Datavault AI Inc. 10-Q

Item 5. 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”). 41 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. In 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; and (ii) a 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 Shares. Item 6. Exhibits Exhibit Number Description 4.1 Form of Amendment to Common Stock Purchase Warrant 4.2 Form of Common Stock Purchase Warrant 10.1 Form of Settlement and Release Agreement, dated November 9, 2020, by and among the Company and each Holder 10.2 Form of Registration Rights Agreement, dated November 9, 2020, by and among the Company and the Holders 10.3 Form of Leak-Out Agreement, dated November 9, 2020, by and between the Company and each Holder 10.4 Lease Agreement by and between Portland 2 LLC and the Company, dated August 18, 2020. 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.DEF XBRL Definition Linkbase Document 101.LAB XBRL Label Linkbase Document 101.PRE XBRL Presentation Linkbase Document In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. 42 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, thereunto duly authorized. Summit Wireless Technologies, Inc. Date: November 10, 2020 By: /s/ Brett Moyer Brett Moyer Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) Date: November 10, 2020 By: /s/ George Oliva George Oliva Principal Financial Officer (Duly Authorized Officer and Principal Financial Officer) 43