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) February 12, 2020 (February 6, 2020)
SUMMIT WIRELESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38608 | 30-1135279 | ||
|
(State or other jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
|
6840 Via Del Oro Ste. 280 San Jose, CA |
95119 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) |
Name of each exchange on which
registered |
||
| Common Stock, par value $0.0001 per share | WISA | The Nasdaq Capital Market |
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Brian Herr from the Board of Directors
On February 6, 2020, Brian Herr notified Summit Wireless Technologies, Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective February 10, 2020. Mr. Herr served on the Audit, Compensation and Nominating and Corporate Governance Committees. Mr. Herr is not resigning due to any disagreement between the Company and Mr. Herr, or any matter related to the Company’s operations, policies or practices.
Appointment of Robert Tobias to the Board of Directors
On February 6, 2020, the Board, pursuant to its powers under the Company’s bylaws, appointed Robert Tobias as a member of the Board to replace Mr. Herr, effective February 10, 2020. Mr. Tobias will serve as a director until the next annual meeting of the Company’s stockholders, at which time he will stand for election until the annual meeting of the Company’s stockholders following his election, or his earlier resignation, retirement, or other termination of service.
There was no understanding or arrangement between Mr. Tobias and any other person pursuant to which Mr. Tobias was appointed as a director. Mr. Tobias is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Tobias is expected to serve on the Company’s Audit, Compensation and Nominating and Corporate Governance Committees.
On February 10, 2020, the Company issued a press release announcing the appointment of Mr. Tobias to the Board, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 99.1 | Press Release of the Company, dated February 10, 2020. |
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.
| Date: February 12, 2020 | SUMMIT WIRELESS TECHNOLOGIES, INC. | ||
| By: | /s/ Brett Moyer | ||
|
Name: Brett Moyer Title: Chief Executive Officer |
|||
Exhibit 99.1
Summit Wireless Appoints Head of HDMI
Licensing Rob Tobias
to its Board of Directors
San Jose, CA – February 10, 2020 -- Summit Wireless Technologies, Inc. (NASDAQ: WISA), a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems and founding member of the WiSA Association, announced the appointment of Rob Tobias, 55, to its board of directors, effective February 10, 2020. Tobias replaced Brian Herr, and the number of directors will remain at eight.
“Rob is one of the most respected leaders in consumer electronics,” said Summit Wireless President and CEO Brett Moyer. “His experience managing licensing programs for HDMI technology and his strong relationships with all the top brands in Asia will be helpful as we expand our technology offerings. We look forward to working with him as we further our mission to become a global brand trusted by both brands and consumers for wireless immersive sound.”
Tobias added, “Throughout my career, I have led efforts to drive international business growth for startups and public companies in the highly competitive and constantly evolving consumer electronics markets. I am excited to join the Summit board at a key time in its evolution. Having helped HDMI LA execute its IP licensing strategy, I expect to provide relevant and actionable guidance to Summit.”
Moyer concluded, “We thank Brian Herr for his three years of work on the Summit board, and we wish him luck with his future endeavors.”
About Rob Tobias
Rob Tobias currently serves as CEO, Chairman & President – HDMI® Licensing Administrator Inc. where he has been the strategic force behind the licensing, enforcement, compliance and growth of HDMI technology around the world. Tobias leads efforts to promote the HDMI specification as the premier digital and audio interface to the consumer electronics, mobile, PC and entertainment industries. In addition, he oversees IP enforcement with 1700 HDMI licensees and partners responsible for the release of almost nine billion HDMI products worldwide, and as such brings a recognized level of expertise working with foreign regulatory channels, customs authorities, standards development organizations, media companies, etc., to grow the business and protect the HDMI brand. Prior to joining HDMI LA, Tobias held the roles of President at MHL and Senior Director of Strategic Product Marketing and Business Development at Silicon Image.
Tobias earned a Bachelor’s degree in Electrical Engineering from UC Davis and an MBA from Santa Clara University.
About Summit Wireless Technologies, Inc.
Summit Wireless Technologies, Inc. (NASDAQ: WISA) is a leading provider of immersive, wireless sound technology for intelligent devices and next generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung, LG Electronics, Klipsch, Bang & Olufsen, Xbox, a subsidiary of Microsoft, and others, Summit Wireless delivers seamless, dynamic audio experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. Summit Wireless is a founding member of WiSA, the Wireless Speaker and Audio Association and works in joint partnership to champion the most reliable interoperability standards across the audio industry. Summit Wireless, formerly named Summit Semiconductor, Inc., is headquartered in San Jose, CA with sales teams in Taiwan, China, Japan, and Korea. For more information, please visit: www.summitwireless.com.
© 2020 Summit Wireless Technologies, Inc. All rights reserved. Summit Wireless Technologies and the Summit Wireless logo are trademarks of Summit Wireless Technologies, Inc.
The terms HDMI, HDMI High-Definition Multimedia Interface, and the HDMI Logo are trademarks or registered trademarks of HDMI Licensing Administrator, Inc.
Contact Information
Kirsten Chapman, LHA Investor Relations, +1 415-433-3777, summit@lhai.com