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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/27/20 Summit Wireless Techs, Inc. 10-Q 3/31/20 65:5.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 335K
2: EX-10.1 Material Contract HTML 59K
3: EX-10.2 Material Contract HTML 29K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
5: EX-31.2 Exhibit 32.1 HTML 25K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
7: EX-32.2 Exhibit 32.1 HTML 22K
54: R1 Document and Entity Information HTML 53K
21: R2 Condensed Consolidated Balance Sheets HTML 101K
41: R3 Condensed Consolidated Balance Sheets HTML 52K
(Parenthetical)
60: R4 Condensed Consolidated Statements of Operations HTML 72K
53: R5 Condensed Consolidated Statements of Operations HTML 22K
(Parenthetical)
19: R6 Condensed Consolidated Statements of Comprehensive HTML 34K
Loss
40: R7 Condensed Consolidated Statements of Convertible HTML 87K
Preferred Stock and Stockholders' Equity (Deficit)
61: R8 Condensed Consolidated Statements of Convertible HTML 23K
Preferred Stock and Stockholders' Equity (Deficit)
(Parenthetical)
52: R9 Condensed Consolidated Statements of Cash Flows HTML 114K
58: R10 Business and Viability of Operations HTML 42K
49: R11 Summary of Significant Accounting Policies HTML 64K
14: R12 Balance Sheet Components HTML 106K
35: R13 Borrowings HTML 34K
59: R14 Fair Value Measurements HTML 146K
50: R15 Convertible Preferred Stock and Stockholders' HTML 107K
Equity (Deficit)
15: R16 Income Taxes HTML 28K
36: R17 Commitments and Contingencies HTML 32K
57: R18 Related Parties HTML 54K
51: R19 Segment Information HTML 42K
25: R20 Subsequent Events HTML 34K
33: R21 Summary of Significant Accounting Policies HTML 98K
(Policies)
64: R22 Summary of Significant Accounting Policies HTML 32K
(Tables)
44: R23 Balance Sheet Components (Tables) HTML 111K
27: R24 Fair Value Measurements (Tables) HTML 145K
34: R25 Convertible Preferred Stock and Stockholders' HTML 90K
Equity (Deficit) (Tables)
65: R26 Segment Information (Tables) HTML 42K
46: R27 Business and Viability of Operations (Details) HTML 79K
28: R28 Summary of Significant Accounting Policies HTML 26K
(Details)
32: R29 Summary of Significant Accounting Policies - HTML 49K
Additional Information (Details)
38: R30 Balance Sheet Components - Inventories (Details) HTML 29K
18: R31 Balance Sheet Components - Property and equipment HTML 39K
(Details)
48: R32 Balance Sheet Components - Accrued liabilities HTML 42K
(Details)
56: R33 Balance Sheet Components - Additional Information HTML 23K
(Details)
37: R34 Borrowings (Details) HTML 48K
17: R35 Borrowings - Convertible Promissory Note (Details) HTML 74K
47: R36 Fair Value Measurements (Details) HTML 33K
55: R37 Fair Value Measurements - Summary of changes in HTML 28K
fair value of the Company's warrant liability
measured at fair value using significant
unobservable inputs (Level 3) (Details)
39: R38 Fair Value Measurements - Summary of the weighted HTML 33K
average significant unobservable inputs (Level 3
inputs) used in measuring the Company's warrant
liability that is categorized within Level 3 of
the fair value hierarchy (Details)
16: R39 Fair Value Measurements - Summary of changes in HTML 28K
fair value of the Company's derivative liability
measured at fair value using significant
unobservable inputs (Level 3) (Details)
30: R40 Fair Value Measurements - Additional Information HTML 25K
(Details)
24: R41 Convertible Preferred Stock and Stockholders' HTML 37K
Equity (Deficit) - (Details)
43: R42 Convertible Preferred Stock and Stockholders' HTML 56K
Equity (Deficit) - Warrants for common stock
outstanding and exercisable (Details)
63: R43 Convertible Preferred Stock and Stockholders' HTML 238K
Equity (Deficit) - Additional Information
(Details)
29: R44 Income Taxes - Effective Income Tax Rate HTML 27K
Reconciliation (Details)
23: R45 Commitments and Contingencies (Details) HTML 43K
42: R46 Related Parties (Details) HTML 177K
62: R47 Segment Information (Details) HTML 27K
31: R48 Subsequent Events - Additional Information HTML 90K
(Details)
22: R49 Subsequent Events - Funding Agreement (Details) HTML 45K
26: XML IDEA XML File -- Filing Summary XML 114K
45: EXCEL IDEA Workbook of Financial Reports XLSX 79K
8: EX-101.INS XBRL Instance -- wisa-20200331 XML 1.51M
10: EX-101.CAL XBRL Calculations -- wisa-20200331_cal XML 112K
11: EX-101.DEF XBRL Definitions -- wisa-20200331_def XML 596K
12: EX-101.LAB XBRL Labels -- wisa-20200331_lab XML 936K
13: EX-101.PRE XBRL Presentations -- wisa-20200331_pre XML 906K
9: EX-101.SCH XBRL Schema -- wisa-20200331 XSD 150K
20: ZIP XBRL Zipped Folder -- 0001104659-20-066433-xbrl Zip 144K
Exhibit 10.2
LEAK-OUT AGREEMENT
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Summit Wireless Technologies, Inc., a Delaware corporation (the “Company”), and Alexander Capital, L.P. (the “Holder”).
Reference is hereby made to that certain Settlement Agreement and Release, executed and delivered by the Company and Holder on May 14, 2020 (the “Settlement Agreement”), pursuant to which the Company agreed to issue to Holder 50,000 shares (the “Settlement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) as partial consideration for the releases set forth in the Settlement Agreement. Capitalized terms not defined herein shall have the meaning as set forth in the Settlement Agreement.
The Holder agrees solely with the Company that, subject to any other contemporaneously executed leak-out or lock-up agreement that may be executed between or among the Holder and the Company in proximity to this Leak-Out Agreement (collectively, the “Other Leak-Out Agreements”) regarding the Holder’s trading with terms that are no less restrictive than the terms contained herein, following the date hereof (such date, the “Effective Date”) until the date that the Holder no longer holds any of the Settlement Shares (the “Restricted Period”), neither the Holder, nor any affiliate, representative, subsidiary, parent, partner, officer, employee, agent, attorney or any heirs or successors to any of the foregoing (“Affiliate”) of the Holder which (x) had or has knowledge of the transactions contemplated by the Settlement Agreement, or (y) has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s investments, including in respect of the Settlement Shares (together, the “Holder’s Trading Affiliates”), collectively, shall sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) during the Restricted Period, shares of Common Stock in an amount more than, during any Trading Day during the Restricted Period, 5,000 shares of Common Stock per Trading Day. For the purposes hereof, “Trading Day” means a day on which the Common Stock is traded on the Nasdaq Capital Market, the NYSE American, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or any successors of any of the foregoing, as applicable.
C:
Notwithstanding anything herein to the contrary, during the Restricted Period, none of Holder’s Trading Affiliates shall be prevented from executing unsolicited transactions of Common Stock nor shall they be prevented from fulfilling any obligation to any customer or client as required by state or federal securities laws or any regulations of any body, including but not limited to FINRA and the SEC. Further, no transaction covered by this paragraph shall be applied toward the foregoing 5,000 shares of Common Stock per Trading day limit.
Notwithstanding anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Settlement Shares to any Person (an “Assignee”) in a transaction which does not need to be reported on the Nasdaq consolidated tape, without complying with (or otherwise limited by) the restrictions set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee Agreement”, and each such transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer, sales of the Holder and the Holder’s Trading Affiliates and all Assignees (other than any such sales that constitute Permitted Transfers) shall be aggregated for all purposes of this Leak-Out Agreement and all Assignee Agreements.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing and shall be given in accordance with the terms of the Settlement Agreement.
This Leak-Out Agreement and the Settlement Agreement, together, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.
This Leak-Out Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.
The terms of this Leak-Out Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns.
This Leak-Out Agreement may not be amended or modified except in writing signed by each of the parties hereto.
C:
C: 2
All questions concerning the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by the applicable provisions of the Settlement Agreement.
Signature Page Follows
C:
3
Each party hereto acknowledges that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto will not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms hereof in addition to any other remedy it may seek, at law or in equity.
| Sincerely, | |||
| SUMMIT WIRELESS TECHNOLOGIES, INC. | |||
| By: | |||
| Name: | |||
| Title: | |||
Agreed to and Acknowledged:
“HOLDER”
ALEXANDER CAPITAL, L.P.
| By: | ||
| Name: | ||
| Title: |
C:
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/27/20 | 8-K | ||
| 5/14/20 | 8-K, 8-K/A | |||
| For Period end: | 3/31/20 | 10-Q/A, 8-K, DEF 14A | ||
| List all Filings | ||||