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) June 23, 2020 (June 19, 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 Sam Runco from the Board of Directors

 

On June 19, 2020, Sam Runco notified Summit Wireless Technologies, Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective June 19, 2020. Mr. Runco served on the Nominating and Corporate Governance Committee of the Board. Mr. Runco is not resigning due to any disagreement between the Company and Mr. Runco, or any matter related to the Company’s operations, policies or practices. 

 

Appointment of Sri Peruvemba to the Board of Directors

 

On June 22, 2020, the Board, pursuant to its powers under the Company’s bylaws, appointed Sri Peruvemba as a member of the Board to replace Mr. Runco, effective June 22, 2020. Mr. Peruvemba 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. Peruvemba and any other person pursuant to which Mr. Peruvemba was appointed as a director. Mr. Peruvemba is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Peruvemba was also appointed to serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee.

 

On June 22, 2020, the Company issued a press release announcing the appointment of Mr. Peruvemba 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 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 June 22, 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: June 23, 2020 SUMMIT WIRELESS TECHNOLOGIES, INC.  
       
  By:  /s/ Brett Moyer  
   

Name: Brett Moyer

Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

Summit Wireless Technologies Appoints Sri Peruvemba, Global Marketing Expert, to the Board of Directors

 

June 22, 2020 07:05 AM Eastern Daylight Time

 

SAN JOSE, Calif.--(BUSINESS WIRE)--Summit Wireless Technologies, Inc. (Nasdaq: WISA), a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems, announced it has appointed Sri Peruvemba to the board of directors effective June 22, 2020, replacing Sam Runco, who will retire from the board after 10 years of service. The board count will remain at eight.

 

Brett Moyer, Chief Executive Officer, President and Chairman, stated, “As we gain traction establishing Summit technology as the standard for wireless immersive sound among brands and ODMs, we are increasing our market awareness initiatives. We welcome Sri, a global technology marketing expert, to the board. He has been instrumental in driving sales growth for numerous companies, including high-tech start-ups. We are excited to incorporate his ideas as we tackle the soundbar market and extend our leadership in speakers as well as speakerless and 8K TVs.”

 

Moyer added, “Sam Runco is renowned as a founder of home theater industry and a key innovator in consumer electronics. On the Summit board since our inception and as a founding member of the WiSA Association, Sam has provided invaluable guidance and market knowledge. As we wish Sam well in his endeavors, we thank him for his decade of service and significant contributions.”

 

Sriram (Sri) Peruvemba

 

Peruvemba is CEO of Marketer International Inc., a marketing services firm specializing in the global high-tech industry. Peruvemba was previously Chief Marketing Officer for E Ink Holdings, where he played a major role in transforming the startup to a $1 plus billion global ePaper company. With over 30 years of experience in the technology industry, Peruvemba has been an influential advocate in the advancement of electronic hardware technologies. He is an acknowledged expert on sensors, electronic displays, haptics, touch screens, electronic materials and related technologies; and consults, writes, and presents on those subjects globally. Peruvemba has also held senior level positions at Sharp Corp, Cambrios, Novasentis, TFS Inc. and Planar Systems. Based in Silicon Valley, Peruvemba advises high tech firms in the U.S., Canada, and Europe as well as serves on the boards of Visionect, Omniply and The Society for Information Display (SID). Peruvemba has BS from R. V. College of Engineering, Bangalore; an MBA from Barton School of Business, WSU; and a post-graduate diploma in management from Indira Gandhi National 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 association with WiSA’s members to champion what Summit Wireless believes are 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.

 

 

 

 

About WiSA, LLC

 

WiSA, the (Wireless Speaker and Audio) Association is a consumer electronics consortium dedicated to creating interoperability standards utilized by leading brands and manufacturers to deliver immersive sound via intelligent devices. WiSA Certified components from any member brand can be combined to dramatically increase the enjoyment of movies and video, music, sports, gaming/esports, and more. WiSA also ensures robust, high definition, multi-channel, low latency audio while eliminating the complicated set-up of traditional audio systems. For more information about WiSA, please visit: www.wisaassociation.org.

 

* 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. hereof or as of the date otherwise stated herein. 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.

 

Note on Forward-looking Statements

 

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 and include statements about the intended use of proceeds and expected closing of the offering. 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, the public offering and the satisfaction of closing conditions related to such offering, 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.

 

 

 

 

Contacts

Kirsten Chapman, LHA Investor Relations, 415.433.3777, summit@lhai.com