What changed in this filing

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Item 5. Other Information

2020-11-10 compared with 2020-08-13 · 37 added, 6 removed, 22 unchanged (66% of the section changed)

Other Information

As previously disclosed in the Current

Report on the Form 8-K filed on March 3, 2020 with the SEC, on February 28, 2020, the Company issued to certain investors (the

“Holders”) units (the “Units”), which consisted of an aggregate of (i) 1,821,030 shares (“Original

Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (or 91,062 Original

Shares after giving effect to the Company’s one-for-twenty reverse stock split, effective on April 9, 2020 (the “Reverse

Split”)), and (ii) warrants to purchase an aggregate of 910,509 shares of Common Stock (“Original Warrants”)

(or 45,534 Original Warrants after giving effect to the Reverse Split), which Units were issued to the Holders at a price per Unit

of $0.4585 (or $9.17 per Unit after giving effect to the Reverse Split) pursuant to certain Unit Purchase Agreement, dated February

4, 2020 and certain Subscription Agreement, dated February 28, 2020 by and among the Company and the Holders (collectively with

other related transaction documents, the “Original Agreements”).

On November 9, 2020, in order to resolve

a dispute between the Holders and the Company regarding certain registration rights in connection with the Original Agreements,

the Company entered into a Settlement Agreement with each of the Holders, pursuant to which (i) the Company and the Holders agreed

to amend the Original Warrants (the “Amended Warrants”) to provide for the purchase of one additional share of Common

Stock for each share of Common Stock available under the Original Warrants, (ii) the Company and the Holders agreed to amend the

Original Warrants to reduce the exercise price to$2.55, and (iii) the Company agreed to issue an additional 236,375 shares of

Common Stock and 236,369 common stock purchase warrants to purchase up to 236,369 shares of Common Stock.

As consideration for

the foregoing, the Holders agreed to release any and all claims they may have against the Company, including, but not limited

to, claims arising in connection with any Original Shares, Original Warrants, and Amended Warrants held by the Holders.

connection with the Settlement Agreement, on November 9, 2020, the Company also entered into (i) a registration rights agreement

with the Holders, pursuant to which the Company agreed within 45 days of the date of the Settlement Agreement to file with the

SEC a registration statement on Form S-3 (or other applicable registration statement under the Securities Act of 1933, as amended)

covering the resale of all the Additional Warrant Shares, the Settlement Shares and the Settlement Warrant Shares;

leak-out agreement with each Holder (the “Leak-Out Agreement”), pursuant to which each Holder is not permitted to

sell more than 10% of the number of shares of Common Stock held by such Holder in any trading day, commencing on November 9 , 2020 (the date of the Leak-Out Agreement) and ending on the date on which each of such Holder no longer holds any Settlement

Form of Amendment to Common Stock Purchase Warrant

Form of Common Stock Purchase Warrant

of Settlement and Release Agreement, dated November 9, 2020, by and among the Company and

Form of Registration Rights

Agreement, dated November 9, 2020, by and among the Company and the Holders

of Leak-Out Agreement, dated November 9, 2020, by and between the Company and each Holder

Lease Agreement by and between Portland 2 LLC and the Company, dated August 18, 2020.

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

15 unchanged sentences

Summit Wireless Technologies, Inc.

August 13, 2020

November 10, 2020

/s/ Brett Moyer

Chief Executive Officer

(Duly Authorized Officer and

Principal Executive Officer)

August 13, 2020

(Duly Authorized Officer and Principal Executive

November 10, 2020

/s/ George Oliva

Principal Financial Officer

(Duly Authorized Officer and

Principal Financial Officer)

(Duly Authorized Officer and Principal Financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information