October 20, 2020
OCTOBER 20, 2020
3. vote on a proposal to adopt the Company’s 2020 Stock Incentive Plan (“Proposal No. 3”); and
| San Jose, California | | | By Order of the Board of Directors, |
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September 11, 2020 | | | /s/ Brett Moyer | |
Brett Moyer | ||||
Chairman and Chief Executive Officer | |
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2020.
Notwithstanding the foregoing or anything to the contrary contained herein, as a precaution due to the outbreak of the coronavirus (COVID-19), we are planning for the possibility that there may be limitations on attending the Annual Meeting in person, or we may decide to hold the Annual Meeting on a different date, at a different location or by means of remote communication (
i.e., a “virtual meeting”).The stockholders will consider and vote upon (i) a proposal to elect eight (8) members of our Board, each to serve until the 20202021 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal (“Proposal No. 1”); and (ii) a proposal to ratify the Board’s selection of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192020 (“Proposal No. 2”); and (iii) a proposal to adopt our 2020 Stock Incentive Plan (“Proposal No. 3”). Stockholders also will consider and act upon such other business as may properly come before the Annual Meeting.
The broker non-votes are counted because there are routine matters presented at the Annual Meeting.
2020.
Common Stock.
| | | Shares Beneficially Owned | | | % Total Voting Power(1) | | ||||||||||||||||||||||||
| | | Common Stock | | | Series A Preferred Stock | | ||||||||||||||||||||||||
5% or greater stockholders: | | | Shares | | | % | | | Shares | | | % | | ||||||||||||||||||
Hudson Bay Master Fund Ltd(2) | | | | | 650,000 | | | | | | 7.67% | | | | | | — | | | | | | — | | | | | | 7.66% | | |
Lind Global Macro Fund, LP(3) | | | | | 793,251 | | | | | | 9.99% | | | | | | — | | | | | | — | | | | | | 9.99% | | |
Intracoastal Capital LLC(4) | | | | | 660,837 | | | | | | 7.79% | | | | | | — | | | | | | — | | | | | | 7.77% | | |
Lisa Walsh(5) | | | | | 335,082 | | | | | | 4.26% | | | | | | 250,000 | | | | | | 100% | | | | | | 4.26% | | |
Directors and executive officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brett Moyer(6) | | | | | 40,293 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chief Executive Officer and Chairman | | | | | | | |||||||||||||||||||||||||
George Oliva(7) | | | | | 19,924 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chief Financial Officer | | | | | | | |||||||||||||||||||||||||
Gary Williams(8) | | | | | 13,781 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Chief Accounting Officer and Vice President of Finance | | | | | | | |||||||||||||||||||||||||
Jonathan Gazdak(9) | | | | | 14,822 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Dr. Jeffrey M. Gilbert(10) | | | | | 5,250 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Michael Howse(11) | | | | | 13,750 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Helge Kristensen(12) | | | | | 12,598 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Lisa Cummins(13) | | | | | 4,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Robert Tobias(14) | | | | | 4,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Director | | | | | | | |||||||||||||||||||||||||
Sriram Peruvemba(15) | | | | | 4,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Director | | | | | | | |||||||||||||||||||||||||
Directors and executive officers as a group | | | | | | | |||||||||||||||||||||||||
(10 persons)(16) | | | | | 132,418 | | | | | | 1.69% | | | | | | — | | | | | | — | | | | | | 1.69% | | |
Shares Beneficially Owned | % Total | |||||||||||||||||||
Common Stock | Series A Preferred Stock | Voting Power | ||||||||||||||||||
5% or greater stockholders: | Shares | % | Shares | % | (1) | |||||||||||||||
Carl E. Berg (3) | 1,711,594 | 6.9 | % | - | - | 6.9 | % | |||||||||||||
Lisa Walsh (4) | 6,377,276 | 25.2 | % | 250,000 | 100.0 | 25.9 | % | |||||||||||||
MARCorp Signal, LLC (5) | 2,727,244 | 9.9 | % | - | - | 9.9 | % | |||||||||||||
Directors and executive officers (2) | ||||||||||||||||||||
Brett Moyer (6) Chief Executive Officer and Chairman | 509,492 | 2.1 | % | - | - | 2.1 | % | |||||||||||||
George Oliva (7) Chief Financial Officer | 150,000 | * | - | - | * | |||||||||||||||
Gary Williams (8) Chief Accounting officer and Vice President of Finance | 175,093 | * | - | - | * | |||||||||||||||
Jonathan Gazdak (9) Director | 240,959 | * | - | - | * | |||||||||||||||
Dr. Jeffrey M. Gilbert (10) Director | 50,000 | * | - | - | * | |||||||||||||||
Brian Herr (11) Director | 2,499,808 | 9.9 | % | - | - | 9.9 | % | |||||||||||||
Michael Howse (12) Director | 110,000 | * | - | - | * | |||||||||||||||
Helge Kristensen (13) Director | 196,917 | * | - | - | * | |||||||||||||||
Sam Runco (14) Director | 50,000 | * | - | - | * | |||||||||||||||
Lisa Cummins Dulchinos (15) Director | 25,000 | * | - | - | * | |||||||||||||||
Directors and executive officers as a group (10 persons) | 4,007,269 | 16.1 | % | - | - | 15.9 | % |
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Name of Director | | Age | | | Director Since | | |
Brett Moyer | | 62 | | | August 2010 | | |
Jonathan Gazdak | | | 47 | | | June 2015 | |
Dr. Jeffrey M. Gilbert | | | 48 | | | April 2015 | |
Helge Kristensen | | | 59 | | | August 2010 | |
Michael Howse | | | 57 | | | April 2018 | |
Lisa Cummins | | | 50 | | | June 2019 | |
Robert Tobias | | | 56 | | | February 2020 | |
Sriram Peruvemba | | | 55 | | | June 2020 | |
Jonathan Gazdak, Director
8
Sam Runco, Director
Sam Runco has been a member of the Company’s board of directors since August 2010. Mr. Runco co-founded Runco International, Inc. in 1987 and served as its chief executive officer until 2007. He also served as a director of Focus Enhancements Inc. from August 2004 to September 2008 and a director of the Consumer Electronics Association (“CEA”) and CEA’s video division from 1996 to 2005. In addition, he played a leadership role in the consumer electronics industry as a member of numerous organizations and associations. From 1997 through 2001, Mr. Runco served as a member of the National Academy of Television Arts and Sciences (Emmy) Technical/Engineering Awards Nominating Committee, the Academy of Digital Television Pioneers. He served as member of the Board of Directors/Governors from 1998 through 2000 and again from 2003 through 2005, then as a member of the Board of Industry Leaders of the CEA from 2006 to 2008. He also served as a member of Board of Governors of the Electronic Industries Alliance from 1998 through 2000, and as a member of the Board of the Academy for the Advancement of High End Audio and Video. Mr. Runco is the recipient of the Consumer Electronic Design and Installation Association peer-selected Lifetime Achievement Award and elected to Dealerscope magazine’s Hall of Fame. The Sound & Visionary from S&V Magazine selected him as one of the 10 Most Influential Leaders in the custom installation industry by CE Pro magazine. He was number 1 on the Most Influential Leader list in the custom installation audio/video industry, which was voted on by his peers six years after Mr. Runco sold Runco International, Inc. The Company believes that Mr. Runco is qualified to serve on its board of directors due to his solid reputation with the audio video dealer network and his ability to understand consumer desires and provide guidance on product development. The Company believes that his industry experience, including his knowledge base on dealers and their consumers, will be an excellent resource for the Company.
Brian Herr, Director
Brian Herr has been a member of the Company’s board of directors since February 2018. Mr. Herr is Chief Investment Officer and Co-Head of Structured Credit and Asset Finance for the Medalist Partners platform (f/k/a Candlewood Structured Strategy Funds) and serves as a partner and co-portfolio manager for the Medalist Partners Harvest Master Fund, Ltd. and Medalist Partners Opportunity Master Fund A, LP (collectively, the “Medalist Funds”). Mr. Herr was granted a seat on the Company’s board of directors pursuant to a securities purchase agreement, dated as of November 30, 2017, between the Company and the Medalist Funds, pursuant to which the Company also issued to the Medalist Funds an aggregate of $2,000,000 Series F Convertible Notes and warrants to purchase an aggregate of 222,222 shares of our common stock. Prior to working for the Medalist Partners platform in October 2010, Mr. Herr worked at Credit Suisse as a portfolio manager within its structured credit effort since August 2006. Prior to that, Mr. Herr worked for two years in the structured products department of Brown Brothers Harriman and Co. as a Structured Products Sector Manager, where his primary responsibilities included trading and sector management for the ABS and RMBS sectors with approximately $2.5 billion in AUM. Prior to that, Mr. Herr, while employed at Brown Brothers Harriman and Co., served in a variety of positions within its institutional fixed income division since 1999. Mr. Herr graduated Boston University in May 1999 with a Bachelors Degree in Economics and a minor in Business Administration. The Company believes that Mr. Herr is qualified to serve on its board of directors because of his extensive financial experience with both large and small cap companies.
Michael Howse, Director
Lisa Cummins, Dulchinos, Director
rules, in order to avoid being delisted.
This is the first annual meeting
Stockholders on December 19, 2019, which was attended by Brett Moyer, Lisa Cummins and Jonathan Gazdak.
Robert Tobias
(3), Sriram Peruvemba(2)Expert. Ms. Cummins replaced Sam Runco as a member of the Audit Committee
in June 2019.
• selecting a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements; • helping to ensure the independence and performance |
Subsequent to the Company’s IPO in July 2018 and prior to the filing date of the Company’s Quarterly Reportindependent registered public accounting firm;
filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and (b) all of the members of the then current Audit Committee to review and approve the filing of the Company’s Quarterly Report on 10-Q for the quarters ended June 30, 2019 and September 30, 2019.
notified us that it has determined that we are in compliance with the Audit Committee Rule and the matter has been closed.
Compensation Committee
present, except for Brian Herr who was unable to attend one meeting. Mr. Moyer, our Chief Executive Officer and Chairman of the Board, does not participate in the determination of his own compensation or the compensation of directors. However, he makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and he often participates in the Compensation Committee’s deliberations about such persons’ compensation. George Oliva, our Chief Financial Officer, assists the Compensation Committee in its deliberations regarding executive officer, director and employee compensation. No other executive officers participate in the determination of the amount or the form of the compensation of executive officers or directors. The Compensation Committee does not utilize the services of an independent compensation consultant to assist in its oversight of executive and director compensation. On January 30, 2018, the Board adopted a written charter for the Compensation Committee.
14
As set forth in the Company’s insider trading policy, which was adopted by the Board on July 19, 2018, the Company strongly discourages insiders, including the Company’s employees, including officers or directors, or any of their designees, from engaging in any hedging transactions involving (i) Company securities acquired under employee benefit plans or (ii) Company securities required to be held under stock ownership guidelines. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with our Chief Financial Officer. Any request for pre-clearance of a hedging or similar arrangement must be submitted to our Chief Financial Officer at least two (2) weeks prior to the proposed execution of documents evidencing the proposed transaction.
Director | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation | Total | ||||||||||||
Michael A. Fazio | $ | — | $ | 10,938 | (2) | $ | — | $ | 10,938 | (2) | ||||||
Jonathan Gazdak | $ | — | $ | 37,500 | (3) | $ | — | $ | 37,500 | (3) | ||||||
Dr. Jeffrey M. Gilbert | $ | — | $ | 37,500 | (4) | $ | — | $ | 37,500 | (4) | ||||||
Helge Kristensen | $ | — | $ | 37,500 | (5) | $ | — | $ | 37,500 | (5) | ||||||
Sam Runco | $ | — | $ | 37,500 | (6) | $ | — | $ | 37,500 | (6) | ||||||
Brian Herr | $ | — | $ | — | $ | — | $ | — | ||||||||
Michael Howse | $ | — | $ | — | $ | — | $ | — |
(1) In connection with the termination of the Company’s Carve-Out Plan (the “Carve-Out Plan”) and the approval of the 2018 Long-Term Stock Incentive Plan (“LTIP”)2019. All share amounts give effect to a one-for-twenty reverse stock split effective on January 31, 2018, the Company’s board of directors approved the issuance of 107,292April 9, 2020.
Director | | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | All Other Compensation | | | Total | | ||||||||||||
Lisa Cummins | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(2) | | |
Jonathan Gazdak | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(3) | | |
Dr. Jeffrey M. Gilbert | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(4) | | |
Helge Kristensen | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(5) | | |
Sam Runco | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(6) | | |
Brian Herr | | | | $ | — | | | | | $ | 15,250 | | | | | $ | — | | | | | $ | 15,250(7) | | |
Michael Fazio | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(8) | | |
Michael Howse | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | —(9) | | |
Amounts reported in this column do not reflect the amounts actually received by our named executive officers.non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock award to purchase a share of common stockCommon Stock granted to the Company’s directors during the fiscal year ended December 31, 2018,2019, as computed in accordance with the Financial Accounting Standards Board (“FASB”) ASCAccounting Standards Codification (“ASC”) 718. Assumptions used in theThe calculation of thesethe 2019 amounts are included inbased on the notesfair market value of the shares of restricted Common Stock granted to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year endedsuch directors as of December 31, 2018, filed with the SEC on March 29, 2019. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
(3) Mr. Gazdak was granted 25,000 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 8,350 shares of which were released to Mr. Gazdak on September 1, 2018, and 16,650 shares of which were released to Mr. Gazdak in two equal tranches on March 1, 2019 and September 1, 2019.
(4) Dr. Gilbert was granted 25,000 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 8,350 shares of which were released to Dr. Gilbert on September 1, 2018, and 16,650 shares of which were released to Dr. Gilbert in two equal tranches on March 1, 2019 and September 1, 2019.
(5) Mr. Kristensen was granted 25,000 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 8,350 shares of which were released to Mr. Kristensen on September 1, 2018, and 16,650 shares of which were released to Mr. Kristensen in two equal tranches on March 1, 2019 and September 1, 2019.
(6) Mr. Runco was granted 25,000 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 8,350 shares of which were released to Mr. Runco on September 1, 2018, and 16,650 shares of which were released to Mr. Runco in two equal tranches on March 1, 2019 and September 1, 2019.
did not have any outstanding option awards.
Name | | | Age | | | Position | |
Brett Moyer | | | 61 | | | President, Chief Executive Officer and Chairman | |
George Oliva | | | 58 | | | Chief Financial Officer and Secretary | |
Gary Williams | | | 53 | | | Chief Accounting Officer and VP of Finance | |
Gary Williams, Chief Accounting Officer and Vice President of Finance
2018
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Brett Moyer | ||||||||||||||||||||||||||||
President and Chief | 2018 | $ | 299,566 | (3) | $ | 38,493 | $ | 405,035 | - | - | $ | 743,093 | (2) | |||||||||||||||
Executive Officer | 2017 | $ | 282,505 | (3) | - | - | - | - | $ | 282,505 | (2) | |||||||||||||||||
Gary Williams | ||||||||||||||||||||||||||||
Chief Financial Officer, | 2018 | $ | 228,365 | (4) | $ | 94,486 | $ | 262,479 | - | - | $ | 585,330 | (3) | |||||||||||||||
Secretary and VP ofFinance | 2017 | $ | 217,769 | (4) | - | - | - | - | $ | 217,769 | (3) |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1)(2) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Brett Moyer President and Chief Executive Officer | | | | | 2019 | | | | | $ | 335,000 | | | | | $ | — | | | | | $ | 134,646 | | | | | | — | | | | | | — | | | | | $ | 469,646 | | |
| | | 2018 | | | | | $ | 299,566 | | | | | $ | 38,493 | | | | | $ | 405,035 | | | | | | — | | | | | | — | | | | | $ | 743,093(3) | | | ||
Gary Williams Chief Accounting Officer and VP of Finance | | | | | 2019 | | | | | $ | 250,000 | | | | | $ | — | | | | | $ | 63,943 | | | | | | — | | | | | | — | | | | | $ | 313,943 | | |
| | | 2018 | | | | | $ | 228,365 | | | | | $ | 94,486 | | | | | $ | 262,479 | | | | | | — | | | | | | — | | | | | $ | 585,330(4) | | | ||
George Oliva Chief Financial Officer and Secretary | | | | | 2019 | | | | | $ | 67,306 | | | | | $ | — | | | | | $ | 142,500 | | | | | | — | | | | | | — | | | | | $ | 209,806(5) | | |
| | | 2018 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | |
| | | Option/Warrant Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities underlying Unexercised Options and Warrants (#) Exercisable | | | Number of Securities underlying Unexercised Options and Warrants (#) Unexercisable | | | Option/ Warrant Exercise Price ($/Sh) | | | Option/ Warrant Expiration Date | | | Number of shares or units of stock that have not vested | | | Market value of shares or units of stock that have not vested(1) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | ||||||||||||||||||||||||
Brett Moyer | | | | | 156 | | | | | | — | | | | | $ | 90.00 | | | | | | 3/31/2021 | | | | | | 7,087(2) | | | | | $ | 86,457(2) | | | | | | — | | | | | $ | — | | |
| | | | | 156 | | | | | | — | | | | | $ | 90.00 | | | | | | 6/30/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 453 | | | | | | — | | | | | $ | 15.80 | | | | | | 2/28/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 232 | | | | | | — | | | | | $ | 60.00 | | | | | | 6/27/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 695 | | | | | | — | | | | | $ | 60.00 | | | | | | 7/25/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gary Williams | | | | | 103 | | | | | | — | | | | | $ | 90.00 | | | | | | 3/31/2021 | | | | | | 3,365(3) | | | | | $ | 41,058(3) | | | | | | — | | | | | $ | — | | |
| | | | | 103 | | | | | | — | | | | | $ | 90.00 | | | | | | 6/30/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 179 | | | | | | — | | | | | $ | 15.80 | | | | | | 11/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
George Oliva | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,500(4) | | | | | $ | 91,500(4) | | | | | | — | | | | | $ | — | | |
Other than as described above, there were no post-employment compensation, pension or nonqualified deferred compensation benefits earned by our Named Executive Officers during the year ended December 31, 2018. We do not have any retirement, pension or profit-sharing programs for the benefit of our directors, officers or other employees. The Board may recommend adoption of one or more such programs in the future.
19
Outstanding Equity Awards as of December 31, 2018
The following table provides information regarding the unexercised warrants to purchase common stock and stock awards held by each of our named executive officers:
Option/Warrant Awards | Stock Awards | |||||||||||||||||||||||||||||
Name | Number of Securities underlying Unexercised Options and Warrants (#) Exercisable | Number of Securities underlying Unexercised Options and Warrants (#) Unexercisable | Option/ Warrant Exercise Price ($/Sh) | Option/ Warrant Expiration Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | ||||||||||||||||||||||
Brett Moyer | 5,556 | — | $ | 5.40 | 2/4/2021 | — | (1) | $ | — | (1) | — | (1) | $ | — | (1) | |||||||||||||||
22,223 | — | $ | 4.50 | 2/9/2021 | ||||||||||||||||||||||||||
3,102 | — | $ | 4.50 | 3/31/2021 | ||||||||||||||||||||||||||
4,745 | — | $ | 5.40 | 4/11/2021 | ||||||||||||||||||||||||||
4,778 | — | $ | 5.40 | 6/9/2021 | ||||||||||||||||||||||||||
3,102 | — | $ | 4.50 | 6/30/2021 | ||||||||||||||||||||||||||
9,058 | — | $ | 5.40 | 12/23/2021 | ||||||||||||||||||||||||||
9,058 | — | $ | 5.40 | 2/28/2023 | ||||||||||||||||||||||||||
4,630 | — | $ | 3.00 | 6/27/2023 | ||||||||||||||||||||||||||
13,889 | — | $ | 3.00 | 7/25/2023 | ||||||||||||||||||||||||||
Gary Williams | 2,056 | — | $ | 4.50 | 3/31/2021 | — | (2) | $ | — | (2) | — | (2) | $ | — | (2) | |||||||||||||||
2,055 | — | $ | 4.50 | 6/30/2021 | ||||||||||||||||||||||||||
7,156 | — | $ | 5.40 | 11/30/2022 |
(1) Mr. Moyer was granted 270,023 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 90,187 shares of which were released to Mr. Moyer on September 1, 2018, which were valued at $437,407 and forfeited by Mr. Moyer to cover tax withholding obligations in connection with the release of such stock. The remaining 179,836 shares were released to Mr. Moyer in two equal tranches on March 1, 2019 and September 1, 2019, the values of which were based on the fair market value of the common stock on each such date of release.
(2) Mr. Williams was granted 174,986 shares of restricted common stock in connection with the termination of the Carve-Out Plan, 58,446 shares of which were released to Mr. Williams on September 1, 2018, which were valued at $283,463, and 20,199 shares of which were forfeited by Mr. Williams to cover tax withholding obligations in connection with the release of such stock. The remaining 116,540 shares were released to Mr. Williams in two equal tranches on March 1, 2019 and September 1, 2019, the values of which were based on the fair market value of the common stock on each such date of release.
Except as described below,
years, and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest. See also “Executive Compensation” in this proxy statement for additional information regarding compensation of related parties.
$15.80.
From November 3, 2019 to November 6, 2019, the Company entered into settlement agreements (each a “Settlement Agreement” and collectively, the “Settlement Agreements”) with each of the Holders (other than the Medalist Funds (as defined herein), whose Settlement Agreement is described below) pursuant to which the Company agreed to issue such Holders an aggregate of 152,9447,648 additional shares of common stock, with such shares meant to compensate such Holders for the difference between the Amended Exercise Price and the lower priced shares that were offered to investors in connection with the Company’s earlier registered direct offering of an aggregate of 2,500,000125,000 shares of Common Stock, priced at $0.70$14.00 per share, that the Company closed on October 16, 2019 (the “Registered Direct Offering”). In addition, pursuant to the Settlement Agreements, the Company and the Holders agreed to extend the date by which the Company would file a registration statement on Form S-3 to register all of the Resale Shares from November 4, 2019 to November 18, 2019.
$60.00.
As of November 14, 2019, Mr. Moyer was owed $0 of principal under convertible promissory notes and owned 1.9% of the outstanding shares of the Company’s Common Stock.
Michael Fazio
$60.00.
In February 2017, Mr. Gazdak extinguished $12,000 of expense reports and invested $12,000 in the Company’s Series D Convertible Notes financing.
Common Stock.
date.
On October 16, 2019, the Company entered into another underwriting agreement with Alexander Capital, L.P. in connection with an offering by the Company of up to an aggregate of 2,500,000125,000 shares of Common Stock, pursuant to which Alexander Capital, L.P. was paid cash fees of $131,250 as well as a non-accountable expense allowance of $17,500 and reimbursements of $43,750 and pursuant to which the Company agreed to issue a warrant to purchase 75,0003,750 shares of common stock.Common Stock. Such warrant is exercisable at a per share price of $0.875$17.50 and is exercisable at any time during the five-year period commencing one year from the effective date of the issuance of such stock, which period shall not exceed five years from such effective date.
As
Helge Kristensen
Mr. Kristensen has served asCommon Stock (“Settlement Shares”). In connection with the Settlement Agreement, on May 14, 2020, the Company also entered into a memberleak-out agreement with Alexander (the “Leak-Out Agreement”), pursuant to which Alexander is not permitted to sell more than 5,000 shares of Common Stock in any trading day, commencing on May 14, 2020 (the date of the Leak-Out Agreement) and ending on the date on which Alexander no longer holds any Settlement Shares. The Settlement Shares were issued at a price of $2.32 per Share pursuant to a prospectus supplement and accompanying base prospectus relating to the Company’s Board since 2010. Mr.effective shelf registration statement on Form S-3 (File No. 333-233433).
In February 2016, Inizio Capital invested $50,000Islands, for which Mr. Kristensen serves as one the participants in the Five February 2016 Notes. In connection with agreeing to a maturity date extension of such notes, Inizio Capital and Hansong Technology received warrants to purchase 1,341 and 942 shares of common stock, respectively, at an exercise price of $5.40. In April 2016,director, loaned the Company shipped finished inventory valued at $75,750 to Hansong Technology, which the parties agreed would be$50,000 under a principal reduction payment of the December 2015 Note (defined below). In connection with the sale of product on December 22, 2015, the Company entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $353,475convertible promissory note (the “December 2015“Inizio Note”). In May 2016, Inizio Capital participated in the Company’s preferred unit financing in the amount of $131,696. In connection with this preferred unit financing, Inizio Capital’s $131,696 was converted at $4.50 per unit, and it received 29,266 of the Company’s preferred units. In addition, all participants who participated in the Company’s preferred unit financing had their outstanding common units of the Company immediately convert into an equal number of preferred units of the Company. As such, the 87,445 common units of the Company owned by Inizio Capital that were immediately outstanding prior to its participation in the Company’s preferred unit financing were converted into 87,445 of the Company’s preferred units.
In the first quarter of 2017, the Company shipped an additional $277,725 of its finished inventory to Hansong Technology, which fulfilled the Company’s obligation to ship its products to the lender and satisfied the Company’s obligation to repay the principal balance of the December 2015’s Note, leaving only unpaid accrued interest of $42,000.
On July 25, 2018, in connection with the Company’s IPO, $50,000 of principal under convertible promissory notes,the Inizio Note and all accrued interest, were automatically converted into a total of 27,9231,397 shares of common stock.
As
Michael Howse
As of November 14, 2019, Mr. Howse has vested warrants to purchase 110,000 shares of common stock, was owed $0 of principal under convertible promissory notes and owned none of the outstanding shares of the Company’s common stock.
In addition, on October 8, 2019, each of the Medalist Funds entered into a Warrant Amendment Agreement with the Company, as described above. In connection with and prior to the Warrant Amendment Agreement that each of the Medalist Funds entered into, the Company also executed Amendment No. 1 to the Series F Warrants held by each of the Medalist Funds (the “Series F Warrant Amendment”), pursuant to which each such Series F Warrant was further amended to add, among other things, fundamental transaction and subsequent rights offerings provisions as well as a 9.99% beneficial ownership limitation (the “Beneficial Ownership Limitation”).
As of November 14, 2019, the Medalist Funds were owed $0 of principal under convertible promissory notes and owned 8.3% of the outstanding shares of the Company’s common stock.
$108.00.
$108.00.
As of November 14, 2019, Mr. Berg was owed $0 of principal under convertible promissory notes and owned 6.5% of the outstanding shares of the Company’s Common Stock.
In July 2017, Lisa Walsh invested an additional $360,000 in the Company’s Series D Convertible Note financing and received a warrant to purchase 47,0592,353 shares of common stock at an exercise price of $5.40.$108.00. Effective February 28, 2018, Ms. Walsh agreed to extend the maturity date of such note to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018, and which accrued an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such note remained outstanding. In connection with the maturity date extension, the warrants granted to Ms. Walsh to purchase 112,4195,621 shares of common stock at an exercise price of $5.40$108.00 was doubled, or increased by 112,419.5,621. In November 2017, Ms. Walsh invested $6,500,000 in the Company’s Series F Convertible Note financing and was issued warrants to purchase 722,22236,112 shares of common stock at an exercise price of $5.40$108.00 per share.
As
Review of Related Party Transactions
Person Transaction Policy
Name | | | Number of Late Reports | | | Description | |
| | 1 | | Ms. Walsh’s Form 5 was not | | ||
| | 1 | | Mr. Gazdak’s Form 5 was not | | ||
| | 1 | | Ms. Cummins’ Form 3 was not filed on a timely basis. | | ||
George Oliva | | | 1 | | | Mr. Oliva’s Form 3 was not filed on a timely basis. | |
Brian Herr
2020.
| | | 2019 | | | 2018 | | ||||||
Audit fees(1) | | | | $ | 297,111 | | | | | $ | 320,552 | | |
Audit-related fees(2) | | | | | — | | | | | | — | | |
Tax fees(3) | | | | | 19,000 | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total | | | | $ | 316,111 | | | | | $ | 320,552 | | |
2018 | 2017 | |||||||
Audit fees (1) | $ | 364,293 | $ | 137,974 | ||||
Audit-related fees (2) | — | — | ||||||
Tax fees (3) | — | — | ||||||
All other fees | — | — | ||||||
Total | $ | 364,293 | $ | 137,974 |
31
2020.
2020.
Name and Position | | | Dollar Value(1) ($) | | | Number of Securities Underlying Stock RSUs Granted(2) | | ||||||
Brett Moyer, Chief Executive Officer and Chairman | | | | $ | 327,700.00 | | | | | | 145,000 | | |
George Oliva, Chief Financial Officer | | | | $ | 139,722.24 | | | | | | 61,824 | | |
Gary Williams, Chief Accounting Officer and Vice President of Finance | | | | $ | 70,060.00 | | | | | | 31,000 | | |
Jonathan Gazdak, Director | | | | $ | 22,600.00 | | | | | | 10,000 | | |
Dr. Jeffrey M. Gilbert, Director | | | | $ | 22,600.00 | | | | | | 10,000 | | |
Michael Howse, Director | | | | $ | 31,640.00 | | | | | | 14,000 | | |
Helge Kristensen, Director | | | | $ | 22,600.00 | | | | | | 10,000 | | |
Lisa Cummins, Director | | | | $ | 22,600.00 | | | | | | 10,000 | | |
Robert Tobias, Director | | | | $ | 22,600.00 | | | | | | 10,000 | | |
Sriram Peruvemba, Director | | | | $ | 16,385.00 | | | | | | 7,250 | | |
Other Persons Who Received or Are to Receive 5% of such RSUs | | | | | | | | | | | | | |
Edward Green | | | | $ | 70,060.00 | | | | | | 31,000 | | |
Kenneth Parker | | | | $ | 70,060.00 | | | | | | 31,000 | | |
James Cheng | | | | $ | 70,060.00 | | | | | | 31,000 | | |
Brian Greeney | | | | $ | 70,060.00 | | | | | | 31,000 | | |
Anthony Ostrom | | | | $ | 70,060.00 | | | | | | 31,000 | | |
All Current Executive Officers as a Group | | | | $ | 537,482,20 | | | | | | 237,824 | | |
All Current Non-Employee Directors as a Group | | | | $ | 129,385.00 | | | | | | 71,250 | | |
All Employees, Other than Current Executive Officers, as a Group | | | | $ | 690,995.00 | | | | | | 305,750 | | |
Plan Category | | | Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under the Plan (Excluding Securities Reflected in Column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | $ | — | | | | | | 126,390 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | $ | — | | | | | | — | | |
Total | | | | | — | | | | | $ | — | | | | | | 126,390 | | |
ADOPTION OF THE SELECTION2020 STOCK INCENTIVE PLAN.
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.
September 11, 2020 | | | By Order of the Board of Directors, | |
| ||||
| | | | /s/ Brett Moyer |
Brett Moyer | ||||
Chairman and Chief Executive Officer | |
|
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2019 If you vote by telephone or the Internet, please do NOT mail a proxy card 2020 Annual Meeting of Stockholders Proxy Card – Summit Wireless Technologies, Inc.
▼ DETACH PROXY CARD HERE TO VOTE BY MAIL ▼
(1)Election of Directors: •FOR ALL NOMINEES LISTED BELOW•WITHHOLD AUTHORITY TO VOTE FOR (except as marked to the contrary below) ALL NOMINEES LISTED BELOW INSTRUCTION:TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES’ NAMES BELOW:
01 Brett Moyer02 Jonathan Gazdak03 Dr. Jeffrey M. Gilbert 04 Helge Kristensen05 Michael Howse06 Lisa Cummins 07 Robert Tobias08 Sriram Peruvemba (2)To approve a proposal to ratify the Board’s selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. •VOTE FOR•VOTE AGAINST•ABSTAIN (3)To approve a proposal to adopt the 2020 Stock Incentive Plan. •VOTE FOR•VOTE AGAINST•ABSTAINDate Signature Signature, if held jointly To change the address on your account, please check the box at right and indicate your new address in the space above.¨ • Please sign exactly as your name or names appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
PROXY OR VOTE VIA THE INTERNET OR TELEPHONE. SUMMIT WIRELESS TECHNOLOGIES, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 20, 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Revoking all prior proxies, the undersigned, a stockholder of Summit Wireless Technologies, Inc. (the “Company”), hereby appoints Brett Moyer as attorney-in-fact and agents of the undersigned, with full power of substitution, to vote all of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and/or Series A 8% Senior Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), owned by the undersigned at the Annual Meeting of Stockholders of the Company to be held on THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THE PROXY SHALL BE VOTEDFOR THE ELECTION OF THE LISTED NOMINEES AS 2020; AND FOR THE ADOPTION OF THE 2020 STOCK INCENTIVE PLAN. PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS ON • To change the address on your account, please check the box at right and indicate your new address in the space above.PROMPTLYRETURNPROMPTLYRETURN THE ENCLOSED PROXY.DECEMBER 19, 2019December 19, 2019,October 20, 2020, at the Company’s offices at 8875 NE Von Neumann Dr., Suite 100, Hillsboro, Oregon 97006 at 2:1:00 p.m., Pacific Time, and at any adjournment thereof, as fully and effectively as the undersigned could do if personally present and voting, hereby approving, ratifying, and confirming all that said attorney and agent or his substitute may lawfully do in place of the undersigned as indicated on the reverse.DIRECTORS ANDDIRECTORS; FOR THE RATIFICATION OF BPM LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.DECEMBER 19, 2019OCTOBER 20, 2020 AT 2:1:00 P.M., PACIFIC TIME, AT THE COMPANY’S OFFICES AT 8875 NE VON NEUMANN DR., SUITE 100, HILLSBORO, OREGON 97006¨¨(Continued • (Continued and to be signed on Reverse Side)