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) May 28, 2020 (May 27, 2020)

  

SUMMIT WIRELESS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-38608 30-1135279

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

  

6840 Via Del Oro, Ste. 280

San Jose, CA

95119
(Address of registrant’s principal executive office) (Zip code)

 

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which
registered

Common Stock, par value

$0.0001 per share

  WISA   The Nasdaq Capital Market

 

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. ¨

  

 

 

  

 

  

Item 2.02 Results of Operations and Financial Condition.

 

On May 27, 2020, Summit Wireless Technologies, Inc. (the “Company”) issued a press release providing an update for the Company’s first quarter 2020, expected customer product rollout, and recent highlights. The press release is attached hereto as Exhibit 99.1.

 

In addition, the Company released updated presentation materials that incorporate the Company’s first quarter 2020 update, expected customer product rollout, and recent highlights. The updated presentation materials are attached hereto as Exhibit 99.2.

 

The information contained in this Current Report on Form 8-K (including the exhibits attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.   

 

Item 7.01 Regulation FD Disclosure.

 

Reference is made to the disclosure set forth in Item 2.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

 

Forward-Looking Statements

 

Exhibits 99.1 and 99.2 contain, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.  

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

No.   Description
99.1   Press Release of the Company, dated May 27, 2020.
99.2   May 27, 2020 Presentation Materials of Summit Wireless Technologies, Inc.

  

  

 

  

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: May 28, 2020

SUMMIT WIRELESS TECHNOLOGIES, INC.

 
       
  By: /s/ Brett Moyer  
    Name: Brett Moyer  
    Title: Chief Executive Officer  

  

  

 

 

 

 

 

Exhibit 99.1

 

Summit Wireless Technologies Provides First Quarter 2020 Update

- Extends 8K TV Leadership to a Third Brand -

 

San Jose, CA – May 27, 2020 -- Summit Wireless Technologies, Inc. (NASDAQ: WISA), a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems and founding member of the WiSA Association, provided an update for the first quarter ended March 31, 2020.

 

“Consumers’ interest in wireless immersive sound continues to grow thereby driving design wins. Summit is extending our 8K TV leadership to a third TV brand and 6 to 8 more speaker brands, all of which we expect to be announced before the holiday season,” said Brett Moyer, CEO of Summit Wireless. “WiSA is implementing initiatives to enable WiSA Certified™ speakers to gain share from the worldwide soundbar market, which is anticipated to reach 35 million units shipped in 2020. Our initiatives include:

·Launching a small HDMI dongle with Dolby Atmos capabilities that can connect with approximately 800 million smart TVs enabled with HDMI ARC capabilities;
·Testing direct to consumer (DTC) messaging for WiSA members; and
·Expanding technology partnerships.”

 

These topics will be covered by Tony Ostrom, President of WiSA, in detail on today’s callas well as a financial update and a discussion of the COVID-19 impacts on Summit’s business and expectations for 2020.

 

Recent Highlights

WiSA, The Wireless Speaker and Audio Association, Updates

Welcomed the immersive projected virtual reality company, Broomx Technologies, which works with Nestle, Universal Music Group, BMW Group, Lego, Adidas, and Toyota among others.
Expanded the Harman WiSA Certified speaker line with the Citation Sub S, the second subwoofer in the Citation line and the third Harman subwoofer overall to be WiSA Certified.
Certified the Milan 5.1 Wireless Home Theater speaker system, a “white-label” product, from Platin, a division of Hansong Technology.

 

Corporate

Reported revenue in line with expectations and prior quarters.
Regained compliance with The Nasdaq Capital Market minimum bid price requirement in April.
Raised approximately $9.9 million in gross proceeds year to date.
Paid off a $2.0 million bridge loan.

 

Summit Wireless Investor Update Conference Call

Summit Wireless will host a conference call at 8:30 a.m. Pacific Time today, May 27, 2020, to provide a business update. Shareholders and interested participants may view the live webcast with accompanying slides on the investor relations section of the company’s website at https://ir.summitwireless.com/news-events, which will be available for approximately a year. The presentation will also be posted to the website. To listen to a live broadcast of the conference call dial 877-423-9813 or 201-689-8573 and referencing code 13703848 approximately 10 minutes prior to the start time. A An audio archive can be accessed for one week by dialing 844-512-2921 or 412-317-6671 and entering conference ID 13703848.

 

About Summit Wireless Technologies, Inc.

Summit Wireless Technologies, Inc. (NASDAQ: WISA) is a leading provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung, LG Electronics, Klipsch, Bang & Olufsen, Xbox, a subsidiary of Microsoft, and others, Summit Wireless delivers seamless, dynamic audio experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. Summit Wireless is a founding member of WiSA, the Wireless Speaker and Audio Association and works in joint partnership to champion the most reliable interoperability standards across the audio industry. Summit Wireless is headquartered in San Jose, CA with sales teams in Taiwan, China, Japan, and Korea. For more information, please visit: www.summitwireless.com.

 

About WiSA, LLC

WiSA, the (Wireless Speaker and Audio) Association is a consumer electronics consortium dedicated to creating interoperability standards utilized by leading brands and manufacturers to deliver immersive sound via intelligent devices. WiSA Certified components from any member brand can be combined to dramatically increase the enjoyment of movies and video, music, sports, gaming/esports, and more. WiSA also ensures robust, high definition, multi-channel, low latency audio while eliminating the complicated set-up of traditional audio systems. For more information about WiSA, please visit: www.wisaassociation.org.

 

* WiSA Ready TVs, gaming PCs and console systems are "ready" to transmit audio to WiSA Certified speakers when a WiSA USB Transmitter is plugged in and a user interface is activated through an APP or product design like LG TVs.

 

© 2020 Summit Wireless Technologies, Inc. All rights reserved. Summit Wireless Technologies and the Summit Wireless logo are trademarks of Summit Wireless Technologies, Inc. The WiSA logo, WiSA, WiSA Ready, and WiSA Certified are trademarks, or certification marks of WiSA LLC. Third-party trade names, trademarks and product names are the intellectual property of their respective owners and product names are the intellectual property of their respective owners.

 

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting Summit Wireless’ business including, current macroeconomic uncertainties associated with the COVID-19 pandemic, our ability to predict the timing of design wins entering production and the potential future revenue associated with our design wins; our rate of growth; our ability to predict customer demand for our existing and future products and to secure adequate manufacturing capacity; consumer demand conditions affecting our customer’s end markets; our ability to hire, retain and motivate employees; the effects of competition, including price competition; technological, regulatory and legal developments; developments in the economy and financial markets and other risks detailed from time to time in Summit Wireless’ filings with the Securities and Exchange Commission.

 

Contact Information

Kirsten Chapman, LHA Investor Relations, 415.433.3777, [email protected]

 

  1

 

Exhibit 99.2

  

The New Industry Standard for Immersive Wireless Sound Summit Wireless Technologies, Inc. (NASDAQ: WISA) First Quarter 2020 Results Conference Call as of May 27, 2020

  

 

2 NASDAQ: WISA Forward Looking Statements This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . Readers are cautioned not to place undue reliance on these forward - looking statements . Actual results may differ materially from those indicated by these forward - looking statements as a result of risks and uncertainties impacting Summit Wireless’ business including, current macroeconomic uncertainties associated with the COVID - 19 pandemic, our the ability to predict the timing of design wins entering production and the potential future revenue associated with design wins ; rate of growth ; the ability to predict customer demand for existing and future products and to secure adequate manufacturing capacity ; consumer demand conditions affecting customers’ end markets ; the ability to hire, retain and motivate employees ; the effects of competition, including price competition ; technological, regulatory and legal developments ; developments in the economy and financial markets and other risks detailed from time to time in Summit Wireless’ filings with the Securities and Exchange Commission . * WiSA Ready TVs, gaming PCs and console systems are "ready" to transmit audio to WiSA Certified speakers when a WiSA USB Transmitter is plugged in and a user interface is activated through an APP or product design like LG TVs. © 2020 Summit Wireless Technologies, Inc. All rights reserved. Summit Wireless Technologies and the Summit Wireless logo are trademarks of Summit Wireless Technologies, Inc. The WiSA logo, WiSA, WiSA Ready, and WiSA Certified are trademarks, or certification marks of WiSA LLC. Third - party trade names, trademarks and product names are the intellectual property of their respective owners and product names are the intellectual property of their respective owners.

  

 

3 NASDAQ: WISA Technology and Industry Standard Association Summit Rx RF Module Summit ASIC Speakers SWS997 4 WiSA: Audio industry standard Technology portfolio; ASICS, modules, IP 60+ WiSA Brands; TVs, speakers, media devices, and ODMs Summit: Wireless Immersive Sound for Smart Devices

  

 

4 NASDAQ: WISA WiSA Association: Building a Standard • WiSA (Wireless Speaker and Audio) Association founded by Summit Wireless Technologies • 60+ leading consumer electronics brands meet strict requirements for interoperability • Championing the most reliable, global interoperability standards across the audio industry for high definition, multi - channel, low latency audio AVRs TVs XBOX Windows 10 Surface Pro Sources Speakers iPhone Consumers Win • Greater simplicity • Greater access to content • Lower cost to enable

  

 

5 NASDAQ: WISA WiSA Association Boasts Tier - 1 Members OTHER KEY MEMBERS TRANSMIT + SPEAKER MEMBERS ( ) ( ) TV MEMBERS ( ) System Audio A/S

  

 

6 NASDAQ: WISA Products Launched/Launching • Three 8k TV brands are expected to be shipping • No material change in speaker brands’ product design and production start dates

  

 

7 NASDAQ: WISA COVID - 19 Impact • Universally, retail is not happening in March/Q2 in brick and mortar stores except: • Survival: Target, Walmart, etc. • Home Improvements; Home Depot, Lowes, etc. • Consumers prioritizing their castle and investing • We believe a home entertainment cycle of improvements will follow the first way of physical improvements that is currently underway this Fall • “70% of people are more likely to see a first run movie from their couch” May 2020 Performance Research • PPP loan of $850k was received this month and will reduce the salary cuts through September: • Impacted supply chain in March to a small degree, potentially on the ramp up in Q3 • Holiday season has to be planned by the end of June and produced in Q3/October CEO 25% Core Team 15% Sr. Mgt 20% Entry Level back to base wage

  

 

8 NASDAQ: WISA Holiday Season Built on Strategy and Value Proposition • Soundbar and HTiB Market Size • WiSA’s Initiatives: • Value proposition of WiSA certified multi - channel Audio vs SB • HDMI Hub • Competitive Matrix • Marketing Test Results • Share Marketing Results extending the SB product lines to include WiSA HTiB • Summit’s next generation driving cost down

  

 

9 NASDAQ: WISA 35M Unit Soundbar Market Expected in 2020 Audio Configuration 5.1 3.1 WW Smart TVs (Ms) 35 35 Conversion to WiSA system* 5% 5% Audio Systems Sold (Ms) 1.75 1.75 Speakers per configuration 6 4 Transmitters per system 1 1 Module TAM (Ms) 12.25 8.75 Module ASP 9$ 9$ Rev. TAM (Ms of $) 110$ 79$ * Mgt Estimate Soundbar Market • 35M soundbars units shipped estimated for 2020 worldwide • 10 - 12M soundbars and HTiB (Home Theater in a Box) units estimated for 2020 in the US

  

 

10 NASDAQ: WISA Big Video Deserves Big Sound

  

 

11 NASDAQ: WISA The Whole Sound Stage

  

 

12 NASDAQ: WISA The Whole Theater

  

 

13 NASDAQ: WISA The Sound Experience Options Soundbar TV Soundbar + Subwoofer + Simulated Dolby Digital/Atmos Soundbar + Subwoofer Discreet Speakers / Spatial Sound WiSA Home Theater • Better Sound Field • Lower Prices • Simple Installation

  

 

14 NASDAQ: WISA Roadmap to Lowering Adoption Costs TV: Annual Volume HDMI WIFI Bluetooth Dolby A/V Receiver Installation Installation Cost & Time Wires HDMI WIFI Bluetooth Dolby WiSA Hub/ Soundbar 30M High End WiSA USB Transmitter or WiSA Xbox Transmitter 15M+ WiSA Ready 200M+ TVs WiSA HDMI WiSA Ready WiSA Certified Traditional Cost to Consumer: $99 - $149 $199 - $225 $300 - $800 $1,500+ WiSA HDMI Atmos Transmitters

  

 

15 NASDAQ: WISA WiSA Initiative: HDMI Hub • Connects all WiSA Certified speakers to smart TVs with HDMI ARC ~800M worldwide • Lowers the cost to the Consumer; $99 - $149 • Available for retail in Q3 • WiSA will distribute to ensure worldwide availability and support WiSA SoundSend Wireless Audio Transmitter Mobile App Retail Packaging

  

 

16 NASDAQ: WISA Competitive Positioning WiSA delivers better sound at lower prices with installation simplicity WiSA Home Theater Systems “Fake It ‘til WiSA Certified!” Data from Bestbuy.com/Amazon week of 5/18 Brand Price Audio Channels Rear Speakers Included Discreet Front Speakers Sub- woofer Atmos Other Bose SB 700 Package 1,800$ 5.1 Yes No Yes No Sonos ARC + sub+ rears 1,800$ 5.1.2 Yes No Yes Yes Sonos ARC + sub 1,500$ 3.1.2 No Yes Yes Enclave CineHome Pro $ 1,495 5.1 Yes Yes Yes No THX Certified Sony Hi-Res SB 1,300$ 7.1.2 No No Yes No Bose SB 700 w/sub 1,300$ 3.1 No Yes No Martin Login 3.0 Soundbar 1,300$ 3.0 No No No Enclave CineHome II 999$ 5.1 Yes Yes Yes No Bose SB 500 850$ Dolby Digital No No Yes No Bose SB 700 700$ 3.1 No No No Enclave CineHome II $ 999 5.1 Yes Yes Yes No LG/Samsung- Harman/Definitive Various 999$ 5.1.2 No No Yes Yes Platin Monaco w/WiSA Hub $ 999 5.1 Yes Yes Yes Hub Atmos THX Tuned, All TVs Platin Monaco w/Axiim LINK $ 899 5.2 Yes Yes Yes No THX Tuned, LG and Xbox WiSA Ready support Denon HEOS 3.0 899$ 3.0 No No No Sonos ARC 799$ 3.1.2 No No Yes

  

 

17 NASDAQ: WISA WiSA Initiative: Market Research • WiSA is taking a leadership role in creating messaging for the consumer the WiSA benefits. • Immersive/spatial sound • Affordability • Simplicity of set up • Hi - fidelity • Driving industry web/podcasts and awareness interviews • Testing Direct to Consumer ads in Q2 • Value proposition driving consumer response • $0.67 - $2.10 is the cost to get a consumer to click “buy now” after seeing an ad and clicking to a product landing page with a “buy now” button. • WiSA will be sharing the results with those WiSA brands marketing ( HTiB ) systems competing with soundbar based solutions

  

 

18 NASDAQ: WISA Expanding the WiSA Ecosystem • Expanding gaming and home theater sound experiences • Xbox partnered with WiSA member Axiim • Xbox One, One S and One X work with WiSA Tx • Partnered with Summit, can tune Summit wireless module • Tuned by THX and THX Certified WiSA products are on the market now • Immersive projected virtual reality combines with immersive multi - channel wireless audio • Broomx to work with WiSA members to create amazing experiences and opportunities in homes, hotels, businesses and at retail

  

 

19 NASDAQ: WISA Beyond Premium Audio • Immersive Sound Expands to WiFi enabled smart devices: • 1B+ Smart Phones • 200M + Smart TVs • IoT Devices (e.g. wearables) • 200M Tablets • 60M Gaming PCs and Consoles • 50M Smart Speakers • Retail Prices drop $100 - $150 per 5.1 System • Embedded software saves integration cost • Migration to lower cost modules and host processors • Technology that can scale • Wi - Fi compliant (5GHz) • Up to 12 audio channels • Intuitive, fast out of box setup: ConexUs button • Patent pending • Q1’21 for design - ins Home Entertainment ConexUs Mobile

  

 

20 NASDAQ: WISA Financial Update • Revenue • Q1 in line with historic run rate; some pushes from Q1 into later this the year • Q2 Retail closed but opening up but weak • Q3 is holiday production • Operating Expenses coming down Q4 Q1 Q2 $2.9M $2.7M $1.9M • Financing • Raised $9.9M YTD in total funding • Received PPP loan of $0.8M • Paid off $2.0M bridge loan • EIDL loan application is pending • Regained compliance with Nasdaq

  

 

21 NASDAQ: WISA Ecosystem Built; Products Launching Expanding Market CE & OEMs embedding audio standard to intelligent devices & next - gen home entertainment Global Interoperability Standard IP Portfolio and TM 15 patents issued/pending covering key claims + WiSA™ Paradigm Shifts Create Opportunity Attractive & Highly Scalable Model • Expanding WiSA membership • Launching WiSA Certified and WiSA Ready platforms • Growing retail presence with lower priced products • Increasing multi - brand cross - category marketing accelerating consumer awareness/demand Personal Whole House Immersive Sound