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 19, 2021 (January 14, 2021)

SUMMIT WIRELESS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

(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):

 Securities registered pursuant to Section 12(b) of the Act:

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. ¨

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

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 19, 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 1,095,000 shares of Common Stock resulting in gross proceeds to the Company of $2,824,050, and the Holders will receive New Warrants exercisable for an aggregate of up to 273,750 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 19, 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 17, 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.

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

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, the Solicitation Agreement, and the New Warrants are qualified in their entirety by reference to the full text of such Inducement Agreements, Solicitation Agreement, and New Warrants, the forms of which are attached as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein in their entirety by reference.

On January 14, 2021, the Company issued a press release providing preliminary revenue information for the fourth quarter ended December 31, 2020 and revenue guidance for the first quarter ending March 31, 2021. The press release is attached hereto as Exhibit 99.1.

The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.   

The Company previously disclosed in a Current Report on Form 8-K filed by the Company on January 6, 2021 (the “January 6^th 8-K”), that the Company is not in compliance with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605 (collectively, the “Nasdaq Independence Requirements”).

Consistent with the January 6^th 8-K, on January 14, 2021, the Company received a letter from the Nasdaq Listings Qualifications Department confirming that consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq has provided the Company a “Cure Period” in order to regain compliance until the earlier of (i) the Company’s next annual stockholders’ meeting or (ii) January 1, 2022; or if the next annual stockholders’ meeting is held before June 30, 2021, then the Company must evidence compliance with such rule no later than June 30, 2021. Nasdaq has also informed the Company that if it does not regain compliance with both of the Nasdaq Independence Requirements, within the applicable “Cure Period,” Nasdaq will provide written notification to the Company that its securities will be delisted from Nasdaq. At that time, the Company will have the right to appeal the delisting determination to a Hearings Panel.

As previously reported in the January 6^th 8-K, the Company is actively searching for a qualified individual to replace Mr. Kristensen as an independent director and anticipates regaining compliance with the Nasdaq Independence Requirements within the time provided.

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.

Reference is made to the disclosure set forth in Item 2.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K, and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report on Form 8-K, except as required by law.

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.