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 25, 2019 (June 19, 2019)

 

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 Michael A. Fazio from the Board of Directors

 

On June 19, 2019, Michael A. Fazio notified Summit Wireless Technologies, Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective June 19, 2019. Mr. Fazio is resigning to focus on managing MARCorp Financial LLC, a private equity firm located in Chicago, and not due to any disagreement between the Company and Mr. Fazio, or any matter related to the Company s operations, policies or practices. 

 

Appointment of Lisa Cummins Dulchinos to the Board of Directors

 

On June 24, 2019, the Board, pursuant to its powers under the Company’s bylaws, appointed Lisa Cummins Dulchinos as a member of the Board to replace Mr. Fazio. Ms. Dulchinos will serve as a director until the next annual meeting of the Company’s stockholders, at which time she will stand for election until the annual meeting of the Company’s stockholders following her election, or her earlier resignation, retirement or other termination of service.

 

Ms. Dulchinos currently serves as Chief Financial Officer and Chief Operating Officer for Ayar Labs, a venture backed startup that is developing an optical based “chiplet” to provide high speed, high density & low power to replace traditional electrical based input/output. She joined Ayar Labs in January 2019 after overseeing a successful sale of Penguin Computing, a private equity backed company, to Smart Global Holdings in June 2018. Prior to that, from May 2007 to October 2012, she served as Chief Financial Officer at Adept Technology, a NASDAQ publicly traded global robotics company, where she oversaw investor relations, led SOX compliance, completed multiple acquisitions, and secured bank and equity financing including a secondary public offering. Ms. Dulchinos brings over 25 years of experience as a growth-oriented financial executive in global high-tech organizations. Ms. Dulchinos earned a Business Economics degree from the University of California Santa Barbara and a Masters in Business Administration from St. Mary’s College.

 

There was no understanding or arrangement between Ms. Dulchinos and any other person pursuant to which Ms. Dulchinos was appointed as a director. Ms. Dulchinos is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Dulchinos is expected to serve on the Company’s Audit Committee.

 

On June 24, 2019, the Company issued a press release announcing the resignation of Mr. Fazio and the appointment of Ms. Dulchinos 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 the 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 24, 2019 .

  

 

 

 

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 25, 2019 SUMMIT WIRELESS TECHNOLOGIES, INC.  
       
  By: /s/ Brett Moyer  
   

Name: Brett Moyer

Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Summit Wireless Strengthens its Board of Directors with the Appointment of Lisa Cummins Dulchinos

 

-Seasoned CFO Brings Years of Industry Expertise to the Company -

 

San Jose, CA – June 24, 2019 -- 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, today announced the appointment of Lisa Cummins Dulchinos, 49, to its Board of Directors. She will replace Michael Fazio and the number of directors will remain at eight.

 

“We are thrilled to have Lisa join our board,” said Summit Wireless President and CEO Brett Moyer. “She is a seasoned CFO who has led financial and operational teams at both private and public companies. Lisa not only has experience in M&A and strategic partnerships, she understands the semiconductor business. Her skills and experience will be key to Summit as we move toward our goal of establishing the WiSA standard as the brand trusted by consumers for wireless immersive sound for smart devices.”

 

Moyer concluded, “Michael Fazio is leaving to focus on managing MARCorp Financial LLC, a private equity firm located in Chicago. Michael has been instrumental in building Summit Wireless and we thank him for his years of service.”

 

About Lisa Cummins Dulchinos

Lisa Cummins Dulchinos currently serves as Chief Financial Officer and Chief Operating Officer for Ayar Labs, a venture backed startup that is developing an optical based “chiplet” to provide high speed, high density & low power to replace traditional electrical based IO. She joined Ayar Labs in January 2019 after overseeing a successful sale of Penguin Computing, a private equity backed company, to Smart Global Holdings in June 2018. Prior to that, she was Chief Financial Officer at Adept Technology, a NASDAQ publicly traded global robotics company, where she oversaw investor relations, led SOX compliance, completed multiple acquisitions, and secured bank and equity financing including a secondary public offering. Cummins brings over 25 years of experience as a growth oriented financial executive in global high-tech organizations. Lisa earned a Business Economics degree from University of California Santa Barbara and a Masters in Business Administration from St. Mary’s College.  

 

 

 

 

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, formerly named Summit Semiconductor, Inc., is headquartered in San Jose, CA with sales teams in Taiwan, China, Japan, and Korea. For more information, please visit: www.summitwireless.com.

 

© 2019 Summit Wireless Technologies, Inc. All rights reserved. Summit Wireless Technologies and the Summit Wireless logo are trademarks of Summit Wireless Technologies, Inc.

 

Contact Information

Mary Magnani and Kirsten Chapman, LHA Investor Relations, +1 415-433-3777, summit@lhai.com