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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/19 Summit Wireless Techs, Inc. 10-Q 9/30/19 66:7.4M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 490K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 77K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 58K 4: EX-10.1 Material Contract HTML 70K 5: EX-10.2 Material Contract HTML 82K 6: EX-10.3 Material Contract HTML 61K 7: EX-10.4 Material Contract HTML 30K 8: EX-10.5 Material Contract HTML 29K 9: EX-31.1 Certification -- §302 - SOA'02 HTML 24K 10: EX-31.2 Certification -- §302 - SOA'02 HTML 24K 11: EX-32.1 Certification -- §906 - SOA'02 HTML 20K 12: EX-32.2 Certification -- §906 - SOA'02 HTML 21K 53: R1 Document and Entity Information HTML 52K 24: R2 Condensed Consolidated Balance Sheets HTML 94K 42: R3 Condensed Consolidated Balance Sheets HTML 48K (Parenthetical) 58: R4 Condensed Consolidated Statements of Operations HTML 73K 54: R5 Condensed Consolidated Statements of Comprehensive HTML 33K Loss 25: R6 Condensed Consolidated Statements of Preferred HTML 143K Stock and Stockholders' Equity (Deficit) 43: R7 Condensed Consolidated Statements of Cash Flows HTML 149K 59: R8 Business and Viability of Operations HTML 35K 52: R9 Summary of Significant Accounting Policies HTML 50K 46: R10 Balance Sheet Components HTML 102K 63: R11 Promissory Notes HTML 41K 36: R12 Convertible Notes Payable HTML 58K 30: R13 Fair Value Measurements HTML 175K 45: R14 Preferred Stock and Stockholders' Equity HTML 134K 62: R15 Income Taxes HTML 26K 35: R16 Commitments and Contingencies HTML 26K 29: R17 Related Parties HTML 55K 44: R18 Segment Information HTML 55K 64: R19 Subsequent Events HTML 36K 40: R20 Summary of Significant Accounting Policies HTML 85K (Policies) 23: R21 Balance Sheet Components (Tables) HTML 108K 56: R22 Fair Value Measurements (Tables) HTML 173K 61: R23 Preferred Stock and Stockholders' Equity (Tables) HTML 91K 39: R24 Segment Information (Tables) HTML 55K 22: R25 Business and Viability of Operations (Details) HTML 108K 55: R26 Summary of Significant Accounting Policies HTML 45K (Details) 60: R27 Balance Sheet Components - Inventories (Details) HTML 28K 41: R28 Balance Sheet Components - Property and equipment HTML 38K (Details) 21: R29 Balance Sheet Components - Accrued liabilities HTML 39K (Details) 26: R30 Balance Sheet Components - Additional Information HTML 23K (Details) 33: R31 Promissory Notes (Details) HTML 134K 65: R32 Convertible Notes Payable (Details) HTML 283K 48: R33 Fair Value Measurements (Details) HTML 32K 27: R34 Fair Value Measurements - Summary of changes in HTML 30K fair value of the Company's warrant liability measured at fair value using significant unobservable inputs (Level 3) (Details) 34: R35 Fair Value Measurements - Summary of the weighted HTML 36K 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) 66: R36 Fair Value Measurements - Summary of changes in HTML 30K fair value of the Company's derivative liability measured at fair value using significant unobservable inputs (Level 3) (Details) 49: R37 Fair Value Measurements - Additional Information HTML 26K (Details) 28: R38 Preferred Stock and Stockholders' Equity - HTML 36K (Details) 32: R39 Preferred Stock and Stockholders' Equity - HTML 58K Warrants for common stock outstanding and exercisable (Details) 19: R40 Preferred Stock and Stockholders' Equity - HTML 742K Additional Information (Details) 37: R41 Income Taxes (Details) HTML 26K 57: R42 Commitments and Contingencies (Details) HTML 32K 50: R43 Related Parties (Details) HTML 370K 20: R44 Segment Information (Details) HTML 27K 38: R45 Subsequent Events (Details Textual) HTML 94K 51: XML IDEA XML File -- Filing Summary XML 105K 47: EXCEL IDEA Workbook of Financial Reports XLSX 94K 13: EX-101.INS XBRL Instance -- wisa-20190930 XML 2.58M 15: EX-101.CAL XBRL Calculations -- wisa-20190930_cal XML 116K 16: EX-101.DEF XBRL Definitions -- wisa-20190930_def XML 648K 17: EX-101.LAB XBRL Labels -- wisa-20190930_lab XML 1.10M 18: EX-101.PRE XBRL Presentations -- wisa-20190930_pre XML 969K 14: EX-101.SCH XBRL Schema -- wisa-20190930 XSD 178K 31: ZIP XBRL Zipped Folder -- 0001104659-19-063693-xbrl Zip 172K
Exhibit 10.5
[SUMMIT LETTERHEAD]
[ ], 2019
Via Electronic Email
[Medalist Funds email address]
Ladies and Gentlemen:
Reference is made to (i) those certain the Warrant Amendment and Exercise Agreements, dated as of October [__], 2019 (the “Warrant Amendment Agreements”), by and between Summit Wireless Technologies, Inc., a Delaware corporation (the “Company”), and each of Medalist Partners Harvest Master Fund Ltd. and Medalist Partners Opportunity Master Fund A, L.P. (collectively, the “Holders”); (ii) pre-funded common stock purchase warrants held by each of the Holders to purchase an aggregate of 414,364 shares (the “Pre-Funded Warrants”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); (iii) repriced Series F common stock purchase warrants held by each of the Holders to purchase an aggregate of 414,364 shares of Common Stock (the “Repriced Warrants”), as amended by Amendment No. 1 to each of the Warrants, dated October [__], 2019 (collectively, the “Warrant Amendments”), as well as the previously exercised common stock purchase warrants for [_____] shares (the “Original Warrants”); and (iv) the registered direct offering by the Company on October 16, 2019 of up to 2,5000,000 shares of Common Stock (the “Offering”).
The undersigned parties hereby agree and acknowledge, in full and complete satisfaction of all claims that the Holders made or could have made against the Company arising in connection with the Pre-Funded Warrants, the Repriced Warrants, the Original Warrants, the Warrant Amendments and the Warrant Amendment Agreements (collectively, the “Transaction Documents”), the following:
1. In consideration for each Holder’s release of such claims against the Company pursuant to the Transaction Documents, the Company shall deliver to the Holders an aggregate of $[ ] in cash, which amount represents the difference between the funds paid by the Holders to the Company for the Pre-Funded Warrants, which are currently exercisable for $0.79, and the price the Holders would have paid for the Pre-Funded Warrants based on an exercise price equal to $0.70, which is the price of the shares of Common Stock offered to investors in the Offering.
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In addition, the undersigned parties hereby agree that Section 2.1(c) of each of the Warrant Amendment Agreements, which require the Company to file a registration statement on Form S-3 to register all shares of Common Stock received by the Holders upon exercise of any “Warrants” (as defined in the Warrant Amendment Agreements) and all shares of Common Stock issuable upon exercise of any Original Warrant (as defined in the Warrant Amendment Agreements) by November 4, 2019, is hereby amended to replace “November 4, 2019” with “November 18, 2019”. Except as otherwise expressly provided herein, the Warrant Amendment Agreements are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. To the extent there is any inconsistency between the provisions of the Warrant Amendment Agreements and this letter, the provisions of this letter shall control and be binding.
For the avoidance of doubt nothing contained in this letter constitutes an amendment, modification or waiver of any of the provisions of any of the Transaction Documents, which remain in full force and effect.
This letter shall be governed by the laws of the state of New York, without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. This letter may not be amended except in a writing signed by all of the parties hereto. The undersigned parties acknowledge that this letter has been negotiated, executed, and delivered in the State of New York and is to be wholly performed within New York, and each of the undersigned party’s actions in connection with the negotiation, execution, and delivery of this letter constitutes transacting business in New York.
Kindly confirm your agreement with the above by signing in the space indicated below and by PDFing a partially executed copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. In the event that any signature is delivered by electronic mail or similar transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.
[Signature page follows]
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Very truly yours, | ||||
SUMMIT WIRELESS TecHNOLOGIES, Inc. | ||||
By: | ||||
Name: George Oliva | ||||
Title: Chief Financial Officer | ||||
Agreed and Accepted: | ||||
Holders: | ||||
Medalist Partners Harvest Master Fund Ltd. | ||||
By: | ||||
Name: | ||||
Title: | ||||
Medalist Partners Opportunity Master Fund A, L.P. | ||||
By: | ||||
Name: | ||||
Title: |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
11/18/19 | 8-K | |||
Filed on: | 11/14/19 | 8-K, SC 13G/A | ||
11/4/19 | ||||
10/16/19 | 4, 424B5, 8-K | |||
For Period end: | 9/30/19 | |||
List all Filings |