Item 1.01
|
Entry into a Material Definitive Agreement.
|
On June 7, 2021, Summit Wireless
Technologies, Inc. (the “Company”) entered into letter agreements (the “Inducement Agreements”) with holders
(the “Holders”) of common stock purchase warrants previously issued by the Company to the Holders pursuant to two
private placements conducted concurrently with registered direct public offerings of the Company’s securities that closed on
June 8, 2020 and June 11, 2020, and which were still outstanding and had not been previously exercised (the “Existing
Warrants”).
Pursuant to the Inducement Agreements, as an inducement
and in consideration for a Holder’s exercise of the Existing 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 Existing Warrants. The New Warrants are immediately exercisable
upon issuance at an exercise price of $4.46 per share, which is greater than the average closing price of the Common Stock on the Nasdaq
Capital Market for the five trading days prior to and including June 7, 2021, have an expiration date of June 8, 2026 and are exercisable
on a cashless basis if the shares of Common Stock issuable upon exercise of the New Warrants 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 Existing Warrants for
an aggregate of 1,000,000 shares of Common Stock, resulting in gross proceeds to the Company of $2,584,800, and the Holders will receive
New Warrants exercisable for an aggregate of up to 250,000 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 August 6, 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 December 5, 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.
Maxim Group LLC (“Maxim”) has provided
services as the exclusive solicitation agent, pursuant to the terms of an engagement letter, dated June 7, 2021 (the “Solicitation
Agreement”). Pursuant to the Solicitation Agreement, the Company has agreed to pay Maxim a cash fee equal to $180,936, which is
equal to 7% of the total net proceeds received from the exercise of the Existing Warrants. In addition, pursuant to the Solicitation Agreement,
the Company granted Maxim a right of first refusal, for a period of 280 days from the date Existing Warrants are exercised, to act as
lead manager or lead placement agent in any and all future private or public equity offerings conducted by the Company.
The Company intends to use the proceeds of any
exercise of the Existing Warrants for working capital and general corporate purposes.
The foregoing descriptions of the Inducement Agreements,
the Solicitation Agreement, and the New Warrants are qualified in their entirety by reference to the full text of such Inducement Agreements,
Solicitation Agreement, and New Warrants, the forms of which are attached as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current
Report on Form 8-K, and which are incorporated herein in their entirety by reference.