Current Report Filing (8-k)
June 25 2019 - 5:11PM
Edgar (US Regulatory)
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
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001-38608
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30-1135279
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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6840 Via Del Oro Ste. 280
San Jose, CA
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95119
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(Address of registrant’s principal executive office)
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(Zip code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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WISA
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The Nasdaq Capital Market
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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.
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Item 9.01
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Financial Statements and Exhibits.
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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
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SUMMIT WIRELESS TECHNOLOGIES, INC.
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By:
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/s/ Brett Moyer
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Name: Brett Moyer
Title: Chief Executive Officer
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