What changed in this filing

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Item 5. Other Information

2021-05-12 compared with 2020-11-10 · 38 added, 47 removed, 12 unchanged (88% 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

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

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

On January 6, 2021, the Company notified

Nasdaq that effective January 1, 2021, Helge Kristensen, a current director of the Company and a member of the audit committee of

the Company’s board of directors, may no longer be considered an independent director, as such term is defined in Nasdaq Listing

Rule 5605(a)(2).

On January 14, 2021, the Company received a letter from Nasdaq confirming that the Company is not in compliance

with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605 and that consistent

with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq provided the Company a “cure period”

regain compliance until the earlier of (i) the Company’s next annual stockholders’

meeting or (ii) January 1,

or if the next annual stockholders’

meeting is held before June 30, 2021, then the Company must evidence compliance with

such rule no later than June 30, 2021.

Nasdaq also informed the Company that if it does not regain compliance with both of the

Nasdaq Independence Requirements, within the applicable “cure period,”

Nasdaq will provide written notification to the Company

that its securities will be delisted from Nasdaq.

On April 19, 2021, as a result of the Company’s

appointment of Robert Tobias to the audit committee effective as of March 14, 2021, Nasdaq notified the Company that it determined

that the Company regained compliance with Nasdaq’s audit committee requirements and the matter was closed.

On May 12, 2021, as a

result of the Company’s appointment of Wendy Wilson to the Company’s board of directors effective as of May 6, 2021, Nasdaq

notified the Company that it determined that the Company regained compliance with Nasdaq’s independent director requirements and

the matter was closed.

Certification of Principal

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

Certification of Principal

Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

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

5 unchanged sentences

XBRL Presentation Linkbase Document

In accordance with SEC Release 33-8238,

Exhibits 32.1 and 32.2 are being furnished and not filed.

In accordance with SEC Release 33-8238, Exhibits

32.1 and 32.2 are being furnished and not filed.

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

Summit Wireless Technologies, Inc.

November 10, 2020

/s/ Brett Moyer

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.

Chief Executive Officer

(Duly Authorized Officer and Principal Executive

November 10, 2020

/s/ George Oliva

(Duly Authorized Officer and Principal Executive Officer)

Principal Financial Officer

(Duly Authorized Officer and Principal Financial

(Duly Authorized Officer and Principal Financial Officer)

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