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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
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January 3, 2022
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Date of Report (Date of earliest event reported)
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SUMMER INFANT,
INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33346
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20-1994619
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of Incorporation)
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Identification No.)
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1275 PARK EAST DRIVE
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WOONSOCKET, rhode island 02895
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(Address of Principal Executive Offices) (Zip Code)
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(401) 671-6550
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(Registrant's telephone number, including area code)
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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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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
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SUMR
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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 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On January 3, 2022, Summer Infant, Inc.
(the “Company”) entered into an amendment (the “Amendment”) to the existing engagement letter between the Company
and Riveron RTS, LLC (formerly Winter Harbor LLC), originally dated December 9, 2019 and further amended on February 28, 2020
and November 30, 2020 (the “Engagement Letter”). The Amendment modified the Engagement Letter to increase the weekly
rate of compensation payable from $40,000 to $46,000. As previously disclosed, neither Stuart Noyes, the Company’s CEO and a member
of the Company’s Board of Directors, nor Bruce Meier, the Company’s Interim CFO, will receive any compensation from the Company
for their services, rather, the Company compensates Riveron in accordance with the Engagement Letter, as amended.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as
Exhibit 10.1 and is incorporated herein by this 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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SUMMER INFANT, INC.
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Date: January 7, 2022
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By:
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/s/ Bruce Meier
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Bruce Meier
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Interim Chief Financial Officer
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Exhibit 10.1
PROPRIETARY AND CONFIDENTIAL
Third Amendment to Engagement Letter
This Third Amendment (the “Third Amendment”) is to the
Interim Chief Executive Officer Services Engagement Letter, effective as of December 9, 2019, and amended on February 28, 2020
and November 30, 2020, between Riveron RTS, LLC (formerly Winter Harbor LLC) ("Riveron") and Summer Infant, Inc. and
its various affiliates and subsidiaries (collectively, the "Company") (as amended, the “Original Engagement Letter”).
The parties hereby agree to amend the Original Engagement Letter as
follows:
The section Fees and Expenses shall be modified as follows:
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·
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The weekly fee for
services provided will increase from $40,000 to $46,000, starting the week of January 2,
2022.
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·
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Out-of-pocket expenses (including transportation, lodging, meals, communications,
supplies, etc.) will be billed weekly and at the actual amounts incurred.
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This Third Amendment shall be deemed effective upon execution of this
Third Amendment by each of the parties below. Except to the extent expressly provided in this Third Amendment, the terms and conditions
of the Original Engagement Letter shall remain in full force and effect. This Third Amendment and the Original Engagement Letter constitute
and contain the entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings
and communications between the parties, whether written or oral, respect the subject matter hereof.
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RIVERON
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SUMMER INFANT, INC.
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By:
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/s/ Stuart Noyes
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By:
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/s/ Mary Beth Schneider
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Name:
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Stuart Noyes
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Name:
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Mary Beth Schneider
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Title:
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Senior Managing Director
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Title:
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SVP, General Counsel and Compliance
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Date:
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January 3, 2022
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Date:
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January 3, 2022
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RIVERON │ 265 Franklin Street,
10th Floor, Boston, MA 02110 │ RIVERON.COM