WISA TECHNOLOGIES, INC.

Item 1A. Risk Factors

There have been no material changes toIn addition to the risk factors previously disclosed informati Part I, Item 1A of our Annual Report on required regardForm 10-K for the year ended December 31, 2025, the following risk factors from reflect material developments during the end oquarter ended June 30, 2026 and through the date of the is filing that have changed the nature or magnitude of certain preceding year viously disclosed risks or that present new material risks to the date of this Quarterlyan investment in our securities. These risk factors should be read in conjunction with, and supplement, the risk factors disclosed in our Annual Report on Form 10-QK for the year ended December 31, 2025. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in tour Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect the Companys business, financial condition or future results. The risks described in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, which could m are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterially a also may materially adversely affect the Companys business, financial condition and/or foperating results.

We have a history of operating losses and may not be profitable in the future results. .

We have incurred net losses since inception and had an accumulated deficit of approximately $377.4 million as of December 31, 2025. For the six months ended June 30, 2026, we incurred a net loss of $145.0 million and used $80.0 million of cash in operating activities. As of June 30, 2026, we had $1.4 million in cash and cash equivalents, compared to $2.0 million at December 31, 2025.

While we have experienced revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of sales to sustain or increase our growth or to achieve profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform, including by introducing new products and functionality, and to expand our inside and field sales teams and customer success team to drive new customer adoption, expand use cases and integrations, and support international expansion. We will also face increased compliance costs associated with growth and the expansion of our customer base. Our efforts to grow our business may be costlier than we expect, or the rate of our growth in revenue may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unsuccessful in implementing any initiatives to improve our revenues to achieve profitability, it will have a material adverse impact on our business, prospects, operating results and financial condition. The risks described in the Companre can be no assurance that the revenue that we generate will be able to support our operations or meet our working capital needs.

On May 5, 2026, we entered into a short-term loan agreement in the amount of $2.0 million with an effective interest rate of approximately 183.5% per annum. The loan is guaranteed by both our Chief Executive Officer and our Chief Financial Officer in their personal capacities. The terms of this borrowing, including the extremely high effective interest rate and the requirement of personal officer guarantees, reflect our limited ability to access conventional credit markets and capital on commercially reasonable terms. Our reliance on such high-cost, short-term borrowings may accelerate cash depletion, reduce funds available for operations, and signal financial distress to investors, business partners and potential counterparties. In addition, the personal guarantees by our Chief Executive Officer and Chief Financial Officer create potential conflicts of interest, as these officers may have personal financial incentives related to the Companys ability to service or repay this debt that differ from or compete with the interests of our stockholders. While we believe the loan was entered into on the best terms available to the Company at the time, there can be no assurance that the existence of such guarantees will not influence management decision-making in ways that are not aligned with stockholder interests.

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We may continue to need to rely on similar high-cost financing arrangements in the future if our cash resources are insufficient to fund operations and we are unable to access the capital markets on more favorable terms. Annual Repory future borrowings on similar or more onerous terms would further increase our cost of capital and reduce the resources available for our business.

We are subject to a securities class action lawsuit that could result in substantial costs and divert managements attention from our business.

On August 5, 2026, a class action lawsuit was filed against the Company and certain of its current on Form 10-K are not the only risfficers in the Eastern District of Pennsylvania, by plaintiff Carla Aramouni seeking to represent a class of all persons who purchased the Companys securities between September 4, 2024 and October 30, 2025, alleging violations of Sections 10(b) and 20(a) of the Exchange Act. The matter is styled Aramouni v. Datavault AI Inc., et al., Case No. 2:26-cv-05548-JS (E.D. Pa Aug. 5, 2026). The complaint alleges that the Company made false and/or misleading statements and/or failed to disclose material information about the Companys business, customer contracts, operations, and commercialization prospects in its public statements and SEC filings. The plaintiff seeks facing the unspecified monetary damages on behalf of a purported class of stockholders plus attorneys fees and costs. The Company believes the claims asserted in the complaint are without merit and intends to vigorously defend against them. The matter is in its early stages, and the Company. Addi is unable to predict the outcome of the litigation or to reasonably estimate the range of possible loss, if any, that may result from the matter. However, securities class action litigation is often expensive and time-consuming, regardless of the outcome. We may be required to expend significant resources to defend ourselves, which could divert managements attention from our business operations. Any adverse determinational risks and uncertainties not current could result in substantial monetary damages that are not covered, or not fully covered, by our directors and officers liability insurance. In addition, the pendency of the litigation may adversely affect the market price of our common stock and our ability to raise capital.

Additionally, similar lawsuits could be filed against us and our officers and directors, which would increase costs and management distraction. The outcome of this litigation is inherently uncertain, and we are unable to predict the outcome or reasonably known to the Company or that estimate the range of possible losses, if any, that may result from this matter.

We have committed to pay $25.0 million in non-refundable transaction fees in connection with a proposed financing that may not be consummated, and amounts paid to date are subject to significant risk of total loss.

On May 30, 2026, we entered into a term sheet with Helmex Global LLP and certain affiliated parties in connection with a proposed financing transaction for an aggregate investment of up to $2.0 billion. In connection with the proposed initial tranche, we agreed to fund $25.0 million of administrative, operational, and structuring costs associated with establishing the investment fund and facilitating the proposed financing. As of June 30, 2026, we had paid $5.0 million toward this commitment.

The proposed financing remains subject to significant conditions, including: (i) completion of due diligence satisfactory to both parties; (ii) negotiation and execution of definitive agreements; (iii) receipt of required regulatory and stockholder approvals, including antitrust clearance and any required clearance from the Company currently deems to be immaterial also may materially adverselmittee on Foreign Investment in the United States (CFIUS); (iv) completion and acceptance of an independent valuation of the preferred units; and (v) our determination that we will be able to monetize the preferred units received in the transaction. There can be no assurance that these conditions will be satisfied or that the proposed financing will be completed on the contemplated terms or at all.

All amounts paid toward the transaction fee are non-refundable regardless of whether the proposed financing is consummated. Accordingly, if the proposed financing is not completed, we will lose the entirety of any amounts paid toward the $25.0 million fee, which would have a material adverse effect on our already limited cash resources and financial condition. The commitment to pay additional amounts under the fee obligation may further strain our liquidity at a time when our cash resources are severely limited.

We have entered into several term sheets and a letter of intent relating to proposed strategic transactions, but we may not execute definitive agreements with respect to one or more of such transactions, and any such transaction may not be completed on the terms contemplated by such term sheets or at all.

Since March 31, 2026, we have entered into several term sheets relating to proposed strategic transactions, including (i) a binding term sheet with Scilex Holding Company (Scilex), a significant stockholder of the Company and a related party, dated April 26, 2026, regarding a proposed $120.0 million cash contribution by Scilex to us and a revenue participation arrangement pursuant to which Scilex would be entitled to a specified percentage of the gross revenues we recognize

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attributable exclusively affect the to our Quantum-Edge Network, (ii) a binding term sheet with Scilex, dated June 24, 2026, regarding our proposed sale to Scilex of 837 Bitcoin for an aggregate purchase price of $50.0 million, payable to us in multiple tranches through December 31, 2028, and (iii) a term sheet with Helmex, dated May 30, 2026, regarding a proposed financing transaction for an aggregate investment in the Companys business, financial condition and/or operating results of up to $2.0 billion through four successive tranches of $500.0 million each (the term sheets referenced in the preceding clauses (i) through (iii), collectively, the Term Sheets and the transactions contemplated thereby, the Proposed Transactions). See Note 8, Commitments and Contingencies, to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding the Helmex term sheet, and the risk factor above for a description of the non-refundable transaction fee we have committed to pay in connection with the proposed Helmex financing.

The Term Sheets contemplate the execution of definitive agreements with respect to the applicable transactions, which are expected to include customary representations, warranties, covenants, indemnification provisions and closing conditions for transactions of their type. The Proposed Transactions remain subject to further negotiation, the completion of due diligence, receipt of required regulatory, corporate and, in certain cases, stockholder approvals, market conditions and other customary conditions outside our control. As of the date of this Quarterly Report on Form 10-Q, no definitive agreement for any of the Proposed Transactions has been entered into, and there can be no assurance that definitive agreements for such transactions will be executed or that the Proposed Transactions will be consummated on the terms set forth in the applicable Term Sheet or at all.