UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
or | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________to _______________.
Commission File Number:
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading symbol(s) |
| Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the registrant’s common stock outstanding as of November 9, 2021 is
SUMMIT WIRELESS TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
For the quarter ended September 30, 2021
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
SUMMIT WIRELESS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| September 30, 2021 |
| December 31, 2020 | |||
Assets |
| (unaudited) |
| (1) | ||
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Current Assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets |
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Total assets | $ | | $ | | ||
Liabilities, Convertible Preferred Stock and Stockholders’ Equity |
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Current Liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued liabilities |
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Borrowings, current position | | | ||||
Total current liabilities |
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Other liabilities | | | ||||
Borrowings, net of current position | | | ||||
Derivative liability | | | ||||
Warrant liability |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Series A | | | ||||
Stockholders’ Equity: |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
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Total stockholders’ equity |
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Total liabilities, convertible preferred stock and stockholders’ equity | $ | | $ | |
(1) |
Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-
reverse stock split effected in April 2020, as discussed in Note 6.The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SUMMIT WIRELESS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 30, 2021 and 2020
(in thousands, except share and per share data)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
Revenue, net | $ | |
| $ | |
| $ | |
| $ | | |
Cost of revenue |
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Gross profit |
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Operating Expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
| ( |
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Interest expense |
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| ( |
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Change in fair value of warrant liability |
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Gain on forgiveness of Paycheck Protection Program loan | | | | | ||||||||
Other expense |
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| ( |
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Warrant inducement expense |
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| ( |
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Loss before provision for income taxes |
| ( |
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| ( |
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| ( |
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Provision for income taxes |
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Net loss | ( |
| ( |
| ( |
| ( | |||||
Convertible preferred stock dividend | | ( | ( | ( | ||||||||
Deemed dividend on exchange of convertible preferred stock for common stock | | | ( | | ||||||||
Deemed dividend from warrant repricing | | | | ( | ||||||||
Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per common share - basic and diluted | ( |
| ( |
| ( |
| ( | |||||
Weighted average number of common shares used in computing net loss per common share |
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Note: Share and per share amounts have been retroactively adjusted to reflect the impact of a 1-for-
reverse stock split effected in April 2020, as discussed in Note 6.The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SUMMIT WIRELESS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
For the three and nine months ended September 30, 2021 and 2020
(in thousands, except share and per share data)
(unaudited)
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| Accumulated |
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Other | Total | ||||||||||||||||||||||
Convertible Preferred Stock | Common Shares | Additional | Comprehensive | Accumulated | Stockholders’ | ||||||||||||||||||
| Shares |
| Amount |
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| Shares |
| Amount |
| Paid-in Capital |
| Loss |
| Deficit |
| Equity | |||||||
Balance as of December 31, 2020 |
| | $ | |
| | $ | | $ | | $ | — | $ | ( | $ | | |||||||
Issuance of common stock upon warrant exercise | | — | | — | | — | — | | |||||||||||||||
Warrants issued in connection with warrant exercise | | — | — | — | | — | — | | |||||||||||||||
Convertible preferred stock dividend | — | | — | — | ( | — | — | ( | |||||||||||||||
Stock-based compensation | | — | | — | | — | — | | |||||||||||||||
Release of vested restricted common stock | — | — | | — | — | — | — | — | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of March 31, 2021 | | | | | | — | ( | | |||||||||||||||
Issuance of common stock upon warrant exercise | — | — | | — | | — | — | | |||||||||||||||
Warrants issued in connection with warrant exercise | — | — | — | — | | — | — | | |||||||||||||||
Convertible preferred stock dividend | — | | — | — | ( | — | — | ( | |||||||||||||||
Exchange of convertible preferred stock for common stock | ( | ( | | — | | — | — | | |||||||||||||||
Warrants issued upon exchange of preferred stock for common stock | — | — | — | — | | — | — | | |||||||||||||||
Deemed dividend on exchange of convertible preferred stock | — | — | — | — | ( | — | — | ( | |||||||||||||||
Stock-based compensation | — | — | | — | | — | — | | |||||||||||||||
Issuance of common stock to vendor | — | — | | — | | — | — | | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of June 30, 2021 | — | — | | | | — | ( | | |||||||||||||||
Stock-based compensation | — | — | | — | | — | — | | |||||||||||||||
Release of vested restricted common stock | — | — | | — | — | — | — | — | |||||||||||||||
Issuance of common stock upon warrant exercise, net of issuance costs | — | — | | — | | — | — | | |||||||||||||||
Registered direct offering, net of issuance costs | — | — | | | | — | — | | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of September 30, 2021 |
| — | $ | — |
| | $ | | $ | | $ | — | $ | ( | $ | |
Note: Share amounts have been retroactively adjusted to reflect the impact of a 1-for-20 reverse stock split effected in April 2020, as discussed in Note 6.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SUMMIT WIRELESS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
For the three and nine months ended September 30, 2021 and 2020
(in thousands, except share and per share data)
(unaudited)
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| Accumulated |
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Other | Total | ||||||||||||||||||||||
Convertible Preferred Stock | Common Shares | Additional | Comprehensive | Accumulated | Stockholders’ | ||||||||||||||||||
| Shares |
| Amount |
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| Shares |
| Amount |
| Paid-in Capital |
| Loss |
| Deficit |
| Equity (Deficit) | |||||||
Balance as of December 31, 2019 | | $ | | $ | — | $ | $ | ( | $ | ( | $ | ||||||||||||
Issuance of common stock and warrants, net of offering costs | — | — | — | | — | — | | ||||||||||||||||
Issuance of common stock in connection with notes payable | — | — | | — | | — | — | | |||||||||||||||
Issuance of warrants in connection with convertible notes payable | — | — | — | — | | — | — | | |||||||||||||||
Convertible preferred stock dividend | — | | — | — | ( | — | — | ( | |||||||||||||||
Stock-based compensation | — | — | | — | | — | — | | |||||||||||||||
Restricted stock awards cancelled | — | — | ( | — | — | — | — | — | |||||||||||||||
Release of vested restricted common stock | — | — | | — | — | — | — | — | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of March 31, 2020 |
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| | ( | ( | ( | |||||||||||||||
Issuance of common stock, prefunded warrants and warrants, net of public offering costs |
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Proceeds from the exercise of prefunded warrants and common stock warrants |
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Issuance of common stock, net of shelf offering costs |
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Issuance of common stock in connection with settlements | — | — | | — | | — | — | | |||||||||||||||
Deemed dividend from warrant down-round provision | — | — | — | — | ( | — | — | ( | |||||||||||||||
Warrant repricing | — | — | — | — | | — | — | | |||||||||||||||
Convertible preferred stock dividend | — | | — | — | ( | — | — | ( | |||||||||||||||
Stock-based compensation | — | — | | — | | — | — | | |||||||||||||||
Restricted stock awards cancelled | — | — | ( | — | — | — | — | — | |||||||||||||||
Gain on foreign currency translation from closure of subsidiary | — | — | — | — | — | | — | | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of June 30, 2020 | | | | — | ( | ||||||||||||||||||
June 2020 shelf offering - issuance costs | — | — | — | — | ( | — | — | ( | |||||||||||||||
Convertible preferred stock dividend | — | | — | — | ( | — | — | ( | |||||||||||||||
Stock-based compensation | — | — | — | | — | — | | ||||||||||||||||
Release of vested restricted common stock | — | — | — | — | — | — | — | ||||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of September 30, 2020 | | $ | | $ | | $ | $ | — | $ | ( | $ | |
Note: Share amounts have been retroactively adjusted to reflect the impact of a 1-for-
reverse stock split effected in April 2020, as discussed in Note 6.The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SUMMIT WIRELESS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2021 and 2020
(in thousands, except share and per share data)
(unaudited)
Nine Months Ended September 30, | ||||||
| 2021 |
| 2020 | |||
Cash flows from operating activities: |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Warrant inducement expense | | | ||||
Gain on forgiveness of Paycheck Protection Program loan | ( | | ||||
Stock-based compensation |
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Depreciation and amortization | | | ||||
Expense for issuance of common stock for services |
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Amortization of intangible asset |
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Amortization of debt discounts |
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Expense related to common stock issued in settlements |
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Change in fair value of warrant liability |
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Gain on foreign currency translation from closure of subsidiary | | | ||||
Changes in operating assets and liabilities: |
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Accounts receivable |
| ( |
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Inventories |
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Prepaid expenses and other assets |
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Accounts payable |
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Accrued liabilities |
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Net cash used in operating activities |
| ( |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Net cash used in investing activities |
| ( |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock upon warrant exercises, net of issuance costs | | | ||||
Repayment of capital lease | ( | | ||||
Proceeds from issuance of common stock in registered direct offering, net of issuance costs | | | ||||
Proceeds from issuance of common stock, prefunded warrants and warrants, net of issuance costs | | | ||||
Proceeds from issuance of common stock, net of shelf offering costs | | | ||||
Proceeds from the exercise of prefunded warrants and common stock warrants | | | ||||
Proceeds from issuance of promissory notes |
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Proceeds from issuance of convertible notes payable, net of issuance costs | | | ||||
Repayment of convertible notes payable |
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Net cash provided by financing activities |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents as of beginning of period |
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Cash and cash equivalents as of end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | $ | | $ | | ||
Cash paid for income taxes | $ | | $ | | ||
Noncash Investing and Financing Activities: |
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Exchange of convertible preferred stock for common stock | $ | | $ | | ||
Deemed dividend on exchange of convertible preferred stock for common stock | $ | ( | $ | | ||
Issuance of warrants in connection with exchange of preferred stock | $ | | $ | | ||
Convertible preferred stock dividend | $ | | $ | | ||
Issuance of warrants in connection with convertible notes payable | $ | | $ | | ||
Issuance of common stock in connection with convertible notes payable | $ | | $ | | ||
Issuance of warrants in connection with common stock offerings | $ | | $ | | ||
Deemed dividend from warrant repricing | $ | | $ | ( | ||
Issuance costs for shelf offering of common stock in accounts payable | $ | | $ | | ||
Warrant repricing | $ | | $ |