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): December 30, 2021 (December 30, 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 December 30, 2021, Summit Wireless Technologies, Inc., a Delaware corporation (the “Company”), entered into an equity distribution agreement (the “Sales Agreement”) with Maxim Group LLC, as agent (“Maxim”), pursuant to which the Company may issue and sell shares of its common stock, par value $0.0001 (the “Common Stock”) having an aggregate offering price of up to $4,500,000 from time to time through Maxim.

Any sales of shares of Common Stock pursuant to the Sales Agreement will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-233433) (the “Registered Offering”), which was (i) initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2019 (including the prospectus contained therein, the “Registration Statement”) and (ii) the base prospectus, dated September 6, 2019 (including the documents incorporated by reference therein, the “Base Prospectus”). The Company filed a prospectus supplement, dated December 30, 2021 (the “Prospectus Supplement”), to the Base Prospectus with the SEC in connection with the offer and sale of the Common Stock.

Maxim may sell Common Stock (A) in privately negotiated transactions with our consent or; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including block transactions, sales made directly on The Nasdaq Capital Market or sales made into any other existing trading market for the Company’s Common Stock. Subject to the terms and conditions of the Sales Agreement, Maxim will use its commercially reasonable efforts to sell the shares of the Company’s Common Stock from time to time, based upon its instructions (including any price, time or size limits or other parameters or conditions that we may impose). The Company will pay to Maxim a cash commission of up to 3.0% of the gross proceeds from the sale of any shares of Common Stock by Maxim under the Sales Agreement. The Company and Maxim have also provided each other with customary indemnification rights.

The Company is not obligated to make any sales of Common Stock under the Sales Agreement and no assurance can be given that it will sell any shares under the Sales Agreement, or, if it does, as to the price or number of shares that it will sell, or the dates on which any such sales will take place. The Sales Agreement may be terminated by either party as set forth in the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is filing the opinion of its counsel, Sullivan & Worcester LLP, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Prospectus.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits

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.