of 20,722 shares of Common Stock issuable upon exercise of ouroutstanding pre-funded warrants, (c) 501,060 shares of Common Stock reserved for future issuance under the Company’s LTIP and the2020 Plan, and (d) an aggregate of 421,558 shares of Common Stock issuable upon vesting of restricted stock units that were issued pursuantto the 2020 Plan, none of which have vested as of June 30, 2022.

To the extent that our outstanding options, warrantsor notes are exercised or converted, as applicable, you could experience further dilution. To the extent that we raise additional capitalthrough the sale of additional equity, the issuance of any of our shares of Common Stock could result in further dilution to our stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

The following table sets forth, as of October25, 2022, information regarding beneficial ownership of our capital stock by:

The percentage ownership information shown inthe table prior to this offering is based upon 17,119,353 shares of Common Stock outstanding as of October 25, 2022. The percentage ownershipinformation shown in the table after this offering is based upon            sharesof Common Stock (based on the sale of            shares of Common Stock in thisoffering) outstanding as of such date, assuming no exercise of any Warrants.

Beneficial ownership is determined accordingto the rules of the Securities and Exchange Commission (the “SEC’) and generally means that a person has beneficial ownershipof a security if he, she or it possesses sole or shared voting or investment power of that security, including securities that are exercisablefor shares of Common Stock within sixty (60) days of October 25, 2022. Except as indicated by the footnotes below, we believe, basedon the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to allshares of Common Stock shown that they beneficially own, subject to community property laws where applicable.

For purposes of computing the percentage of outstandingshares of our Common Stock held by each person or group of persons named above, any shares of Common Stock that such person or personshas the right to acquire within sixty (60) days of October 25, 2022 is deemed to be outstanding, but is not deemed to be outstandingfor the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares of Common Stock listedas beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise noted below, the address for persons listed inthe table is c/o WiSA Technologies, Inc., 15268 NW Greenbrier Pkwy, Beaverton, Oregon 97006.

* Less than 1.0%

DESCRIPTION OF SECURITIES THAT WE ARE OFFERING

We are offering            shares of our Common Stock andWarrants to purchase up to an aggregate of            shares of our Common Stock, which number of shares of Common Stock and accompanying Warrantsare based on an assumed combined public offering price of $            per share and accompanying Warrant. Each share of our Common Stock is beingsold together with a Warrant to purchase one share of our Common Stock. The shares of our Common Stock will be issued separately from the accompanyingWarrants. We are also registering the shares of our Common Stock issuable from time to time upon exercise of the Warrants offered hereby.The following descriptions of our Common Stock, Warrants and certain provisions of our Certificate of Incorporation, our by-laws and Delawarelaw are summaries. You should also refer to our Certificate of Incorporation and our by-laws, which are filed as exhibits to the registrationstatement of which this prospectus is part.

Authorized Capital Stock

We are authorized to issue 220,000,000 sharesof its capital stock consisting of (a) 200,000,000 shares of Common Stock, par value $0.0001 per share, and (b) 20,000,000 sharesof “blank check” preferred stock, par value $0.0001 per share. As of October 25,2022, 17,119,353 shares of our Common Stock were issued and outstanding and no shares of ourpreferred stock were issued and outstanding.

Common Stock

The description of our Common Stock is incorporated by reference to Exhibit 4.14 toour Annual Report on Form 10-K for the fiscal year ended December 31,2021, filed with the SEC on March 11, 2022. Our Common Stock is traded on Nasdaq under the symbol “WISA”. Thetransfer agent and registrar for our Common Stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere,NY 11598 and its telephone number is (212) 828-8436.

Warrants

The followingsummary of certain terms and provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entiretyby, the provisions of the warrant agent agreement between us and VStock Transfer, LLC, as warrant agent, and the form of Warrant, bothof which are filed as exhibits to the registration statement of which this prospectus is a part. Prospective investors should carefullyreview the terms and provisions set forth in the warrant agent agreement, including the annexes thereto, and form of Warrant.

Form. Pursuantto a warrant agent agreement between us and VStock Transfer, LLC, as warrant agent, the Warrants will be issued in book-entry form andshall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The DepositoryTrust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Exercisability. The Warrants are exercisableat any time after           , and at any time up to the date that is five years after such date. The Warrants will be exercisable, at the optionof each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registeringthe issuance of the shares of Common Stock underlying the Warrants under the Securities Act is effective and available for the issuanceof such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment infull in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If a registration statementregistering the issuance of the shares of Common Stock underlying the Warrants under the Securities Act is not effective or availableand an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its solediscretion, elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the netnumber of shares of Common Stock determined according to the formula set forth in the Warrant. No fractional shares of Common Stock willbe issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal tothe fractional amount multiplied by the exercise price.

Exercise Limitation. A holder willnot have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excessof 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effectto the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increaseor decrease such percentage, provided that any increase will not be effective until the 61^st day after such election.

Exercise Price. The Warrants willhave an exercise price of $            per share, which is            % of the combined public offering price per share of our Common Stock and accompanyingWarrant in this offering . The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions,stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets,including cash, stock or other property to our stockholders.

Anti-Takeover Effects of Provisions of theDGCL and our Certificate of Incorporation and Bylaws

Anti-Takeover Statute

We are subject to Section 203 of the DelawareGeneral Corporation Law, which generally prohibits a publicly held Delaware corporation from engaging in any business combination withany interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with thefollowing exceptions:

In general, Section 203 defines a “business combination”to include the following:

In general, Section 203 defines an “interested stockholder”as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years priorto the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Anti-Takeover Effects of Certain Provisions of our Bylaws

Our bylaws provide that directors may be removed by the stockholderswith or without cause upon the vote of a majority of the holders of common stock then entitled to vote. Furthermore, the authorized numberof directors may be changed only by resolution of the board of directors or of the stockholders, and vacancies may only be filled by amajority vote of the directors, including those who may have resigned. Except as otherwise provided in the bylaws and the certificateof incorporation, as amended, any vacancies or newly created directorships on the board of directors resulting from any increase in theauthorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majorityof the directors then in office, although less than a quorum, or by a sole remaining director.

Our bylaws also provide that only our chairmanof the board, chief executive officer, president or one or more stockholders holding shares in the aggregate entitled to cast not lessthan ten percent of the votes at that meeting may call a special meeting of stockholders.

The combination of these provisions makes it moredifficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacingour board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also makeit more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignatedpreferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences thatcould impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihoodof continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices andinadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certaintactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offersfor our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibitfluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. We believe that the benefitsof these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicitedproposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation oftakeover proposals could result in an improvement of their terms.

Limitation on Directors’ Liability; Indemnification

Our bylaws contain provisions that limit the liability of our currentand former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporationwill not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

This limitation of liability does not apply toliabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive reliefor rescission.

Our bylaws provide that we are required toindemnify our directors to the fullest extent permitted by Delaware law. Our bylaws also provide that, upon satisfaction of certainconditions, we are required to advance expenses incurred by a director in advance of the final disposition of any action orproceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arisingout of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under theprovisions of Delaware law. Our bylaws also provide our board of directors with discretion to indemnify our officers and employeeswhen determined appropriate by our board of directors. We have entered into agreements to indemnify our directors, executiveofficers and other employees as determined by the board of directors. With certain exceptions, these agreements provide forindemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amountsincurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary toattract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’liability insurance.

The limitation of liability and indemnificationprovisions in our bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful,might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we paythe costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present,there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is soughtand we are not aware of any threatened litigation that may result in claims for indemnification.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESTO HOLDERS OF
COMMON STOCK AND WARRANTS

The following is a summary of the material U.S.federal income tax consequences of the acquisition, ownership and disposition of our Common Stock, and the acquisition, ownership, exercise,expiration or disposition of the Warrants, but does not purport to be a complete analysis of all the potential tax considerations relatingthereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulationspromulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed orsubject to differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences differentfrom those set forth below. We have not sought and will not seek any ruling from the Internal Revenue Service, or the IRS, with respectto the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court willagree with such statements and conclusions.

This summary also does not address the tax considerationsarising under the laws of any U.S. state or local or any non-U.S. jurisdiction, estate or gift tax, the 3.8% Medicare tax on net investmentincome or any alternative minimum tax consequences. In addition, this discussion does not address tax considerations applicable to a holder’sparticular circumstances or to a holder that may be subject to special tax rules, including, without limitation:

In addition, if a partnership, including any entityor arrangement classified as a partnership for U.S. federal income tax purposes, holds our Common Stock or Warrants, the tax treatmentof a partner generally will depend on the status of the partner, the activities of the partnership, and certain determinations made atthe partner level. Accordingly, partnerships that hold our Common Stock or Warrants, and partners in such partnerships, should consulttheir tax advisors regarding the U.S. federal income tax consequences to them of the purchase, ownership, and disposition of our CommonStock or Warrants.

You are urged to consult your tax advisor withrespect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase,ownership and disposition of our Common Stock or Warrants arising under the U.S. federal estate or gift tax rules or under the laws ofany U.S. state or local or any non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Definition of a U.S. Holder

For purposes of this summary, a “U.S. Holder”is any beneficial owner of our Common Stock or Warrants that is a “U.S. person,” and is not a partnership, or an entity treatedas a partnership or disregarded from its owner, each for U.S. federal income tax purposes. A U.S. person is any person that, for U.S.federal income tax purposes, is or is treated as any of the following: (a) a citizen or individual resident of the United States, (b)a corporation (or other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created in, or organizedunder the laws of, the United States or any state thereof or the District of Columbia, (c) an estate whose income is subject to UnitedStates federal income tax regardless of its source, or (d) a trust(i) ) the administration of which is subject to the primary supervisionof a U.S. court and which has one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) who have the authorityto control all substantial decisions of the trust or (ii) that has otherwise elected to be treated as a United States person under theCode.

For purposes of this summary, a “Non-U.S.Holder” is any beneficial owner of our Common Stock or Warrants that is not a U.S. Holder or a partnership, or other entity treatedas a partnership or disregarded from its owner, each for U.S. federal income tax purposes.

Tax Consequences to U.S. Holders

Distributions on Common Stock

As discussed above under “Dividend Information – Dividend Policy,” we do not currently expect to make distributions on our Common Stock. In the event that we do makedistributions of cash or other property, distributions paid on Common Stock, other than certain pro rata distributions of Common Stock,will be treated as a dividend to the extent paid out of our current or accumulated earnings and profits and will be includible in incomeby the U.S. Holder and taxable as ordinary income when received. If a distribution exceeds our current and accumulated earnings and profits,the excess will be first treated as a tax-free return of the U.S. Holder’s investment, up to the U.S. Holder’s tax basis inthe Common Stock. Any remaining excess will be treated as a capital gain. Subject to applicable limitations, dividends paid to certainnon-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at ratesapplicable to long-term capital gains. U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rateon dividends in their particular circumstances. Dividends received by a corporate U.S. Holder will be eligible for the dividends-receiveddeduction if the U.S. Holder meets certain holding period and other applicable requirements.

Constructive Dividends on Warrants

Under Section 305 of the Code, an adjustment tothe number of shares of Common Stock that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of theWarrants, may be treated as a constructive distribution to a U.S. Holder of the Warrants if, and to the extent that, such adjustment hasthe effect of increasing such U.S. Holder’s proportionate interest in our “earnings and profits” or assets, dependingon the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other propertyto our stockholders). Adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that hasthe effect of preventing dilution of the interest of the holders of the Warrants should generally not result in a constructive distribution.Any constructive distributions would generally be subject to the tax treatment described above under “Dividends on Common Stock.”

Sale or Other Disposition of Common Stock

For U.S. federal income tax purposes, gain orloss realized on the sale or other disposition of Common Stock will be capital gain or loss, and will be long-term capital gain or lossif the U.S. Holder held the Common Stock for more than one year. The amount of the gain or loss will equal the difference between theU.S. Holder’s tax basis in the Common Stock disposed of and the amount realized on the disposition. Long-term capital gains recognizedby non-corporate U.S. Holders will be subject to reduced tax rates. The deductibility of capital losses is subject to limitations.

Sale or Other Disposition, Exercise or Expirationof Warrants

For U.S. federal income tax purposes, gain orloss realized on the sale or other disposition of a Warrant (other than by exercise) will be capital gain or loss and will be long-termcapital gain or loss if the U.S. Holder held the Warrant for more than one year at the time of the sale or other disposition. The amountof the gain or loss will equal the difference between the U.S. Holder’s tax basis in the Warrant disposed of and the amount realizedon the disposition.

In general, a U.S. Holder will not be requiredto recognize income, gain or loss upon the exercise of a Warrant by payment of the exercise price, except to the extent of cash paid inlieu of a fractional share. A U.S. Holder’s tax basis in a share of Common Stock received upon exercise will be equal to the sumof (1) the U.S. Holder’s tax basis in the Warrant and (2) the exercise price of the Warrant. A U.S. Holder’s holding periodin the stock received upon exercise will commence on the day or the day after such U.S. Holder exercises the Warrant. No discussion isprovided herein regarding the U.S. federal income tax treatment on the exercise of a Warrant on a cashless basis, and U.S. Holders areurged to consult their tax advisors as to the exercise of a Warrant on a cashless basis.

If a Warrant expires without being exercised, a U.S. Holder will recognizea capital loss in an amount equal to such U.S. Holder’s tax basis in the Warrant. This loss will be long-term capital loss if, atthe time of the expiration, the U.S. Holder’s holding period in the Warrant is more than one year. The deductibility of capitallosses is subject to limitations.

FOR NON-U.S. HOLDERS

The following is a general discussion of thematerial U.S. federal income tax considerations applicable to non-U.S. holders (as defined herein) with respect to their ownership anddisposition of shares of our Common Stock and Warrants issued pursuant to this offering. All prospective non-U.S. holders of our CommonStock should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase,ownership and disposition of our Common Stock.

We assume in this discussion that a non-U.S. holderholds shares of our Common Stock and Warrants as a capital asset within the meaning of Section 1221 of the Code (generally, for investment).This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular non-U.S. holder in lightof that non-U.S. holder’s individual circumstances, nor does it address any alternative minimum, Medicare contribution, estate orgift tax consequences, or any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific factsor circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders,such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below),corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, banks, financial institutions, insurancecompanies, brokers, dealers or traders in securities, commodities or currencies, tax-qualified retirement plans, holders who hold or receiveour Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, holders holding our Common Stock aspart of a hedge, straddle or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sellour Common Stock under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companiesand certain former U.S. citizens or former long-term residents.

In addition, this discussion does not addressthe tax treatment of partnerships (or entities or arrangements that are treated as partnerships for U.S. federal income tax purposes)or persons that hold their Common Stock through such partnerships. If a partnership, including any entity or arrangement treated as apartnership for U.S. federal income tax purposes, holds shares of our Common Stock, the U.S. federal income tax treatment of a partnerin such partnership will generally depend upon the status of the partner and the activities of the partnership. Such partners and partnershipsshould consult their tax advisors regarding the tax consequences of the purchase, ownership and disposition of our Common Stock or Warrants.

There can be no assurance that a court or theIRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a rulingwith respect to the U.S. federal income tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our CommonStock.

Distributions

As discussed in the section entitled “DividendPolicy,” we do not anticipate paying any dividends on our Common Stock in the foreseeable future. If we make distributions onour Common Stock or on the Warrants (as described above under “Constructive Dividends on Warrants”), those payments will constitutedividends for U.S. federal income tax purposes to the extent we have current or accumulated earnings and profits, as determined underU.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits,they will constitute a return of capital and will first reduce a Non-U.S. Holder’s basis in our Common Stock or the Warrants, asapplicable, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “Gain onSale or Other Disposition of Common Stock or Warrants.” Any such distributions would be subject to the discussions below regardingback-up withholding and the Foreign Account Tax Compliance Act, or FATCA.

Subject to the discussion below on effectivelyconnected income, any dividend paid to a Non-U.S. Holder generally will be subject to U.S. withholding tax either at a rate of 30% ofthe gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. To receive a reduced treatyrate, a Non-U.S. Holder must provide us or our agent with an IRS Form W-8BEN, IRS Form W-8 BEN-E or another appropriate version of IRSForm W-8 (or a successor form), which must be updated periodically, and which, in each case, must certify qualification for the reducedrate. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Dividends paid to a Non-U.S. Holder that are effectivelyconnected with the Non-U.S. Holder’s conduct of a trade or business within the United States and that are not eligible for relieffrom U.S. (net basis) income tax under an applicable income tax treaty generally are exempt from the (gross basis) withholding tax describedabove. To obtain this exemption from withholding tax, the Non-U.S. Holder must provide the applicable withholding agent with an IRS FormW-8ECI or successor form or other applicable IRS Form W-8 certifying that the dividends are effectively connected with the Non-U.S. Holder’sconduct of a trade or business within the United States. Such effectively connected dividends, if not eligible for relief under a taxtreaty, would not be subject to a withholding tax, but would be taxed at the same graduated rates applicable to U.S. persons, net of certaindeductions and credits and if, in addition, the Non-U.S. Holder is a corporation, may also be subject to a branch profits tax at a rateof 30% (or such lower rate as may be specified by an applicable income tax treaty).

If you are eligible for a reduced rate of withholdingtax pursuant to a tax treaty, you may be able to obtain a refund of any excess amounts withheld if you timely file an appropriate claimfor refund with the IRS.

Exercise or Expiration of Warrants

In general, a Non-U.S. Holder will not be requiredto recognize income, gain or loss upon the exercise of a Warrant by payment of the exercise price, except possibly to the extent of cashpaid in lieu of a fractional share. However, no discussion is provided herein regarding the U.S. federal income tax treatment on the exerciseof a Warrant on a cashless basis, and Non-U.S. Holders are urged to consult their tax advisors as to the exercise of a Warrant on a cashlessbasis.

If a Warrant expires without being exercised,a Non-U.S. Holder that is engaged in a U.S. trade or business to which any income from the Warrant would be effectively connected or whois present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the expirationoccurs (and certain other conditions are met) will recognize a capital loss in an amount equal to such Non-U.S. Holder’s tax basisin the Warrant. The amount paid to purchase our Common Stock and Warrants will be apportioned between them in proportion to the respectivefair market values of the Common Stock and Warrants, and the apportioned amount will be the tax basis of the Common Stock and Warrantsrespectively. The fair market value of our Common Stock for this purpose will generally be its trading value immediately after issuance.

Gain on Sale, Exchange or Other Dispositionof Our Common Stock or Warrants

Subject to the discussion below regarding backupwithholding and FATCA, a Non-U.S. Holder generally will not be required to pay U.S. federal income tax on any gain realized upon the saleor other disposition of our Common Stock or the Warrants unless:

Backup Withholding and Information Reporting

Information returns may be filed with the IRSin connection with distributions on our Common Stock or constructive dividends on the Warrants, and the proceeds of a sale or other dispositionof the Common Stock or the Warrants. A non-exempt U.S. Holder may be subject to U.S. backup withholding on these payments if it failsto provide its taxpayer identification number to the withholding agent and comply with certification procedures or otherwise establishan exemption from backup withholding.

A Non-U.S. Holder may be subject to U.S.information reporting and backup withholding on these payments unless the Non-U.S. Holder complies with certification procedures toestablish that it is not a U.S. person (within the meaning of the Code). The certification requirements generally will be satisfiedif the Non-U.S. Holder provides the applicable withholding agent with a statement on the applicable IRS Form W-8BEN or IRS FormW-8BEN-E (or suitable substitute or successor form), together with all appropriate attachments, signed under penalties of perjury,stating, among other things, that such Non-U.S. Holder is not a U.S. Person. Applicable Treasury Regulations provide alternativemethods for satisfying this requirement. In addition, the amount of distributions on common stock or constructive dividends oncommon stock paid to a Non-U.S. Holder, and the amount of any U.S. federal tax withheld therefrom, must be reported annually to theIRS and the holder. This information may be made available by the IRS under the provisions of an applicable tax treaty or agreementto the tax authorities of the country in which the Non-U.S. Holder resides.

Payment of the proceeds of the sale or other dispositionof the Common Stock or the Warrants to or through a non-U.S. office of a U.S. broker or of a non-U.S. broker with certain specified U.S.connections generally will be subject to information reporting requirements, but not backup withholding, unless the Non-U.S. Holder certifiesunder penalties of perjury that it is not a U.S. person or an exemption otherwise applies. Payments of the proceeds of a sale or otherdisposition of the Common Stock or the Warrants to or through a U.S. office of a broker generally will be subject to information reportingand backup withholding, unless the Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person or otherwise establishesan exemption.

Backup withholding is not an additional tax. Theamount of any backup withholding from a payment generally will be allowed as a credit against the holder’s U.S. federal income taxliability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

FATCA imposes withholding tax on certain typesof payments made to foreign financial institutions and certain other non-U.S. entities. The legislation imposes a 30% withholding taxon dividends on, or, subject to the discussion of certain proposed Treasury Regulations below, gross proceeds from the sale or other dispositionof, our Common Stock or the Warrants paid to a “foreign financial institution” or to certain “non-financial foreignentities” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reportingobligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners”(as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financialinstitution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financialinstitution and is subject to the diligence and reporting requirements in (i) above, it must enter into an agreement with the U.S. Treasuryrequiring, among other things, that it undertake to identify accounts held by “specified United States persons” or “UnitedStates-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. If the countryin which a payee is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, thatagreement may permit the payee to report to that country rather than to the U.S. Department of the Treasury. The U.S. Treasury recentlyreleased proposed Treasury Regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicableto the gross proceeds of a sale or other disposition of our Common Stock or the Warrants. In its preamble to such proposed Treasury Regulations,the U.S. Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued. Prospectiveinvestors should consult their own tax advisors regarding the possible impact of these rules on their investment in our Common Stock orthe Warrants, and the possible impact of these rules on the entities through which they hold our Common Stock or the Warrants, including,without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of this 30% withholdingtax under FATCA.

THE PRECEDING DISCUSSION IS FOR GENERAL INFORMATIONONLY. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAXCONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK AND WARRANTS, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGEIN APPLICABLE LAWS.

PLAN OF DISTRIBUTION

Pursuant to a placement agency agreement, we haveengaged Maxim Group LLC to act as our exclusive placement agent to solicit offers to purchase the securities offered by this prospectus.The placement agent is not purchasing or selling any securities, nor is it required to arrange for the purchase and sale of any specificnumber or dollar amount of securities, other than to use its “reasonable best efforts” to arrange for the sale of the securitiesby us. Therefore, we may not sell the entire amount of securities being offered. There is no minimum amount of proceeds that is a conditionto closing of this offering. We will enter into a securities purchase agreement directly with the investors, at the investor’s option,who purchase our securities in this offering. The placement agent may engage one or more subagents or selected dealers in connection withthis offering.

The placement agency agreement provides that theplacement agent’s obligations are subject to conditions contained in the placement agency agreement.

We will deliver the securities being issued tothe investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliverthe securities being offered pursuant to this prospectus on or about            , 2022.

Placement Agent Fees, Commissions and Expenses

Upon the closing of this offering, we will paythe placement agent a cash transaction fee equal to            % of the aggregate gross cash proceeds to us from the sale of the securities in theoffering. In addition, we will reimburse the placement agent for its out-of-pocket expenses incurred in connection with this offering,including the fees and expenses of the counsel for the placement agent, up to $            .

The following table shows the public offeringprice, placement agent fees and proceeds, before expenses, to us.

We estimate that thetotal expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, butexcluding the placement agent commission, will be approximately $            , all of which are payable by us. This figure includes, among otherthings, the placement agent’s fees and expenses (including the legal fees, costs and expenses for the placement agent’s legalcounsel) up to $            .

Lock-Up Agreements

We, each of our officers and directors, and holder(s)of ten percent (10%) or more of the outstanding Common Stock as of the date of this prospectus have agreed, subject to certain exceptions,not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our CommonStock or other securities convertible into or exercisable or exchangeable for our Common Stock for a period of three (3) months afterthis offering is completed without the prior written consent of the placement agent.

The placement agent may in its sole discretionand at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-upperiod. When determining whether or not to release shares from the lock-up agreements, the placement agent will consider, among otherfactors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requestedand market conditions at the time.

Right of First Refusal

Upon the closing of this offering, for a periodof twelve (12) months following the closing, we will grant the placement agent the right of first refusal to act as sole managing underwriterand sole book runner, sole placement agent, or sole sales agent, for any and all future public or private equity, equity-linked or debt(excluding commercial bank debt) offerings for which we retain the service of an underwriter, agent, advisor, finder or other person orentity in connection with such offering by us, or any successor to us or any subsidiary of ours, during such twelve (12) month period.We will not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which we offerto retain the placement agent. Notwithstanding anything herein to the contrary, this right of first refusal shall not apply to self-directedofferings in which we do not employ the services of an investment banker, finder or financial advisor to which we pay commissions.

Indemnification

We have agreed to indemnify the placement agentagainst certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the placement agent maybe required to make for these liabilities.

Other Compensation

If within twelve months following the consummationof this offering, we complete any equity, equity-linked, convertible or debt or other capital-raising activity of the Company for whichthe placement agent is not acting as underwriter or placement agent (other than the exercise by any person or entity of any options, warrantsor other convertible securities) with any of the investors that were contacted, introduced or participated in this offering (excludingany investors that either held securities of the Company prior to the closing of this offering, or that were introduced by us to the placementagent), then we shall pay to the placement agent a commission as described in this section, in each case only with respect to the portionof such financing received from such investors.

Regulation M

The placement agent may be deemed to be an underwriterwithin the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resaleof the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the SecuritiesAct. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act,including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing ofpurchases and sales of our securities by the placement agent acting as principal. Under these rules and regulations, the placement agent(i) may not engage in any stabilization activity in connection with our securities and (ii) may not bid for or purchase any of our securitiesor attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completedits participation in the distribution.

Determinationof Offering Price and Warrant Exercise Price

The actualoffering price of the securities we are offering, and the exercise price of the Warrants included in the shares of Common Stock that weare offering, were negotiated between us, the placement agent and the investors in the offering basedon the trading of our shares of Common Stock prior to the offering, among other things. Other factors considered in determining the publicoffering price of the securities we are offering, as well as the exercise price of the Warrants that we are offering include our historyand prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented,an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors aswere deemed relevant.

Electronic Distribution

A prospectus in electronic format may be madeavailable on a website maintained by the placement agent. In connection with the offering, the placement agent or selected dealers maydistribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDFwill be used in connection with this offering.

Other than the prospectus in electronic format,the information on the placement agent’s website and any information contained in any other website maintained by the placementagent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/orendorsed by us or the placement agent in its capacity as placement agent and should not be relied upon by investors.

Certain Relationships

The Placement Agent and its affiliates have andmay in the future provide, from time to time, investment banking and financial advisory services to us in the ordinary course of business,for which they may receive customary fees and commissions.

In connection with an offering of shares of CommonStock in July 2021, we entered into a placement agency agreement, dated July 22, 2021 with Maxim, and on the closing of such offeringon July 27, 2021, we paid Maxim a fee of 8% of the aggregate purchase price paid by the investors placed by Maxim in the offering, aswell as certain expenses. 

In connection with the two separate offeringsof shares of Common Stock and warrants in June 2020, we entered into placement agency agreements, dated June 4, 2020 and June 9, 2020,with Maxim, and on the closing of each such offering on June 8, 2020 and June 11, 2020, respectively, we paid Maxim a fee of 8% of theaggregate purchase price paid by the respective investors placed by Maxim in each such offering, as well as certain expenses. In addition,in connection with two warrant inducement transactions in January 2021 and June 2021, we entered into solicitation agreements with Maxim,dated January 9, 2021 and June 7, 2021, respectively, to solicit the exercise of certain warrants issued to such June 2020 investors.In connection with such inducement transactions, we paid Maxim a cash fee equal to 7% of the total net proceeds received from the exerciseof such warrants in connection with each such transaction.

In connection with an underwritten public offeringby us in April 2020, we entered into an underwriting agreement with Maxim, as the representative of the underwriters named therein, andpaid Maxim a commission of 8% of the gross proceeds that we raised in such offering, expenses of $100,000 and we issued to Maxim warrantsto purchase up to an aggregate of 100,000 shares of Common Stock (the “Underwriters’ Warrants”). The Underwriters’Warrants are exercisable commencing 180 days following the effective date of the registration statement used in such offering and willterminate five years following such effective date in compliance with FINRA Rule 5110(f)(2)(G)(i). The Underwriters’ Warrants areexercisable at a price equal to $3.90 per share, or 120% of the combined public offering price per share of Common Stock and accompanyingwarrants issued and sold in such offering.

Maximalso served as the sole placement agent for us in connection with a private placement offering of senior secured convertible instrumentand warrants in March 2020, and we entered into a placement agency agreement with Maxim in connection with such offering, pursuant towhich we paid Maxim a fee of $136,000 and issued to Maxim a warrant to purchase up to an aggregate of 20,400 shares (subject to adjustment)of Common Stock at an exercise price of $6.40 per share. Such warrant issued to Maxim is exercisable at any time on or after the 180^th dayimmediately following the effectiveness of the offering and will expire on the fifth (5^th)anniversary of its date of issuance, is subject to 4.99%/9.99% beneficial ownership limitations, and may be exercised on a cashless basisin the event that the shares of our Common Stock underlying such warrant are not covered by a registration statement. In addition, suchwarrant includes a registration rights provision granting Maxim the same registration rights granted to the investor in such March 2020offering.

On December 30, 2021,we entered into a sales agreement with Maxim (the “December 2021 Sales Agreement”), pursuant to which we would have been ableto issue and sell shares of our Common Stock having an aggregate offering price of up to $4,500,000 from time to time through Maxim. Anysales of shares of Common Stock pursuant to the December 2021 Sales Agreement would have been made pursuant to the registration statement,which was (i) initially filed with the SEC on August 23, 2019 (including the prospectus contained therein) and (ii) the base prospectus,dated September 6, 2019 (including the documents incorporated by reference therein). We filed a prospectus supplement, dated December30, 2021, to the base prospectus with the SEC in connection with the offer and sale of shares of our Common Stock pursuant to the December2021 Sales Agreement. The December 2021 Sales Agreement was terminated on September 13, 2022 in connection with the entry into an equitydistribution agreement, dated as of September 13, 2022. No shares of our Common Stock coveredby the December 2021 Sales Agreement were sold prior to its termination on September 13, 2022.

Maxim served as the soleplacement agent for us in connection with a private placement offering of a senior secured convertible note and a warrant in August 2022,and we entered into a placement agency agreement with Maxim (the “Placement Agency Agreement”) in connection with such offering,pursuant to which we paid Maxim a fee of $240,000 and issued to Maxim a warrant to purchase up to an aggregate of 194,384 shares of CommonStock at an exercise price of $0.997 per share. Such warrant issued to Maxim is exercisable at any time on or after the six-month anniversaryof the closing date of such private placement and will expire on the fifth (5th) anniversary of its date of issuance, is subject to 4.99%/9.99%beneficial ownership limitations, and may be exercised on a cashless basis in the event that the shares of Common Stock underlying suchwarrant are not covered by a registration statement. In addition, such warrant includes a registration rights provision granting Maximthe same registration rights granted to the investor in such August 2022 offering. In addition, the Company also agreed to (i) grant Maxima nine-month right of first refusal following the consummation of such private placement to act as sole book-running manager, sole underwriteror sole placement agent in connection with a subsequent private placement or any other capital raising equity or equity-linked securitiesusing an underwriter or placement agent, and (ii) grant Maxim the same cash fees and warrants with respect to any public or private offeringor other financing or capital raising transaction consummated within 12 months of the termination of the Placement Agency Agreement withany investor that was introduced to the Company by Maxim during such agreement’s term.

On September 13, 2022,we and Maxim entered into an equity distribution agreement (the “September 2022 Sales Agreement”) pursuant to which we mayissue and sell shares of our common stock having an aggregate offering price of up to $4,000,000 from time to time through Maxim, as salesagent. Any sales of shares of our common stock under the equity distribution agreement will be sold by Maxim by any method permitted bylaw deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We have agreedto pay Maxim a cash commission of up to 3.0% of the gross proceeds from the sale of any shares of our common stock under the equity distributionagreement.

Pursuant to the terms of the Placement Agency Agreement, we have grantedto Maxim a right of first refusal as described above. In addition to (and separately from) such ongoing right of first refusal, pursuantto the September 2022 Sales Agreement we have granted to Maxim a right of first refusal to act as sole manager or sole placement agentin any and all future private or public equity offerings for the period commencing on the date of the execution of the September 2022Sales Agreement and ending on the earlier of (i) twelve (12) months from the date of such execution or (ii) ninety (90) days followingthe effective date of the termination of the September 2022 Sales Agreement.

Transfer Agent and Registrar

The transfer agent and registrar for our commonstock is VStock Transfer, LLC, whose address is 18 Lafayette Place, Woodmere, NY 11598and telephone number is (212) 828-8436.

Listing

Our common stock is traded on Nasdaq under the symbol “WISA.”

Selling Restrictions 

Canada. The securities may be soldin Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in NationalInstrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resaleof the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements ofapplicable securities laws.

Securities legislation in certain provinces orterritories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendmentthereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to anyapplicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights orconsult with a legal advisor.

Pursuant to section 3A.3 of National Instrument33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirementsof NI 33-105 regarding underwriters conflicts of interest in connection with this offering.

DISCLOSUREOF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITY

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions,the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the SecuritiesAct and is, therefore, unenforceable

LEGAL MATTERS

The validity of the issuance of the securitiesoffered hereby will be passed upon for us by Sullivan &Worcester LLP of New York, New York. Blank Rome LLP, New York, New York, isacting as counsel for the placement agent in connection with certain legal matters related to this offering.

EXPERTS

The consolidated financial statements ofWiSA Technologies, Inc. (formerly Summit Wireless Technologies, Inc.) as of December 31, 2021 and 2020 and for each of the two yearsin the period ended December 31, 2021, incorporated in this prospectus by reference to the Annual Report on Form 10-K for the yearended December 31, 2021, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating tothe Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of BPMLLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing andaccounting.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registrationstatement on Form S-1 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement,which form a part of the registration statement, do not contain all the information that is included in the registration statement. Youwill find additional information about us in the registration statement and its exhibits. Any statements made in this prospectus or anyprospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibitsto the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

You can read our electronic SEC filings, includingsuch registration statement, on the internet at the SEC’s website at www.sec.gov. We are subject to the information reportingrequirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC. These reports, proxy statementsand other information will be available at the website of the SEC referred to above. We also maintain a website at www.wisatechnologies.com,at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, orfurnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus or the registrationstatement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase oursecurities in this offering.

INCORPORATION BY REFERENCE

We incorporate by reference the filed documentslisted below (excluding those portions of any Current Report on Form 8-K that are not deemed “filed” pursuant to the GeneralInstructions of Form 8-K), except as superseded, supplemented or modified by this prospectus or any subsequently filed document incorporatedby reference herein as described below:

We also incorporate by reference into this prospectusadditional documents we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act: (i) on or after the date ofthe initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement,and (ii) on or after the date of this prospectus but before the completion or termination of this offering (excluding any informationnot deemed “filed” with the SEC). Any statement contained in a previously filed document is deemed to be modified or supersededfor purposes of this prospectus to the extent that a statement contained in this prospectus or in a subsequently filed document incorporatedby reference herein modifies or supersedes the statement, and any statement contained in this prospectus is deemed to be modified or supersededfor purposes of this prospectus to the extent that a statement contained in a subsequently filed document incorporated by reference hereinmodifies or supersedes the statement.

We will provide, without charge, to each personto whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copyof any or all of the documents incorporated by reference herein, but not delivered with such prospectus. Requests should be directed to:

WiSA Technologies, Inc.

15268 NW Greenbrier Pkwy

Beaverton, OR 97006

(408) 627-4716

info@wisatechnologies.com

Copies of these filings are also available onour website at www.wisatechnologies.com. For other ways to obtain a copy of these filings, please refer to “WhereYou Can Find More Information” above.

           Shares of Common Stock

Warrants to Purchase up to            Shares of CommonStock

Up to            Shares of Common Stock underlying Warrants

WISA TECHNOLOGIES, INC.

PROSPECTUS

Maxim Group LLC

The date of this prospectus is            , 2022

PART II – INFORMATION NOT REQUIRED INTHE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate ofthe fees and expenses relating to the issuance and distribution of the securities being registered hereby, all of which shall be borneby the registrant. All of such fees and expenses, except for the SEC registration and the FINRA filing fee, are estimated:

* To be filed by amendment

Item 14. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law ofthe State of Delaware provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party toany threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other thanan action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee oragent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of anothercorporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person actedin good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respectto any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation mayindemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the right of the corporationby reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnitymay include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defenseor settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or notopposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer,director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwisein the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or directorhas actually and reasonably incurred.

Section 145 further authorizes a corporation topurchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or isor was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, againstany liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or notthe corporation would otherwise have the power to indemnify him under Section 145.

Our bylaws provide that we must indemnify ourdirectors and officers to the fullest extent permitted by the DGCL and must also pay expenses incurred in defending any such proceedingin advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts soadvanced if it should be determined ultimately that such person is not entitled to be indemnified.

We have entered into indemnificationagreements with certain of our executive officers and directors pursuant to which we have agreed to indemnify such persons againstall expenses and liabilities incurred or paid by such person in connection with any proceeding arising from the fact that suchperson is or was an officer or director of our company, and to advance expenses as incurred by or on behalf of such person inconnection therewith.

The indemnification rights set forth above shallnot be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificateof incorporation, as amended, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

We maintain standard policies of insurance thatprovide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongfulact and (2) to us with respect to indemnification payments that we may make to such directors and officers.

See “Item 17. Undertakings” for adescription of the SEC’s position regarding such indemnification provisions.

We plan to enter into an underwriting agreementthat provides that we are to indemnify the underwriters under certain circumstances and the underwriters are obligated, under certaincircumstances, to indemnify our directors, officers and controlling persons against specified liabilities, including liabilities underthe Securities Act.

Item 15. Recent Sales of Unregistered Securities

The following is a summaryof all of our securities sold by us within the past three years which were not registered under the Securities Act of 1933, as amended(the “Securities Act”). All share and price per share information in Part II of this registration statement has been adjustedto reflect the Company’s one-for-twenty reverse stock split of its outstanding Common Stock, which became effective on April 9, 2020:

November 2019 Equity Grant

On November 21, 2019, as a material inducementto George Oliva’s acceptance of employment as the Company’s Chief Financial Officer, the Company issued Mr. Oliva 7,500 sharesof restricted stock of the Company (the “Stock Award”). The Stock Award was approved by the compensation committee of theCompany’s board of directors and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4) outside of the LTIP.Pursuant to an amended and restated offer letter, dated October 4, 2019, such shares will vest equally over a period of four years, withthe first tranche to vest on September 1, 2020, and in the event that Mr. Oliva is (i) terminated without cause within one year of achange in control of the Company (defined as over a 50% change in ownership of the Company) or (ii) his role is diminished as a resultof such change in control, all incentive equity compensation granted to him will fully accelerate and vest. The Stock Award was issuedin reliance on the exemption from registration pursuant to Rule 701 under the Securities Act.

2019 Warrants

Between September 25, 2019 and October 8, 2019,the Company and certain holders (each a “Holder” and collectively, the “Holders”) of the Company’s commonstock purchase warrants, with exercise prices between $60.00 and $108.00 (collectively, the “Original Warrants”), includingthe Company’s Series D common stock purchase warrants, Series F common stock purchase warrants (the “Series F Warrants”)and Series G common stock purchase warrants (the “Series G Warrants”), entered into Warrant Amendment and Exercise Agreements(the “Warrant Amendment Agreements”), pursuant to which the Company agreed to reduce the exercise price of each Original Warrantto $16.00 (the “Reduced Exercise Price”), and for each Original Warrant exercised by a Holder at the Reduced Exercise Price,the Company agreed to reduce the exercise price of Original Warrants to purchase up to an equivalent number of shares of Common Stock(the “Amended Warrants”) to $15.80 (the “Amended Exercise Price”). The Company entered into Warrant AmendmentAgreements with 32 Holders, under which Original Warrants were exercised for a total of 56,420 shares of Common Stock and the Companyreceived gross proceeds of $903,000. Remaining Original Warrants for 69,071 shares of Common Stock had their exercise price adjusted tothe Amended Exercise Price of $15.80.

Additionally, pursuant to the Warrant AmendmentAgreements, the Company agreed to prepare and file with the SEC, as soon as practicable, but in no event later than November 4, 2019 (asextended by the Settlement Agreements (as defined below) to November 18, 2019), a registration statement on Form S-3 to register all sharesof Common Stock received by the Holders upon exercise of any Warrant (as defined in the Warrant Amendment Agreements) and all shares ofCommon Stock underlying the Original Warrants (as defined in the Warrant Amendment Agreements) (such issued and underlying shares, the “Resale Shares”).

November 2019 Settlement Agreements

From November 3, 2019 to November 6, 2019, theCompany entered into settlement agreements (each a “Settlement Agreement” and collectively, the “Settlement Agreements”)with each of the Holders (other than the Medalist Funds, whose Settlement Agreement is described below) pursuant to which the Companyagreed to issue such Holders an aggregate of 7,648 additional shares of common stock, with such shares meant to compensate such Holdersfor the difference between the Amended Exercise Price and the lower priced shares that were offered to investors in connection with theCompany’s earlier registered direct offering of an aggregate of 125,000 shares of Common Stock, priced at $14.00 per share, thatthe Company closed on October 16, 2019 (the “Registered Direct Offering”). In addition, pursuant to the Settlement Agreements,the Company and the Holders agreed to extend the date by which the Company would file a registration statement on Form S-3 to registerall of the Resale Shares from November 4, 2019 to November 18, 2019.

January 2020 Funding Agreement

On January 23, 2020, we entered into a fundingagreement, as amended (the “Funding Agreement”), which provided for the issuance to an unaffiliated accredited investor ofa convertible promissory note in the principal amount of $111,100, reflecting a 10% original issue discount, 500 shares of our CommonStock and a five-year warrant exercisable for 7,936 shares of our Common Stock at an exercise price of $9.80 per share in considerationfor $100,000, which was funded on January 24, 2020. Additionally, pursuant to the Funding Agreement, such investor was granted a mostfavored nation right.

February 2020 Private Placement

On February 28, 2020, the Company completeda private placement (the “February 2020 Private Placement”) of $835,000 of units (the “Units”), eachconsisting of (i) one (1) share of Common Stock and (ii) a warrant to purchase 0.50 of a share of Common Stock (the “February2020 Warrants”), at a price per Unit of $9.17. The Units were issued pursuant to a Unit Purchase Agreement, dated February 4,2020, and a subscription agreement, dated February 28, 2020 by and among the Company and the purchasers signatory thereto. TheFebruary 2020 Private Placement, which was priced above market, resulted in gross proceeds of $835,000 before fees and otherexpenses associated with the transaction. The proceeds of such offering were used primarily toward increasing stockholders’equity in order to comply with Nasdaq Listing Rule 5550(b) and for general corporate purposes. The February 2020 Warrants areexercisable to purchase up to an aggregate of 45,320 shares of Common Stock commencing on the date of issuance at an exercise priceof $9.80 per share, subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. The February 2020Warrants are exercisable immediately and will expire on the close of business on February 28, 2025. The exercise of the February2020 Warrants are subject to beneficial ownership limitations such that each holder of such February 2020 Warrant may exercise it tothe extent that such exercise would result in such holder being the beneficial owner in excess of 4.99% (or, upon election of suchholder, 9.99%), which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, providedthat any increase in such limitation will not be effective until 61 days following notice to the Company.

March 2020 Private Placement

On March 30, 2020, the Company completed aprivate placement (the “March 2020 Private Placement”) of a senior secured convertible instrument (the “March 2020Note”) and a warrant (the “March 2020 Warrant”) to purchase 227,679 shares of Common Stock at an exercise price of$6.40 per share. The March 2020 Note and March 2020 Warrant were issued pursuant to a securities purchase agreement (the “March 2020 Purchase Agreement”), entered into as of March 22, 2020, by and between the Company and an institutionalinvestor (the “Investor”). The March 2020 Private Placement resulted in gross proceeds of $1,700,000, before fees andother expenses associated with the transaction, including but not limited to, an $85,000 commitment fee payable to the Investor. Thenet proceeds received by the Company in connection with the March 2020 Private Placement were used primarily for workingcapital, debt repayment and general corporate purposes. Additionally, the Company agreed to issue to Maxim Group LLC, the placementagent for the March 2020 Private Placement, a warrant to purchase up to an aggregate of 20,400 shares of Common Stock, subject toadjustment, as partial consideration for serving as placement agent in connection with the March 2020 Private Placement.

June 8 2020 Offering

On June 8, 2020, the Company closed a registereddirect offering (the “June 8 2020 Offering”) for gross proceeds of approximately $5.8 million, before deducting underwritingdiscounts and commissions and estimated offering expenses of (i) an aggregate of 2,275,000 shares of Common Stock and (ii) the June 8 Warrants,with a term of 5.5 years, which are exercisable for an aggregate of up to 2,275,000 shares of Common Stock at an exercise price of $2.55per share, subject to customary adjustments thereunder. The net proceeds from the June 8 2020 Offering were used for working capital,capital expenditures, product development, and other general corporate purposes. The June 8 2020 Offering was conducted pursuant to asecurities purchase agreement, dated June 4, 2020, by and among us and certain selling stockholders, as well as a placement agency agreement,dated June 4, 2020, between us and Maxim Group LLC, the placement agent for such offering.

June 11 2020 Offering

On June 11, 2020, the Company closed a registered direct offering (the “June 11 2020 Offering”) for gross proceeds of approximately $5.3 million, before deducting underwriting discounts and commissionsand estimated offering expenses of (i) an aggregate of 2,040,000 shares of Common Stock and (ii) the June 11 Warrants, with a termof 5.5 years, which are exercisable for an aggregate of up to 2,040,000 shares of Common Stock at an exercise price of $2.61 per share,subject to customary adjustments thereunder. The net proceeds from the June 11 2020 Offering were used for working capital, capitalexpenditures, product development, and other general corporate purposes. The June 11 2020 Offering was conducted pursuant to a securitiespurchase agreement, dated June 9, 2020, by and among us and each of the Selling Stockholders, as well as a placement agency agreement,dated June 9, 2020, between us and Maxim Group LLC, the placement agent for such offering.

July 2020 Equity Grants

On July 27, 2020, the Company granted an aggregateof 237,824 restricted stock units (“RSUs”) under the 2020 Stock Incentive Plan (collectively the “2020 RSU Grants”)to the following executives officers of the Company: (i) to Brett Moyer, the Company’s President, Chief Executive Officer and Chairmanof the Board, 145,000 RSUs; (ii) to George Oliva, the Company’s Chief Financial Officer, 61,824 RSUs; and (iii) to Gary Williams,the Company’s Chief Accounting Officer and VP of Finance, 31,000 RSUs. Each of the 2020 RSU Grants are or were scheduled to veston the first, second, and third anniversaries of August 15, 2020, so long as such executive officer remains in service of the Companyon each such anniversary. Each RSU represents the right to receive one share of Common Stock under the 2020 Stock Incentive Plan. The2020 RSU Grants were issued in reliance on the exemption from registration pursuant to Rule 701 under the Securities Act.

October 2020 Restricted Share Issuance

On October 5, 2020, we entered into an agreementwith a third party platform provider pursuant to which such provider agreed to host certain of our company information, including ourpresentations, on its platform. In partial consideration for such services, upon entering into such agreement, we issued 25,000 restrictedshares of Common Stock to such provider.

November 9, 2020 Settlement Agreements

On November 9, 2020, in order to resolvea dispute between the Unit holders and the Company regarding certain registration rights in connection with the Unit Purchase Agreements,we entered into that certain Settlement and Release Agreement (the “Unit Settlement Agreements”) with each Unit holder,pursuant to which (i) we and the Unit holders agreed to amend the February 2020 Warrants to provide for the purchase of oneadditional share of Common Stock for each share of Common Stock available under the February 2020 Warrants, (ii) we and theUnit holders agreed to amend the February 2020 Warrants to reduce the exercise price to $2.55 (the “Amended Warrants”),and (iii) we agreed to issue an additional 236,375 shares of Common Stock and common stock purchase warrants to purchase up to anaggregate of 236,369 shares of Common Stock (the “New Unit Warrants”). As consideration for the foregoing, the Unit holdersagreed to release any and all claims they may have against us, including, but not limited to, claims arising in connection with any sharesof Common Stock, February 2020 Warrants, and Amended Warrants held by the Unit holders.

January 18, 2021 Inducement Agreements

On January 18, 2021, the Company entered intoletter agreements (the “January 18 Inducement Agreements”) with holders of common stock purchase warrants previously issuedby the Company to the holders pursuant to two private placements conducted concurrently with registered direct public offerings of theCompany’s securities that closed on June 8, 2020 and June 11, 2020, respectively (collectively, the “January 18 Original Warrants”).

Pursuant to the January 18 Inducement Agreements,as an inducement and in consideration for a holder’s exercise of the January 18 Original Warrants for some or all of the sharesof Common Stock available thereunder, the Company agreed to deliver to each such holder new common stock purchase warrants (the “January18 New Warrants”) to purchase a number of shares of Common Stock equal to 25% of the number of shares of Common Stock issued tosuch holder in connection with its exercise of its January 18 Original Warrants. The January 18 New Warrants were immediately exercisableupon issuance at an exercise price of $4.20 per share, which is greater than the closing price of the Common Stock of $4.16 on Nasdaqon January 15, 2021, have an expiration date of January 19, 2026 and are exercisable on a cashless basis if the January 18 New Warrantshares have not been registered by the Company on a registration statement on or before 6 months after the date of issuance and thereis no currently effective registration statement covering the January 18 New Warrants at the time of exercise. Pursuant to the January18 Inducement Agreements, the holders agreed to exercise January 18 Original Warrants for an aggregate of 1,095,000 shares of Common Stockresulting in gross proceeds to the Company of $2,824,050, and the holders received January 18 New Warrants exercisable for an aggregateof up to 273,750 shares of Common Stock.

Maxim Group LLC provided services as theexclusive solicitation agent, pursuant to the terms of an engagement letter, dated January 15, 2021 (the “SolicitationAgreement”). Pursuant to the Solicitation Agreement, the Company agreed to pay Maxim Group LLC a cash fee equal to $197,684,which is equal to 7% of the total net proceeds received from the exercise of the January 18 Original Warrants. In addition, pursuantto the Solicitation Agreement, the Company granted Maxim Group LLC a right of first refusal, for a period of 280 days from the datethe January 18 Original Warrants were exercised, to act as lead manager or lead placement agent in any and all future private orpublic equity offerings conducted by the Company.

January 19, 2021 Inducement Agreements

On January 19, 2021, the Company entered intoletter agreements (the “January 19 Inducement Agreements”) with holders of common stock purchase warrants (collectively, the “January 19 Original Warrants”) previously issued by the Company to the holders pursuant to (i) a private placement in February2020 and (ii) settlement agreements and releases, each dated November 9, 2020.

Pursuant to the January 19 Inducement Agreements, as an inducementand in consideration for a holder’s exercise of the January 19 Original Warrants for some or all of the shares of Common Stock availablethereunder, the Company has agreed to deliver to each such holder new common stock purchase warrants (the “January 19 New Warrants”)to purchase a number of shares of Common Stock equal to 25% of the number of shares of Common Stock issued to such holder in connectionwith its exercise of its January 19 Original Warrants. The January 19 New Warrants were immediately exercisable upon issuance at an exerciseprice of $4.20 per share, which is greater than the closing price of the Common Stock of $4.16 on Nasdaq on January 15, 2021, have anexpiration date of January 20, 2026 and are exercisable on a cashless basis if the January 19 New Warrant shares have not been registeredby the Company on a registration statement on or before 6 months after the date of issuance and there is no currently effective registrationstatement covering the January 19 New Warrants at the time of exercise. Pursuant to the January 19 Inducement Agreements, the holdersagreed to exercise January 19 Original Warrants for an aggregate of 118,048 shares of Common Stock resulting in approximate gross proceedsto the Company of $301,022, and the holders received January 19 New Warrants exercisable for an aggregate of up to 29,512 shares of CommonStock.

June 2021 Exchange Agreement

The Company previously entered into a SecuritiesPurchase Agreement, dated as of April 18, 2019, with an existing shareholder (the “Shareholder”), pursuant to which the Companyissued 250,000 shares of our Series A 8% Convertible Preferred Stock (the “Original Securities”), par value $0.0001 per share.

On June 4, 2021, the Company and the Shareholderentered into that certain Exchange Agreement (the “Exchange Agreement”) pursuant to which the Company exchanged with the Shareholderthe Original Securities held by the Shareholder in exchange for: (i) 250,000 shares of Common Stock; and (ii) warrants (the “June2021Warrants”) to purchase up to 187,500 shares of Common Stock.

The June 2021 Warrants were exercisable beginningon June 4, 2021 and will be exercisable for a period of five (5) years and four (4) months thereafter. The exercise price with respectto the June 2021 Warrants is $3.00 per share (the “Exercise Price”). The Exercise Price and the number of shares of CommonStock issuable upon exercise of the Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends,distributions, reclassifications, mergers or other corporate change and dilutive issuances. The issuance of the Exchange Securities wasmade in reliance upon an exemption from registration pursuant to Section 3(a)(9) of the Securities Act.

June 2021 Inducement Agreements

On June 7, 2021, the Company entered into letteragreements (the “June 2021 Inducement Agreements”) with holders of common stock purchase warrants previously issued by theCompany to the holders pursuant to two private placements conducted concurrently with registered direct public offerings of the Company’ssecurities that closed on June 8, 2020 and June 11, 2020, and which were still outstanding and had not been previously exercised (the “June 2021 Existing Warrants”).

Pursuant to the June 2021 InducementAgreements, as an inducement and in consideration for a holder’s exercise of the June 2021 Existing Warrants for some or allof the shares of Common Stock available thereunder, the Company agreed to deliver to each such holder new common stock purchasewarrants (the “June 2021 New Warrants”) to purchase a number of shares of Common Stock equal to 25% of the number ofshares of Common Stock issued to such holder in connection with its exercise of its June 2021 Existing Warrants. The June 2021 NewWarrants are immediately exercisable upon issuance at an exercise price of $4.46 per share, which is greater than the averageclosing price of the Common Stock on Nasdaq for the five trading days prior to and including June 7, 2021, have an expiration dateof June 8, 2026 and are exercisable on a cashless basis if the shares of Common Stock issuable upon exercise of the June 2021 NewWarrants have not been registered by the Company on a registration statement on or before 6 months after the date of issuance andthere is no currently effective registration statement covering the June 2021 New Warrants at the time of exercise. Pursuant to theJune 2021 Inducement Agreements, holders agreed to exercise June 2021 Existing Warrants for an aggregate of 1,000,000 shares ofCommon Stock, resulting in gross proceeds to the Company of $2,584,800, and the holders received June 2021 New Warrantsexercisable for an aggregate of up to 250,000 shares of Common Stock.

Maxim Group LLC provided services as the exclusivesolicitation agent, pursuant to the terms of an engagement letter, dated June 7, 2021 (the “June 2021 Solicitation Agreement”).Pursuant to the June 2021 Solicitation Agreement, the Company agreed to pay Maxim Group LLC a cash fee equal to $180,936, which is equalto 7% of the total net proceeds received from the exercise of the June 2021 Existing Warrants. In addition, pursuant to the June 2021Solicitation Agreement, the Company granted Maxim Group LLC a right of first refusal, for a period of 280 days from the date June 2021Existing Warrants are exercised, to act as lead manager or lead placement agent in any and all future private or public equity offeringsconducted by the Company.

September 2021 Equity Grants

In connectionwith the appointment of Eric Almgren as Chief Strategist of the Company, an inducement grant of 310,000 shares (the “inducementshares”), representing 2% of the outstanding shares of the Company on that date, was made to Mr. Almgren on September 13, 2021 outsideof the Company’s existing incentive plans. The inducement shares were issued pursuant to Section 4(a)(2) of the Securities Act.

December2021 Warrant Issuances

On December 16, 2021,the Company granted warrants to purchase up to 25,000 shares of Common Stock to a service provider in partial consideration for servicesrendered. The warrants have a five year life, an exercise price of $1.52 per share and are fully vested.

On December 16, 2021,the Company granted warrants to purchase up to 15,000 shares of Common Stock to a service provider in partial consideration for servicesrendered. The warrants have a five year life, an exercise price of $1.52 per share and are fully vested.

August 2022 Private Placement

On August 15, 2022, the Company completed a privateplacement (the “August 2022 Private Placement”) of a senior secured convertible instrument (the “August 2022 Note”)and a warrant (the “August 2022 Warrant”) to purchase 2,097,022 shares of Common Stock at an exercise price of $0.997 pershare. The August 2022 Note and August 2022 Warrant were issued pursuant to a securities purchase agreement, entered into as of August15, 2022, by and between the Company and an institutional investor (the “August 2022 Investor”). The August 2022 Private Placementresulted in gross proceeds of $3,000,000, before fees and other expenses associated with the transaction, including but not limited to,a $105,000 commitment fee payable to the August 2022 Investor. Additionally, the Company agreed to issue to Maxim Group LLC, the placementagent for the August 2022 Private Placement, in consideration for $100 in cash, a warrant to purchase up to an aggregate of 194,384 sharesof Common Stock at an exercise price of $0.997 per share, subject to adjustment.

Effective August 24,2022, the Company and the August 2022 Investor agreed to amend Section 3.1(b) of the August 2022 Note to provide that the Conversion Price(as defined in the August 2022 Note) could not be lower than $0.50 (the “Floor Price”) until stockholder approval has beenobtained, after which stockholder approval the Floor Price may be reduced to no lower than $0.25. The changes were effected by cancellationof the August 2022 Note and the issuance of a replacement senior secured convertible note (the “New Convertible Note”) tothe August 2022 Investor. The New Convertible Note contains identical terms as the August 2022 Note, except for the amendment to the Section3.1(b) of the August 2022 Note.

Unless otherwise stated, the sale and the issuanceof the foregoing notes, warrants and shares of Common Stock were offered and sold in reliance upon exemptions from registration pursuantto Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act (“RegulationD”). We made this determination based on the representations of each investor which included, in pertinent part, that each suchinvestor was either (a) an “accredited investor” within the meaning of Rule 501 of Regulation D or (b)a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and upon suchfurther representations from each investor that (i) such investor acquired the securities for his, her or its own account for investmentand not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distributionwithin the meaning of the Securities Act, (ii) such investor agreed not to sell or otherwise transfer the purchased securities unlessthey are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from suchregistration are available, (iii) such investor had knowledge and experience in financial and business matters such that he, she or itwas capable of evaluating the merits and risks of an investment in us, (iv) such investor had access to all of our documents, records,and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditionsof the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense,and (v) such investor had no need for the liquidity in its investment in us and could afford the complete loss of such investment. Inaddition, there was no general solicitation or advertising for securities issued in reliance upon these exemptions.

Item 16. Exhibits.

The list of exhibits in the Exhibit Index to thisregistration statement is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

ii.        Toreflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume andprice represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”table in the effective registration statement.

iii.        Toinclude any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement;

provided, however, that the undertakings set forthin paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendmentby those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuantto Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registrationstatement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liabilityunder the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to thesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of apost-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liabilityof the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersignedregistrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaserby means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered tooffer or sell such securities to such purchaser:

i.        Anypreliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.        Anyfree writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

iii.        Theportion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

iv.        Anyother communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for purposes of determining anyliability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefitplan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated byreference in the registration statement shall be deemed to be a new registration statement relating to the securities offeredtherein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilitiesarising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant tothe foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissionsuch indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officeror controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officeror controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel thematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the SecuritiesAct of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto dulyauthorized, in the City of Beaverton, State of Oregon, on October 31, 2022.

KNOW ALL MEN BY THESE PRESENTS, that each personwhose signature appears below constitutes and appoints Brett Moyer, George Olivia and Gary Williams, his or her true and lawful attorney-in-factand agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and allcapacities to sign any or all amendments (including, without limitation, post-effective amendments) to this registration statement, anyrelated registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre- or post-effective amendmentsthereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and ExchangeCommission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisiteand necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, herebyratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for her, may lawfully do or cause to bedone by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on thedates indicated have signed this registration statement below.

EXHIBIT INDEX