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
24, 2020 (April 23, 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. ¨
Notification
of Compliance with Nasdaq Listing Rule 5550(a)(2)
As initially disclosed
in a Current Report on Form 8-K filed on October 22, 2019 by Summit Wireless Technologies, Inc. (the “Company”) with
the U.S. Securities and Exchange Commission (the “SEC”), on October 16, 2019, the Company was officially notified by
The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing
bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), was below $1.00 per
share for the previous thirty (30) consecutive business days (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq
Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, or until April 13, 2020, to regain compliance
with the Minimum Bid Price Requirement. In order to have regained compliance, the closing bid price of the Common Stock would have
had to meet or exceed $1.00 per share for at least ten (10) consecutive business days during the 180-calendar day grace period.
During such compliance period, the closing bid price of the Common Stock did not satisfy this requirement.
Consequently, as previously disclosed in
a Current Report on Form 8-K filed by the Company on April 21, 2020 with the SEC, on April 20, 2020, the Company received another
notice from Nasdaq stating that the Company had not regained compliance with the Minimum Bid Price Requirement and was not eligible
for a second 180-calendar day grace period, as the Company did not comply with Nasdaq Listing Rule 5505(b), which requires a minimum
of $5,000,000 in stockholders’ equity for initial listing, among other listing criteria.
However,
on April 23, 2020, the Company received a notice from Nasdaq that the Nasdaq staff had determined that for the last ten (10) consecutive
business days, from April 9, 2020 through April 23, 2020, the closing bid price of the Common Stock had been $1.00 per share or
greater. Accordingly, the Company has regained compliance with the Minimum Bid Price Requirement and the matter has closed.
Closing of Public Offering
On April 23, 2020, the Company closed an
underwritten public offering (the “Offering”) for gross proceeds of approximately $6.5 million, before deducting underwriting
discounts and commissions and estimated offering expenses of (i) 1,525,000 shares of Common Stock and accompanying common stock
purchase warrants (the “Warrants”) to purchase up to an aggregate of 1,525,000 shares of Common Stock at a combined
public price of $3.25 per share of Common Stock and accompanying Warrant, (ii) pre-funded common stock purchase warrants to purchase
up to an aggregate of 475,000 shares of Common Stock (the “Pre-Funded Warrants”), and accompanying Warrants at a combined
public offering price of $3.24 per Pre-Funded Warrant and accompanying Warrant and (iii) Warrants to purchase up to an aggregate
of 100,000 shares of Common Stock, which Underwriters’ Warrants are issuable to Maxim Group LLC, as the representative of
the underwriters named therein (the “Representative”), pursuant to that certain underwriting agreement, dated as of
April 21, 2020, between the Company and the Representative (the “Underwriting Agreement”). Pursuant to the Underwriting
Agreement, the Company granted an option to the Representative to purchase up to an aggregate of 300,000 additional shares of Common
Stock and/or Warrants to purchase up to an additional 300,000 shares of Common Stock within 45 days after the date of the prospectus
forming a part of the registration statement for the Offering to cover over-allotments. On April 21, 2020, the Representative partially
exercised such over-allotment option and purchased Warrants exercisable for up to an aggregate of 229,100 additional shares of
Common Stock, which resulted in additional gross proceeds to the Company of $2,291, excluding underwriting discounts and commissions.
On April 24, 2020, the Company issued a press release announcing
that the Company has regained compliance with the Minimum Bid Price Requirement, 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.
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Item 9.01
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Financial Statements and Exhibits.
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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 24, 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
Title: Chief Executive Officer
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Exhibit
99.1
Summit Wireless Technologies Regains
Compliance
with Nasdaq Minimum Bid Price Requirement
San Jose, CA –
April 24, 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 today that it has received written notification from Nasdaq that
the Company has regained compliance with Nasdaq’s minimum bid price requirement of at least $1.00 per share under Nasdaq
Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Accordingly, the Company’s common stock will
continue to be listed on The Nasdaq Capital Market and Nasdaq considers the matter closed.
The Company had previously been notified by Nasdaq on October
16, 2019, that the Company’s closing bid price per share had been below $1.00 for a period of 30 consecutive business days
and that the Company did not meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). According to the notification
letter, the Company had 180 days to regain compliance by meeting or exceeding the minimum bid price for a period of at least 10
consecutive trading days, but the closing bid price of the Company’s common stock did not satisfy this requirement. Subsequently
however, today Nasdaq notified the Company that it has determined that the closing bid price of the Company’s common stock
for the 10 consecutive business days from April 9, 2020 through April 23, 2020 had been at least $1 per share. Accordingly, the
Company has regained compliance with the minimum bid price requirement, and the matter is closed.
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.
© 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. In some cases, forward-looking statements can be identified by terminology such as "may," "should,"
"potential," "continue," "expects," "anticipates," "intends," "plans,"
"believes," "estimates," and similar expressions. 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, Summit Wireless’ ability to predict the timing of design wins entering production and the potential
future revenue associated with Summit Wireless’ design wins; Summit Wireless’ rate of growth; Summit Wireless’
ability to predict customer demand for its existing and future products and to secure adequate manufacturing capacity; consumer
demand conditions affecting Summit Wireless’ customer’s end markets; Summit Wireless’ 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 SEC. The information in this press release is provided only as of the date of this press release, and Summit Wireless
undertakes no obligation to update any forward-looking statements contained in this press release based on new information, future
events, or otherwise, except as required by law. Summit disclaims any obligation to update these forward-looking statements.
Contact Information
Kirsten Chapman, LHA Investor Relations, 415.433.3777, summit@lhai.com