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): September 14, 2018, (September 11, 2018)
SUMMIT WIRELESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38608 | 27-3107828 | ||
|
(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)
Summit Semiconductor, Inc.
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
| ¨ | 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)) |
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 5.03. Amendments to Articles of Incorporation or Bylaws.
Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company, as previously amended, filed with the Secretary of State of the State of Delaware on September 11, 2018 and effective as of 3:08 p.m. (Eastern time) on September 11, 2018 (the “Certificate of Amendment”), the Company has changed its name to Summit Wireless Technologies, Inc. (the “Name Change”). Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change does not require approval of the Company’s stockholders. The Name Change will not affect the rights of the Company’s security holders.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits . |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on September 11, 2018 |
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: September 14, 2018 | SUMMIT WIRELESS TECHNOLOGIES, INC. | |
| By: | /s/ Brett Moyer | |
| Name: Brett Moyer | ||
| Title: Chief Executive Officer | ||
Exhibit 3.1
| S t a t e of Delaw a re | |
| Secre t a ry o f S tat e | |
| Di v i sio n o f Cor p oratio n s | |
| D e li v ered 03:08 PM 09 / 11 / 20 1 8 | |
| FILED 03:08 PM 09 / 11 /2 0 1 8 | |
| S R 20 1 8659 7 933 - F il e N um ber 4 823903 |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SUMMIT SEMICONDUCTOR, INC.
September 11, 2018
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Summit Semiconductor, Inc., a Delaware corporation (the “ Corporation ”), does hereby certify as follows:
1. Article First of the certificate of incorporation, as amended, of the Corporation (the “ Certificate of Incorporation ”) is hereby amended to read in its entirety as set forth below:
“ First: The name of this Corporation is Summit Wireless Technologies, Inc.”
2. The amendment to the Certificate of Incorporation effected by this Certificate of Amendment was duly authorized by the board of directors of the Corporation by written consent in accordance with the provisions of Sections 242 and 141(f) of the General Corporation Law of the State of Delaware.
3. The foregoing amendment shall be effective as of the time this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the date first written above.
| SUMMIT SEMICONDUCTOR, INC. | ||
| By: | /s/ Brett Moyer | |
| Name: Brett Moyer | ||
| Title: Chief Executive Officer | ||