Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
Effective January 1, 2021, Summit Wireless Technologies, Inc. (the "Company")
believes that Helge Kristensen, a current director of the Company and a member
of the audit committee of the board of directors of the Company (the "Board"),
may no longer be considered an Independent Director as defined in Nasdaq Listing
Rule 5605(a)(2).
As a result of Mr. Kristensen's no longer being considered an Independent
Director, on January 6, 2021, the Company notified The Nasdaq Stock Market LLC
("Nasdaq") Listing Qualifications staff (the "Nasdaq Staff") that the Company is
not currently in compliance with the Majority Independent Board requirement set
forth in Nasdaq Listing Rule 5605(b)(1), since a majority of the directors
currently serving on the Board are not Independent Directors as defined in
Nasdaq Listing Rule 5605(a)(2), and that the Company is relying on the "Cure
Period" set forth in Nasdaq Listing Rule 5605(b)(1)(A) to regain compliance with
the Majority Independent Board requirement. On January 6, 2021, the Company also
notified the Nasdaq Staff that because Mr. Kristensen is also a member of the
audit committee of the Board, the Company is also relying on the "Cure Period"
set forth in Nasdaq Listing Rule 5605(c)(4)(A) to regain compliance with the
Audit Committee Composition requirement, set forth in Nasdaq Listing Rule
5605(c)(2)(A), that, among other things, the Company must have, and certify that
it has and will continue to have, an audit committee of at least three members,
each of whom must be an Independent Director as defined in Nasdaq Listing Rule
5605(a)(2).
The "Cure Period" during which the Company must regain compliance with the
Majority Independent Board requirement set forth in Nasdaq Listing Rule
5605(b)(1) is as follows:
· until the earlier of (i) the Company's next annual stockholders' meeting
or (ii) January 1, 2022; 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.
The "Cure Period" during which the Company must regain compliance with the Audit
Committee Composition requirement in Nasdaq Listing Rule 5605(c)(2)(A) is until
the earlier of (i) the Company's next annual stockholders' meeting or (ii)
January 1, 2022.
The Company is actively searching for a qualified individual to replace Mr.
Kristensen as an Independent Director, and the Board has scheduled a Board
meeting later this month for the purpose of regaining compliance with the
Independent Director requirement in Nasdaq Listing Rule 5605(b)(1) and the Audit
Committee Composition requirement in Nasdaq Listing Rule 5605(c)(2)(A). If the
Company fails to evidence compliance with Nasdaq Listing Rule 5605(b)(1) or
Nasdaq Listing Rule 5605(c)(2)(A) by the end of the respective "Cure Period,"
the Company, in all likelihood, will receive written notification from the
Nasdaq Staff that the shares of the Company's common stock, par value $0.0001
per share, will be delisted from Nasdaq. In the event the Company receives such
notification from the Nasdaq Staff, it will have the right to appeal such
delisting determination to Nasdaq's hearing panel, including making a request
for an extension of time to regain compliance with the applicable Nasdaq Listing
Rule(s).
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