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) April
8, 2020 (April 8, 2020)
SUMMIT WIRELESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38608
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30-1135279
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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6840 Via Del Oro, Ste. 280
San Jose, CA
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95119
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(Address of registrant’s principal executive office)
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(Zip code)
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(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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WISA
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The Nasdaq Capital Market
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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 3.03 Material Modification
to Rights of Security Holders.
The information contained in Item 5.03
below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On April 8, 2020, Summit Wireless Technologies,
Inc. (the “Company”) filed a certificate of amendment to the Company’s certificate of incorporation, as amended
(“Certificate of Incorporation”), with the Secretary of State of the State of Delaware (the “Certificate of Amendment”),
which effects, at 4:55 p.m. Eastern Time, on April 8, 2020, a 1-for-20 reverse stock split (the “Reverse Stock
Split”) of the Company’s issued and outstanding common stock, $0.0001 par value per share (the “Common Stock”).
As a result of the Reverse Stock Split,
every twenty (20) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock (the “New
Common Stock”). The Reverse Stock Split does not affect the total number of shares of capital stock, including the Common
Stock, that the Company is authorized to issue, which shall remain as set forth pursuant to the Certificate of Incorporation. No
fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Stock Split, all of which shares of New
Common Stock shall be rounded up to the nearest whole number of such shares.
The Company’s outstanding warrants
will be adjusted as a result of the Reverse Stock Split, as required by the terms of such warrants.
As previously disclosed in a Current
Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on April 3, 2020, at a special
meeting of the Company’s stockholders held on March 31, 2020, the stockholders of the Company voted to approve the Certificate
of Amendment. On April 6, 2020, the board of directors of the Company approved and authorized the filing of the Certificate of
Amendment.
Trading of the Common Stock on a Reverse
Stock Split-adjusted basis is expected to begin at the opening of trading on April 9, 2020.
The summary of the Certificate of Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On April 8, 2020, the Company issued
a press release with respect to the effectiveness of the Reverse Stock Split. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements
and 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.
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Date: April 8, 2020
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SUMMIT WIRELESS TECHNOLOGIES, INC.
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By:
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/s/ Brett Moyer
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Name: Brett Moyer
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Title: Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SUMMIT WIRELESS TECHNOLOGIES, INC.
Summit Wireless
Technologies, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:
FIRST: The name of the Corporation is Summit
Wireless Technologies, Inc.
SECOND: This Certificate of Amendment (this
“Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, and
any amendments thereto (the “Certificate of Incorporation”), last amended by the certificate of amendment to
the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 11, 2018.
THIRD: Article Fourth of the Certificate
of Incorporation is hereby amended by inserting the following provision below the last sentence in Article Fourth of the Certificate
of Incorporation:
“Common Stock.
Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock registered in the holder’s
name on the books of the Corporation on all matters submitted to a vote of stockholders except as the right to exercise such vote
may be limited by the provisions of this Certificate of Incorporation or of any class or series of Preferred Stock established
hereunder. The holders of Common Stock shall be entitled to such dividends as may be declared by the Board from time to time, provided
that required dividends, if any, on Preferred Stock have been paid or provided for. In the event of the liquidation, dissolution,
or winding up, whether voluntary or involuntary, of the Corporation, the assets and funds of the Corporation available for distribution
to stockholders, and remaining after the payment to holders of Preferred Stock of the amounts, if any, to which they are entitled,
shall be divided and paid to the holders of Common Stock according to their respective shares.
After the filing of this certificate
of amendment with the Secretary of State of the State of Delaware, at 4:55 P.M., Eastern Time, on April 8, 2020 (the “Effective
Time”), each twenty (20) outstanding shares of Common Stock (the “Old Common Stock”) shall be combined
and converted into one (1) share of Common Stock (the “New Common Stock”). This reverse stock split (the
“Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital
stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article Fourth.
The Reverse Split shall occur
without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates
representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in
a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up
to the nearest whole number of such shares. All references to “Common Stock” in the Corporation’s certificate
of incorporation, as amended, shall be to the New Common Stock.
The Reverse Split will be effectuated
on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that the Reverse Split will be effectuated
on a certificate-by-certificate basis for shares held by registered holders. Certificates dated as of a date prior to the Effective
Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to
one share of New Common Stock for each twenty (20) shares of Old Common Stock as shall be reflected on the face of the certificates
for the New Common Stock, rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates
evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing
the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder
notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
Notwithstanding the
foregoing, the language under this Article Fourth shall not be amended in any other way.
FOURTH: This Certificate of Amendment was
duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 7th day of April, 2020.
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SUMMIT WIRELESS TECHNOLOGIES, INC.
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By:
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Name:
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Brett Moyer
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Title:
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Chief Executive Officer
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Exhibit 99.1
Summit Wireless Technologies Announces
1-for-20 Reverse Stock Split
San Jose, CA –
April 8, 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 that its Board of Directors has approved a 1-for-20 reverse split (the "Reverse Stock Split") of its common
stock (the "Common Stock") that will become effective on Thursday, April 9, 2020. The Common Stock will begin trading
on a split-adjusted basis on that day under the new CUSIP number 86633R 203.
Information to Stockholders
VStock Transfer, LLC
is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates
regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in brokerage accounts
or "street name" are not required to take any action to effect the exchange of their shares of Common Stock following
the Reverse Stock Split. VStock Transfer, LLC may be reached for questions at (212) 828-8436.
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 is headquartered in San Jose, CA with sales teams in Taiwan,
China, Japan, and Korea. For more information, please visit: www.summitwireless.com.
* WiSA Ready TVs, gaming PCs and console systems are "ready"
to transmit audio to WiSA Certified speakers when a WiSA USB Transmitter is plugged in and a user interface is activated through
an APP or product design like LG TVs.
© 2020 Summit Wireless Technologies, Inc. All rights reserved.
Summit Wireless Technologies and the Summit Wireless logo are trademarks of Summit Wireless Technologies, Inc. The WiSA logo, WiSA,
WiSA Ready, and WiSA Certified are trademarks, or certification marks of WiSA LLC. Third-party trade names, trademarks and product
names are the intellectual property of their respective owners and product names are the intellectual property of their respective
owners.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially
from those indicated by these forward-looking statements as a result of risks and uncertainties impacting Summit Wireless’
business including, current macroeconomic uncertainties associated with the COVID-19 pandemic, our ability to predict the timing
of design wins entering production and the potential future revenue associated with our design wins; our rate of growth; our ability
to predict customer demand for our existing and future products and to secure adequate manufacturing capacity; consumer demand
conditions affecting our customer’s end markets; our ability to hire, retain and motivate employees; the effects of competition,
including price competition; technological, regulatory and legal developments; developments in the economy and financial markets
and other risks detailed from time to time in Summit Wireless’ filings with the Securities and Exchange Commission.
Contact Information
Kirsten Chapman, LHA Investor Relations, 415.433.3777, summit@lhai.com