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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/20/21 Summit Wireless Techs, Inc. 8-K:1,3,7,9 1/19/21 4:181K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 19K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 77K 3: EX-10.1 Material Contract HTML 36K 4: EX-99.1 Miscellaneous Exhibit HTML 12K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 20, 2021 (January 19, 2021)
SUMMIT WIRELESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38608 | 30-1135279 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
6840 Via Del Oro Ste. 280 |
95119 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(408) 627-4716
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | WISA | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 19, 2021, Summit Wireless Technologies, Inc. (the “Company”) entered into letter agreements (the “Inducement Agreements”) with holders (the “Holders”) of common stock purchase warrants (collectively, the “Original Warrants”) previously issued by the Company to the Holders pursuant to (i) a private placement in February 2020 and (ii) settlement agreements and releases, each dated November 9, 2020.
Pursuant to the Inducement Agreements, as an inducement and in consideration for a Holder’s exercise of the Original Warrants for some or all of the shares of common stock, par value $0.0001 per share (the “Common Stock”) available thereunder, the Company has agreed to deliver to each such Holder new common stock purchase warrants (the “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 connection with its exercise of its Original Warrants. The New Warrants are immediately exercisable upon 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 the Nasdaq Capital Market on January 15, 2021, have an expiration date of January 20, 2026 and are exercisable on a cashless basis if the New Warrant Shares have not been registered by the Company on a registration statement on or before 6 months after the date of issuance and there is no currently effective registration statement covering the New Warrants at the time of exercise. Pursuant to the Inducement Agreements, Holders have agreed to exercise Original Warrants for an aggregate of 118,048 shares of Common Stock resulting in approximate gross proceeds to the Company of $301,022, and the Holders will receive New Warrants exercisable for an aggregate of up to 29,512 shares of Common Stock.
Pursuant to the terms of the Inducement Agreements and the New Warrants, the Company has agreed to file a registration statement on or before March 20, 2021 to register the shares of Common Stock underlying the New Warrants for resale and to use its commercially reasonable efforts to have such registration statement declared effective on or before July 18, 2021.
The Inducement Agreements contain customary representations, warranties, and covenants by the Company and each of the Holders. In addition, pursuant to the Inducement Agreements, the Company has agreed that neither it nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities exercisable for or convertible into shares of Common Stock, or file any registration statement, or amendment or supplement thereto, with the U.S. Securities and Exchange Commission (“SEC”) within fifteen (15) trading days of the date of the Inducement Agreements, subject to certain limited exceptions provided in the Inducement Agreements.
The Company intends to use the proceeds of any exercise of Original Warrants for working capital and general corporate purposes.
The foregoing descriptions of the Inducement Agreements and the New Warrants are qualified in their entirety by reference to the full text of such Inducement Agreements and New Warrants, the forms of which are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein in their entirety by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The applicable disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The Company is issuing the New Warrants and will issue the shares of Common Stock issuable upon exercise of the New Warrants, in each case in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. The New Warrants issued, or any shares of Common Stock issued upon the exercise of the New Warrants, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
C:
| Item 7.01 | Regulation FD Disclosure. |
On January 19, 2021, we published the press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, which reports exercises of the Company’s outstanding warrants during the fourth quarter of 2020 and during January 2021, prior to the warrant exercises reported in Items 1.01 and 3.02 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 4.1 | Form of New Warrant. | |
| 10.1 | Form of Inducement Agreement. | |
| 99.1 | Press Release of the Company, dated January 19, 2021. |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 20, 2021 | SUMMIT WIRELESS TECHNOLOGIES, INC. | |
| By: | /s/ Brett Moyer | |
| Name: Brett Moyer | ||
| Title: Chief Executive Officer | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/20/26 | ||||
| 7/18/21 | ||||
| 3/20/21 | ||||
| Filed on: | 1/20/21 | |||
| For Period end: | 1/19/21 | 8-K | ||
| 1/15/21 | ||||
| 11/9/20 | ||||
| List all Filings | ||||