Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2021, Summit Wireless Technologies, Inc. (the "Company") entered
into letter agreements (the "Inducement Agreements") with holders (the
"Holders") of common stock purchase warrants (collectively, the "Original
Warrants") previously issued by the Company to the Holders pursuant to (i) a
private placement in February 2020 and (ii) settlement agreements and releases,
each dated November 9, 2020.
Pursuant to the Inducement Agreements, as an inducement and in consideration for
a Holder's exercise of the Original Warrants for some or all of the shares of
common stock, par value $0.0001 per share (the "Common Stock") available
thereunder, the Company has agreed to deliver to each such Holder new common
stock purchase warrants (the "New Warrants") to purchase a number of shares of
Common Stock equal to 25% of the number of shares of Common Stock issued to such
Holder in connection with its exercise of its Original Warrants. The New
Warrants are immediately exercisable upon issuance at an exercise price of $4.20
per share, which is greater than the closing price of the Common Stock of $4.16
on the Nasdaq Capital Market on January 15, 2021, have an expiration date of
January 20, 2026 and are exercisable on a cashless basis if the New Warrant
Shares have not been registered by the Company on a registration statement on or
before 6 months after the date of issuance and there is no currently effective
registration statement covering the New Warrants at the time of exercise.
Pursuant to the Inducement Agreements, Holders have agreed to exercise Original
Warrants for an aggregate of 118,048 shares of Common Stock resulting in
approximate gross proceeds to the Company of $301,022, and the Holders will
receive New Warrants exercisable for an aggregate of up to 29,512 shares of
Common Stock.
Pursuant to the terms of the Inducement Agreements and the New Warrants, the
Company has agreed to file a registration statement on or before March 20, 2021
to register the shares of Common Stock underlying the New Warrants for resale
and to use its commercially reasonable efforts to have such registration
statement declared effective on or before July 18, 2021.
The Inducement Agreements contain customary representations, warranties, and
covenants by the Company and each of the Holders. In addition, pursuant to the
Inducement Agreements, the Company has agreed that neither it nor any of its
subsidiaries will issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of Common Stock or securities
exercisable for or convertible into shares of Common Stock, or file any
registration statement, or amendment or supplement thereto, with the U.S.
Securities and Exchange Commission ("SEC") within fifteen (15) trading days of
the date of the Inducement Agreements, subject to certain limited exceptions
provided in the Inducement Agreements.
The Company intends to use the proceeds of any exercise of Original Warrants for
working capital and general corporate purposes.
The foregoing descriptions of the Inducement Agreements and the New Warrants are
qualified in their entirety by reference to the full text of such Inducement
Agreements and New Warrants, the forms of which are attached as Exhibits 10.1
and 4.1, respectively, to this Current Report on Form 8-K, and which are
incorporated herein in their entirety by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable disclosure set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference into this Item 3.02. The Company is
issuing the New Warrants and will issue the shares of Common Stock issuable upon
exercise of the New Warrants, in each case in reliance upon the exemption from
registration contained in Section 4(a)(2) of the Securities Act. The New
Warrants issued, or any shares of Common Stock issued upon the exercise of the
New Warrants, may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure.
On January 19, 2021, we published the press release, which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference, which reports exercises of
the Company's outstanding warrants during the fourth quarter of 2020 and during
January 2021, prior to the warrant exercises reported in Items 1.01 and 3.02 of
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No. Description
4.1 Form of New Warrant.
10.1 Form of Inducement Agreement.
99.1 Press Release of the Company, dated January 19, 2021.
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