Form 424B5 Summit Wireless Technolo



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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-233433

 

PROSPECTUS SUPPLEMENT

To Prospectus dated September 6, 2019

 

Up to $4,500,000 of Common Stock

 

 

 

Summit Wireless Technologies, Inc.

 

Summit Wireless Technologies, Inc. (the “Company”,
“Summit”, “we”, “us” or “our”) has entered into an equity distribution agreement with
Maxim Group LLC (“Maxim”) relating to the sale of shares of our common stock, par value $0.0001 per share (the “Common
Stock”), offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of such equity
distribution agreement, dated as of December 30, 2021 (the “Sales Agreement”), we may offer and sell up to a maximum aggregate
amount of $4,500,000 of our shares of Common Stock from time to time through Maxim, acting as our sales agent.

 

Sales of our shares of Common Stock, if any, under
this prospectus supplement and the accompanying base prospectus will be made by any method permitted that is deemed an “at the market
offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by means
of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by Maxim and us. Maxim will act
as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement
for funds to be received in any escrow, trust or similar arrangement.

 

Maxim
will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share of Common Stock sold. The net proceeds
to us that we receive from sales of our shares of Common Stock will depend on the number of such shares actually sold and the offering
price for such shares.
See “Plan of Distribution” beginning on page S-34  of this prospectus supplement
for more information regarding these arrangements. We are limited to the sale of not more than $4,500,000 of our shares of Common Stock
pursuant to the Sales Agreement. Based on the trading price of our Common Stock and because there is no minimum offering amount provided
for under the engagement agreement the actual proceeds to us will vary.

 

In connection with the sale of the shares of Common
Stock on our behalf, Maxim may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation
of Maxim may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to
Maxim with respect to certain liabilities, including liabilities under the Securities Act.

 

We will pay all of the expenses incident to the
registration, offering and sale of the shares of Common Stock under this prospectus supplement and the accompanying base prospectus.

 

Our Common Stock is listed on the Nasdaq Capital
Market (“Nasdaq”) under the symbol “WISA.” On December 23, 2021, the last reported sale price of our Common Stock
on Nasdaq was $1.55 per share.

 

As of the date of this prospectus supplement,
the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was $44,099,565.12 based on 15,806,659
shares of outstanding Common Stock, of which 15,312,349 shares were held by non-affiliates, and using the highest last reported sale price
of our Common Stock, during the past 60 days, which was $2.88 per share on November 9, 2021. Pursuant to General Instruction I.B.6 of
Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public
float in any 12-month period so long as our public float remains below $75,000,000. During the previous 12 calendar months prior to and
including the date of this prospectus supplement, we have offered an aggregate of $10 million of our securities pursuant to General Instruction
I.B.6 of Form S-3.

 

We are an “emerging growth company”
as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply
with certain reduced public company reporting requirements for this and future filings.

 

You should read carefully this prospectus supplement,
the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base
prospectus before accepting any shares of Common Stock.

 

 

Our business and investing in our shares of
Common Stock involve a high degree of risk. See “Risk Factors” beginning on page S-10 of this prospectus supplement,
on page 8 of the accompanying base prospectus and the risk factors described in the documents incorporated by reference into this
prospectus supplement and the accompanying base prospectus for more information.

 

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the
accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Maxim Group LLC

 

The date of this prospectus supplement is December
30, 2021

 

 

TABLE OF CONTENTS

 

 

 

 

ABOUT THIS PROSPECTUS SUPPLEMENT

 

This document is in two parts, this prospectus
supplement and the accompanying base prospectus, both of which are part of a registration statement on Form S-3 that we filed with
the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process.

 

The two parts of this document include: (1) this
prospectus supplement, which describes the specific details regarding this offering of shares of Common Stock; and (2) the accompanying
base prospectus, which provides a general description of the securities that we may offer, some of which may not apply to this offering.
Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in this prospectus
supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. You should read this
prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information”
and “Incorporation of Documents by Reference.”

 

Any statement made in this prospectus supplement
or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified
or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in
any other subsequently filed document that is also incorporated by reference into this prospectus supplement modifies or supersedes that
statement. Any statements so modified or superseded will be deemed not to constitute a part of this prospectus supplement except as so
modified or superseded. In addition, to the extent of any inconsistencies between the statements in this prospectus supplement and similar
statements in any previously filed report incorporated by reference into this prospectus supplement, the statements in this prospectus
supplement will be deemed to modify and supersede such prior statements.

 

The registration statement that contains this
prospectus supplement, including the exhibits to the registration statement and the information incorporated by reference into this prospectus
supplement and the accompanying base prospectus, contains additional information about the shares of Common Stock offered under this prospectus
supplement. That registration statement can be read on the SEC’s website or at the SEC’s offices mentioned below under the
heading “Where You Can Find More Information.”

 

We are responsible for the information contained
and incorporated by reference in this prospectus supplement, the accompanying base prospectus and any related free writing prospectus
that we prepare or authorize. Neither we nor Maxim have authorized anyone to provide you with different or additional information, and
we take no responsibility for any other information that others may give you. If you receive any other information, you should not rely
on it.

 

This prospectus supplement and the accompanying
base prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the shares of Common
Stock to which this prospectus supplement relates, nor do this prospectus supplement and the accompanying base prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.

 

You should not assume that the information in
this prospectus supplement and the accompanying base prospectus is accurate at any date other than the date indicated on the cover page of
this prospectus supplement or that any information that we have incorporated by reference is correct on any date subsequent to the date
of the document incorporated by reference. Our business, financial condition, results of operations or prospects may have changed since
that date.

 

You should not rely on or assume the accuracy
of any representation or warranty in any agreement that we have filed in connection with this offering or that we may otherwise publicly
file in the future because any such representation or warranty may be subject to exceptions and qualifications contained in separate disclosure
schedules, may represent the applicable parties’ risk allocation in the particular transaction, may be qualified by materiality
standards that differ from what may be viewed as material for securities law purposes or may no longer continue to be true as of any given
date.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus supplement, the accompanying base
prospectus and the documents incorporated by reference herein and therein, including the sections entitled “Risk Factors”,
contain “forward-looking statements” within the meaning of Section 21(E) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).
These forward-looking statements include, without limitation: statements regarding proposed new products or services; statements concerning
litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial
and operating results and future economic performance; statements of our management’s goals and objectives; statements concerning
our competitive environment, availability of resources and regulation; trends affecting our financial condition, results of operations
or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical
facts. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”,
“potential”, “continue”, “expects”, “anticipates”, “future”, “intends”,
“plans”, “believes” and “estimates,” and variations of such terms or similar expressions, are intended
to identify such forward-looking statements.

 

Forward-looking statements should not be read
as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance
or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or our
management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could
cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

 

Forward-looking statements speak only as of the
date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except
to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn
that we will make additional updates with respect to those or other forward-looking statements. You should review our subsequent reports
filed with the SEC described in the sections of this prospectus supplement and the accompanying base prospectus entitled “Where
You Can Find More Information” and “Incorporation of Documents by Reference,” all of which are accessible on the SEC’s
website at www.sec.gov.

 

INDUSTRY AND MARKET DATA

 

Unless otherwise indicated, information contained
in this prospectus supplement and the accompanying base prospectus concerning our industry and the market in which we operate, including
our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made
based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number
of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, all of the information
in this prospectus supplement concerning our industry and the market in which we operate, including our market position, market opportunity,
size and growth, may not take into account the effects that COVID-19 has had on such industry and market.

 

We have not independently verified any third-party
information. While we believe the market position, market opportunity and market size information included in this prospectus supplement
and the accompanying base prospectus is generally reliable, such information may be imprecise. In addition, projections, assumptions and
estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree
of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere
in this prospectus supplement. These and other factors could cause results to differ materially from those expressed in the estimates
made by the independent parties and by us.

 

 

PROSPECTUS SUPPLEMENT SUMMARY

 

This summary highlights selected information
contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. This summary does not contain
all the information that you should consider before accepting any shares of Common Stock. You should carefully read this entire prospectus
supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein before making a decision about
whether to accept any shares of Common Stock.

 

Overview

 

We believe that the future of audio technology
is in wireless devices and that Summit is well positioned to deliver best-in-class immersive wireless sound technology for intelligent
devices and next generation home entertainment systems. We currently sell modules which wirelessly transmit and receive audio directly
to speakers. Additionally, we plan to license our proprietary software technology, currently embedded in our wireless modules, to other
companies who can then embed our technology into other Wi-Fi enabled smart devices. The segment of the wireless audio market that Summit
focuses on is comprised of scalable multichannel solutions with levels of latency that are low enough to synchronize with video. The term
multichannel refers to the use of multiple audio tracks to reconstruct a sound field using multiple speakers.

 

As part of the effort to grow the wireless multichannel
home audio segment, Summit was a founding member of the WiSA Association, an association dedicated to providing industry leadership and
consumer choice through interoperability testing between brands. There are currently over 70 brands participating in the WiSA Association.
Products certified and marked with a WiSA Association logo have been tested to interoperate. This preserves consumer choice by enabling
consumers to choose different wireless transmitting products across different brands where audio is decoded with speakers that have the
WiSA Association logo displayed. Our marketing strategy focuses on, what we believe, are two emerging wireless audio market needs: better
audio quality and lower signal latency. Summit currently sells custom semiconductor chips and wireless modules to a growing list of consumer
electronics customers, including major brands in the consumer electronic industry. We believe that a growing adoption of our technology
by leaders in this industry will revolutionize the way people experience media content through their mobile devices, televisions (“TVs”),
game consoles and personal computers (“PCs”).

 

Our Business Focus

 

Our primary business focus is to enable mainstream
consumers and audio enthusiasts to experience high quality wireless audio. We intend to continue selling our proprietary wireless modules
to consumer electronics companies while also expanding our focus to implement a lower cost solution by porting our software onto commercially
available internet of things (“IoT”) modules with integrated Wi-Fi technology.

 

Industry Background

 

The primary growth segments for in home entertainment
have been “Bluetooth” stereo accessories which include single speakers, headsets, and more recently, “multi-room”
stereo speakers that use your home’s Wi-Fi network to stream audio throughout the house.

 

Our Technology

 

Our technology addresses some of the main issues
that we perceive are hindering the growth of the home theater: complexity of installation and cost. We believe that consumers want to
experience theater quality surround sound from the comfort of their homes. However, wired home theater systems often require expensive
audio-visual (“AV”) receivers to decode the audio stream, leaving the consumer with the burden of concealing the wires. Hiring
a professional to hide the wires into the walls or floor is invasive, complicated, costly and time consuming. Further, people who rent
as opposed to own their home may not be able to install these systems as the installation construction needed may not be permitted under
a lease agreement. Our first-generation wireless technology addresses these problems by transmitting wireless audio to each speaker at
Blu-ray quality (uncompressed 24-bit audio up to 96 kHz sample rates) and emphasizing ease of setup. To our knowledge, Summit’s
custom chips and modules technology is one of the only technologies available today that can stream up to eight (8) separate wireless
audio channels with low latency, removing lip-sync issues between the audio and video sources. In addition, every speaker within a system
that utilizes our technology can be synchronized to less than one microsecond, thus eliminating phase distortion between speakers. Summit’s
first-generation technology shows that wireless home theater systems are viable home audio solutions for the average consumer and audio
enthusiast alike.

 

Current research and development investments focus
on developing Wi-Fi compatible software for transmitting multichannel wireless audio for which patent applications have been submitted.
A software solution enables smart devices that have Wi-Fi and video media to deliver surround sound audio and allows us to port our wireless
audio technology to popular Wi-Fi based modules and systems on a chip (“SOC”) already shipping in volume. The Summit Wireless
“Discovery” module announced in January 2021 is the first IoT module solution with our embedded wireless audio software
that supports up to four separate wireless audio channels and, we believe, reduces the cost per wireless channel by approximately 50%
for soundbars and entry level home theater applications up to a 3.1 configuration. Our goal is to continue to commercialize and improve
performance of our software based-solutions, which other brands can integrate into their devices, that will (i) reduce integration
costs for mass market use, (ii) utilize Wi-Fi for wireless connectivity, making it easy to integrate into today’s high volume,
low cost SOC and modules, (iii) provide a low power consumption option to allow for use in battery powered devices, and (iv) provide
compatibility with popular consumer electronic operating systems.

 

 

WiSA Association

 

Our wholly-owned subsidiary, WiSA, LLC, operates
the WiSA Association, which is an association comprised of brands, manufacturers, and influencers within the consumer electronics industry,
all of which agree that a standardized method of interoperability between wireless audio components should exist, and most of which believe
that products should be brought to market with this goal in mind. The WiSA Association creates, maintains and manages specifications for
wireless interoperability that are available to all association members. For products with a WiSA Association certification, the WiSA
Association also creates, maintains and manages testing criteria and specifications for all products to be listed, marketed and sold.
WiSA-certification is a “stamp of approval” certifying that a product is interoperable with other products in the WiSA ecosystem
and has passed several high-performance tests ensuring interoperability and wireless performance standards are met. As the sole owner
of WiSA, LLC, we certify all WiSA Association products. LG Electronics introduced two premium model lines, OLED and Nanocell TVs, as WiSA
ReadyTM TVs in 2019 and has continued the feature in their 2020 TVs. Hisense Group Company Limited, Toshiba TV and Skyworth
Group Limited (“Skyworth”) also each recently announced that their TVs would be WiSA ReadyTM as well.

 

In 2018, the Company introduced the WiSA ReadyTM certification.
The WiSA ReadyTM certification identifies entertainment sources – such as TVs, gaming systems or computers –
that are equipped to deliver up to eight (8) channels of HD audio to WiSA-certified speakers when connected with a WiSA Universal
Serial Bus (“USB”) transmitter. This program simplifies consumer set-up and reduces costs by replacing AV receivers or wireless
hubs with a low-cost USB accessory. We believe that using WiSA ReadyTM products allows consumers to more simply and conveniently
enjoy wireless multi-channel sound, eliminating the clutter, wires and complicated installs generally required to create immersive audio
experiences.

 

Currently, WiSA-certified products are required
to use Summit modules in order to meet the standards set by the WiSA Association. As a result, WiSA Association members purchase modules
from us in order to build their products to meet such standards.

 

Among WiSA-certified products, consumers will
be able to outfit their home entertainment system with WiSA-certified speakers and components from any participating vendor with the assurance
that the devices will interoperate and provide high quality wireless HD surround sound.

 

The WiSA Association manages logo usage and trademark
guidelines, investigates alternative markets, connects brands to manufacturing resources, and, we believe, provides industry leadership
in solving the challenges facing the home theater and commercial markets in the integration of wireless audio technology.

 

The WiSA Association has dramatically increased
consumer awareness, as measured by web traffic through the WiSA Association website. In the first nine months of 2021, there were nearly
1,200,000 visitors to Association related websites, growing over 550% compared to the same period in last year. There were 176,000 web
visits in 2020. The WiSA Association utilizes Google analytics to identify and measure user web traffic.

 

Modules

 

Summit has designed wireless modules that provide
high performance wireless audio for our customers to integrate into their products, such as a speaker, TV, media hubs and USB or HDMI
dongles. These modules include our custom semiconductors with our intellectual property (“IP”) built in as well as a Wi-Fi
radio for communications. By designing and selling these modules, we can reduce our customers’ design expense, accelerate their
time-to-market cycle, and reduce the cost of each module. Summit offers both a “TX” module to transmit the audio from a host
device like a media hub, TV or dongle to WiSA-enabled speakers and an “RX” model for speakers that receive the wireless audio
signal and processes it for audio play out.

 

Modules for Consumer Products

 

Summit’s TX modules are targeted for integration
into TVs, AV receivers, media hubs and USB or HDMI dongles. Summit’s transmitter, with its integrated antenna, is designed to support
rooms as large as 10-meters by 10-meters with uncompressed, 24-bit audio up to 96 kHz sample rate. The module supports a simple interface,
with Inter-IC Sound (“I2S”) or USB audio and control. In addition, Summit’s technology has been approved by Digital
Content Protection, LLC, the licensing agency for High-bandwidth Digital Content Protection, as an audio-only output technology for retransmission
of audio content.

 

 

Summit’s receiver interfaces to a digital
amplifier and is designed to be integrated directly into a home theater speaker. The four (4) printed circuit board (PCB) antennas
simplify system integration while providing robust reception of 24-bit audio up to 96 kHz sample rates virtually anywhere within a 10-meter
by 10-meter space. It supports one or two separate audio outputs via I2S. An optional interface on the receiver module can be enabled
to configure the speaker type and provide volume/mute control at the speaker. Alternatively, the speaker type can be assigned at the factory
for preconfigured Home Theater in a Box applications.

 

The Summit Opportunity

 

We believe that the following attributes: cost,
mobility, video support, ease of installation and quality create a market opportunity for Summit’s technologies to be adopted by
the consumer electronics industry as described further below.

 

Cost

 

We believe that the simplicity and cost structure
of our current WiSA USB transmitter and upcoming embedded software solution will make our prices competitive for a wider range of applications,
allowing consumer electronics companies to integrate our technology, while also delivering high quality audio.

 

Mobility

 

Mobile devices are popular for streaming video,
gaming and using virtual reality applications. We believe that this is driving a need for an embedded high-fidelity wireless solution
in the mobile device that can transmit audio to headsets or speakers within a room. Summit’s technology enables high quality wireless
audio transmission from mobile devices.

 

Video Support

 

Wireless audio capable of supporting video has
become a priority for consumers across a variety of high-volume multimedia platforms, including TV’s, smartphones, game consoles
and set-top boxes. Video applications require audio and video to be perfectly synchronized in order to avoid lip-sync and speaker audio
phase distortion issues. Summit’s technology prioritizes low latency and synchronization to less than one microsecond, thus practically
eliminating phase distortion between speakers.

  

Ease of Installation

 

We believe that the home theater market has moved
toward simplicity in recent years. The costly and inconvenient home theaters of the past have left consumers with a desire for audio systems
that provide a simplified installation process. We believe that new audio systems, including the predominant sound bar system, are unable
to provide high levels of performance, especially in the surround-sound market. Summit’s technology greatly simplifies the installation
process of true surround-sound systems. This allows consumers to install a home theater system with the same amount of effort as a sound
bar, but enjoy a far superior experience. We believe that an overwhelming majority of the content entering consumers’ homes through
digital TV and streaming services is provided in a multi-channel format, which is why Summit’s goal is to facilitate enjoyment of
true surround sound for both the everyday consumer and audio enthusiast.

 

In addition to easy installation, Summit modules
provide consumers with a multitude of options, allowing customization of a home theater specific to each consumer, without being forced
to stick with one brand of speaker. For example, our hope is that a consumer might start with a Summit enabled sound bar for their TV
and then add a Summit enabled subwoofer. That same system can be easily upgraded to a variety of surround sound systems by simply adding
more speakers. Our technology will allow consumers to upgrade an audio system or just one component of the system without the need to
replace the entire system. Consumers can keep the original transmitter, sound bar, and subwoofer and integrate them seamlessly into a
new system. Being able to outfit a home entertainment system with Summit-enabled speakers and components gives consumers the ability to
express their individual preference and needs and provides the assurance that the devices will interoperate, delivering what we believe
is the highest standard in HD wireless surround sound.

 

Dissatisfaction with Bluetooth Performance
and Quality

 

We believe that consumers want better performance
and quality from their Bluetooth audio devices. For example, they may want headsets that stay connected over longer distances or products
that offer better audio fidelity. By offering a solution that addresses these needs at a comparable price point to Bluetooth, we believe
that we can build consumer demand for our technology.

 

 

Profitability of Audio Component Accessories

 

High-definition televisions (“HDTVs”)
are getting thinner and it is becoming increasingly difficult to incorporate the latest electronic advances into such thin displays. Over
two hundred million smart TVs are currently sold annually. We expect that eventually most of the electronics will be external to the display.
We believe that the first physical feature to be removed from HDTVs will be the audio component, since there is very little room for quality
speakers in today’s thin displays. We believe that HDTV manufacturers know that they need to provide an audio alternative. Additionally,
since cost is a significant consideration, we believe that some manufacturers may offer external sound bars which will satisfy some consumers,
but perhaps not the consumers who desire a high-quality audio alternative. Approximately 42 million sound bars are forecasted to be sold
worldwide in 2022 per Infiniti Research. Technology Association, which would equate to 30 to 40 million sound bars sold worldwide. We
believe that these developments are creating an inflection point in the market, and manufacturers are looking to Summit’s technology
to create a standard for wireless audio interoperability that will support a long-term product strategy for the successful development
of high quality, wireless audio products. By designing speaker systems that incorporate Summit’s technology, consumer electronics
companies will be able to sell easy-to-install surround sound audio solutions alongside TVs.

 

Enjoyment of improved audio on existing content

 

We believe that the growth in the number of video
devices streaming multi-channel audio content, coupled with new 3D immersive sound experiences from Dolby’s ATMOS and DTS’
DTSx formats, will help propel the demand for wireless speakers well into the future.

 

Enjoyment of wireless audio without interference
from other wireless signals

 

Having other devices nearby that also use the
5 GHz band should not affect the performance of a Summit-enabled audio system, as Summit’s technology can seamlessly switch to another
frequency within the 5 GHz band. The 5 GHz U-NII spectrum utilized by Summit technology has up to 24 channels available that are constantly
monitored for interference using the Dynamic Frequency Selection sub-band between 5.2 and 5.8 GHz. When interference is detected, the
next channel, having been monitored for over one minute and confirmed for accessibility, is ready to be accessed and Summit-enabled devices
switch seamlessly to that channel, without the user ever noticing or the audio experience being affected.

  

What Distinguishes Summit from its Competitors

 

Both the proprietary technology and the adoption
of the technology by leaders in consumer electronics are differentiating factors for Summit. Our management believes that Summit is one
of the only companies with the technical capabilities of transmitting high resolution, low latency, and speaker synchronization of wireless
audio capable of supporting up to 8 channels. Premium consumer brands, like Bang & Olufsen, Harman International, a division
of Samsung Electronics Co., Ltd. (“Samsung”) and LG Electronics have begun to adopt our technology.

 

Category Defining Wireless Audio

 

Our first-generation wireless audio technology
delivers industry leading 8 channels of uncompressed audio directly to the speakers in 24-bit and up to 96 kHz sample rates. This means
that a consumer can experience audio exactly as it was mastered in the studio. Summit’s technology supports surround sound systems
up to 7.1 or 5.1.2 for Dolby Atmos® configurations.

 

Alternative technologies such as Standards-based
Bluetooth and Wi-Fi are not ideally suited for transmitting fixed low latency audio that is synchronized to video. However, Bluetooth
and Wi-Fi can work well for audio-only wireless transmission, when video is not a part of the listening experience. In audio-only applications,
latency is less critical and audio data can be buffered in memory to ensure proper speaker synchronization even when data retransmissions
are needed in today’s congested wireless environments. In video applications, retransmissions of audio packets add to latency making
Bluetooth and Wi-Fi protocols unacceptable for video synchronization and rendering of quality multichannel audio. A few custom silicon-based
solutions exist today that improve on Bluetooth and Wi-Fi performance, but compared to Summit, such products have longer latencies, lower
performing speaker synchronization, and are limited to 2-4 audio channels and often only support 16-bit CD quality audio.

 

Summit’s technology roadmap includes proprietary
software that will enable standard Wi-Fi protocol to support multi-channel audio for video applications, while permitting Summit to leverage
Wi-Fi’s lower chip and module cost structure. Summit’s first-generation technology was designed for the mid- to high-end home
theater market and offers a unique feature set that is expected to be included in new product designs for years. Summit’s new Wi-Fi
strategy enables the Company to compete in the entry level home theater market at Bluetooth price points, while delivering superior multi-channel
performance for higher volume applications. The Company’s recently announced Discovery module is the first product that integrates
Summit’s new software which enables a transceiver module to keep up to four independent wireless audio channels synchronized in
a room size up to 10 meters square. The Discovery module is ideally suited for entry level home entertainment systems, including sound
bars, TVs, subwoofers and Dolby Atmos® applications.

 

 

Summit Customers

 

Summit primarily sells wireless modules containing
custom semiconductor chips to a growing list of consumer electronics customers, including major brands such as Bang & Olufsen,
Enclave Audio, Klipsch, LG Electronics, Harman International, a division of Samsung, Savant, Skyworth and System Audio. We believe that
the use of our products by well-known consumer electronics brands will provide an opportunity to create wireless audio products that are
simple to install and perform at high levels. Brands such as Bang & Olufsen and Klipsch have chosen Summit technology to drive
their wireless home audio/theater product assortments. We believe that their leadership has brought credibility to the technology and
paved the way at retail for other brands to follow.

  

Our Strategy

 

Our goal is to establish and maintain a leadership
position as the ubiquitous standard for hi-fidelity wireless, multi-channel audio. To obtain and enhance our position as the leading standard
in the audio space, we intend to:

 

  improve recognition of our Summit brand and the WiSA Association standard brand;

 

  provide excellent products and services to our customers and members;

 

  make sure our technology is accessible to many consumers by having our technology in consumer electronics devices that sell at a variety of price points;  
     
  expand market awareness of wireless multi-channel hi-fidelity audio experience availability;

 

  reduce hardware costs;

 

  enhance and protect our IP portfolio;

 

  invest in highly qualified personnel; and

 

  build innovative products alongside the world’s leading consumer electronics companies.

 

We currently sell our modules in relatively small
quantities. As new customers introduce Summit-enabled products and current customers introduce second and third generation Summit-enabled
products, we expect that orders for our modules will increase proportionally. With larger orders, we believe that we can take advantage
of economies of scale and improve our gross margins on our modules.

 

Interoperability

 

Interoperability is a key aspect of wireless technology.
We believe that this is especially true with audio technology, where unique designs, price points, audio quality and capabilities as well
as consumer brand loyalties are significant factors for the end consumer. Creating home theater and audio components that all work with
an interoperable standard creates a high level of confidence in retailers and consumers in the functionality of the entire entertainment
system. Interoperability also increases the opportunity for specialized brands to create new and innovative products knowing they can
focus on their specific part of the market and rely on others to create the necessary cohort components.

 

Corporate Information

 

We were formed as Summit Semiconductor, LLC, a
Delaware limited liability company, on July 23, 2010. We converted to a Delaware corporation, effective December 31, 2017, at
which time we changed our name to Summit Semiconductor, Inc. Effective as of September 11, 2018, we changed our name to Summit
Wireless Technologies, Inc. We run our operations through Summit Wireless Technologies, Inc., as well as through our wholly-owned
subsidiary, WiSA, LLC, a Delaware limited liability company.

 

Where You Can Find Us

 

Our principal executive offices are located at
6840 Via Del Oro, Ste. 280, San Jose, CA 95119 and our telephone number is (408) 627-4716. Our website address is www.summitwireless.com.
The website for the WiSA Association is http://www.wisaassociation.org. The information contained on, or that can be accessed
through, our websites is not incorporated by reference into this prospectus supplement or accompanying base prospectus and is intended
for informational purposes only.

 

 

Summit Wireless Technologies, Summit Semiconductor,
Summit WirelessTM, the Summit Wireless Technologies, Inc. logo, the WiSA logo and other trade names, trademarks or service
marks of Summit Wireless Technologies, Inc. appearing in this prospectus supplement and accompanying base prospectus are the property
of Summit Wireless Technologies, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus supplement
and accompanying base prospectus are the property of their respective holders.

 

Implications of Being an Emerging Growth Company and a Smaller Reporting
Company

 

We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company,
unlike public companies that are not emerging growth companies under the JOBS Act, we will not be required to:

 

  · provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”);
     
  · provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations;

 

  · comply with any new requirements adopted by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
     
  · provide certain disclosure regarding executive compensation required of larger public companies or hold stockholder advisory votes on the executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or
     
  · obtain stockholder approval of any golden parachute payments not previously approved.

 

We will cease to be an emerging growth company
upon the earliest of the:

 

  · last day of the fiscal year in which we have $1.07 billion or more in annual revenues;
     
  · date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);
     
  · date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or
     
  · last day of the fiscal year following the fifth anniversary of our initial public offering (“IPO”).

 

In addition, Section 107 of the JOBS Act
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards, and we have elected to take advantage of such extended transition
period for complying with new or revised accounting standards.

 

We have elected to adopt certain of the reduced
disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this
prospectus supplement and the accompanying base prospectus may be different than the information you may receive from other public companies
in which you hold equity interests. In addition, it is possible that some investors will find our Common Stock less attractive as a result
of these elections, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

 

We are also a “smaller reporting company,”
meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100
million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value
of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our
annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates
is less than $700 million measured on the last business day of our second fiscal quarter. If we are a smaller reporting company at the
time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available
to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions
from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

 

 

Recent Developments

 

On November 10, 2021, the Company reaffirmed its
revenue guidance for the 2021 year, of between $6.3 million and $6.5 million relative to revenue of $2.4 million for 2020.

 

On December 16, 2021, the Company’s board
of directors (the “Board”) appointed David M. Howitt as a member of the Board, thereby increasing the Board membership count
to eight (8). Mr. Howitt will serve as a director until the next annual meeting of the Company’s stockholders, at which time he
will stand for election until the annual meeting of the Company’s stockholders following his election, or his earlier resignation,
retirement or other termination of service. 

 

Risk Factors Summary

 

  · We have incurred losses since inception.

 

  · Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

 

  · A small number of our customers represent a significant percentage of our revenue, so any loss of key customers could have a material adverse effect on our business.

 

  · We are reliant on module manufacturers to produce the modules which we then sell to our customers and any change in their management or business could have a negative effect on our operations.

 

  · We are dependent on suppliers who have experienced difficulty sourcing certain parts and materials and are thus subject to macro and micro supply chain disruptions that hold the prospect of having a negative impact on our business and results.
     
  · We currently rely on semiconductor manufacturers to manufacture our semiconductors, and our failure to manage our relationship with our semiconductor manufacturers successfully could negatively impact our business.

 

  · Declines in or problems with the WiSA Association membership could negatively affect our reputation.

 

  · Failure to stay on top of technology innovation could harm our business model.

 

  · Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our modules.

 

  · Interruptions or performance problems associated with technology and wireless technology outside of our control may adversely affect our business and results of operations.

 

  · Real or perceived errors, failures or bugs in our modules could adversely affect our operating results and growth prospects.

 

  · We rely on the cooperation of our customers to install our modules in their audio products.

 

  · If we do not or cannot maintain cutting edge technology and compatibility of our modules with products that our customers use, our business could suffer.

 

  · Our future quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

 

  · Our sales are subject to fluctuation as a result of seasonality, which is outside of our control.

 

  · Our sales are subject to fluctuation as a result of our customers’ new product introduction timelines and end-user adoption of our customers’ retail products, both of which are outside of our control.

 

  · We conduct international operations, which exposes us to significant risks.

 

  · We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

 

  · Changes in financial accounting standards may cause adverse and unexpected revenue fluctuations and impact our reported results of operations.

 

 

  · We are engaged in distributing products from a company in which one of our directors is an executive officer, the fulfillment of which caused such director to no longer be independent.

 

  · We face risks related to health epidemics and other outbreaks, which could significantly disrupt our operations and could have a material adverse impact on us, and the recent coronavirus outbreak could materially and adversely affect our business.

 

  · Failure to protect our IP rights could adversely affect our business.

 

  · We may be subject to IP rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

 

  · If we fail to make necessary improvements to address the material weakness in our internal control over financial reporting identified by our independent registered public accounting firm, we may not be able to report our financial results accurately and timely or prevent fraud, any of which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the trading price of our Common Stock to decline.

 

  · Substantial future sales of shares of our Common Stock could cause the market price of our Common Stock to decline.

 

  · A large number of shares may be sold in the market as a result of this offering, which may significantly depress the market price of our Common Stock.

 

  · We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing securities that would dilute the ownership of the Common Stock. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our shares of Common Stock.

 

  · We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.

 

  · If we are unable to remain in compliance with all applicable continued listing requirements and standards of Nasdaq, our Common Stock could be delisted from Nasdaq.

 

  · In the event that our Common Stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of our Common Stock because they may be considered penny stocks and thus be subject to the penny stock rules.

 

Please see “Risk Factors” beginning
on page S-10 for more details.

 

 

The Offering

 

Shares of Common Stock offered by us   2,903,225 shares of Common Stock (at an assumed offering price of $1.55 per share, which was the closing price of our Common Stock on Nasdaq on December 23, 2021). The actual number of shares of Common Stock to be issued will vary depending on the sales price in this offering.
     
Total shares of Common Stock to be outstanding after this offering   18,709,884 shares of Common Stock.
     
Manner of offering   “At the market offering” that may be made from time to time on Nasdaq or other market for our shares of Common Stock in the U.S. through our sales agent, Maxim. Maxim will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreeable terms between Maxim and us. See “Plan of Distribution.”
     
Use of proceeds   We intend to use the net proceeds from this offering for working capital,
capital expenditures, product development, and other general corporate purposes, including investments in sales and marketing in the United
States and internationally. See “Use of Proceeds” on page S-23 of this prospectus supplement for additional information.
     
Risk factors   See “Risk Factors” beginning on page S-10 and the other
information included in this prospectus supplement and the accompanying base prospectus on page 8, as well as the information incorporated
by reference herein and therein, for a discussion of factors that you should carefully consider before deciding to accept any shares of
Common Stock.
     
Nasdaq symbol   “WISA”.

 

Shares of our Common Stock that will be outstanding
after this offering is based on 15,806,659 shares of Common Stock outstanding as of December 24, 2021, but excludes (a) up to an
aggregate of 4,495,636 shares of Common Stock issuable upon exercise of our outstanding warrants and pre-funded warrants as of December
24, 2021, (b) 20,000 unvested deferred shares (the “Deferred Shares”) issued under our 2018 Long-Term Stock Incentive
Plan (the “LTIP”) to Michael Howse, a former member of our board of directors, pursuant to a Deferred Shares Agreement, entered
into as of January 4, 2019 (the “Deferred Shares Agreement”), and (c) an aggregate of 438,462 shares of Common Stock
issuable upon vesting of restricted stock units that were issued pursuant to the Company’s 2020 Stock Incentive Plan (the “2020
Plan”), none of which have vested as of December 24, 2021.

 

 

RISK FACTORS

 

Holding shares of Common Stock involves a high
degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus supplement, the accompanying
base prospectus and in the documents that we incorporate by reference into this prospectus supplement and the accompanying base prospectus
before you decide to accept any Shares. In particular, you should carefully consider and evaluate the risks and uncertainties described
under the heading “Risk Factors” in this prospectus supplement and the accompanying base prospectus, or in the documents incorporated
by reference herein and therein. Any of the risks and uncertainties set forth in this prospectus supplement and the accompanying base
prospectus, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into
this prospectus supplement or the accompanying base prospectus, could materially and adversely affect our business, results of operations
and financial condition, which in turn could materially and adversely affect the value of our Common Stock.

 

Risks Related to Our Business and Industry

 

We have incurred losses since inception.

 

We have incurred net losses since inception and
had an accumulated deficit of approximately $209,134,000 as of September 30, 2021, compared to $200,383,000 as of December 31, 2020,
and $187,678,000 as of December 31, 2019. We had a net loss of $8,751,000 for the nine months ended September 30, 2021. If we are
unsuccessful in implementing any initiatives to improve our revenues in order to achieve profitability, it will have a material adverse
impact on our business, prospects, operating results and financial condition. There can be no assurance that the revenue that we generate
will be able to support our operations or meet our working capital needs.

 

Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

 

Our independent registered public accounting firm
has included in its report for the year ended December 31, 2020 an explanatory paragraph expressing substantial doubt about our ability
to continue as a going concern. Our consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and the discharge of liabilities in the normal course of business. We have incurred net losses each year since
inception, including a net loss of $12,705,000 during the year ended December 31, 2020. We also had a net loss of $8,751,000 for
the nine months ended September 30, 2021
. Our ability to continue as a going concern is contingent upon, other factors, our ability
to raise additional capital through sales of our securities, including this offering, and incurrence of debt. Additionally, future capital
requirements will depend on many factors, including the rate of revenue growth, the selling price of our products, the expansion of sales
and marketing activities, the timing and extent of spending on research and development efforts and the continuing market acceptance of
our products. These factors raise substantial doubt about our ability to continue as a going concern. There is no assurance that additional
financing will be available at terms acceptable to us or at all. If we cannot continue as a viable entity, this could materially adversely
affect the value of the shares of Common Stock.

 

A small number of customers represent a
significant percentage of our revenue, so any loss of key customers could have a material adverse effect on our business.

 

A small number of our customers represent a significant
percentage of our revenue. Although we may have agreements with these customers, these agreements typically do not require any minimum
purchases and do not prohibit customers from using competing technologies or customers from purchasing products and services from competitors.
Because many of our markets are rapidly evolving, customer demand for our technologies and products can shift quickly. As of December 31,
2020, we had three customers accounting for 36%, 31% and 15% of accounts receivable. We had three customers accounting for 43%, 10% and
10% of our net revenue for the year ended December 31, 2020. As of September 30, 2021, we had one customer accounting for 63% of
accounts receivable and three customers accounting for 63%, 12% and 12% of our net revenue for the nine months ended September 30, 2021.

  

We are reliant on module manufacturers to
produce the modules which we then sell to our customers and any change in their management or business could have a negative effect on
our operations.

 

Our revenue from the sale of modules to consumer
electronics and speaker companies depends in large part upon the availability of our modules that implement our technologies. Our manufacturers
incorporate our technologies into these modules, which are then incorporated in consumer entertainment products. We do not manufacture
these modules, but rather depend on manufacturers to produce the modules which we then sell to our customers. We do not control the manufacturers.
While we have a longstanding relationship with our manufacturers, there can be no assurance that our manufacturers will continue to timely
produce our modules. Change in management of our manufacturers or a change in their operations could negatively affect our production
and cause us to seek other manufacturers which we may not be able to obtain on the same or similar terms as our current manufacturers.
This could have a negative effect on our operations.

 

 

We currently rely on semiconductor manufacturers
to manufacture our semiconductors, and our failure to manage our relationship with our semiconductor manufacturers successfully could
negatively impact our business.

 

We rely on a single contractor in Japan for the
production of our transmit semiconductor chip and a single contractor in China for the production of our receive semiconductor chip. Our
reliance on these semiconductor manufacturers reduces our control over the manufacturing process, exposing us to risks, including increase
production costs and reduced product supply. If we fail to manage our relationships with these manufacturers effectively, or if a contract
manufacturer experiences delays, disruptions, or decides to end-of-life components that it manufactures for us, our ability to ship products
to our end-user customers could be impaired and our competitive position and reputation could be harmed. In addition, any adverse change
in our manufacturers’ financial or business condition could disrupt our ability to supply quality products to our end-user customers.
If we are required to change manufacturers, we may lose revenue, incur increased costs and damage our customer relationships. In addition,
qualifying a new semiconductor manufacturer and commencing production can be an expensive and lengthy process. As a result of any of these
aforementioned disruptions, we would experience a delay in our order fulfillment, and our business, operating results and financial condition
would be adversely affected.

 

Declines in or problems with the WiSA Association membership
could negatively affect our reputation.

 

We rely significantly on the members of our wholly-owned
subsidiary, WiSA, LLC, to uphold the standards and criteria of interoperable audio products. If we lose members or new technology is developed
that is easier to incorporate than ours, the WiSA Association may fail to maintain its active status and the sales of our modules could
diminish as well. In addition, failure of our members to adhere to our policies designed to provide interoperability between audio systems
could undermine the integrity of our brand.

 

Failure to stay on top of technology innovation
could harm our business model.

 

Our revenue growth will depend upon our success
in new and existing markets for our technologies. The markets for our technologies and products are defined by:

 

  rapid technological change;

 

  new and improved technology and frequent product introductions;

 

  changing consumer demands;

 

  evolving industry standards; and

 

  technology and product obsolescence.

 

Our future success depends on our ability to enhance
our technologies and products and to develop new technologies and products that address the market needs in a timely manner. Technology
development is a complex, uncertain process requiring high levels of innovation, highly-skilled engineering and development personnel,
and the accurate anticipation of technological and market trends. We may not be able to identify, develop, acquire, market, or support
new or enhanced technologies or products on a timely basis, if at all.

  

Failure to effectively develop and expand
our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our
modules.

 

To increase total customers and customer recognition
of the WiSA Association products and to achieve broader market acceptance of our technology, we will need to expand our sales and marketing
organization and increase our business development resources, including the vertical and geographic distribution of our sales force and
our teams of account executives focused on new accounts and responsible for renewal and growth of existing accounts.

 

Our business requires that our sales personnel
have particular expertise and experience in interoperability of audio systems, and the latest wireless audio technology. We may not achieve
revenue growth from expanding our sales force if we are unable to hire, develop and retain talented sales personnel with appropriate experience,
if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if our sales and marketing
programs are not effective.

 

Interruptions or performance problems associated
with technology and wireless technology outside of our control may adversely affect our business and results of operations.

 

We may in the future experience performance issues
due to a variety of factors, including wireless technology disruptions, human or software errors. If a wireless connection is compromised,
our products will not work as designed and our business could be negatively affected. In some instances, we may not be able to identify
the cause or causes of these performance problems within an acceptable period of time or a connection problem may be out of our control
and could deter customers from purchasing wireless audio components.

 

 

We expect to continue to make significant investments
to maintain and improve the performance of our modules. To the extent that we do not effectively address capacity constraints, upgrade
our systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business,
operating results and financial condition may be adversely affected.

 

Real or perceived errors, failures or bugs
in our modules could adversely affect our operating results and growth prospects.

 

Because our modules are complex, undetected errors,
failures or bugs may occur. Our module is installed and used in numerous audio systems of different brands with different operating systems,
system management software, and equipment and networking configurations, which may cause errors or failures of our technology. Despite
our testing, errors, failures or bugs may not be found in our modules until it is released to our customers. Moreover, our customers could
incorrectly implement or inadvertently misuse our modules, which could result in customer dissatisfaction and adversely impact the perceived
quality or utility of our products as well as our brand.

 

Any of these real or perceived errors, compatibility
issues, failures or bugs in our modules could result in negative publicity, reputational harm, loss of competitive position or claims
by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons,
to expend additional resources in order to correct the problem. Alleviating any of these problems could require significant expenditures
of our capital and other resources and could cause interruptions or delays in the use of our solutions, which could cause us to lose existing
or potential customers and could adversely affect our operating results and growth prospects.

 

We rely on the cooperation of our customers
to install our modules in their audio products.

 

Our modules are sold to our customers who are
consumer electronics companies. Our customers install the modules into their products. Our customers’ audio products are sold to
the general public who must then install the audio system into their homes or businesses. We do not oversee installation of our products
and therefore have no control over the end result. If a module is not installed correctly in a customer product or an end consumer does
not install their audio system correctly, our technology may not work properly, which could result in customer dissatisfaction or have
a material adverse impact on our reputation, our business and our financial results.

  

If we do not or cannot maintain cutting
edge technology and compatibility of our modules with products that our customers use, our business could suffer.

 

Our customers integrate our modules into their
products. The functionality and popularity of our technology depends, in part, on our ability to produce modules that integrate into our
customers’ products. Our customers may change the features of their technologies and audio systems as a whole may advance technologically.
Such changes could functionally limit or terminate the utility of our product, which could negatively impact our customer service and
harm our business. If we fail to maintain cutting edge technology and compatibility with the products our customers produce, we may not
be able to offer the functionality that our customers need, and our customers may not purchase our modules, which would negatively impact
our ability to generate revenue and have a material adverse impact on our business.

 

Our future quarterly results of operations
may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

 

Our revenues and results of operations could vary
significantly from quarter to quarter as a result of various factors, many of which are outside of our control, including:

 

  the expansion of our customer base;

 

  the renewal of agreements with, and expansion of coverage by, existing customers;

 

  the size, timing and terms of our sales to both existing and new customers;

 

  the introduction of products or services that may compete with us for the limited funds available to our customers, and changes in the cost of such products or services;

 

  changes in our customers’ and potential customers’ budgets;

 

  our ability to control costs, including our operating expenses;

 

 

  our ability to hire, train and maintain our direct sales force, engineers, and marketing employees;

 

  the timing of satisfying revenue recognition criteria in connection with initial deployment and renewals;

 

  general economic and political conditions, both domestically and internationally; and

 

  the effects of outbreaks, epidemics or pandemics of contagious diseases, including the length and severity of COVID-19.

 

Any one of these or other factors discussed elsewhere
in this prospectus supplement and accompanying base prospectus, or the documents incorporated by reference herein and therein, may result
in fluctuations in our revenues and operating results, meaning that quarter-to-quarter comparisons of our revenues, results of operations
and cash flows may not necessarily be indicative of our future performance.

 

Because of the fluctuations described above, our
ability to forecast revenues is limited and we may not be able to accurately predict our future revenues or results of operations. In
addition, we base our current and future expense levels on our operating plans and sales forecasts, and our operating expenses are expected
to be relatively fixed in the short term. Accordingly, we may not be able to reduce our costs sufficiently to compensate for an unexpected
shortfall in revenues, and even a small shortfall in revenues could disproportionately and adversely affect our financial results for
that quarter. The variability and unpredictability of these and other factors could result in our failing to meet or exceed financial
expectations for a given period.

 

Our sales are subject to fluctuation as
a result of seasonality, which is outside of our control.

 

Our sales are subject to the seasonality of when
consumers buy electronic products, generally in the third quarter leading up to the year-end holiday season. Our customers’ plans
to complete and ship new products to meet this seasonal peak can critically impact our financial results should they miss the holiday
season. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily
indicative of the results that may be achieved for a full fiscal year.

  

Our sales are subject to fluctuation as
a result of our customers’ new product introduction timelines and end-user adoption of our customers’ retail products, both
of which are outside of our control.

 

We, in conjunction with our customers, are launching
a new technology to the retail and consumer market. The consumer adoption rate at retail is a critical component of our financial success
and is currently an unknown component of our financial plans. The variability and unpredictability of these and other factors could result
in our failing to meet or exceed financial expectations for a given period. As a result of these factors, our financial results for any
single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal
year.

 

We conduct international operations, which
exposes us to significant risks.

 

We have offices in California and Oregon, but
we also have employees in Taiwan and representatives in China, Japan and the Republic of Korea. Operating in international markets requires
significant resources and management attention and subjects us to regulatory, economic and political risks in addition to those we already
face in the United States. In addition, we invest time and resources in understanding the regulatory framework and political environments
of our customers overseas in order to focus our sales efforts. Because such regulatory and political considerations are likely to vary
across jurisdictions, this effort requires additional time and attention from our sales team and could lead to a sales cycle that is longer
than our typical process for sales in the United States. We also may need to hire additional employees and otherwise invest in our international
operations in order to reach new customers. Because of our limited experience with international operations as well as developing and
managing sales in international markets, our international efforts may not be successful.

 

In addition, we will face risks in doing business
internationally that could adversely affect our business, including:

 

  the potential impact of currency exchange fluctuations;

 

  the difficulty of staffing and managing international operations and the increased operations, travel, shipping and compliance costs associated with having customers in numerous international locations;

 

  potentially greater difficulty collecting accounts receivable and longer payment cycles;

 

  the need to offer customer support in various languages;

 

 

  challenges in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

 

  export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and Security and the Treasury Department’s Office of Foreign Assets Control;

 

  compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act and United Kingdom Bribery Act of 2010;

 

  tariffs and other non-tariff barriers, such as quotas and local content rules;

 

  more limited protection for our IP in some countries;

 

  adverse or uncertain tax consequences as a result of international operations;

 

  currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars;

 

  restrictions on the transfer of funds;

 

  deterioration of political relations between the United States and other countries; and

  

  political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.

 

Also, we expect that due to costs related to our
international efforts and the increased cost of doing business internationally, we will incur higher costs to secure sales to international
customers than the comparable costs for domestic customers. As a result, our financial results may fluctuate as we expand our operations
and customer base worldwide.

 

Our failure to manage any of these risks successfully
could harm our international operations and adversely affect our business, operating results and financial condition.

 

We are dependent on the continued services
and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

 

Our future success depends in large part on the
continued contributions of our senior management and other key personnel. In particular, the leadership of key management personnel is
critical to the successful management of our Company, the development of our products, and our strategic direction. We also depend on
the contributions of key technical personnel.

 

We do not maintain “key person” insurance
for any member of our senior management team or any of our other key employees. Our senior management and key personnel are all employed
on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The
loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives
and adversely affect our business.

 

Changes in financial accounting standards
may cause adverse and unexpected revenue fluctuations and impact our reported results of operations.

 

A change in accounting standards or practices
could harm our operating results and may even affect our reporting of transactions completed before the change is effective. New accounting
pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing
rules or the questioning of current practices may harm our operating results or the way we conduct our business.

 

Risks related to COVID-19

 

We face risks related to health epidemics
and other outbreaks, which could significantly disrupt our operations and could have a material adverse impact on us, and the recent coronavirus
outbreak could materially and adversely affect our business.

 

An outbreak of the respiratory illness caused
by coronavirus disease 2019 (“COVID-19”) has resulted in millions of infections and deaths worldwide, as of the date of filing
of this prospectus supplement, and continues to spread across the globe, including to the United States and Europe, the major markets
in which we operate. The outbreak of COVID-19 or by other epidemics continues to create uncertainty surrounding our business and this
continued uncertainty could materially and adversely affect our business, financial condition and results of operations. Our business
activities originating from geographic regions that are or may become affected, may negatively impact sales, manufacturing and supply
chain related activities, among others. Disruptive activities could include the temporary closure of manufacturing facilities used in
our supply chain processes, restrictions on the export or shipment of our products, significant cutback of ocean container delivery from
China, business closures in impacted areas, and restrictions on our employees’ and consultants’ ability to travel and to meet
with customers. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot
be predicted, including new information which may emerge concerning the severity of the virus, new or mutant strains or variants, and
the actions to contain it or treat its impact, among others.

  

 

If workers at one or more of our offices or the
offices of our suppliers or manufacturers become ill or are quarantined and in either or both events are therefore unable to work, our
operations could be subject to disruption. Further, if our manufacturers become unable to obtain necessary raw materials or components,
we may incur higher supply costs or our manufacturers may be required to reduce production levels, either of which may negatively affect
our financial condition or results of operations. The extent to which COVID-19 affects our results will depend on future developments
that are highly uncertain and cannot be predicted, including actions to contain COVID-19 or treat its effect, among others.

 

Risks Related to Our Intellectual Property (IP)

 

Failure to protect our IP rights could adversely
affect our business.

 

Our success depends, in part, on our ability to
protect proprietary methods and technologies that we develop or license under patent and other IP laws of the United States, so that we
can prevent others from using our inventions and proprietary information. If we fail to protect our IP rights adequately, our competitors
might gain access to our technology, and our business might be adversely affected. However, defending our IP rights might entail significant
expenses. Any of our patent rights, copyrights, trademarks or other IP rights may be challenged by others, weakened or invalidated through
administrative process or litigation.

 

As of December 24, 2021, we had 12 issued and
4 pending U.S. patents covering our technology. We also license issued U.S. patents from others. The patents that we own or license from
others (including those that may be issued in the future) may not provide us with any competitive advantages or may be challenged by third
parties, and our patent applications may never be granted.

 

Additionally, the process of obtaining patent
protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable
cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our IP, as the legal
standards relating to the validity, enforceability and scope of protection of patent and other IP rights are uncertain.

 

Any patents that are issued may subsequently be
invalidated or otherwise limited, allowing other companies to develop offerings that compete with ours, which could adversely affect our
competitive business position, business prospects and financial condition. In addition, issuance of a patent does not guarantee that we
have a right to practice the patented invention. Patent applications in the United States are typically not published until 18 months
after filing or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries.
We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing our
patented software or technology.

 

Effective patent, trademark, copyright and trade
secret protection may not be available to us in every country in which our software is available. The laws of some foreign countries may
not be as protective of IP rights as those in the United States (in particular, some foreign jurisdictions do not permit patent protection
for software), and mechanisms for enforcement of IP rights may be inadequate. Additional uncertainty may result from changes to IP legislation
enacted in the United States, including the recent America Invents Act, and other national governments and from interpretations of the
IP laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unable
to prevent third parties from infringing upon or misappropriating our IP.

 

We rely in part on trade secrets, proprietary
know-how and other confidential information to maintain our competitive position. Although we endeavor to enter into non-disclosure agreements
with our employees, licensees and others who may have access to this information, we cannot assure you that these agreements or other
steps we have taken will prevent unauthorized use, disclosure or reverse engineering of our technology. Moreover, third parties may independently
develop technologies or products that compete with ours, and we may be unable to prevent this competition.

 

We might be required to spend significant resources
to monitor and protect our IP rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights
or to establish the validity of our proprietary rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly
and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert counterclaims against us. We
may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially viable. Any
litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our technical and
management personnel, which may adversely affect our business, operating results, financial condition and cash flows.

 

 

We may be subject to IP rights claims by
third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain
technologies.

 

Companies in the software and technology industries,
including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently
enter into litigation based on allegations of infringement or other violations of IP rights. In addition, many of these companies have
the capability to dedicate substantially greater resources to enforce their IP rights and to defend claims that may be brought against
them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenues and against
which our patents may therefore provide little or no deterrence. We have received, and may in the future receive, notices that claim we
have misappropriated, misused, or infringed other parties’ IP rights, and, to the extent we gain greater market visibility, we face
a higher risk of being the subject of IP infringement claims.

 

There may be third-party IP rights, including
issued or pending patents that cover significant aspects of our technologies or business methods. Any IP claims, with or without merit,
could be very time-consuming, could be expensive to settle or litigate and could divert our management’s attention and other resources.
These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have
willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation
of a third party’s rights. We might be required to seek a license for the IP, which may not be available on reasonable terms or
at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses.
As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense.
If we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our
software and may be unable to compete effectively. Any of these results would adversely affect our business, operating results, financial
condition and cash flows.

 

Risks Related to this Offering and Ownership
of Our Common Stock

 

The
Common Stock offered hereby may be sold in 
at-the market offerings,and investors
who buy shares of Common Stock at different times will likely pay different prices.

 

Investors who purchase shares of Common Stock
under this offering at different times will likely pay different prices, and so may experience different outcomes in their investment
results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares of Common Stock sold, and
there is no minimum or maximum sales price. Investors may experience declines in the value of their shares of Common Stock as a result
of share sales made at prices lower than the prices they paid.

 

The actual number of shares of Common Stock we will issue under
the Sales Agreement, at any one time or in total, is uncertain.

 

Subject to certain limitations in the Sales Agreement
and compliance with applicable law, we have the discretion to deliver a sales notice to Maxim at any time throughout the term of the Sales
Agreement. The number of shares of Common Stock that are sold by Maxim after delivering a sales notice will fluctuate based on the market
price of the Common Stock during the sales period and limits we set with Maxim. Because the price per share of each share of Common Stock
sold will fluctuate based on the market price of our Common Stock during the sales period, it is not possible at this stage to predict
the number of shares of Common Stock that will be ultimately issued.

 

If we fail to make necessary improvements
to address the material weakness in our internal control over financial reporting identified by our independent registered public accounting
firm, we may not be able to report our financial results accurately and timely or prevent fraud, any of which could cause our reported
financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the trading price of
our Common Stock to decline.

 

Our independent registered public accounting firm
has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated
financial statements as of and for the years ended December 31, 2020 and 2019, our independent registered public accounting firm
identified in their reports to the Board’s audit committee (the “Audit Committee”) that we had material weaknesses in
our internal control over financial reporting due to insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of both accounting principles generally accepted in the United States of America (“GAAP”)
and SEC guidelines. A material weakness is defined in the standards established by the Public Company Accounting Oversight Board (United
States) as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management and independent registered public accounting firm did not and was not required to perform an evaluation of our internal
control over financial reporting as of and for each of the three month periods ended March 31, 2021, June 30, 2021 and September
30, 2021 in accordance with the provisions of the JOBS Act. As of the three-month period ended September 30, 2021, our Chief Executive
Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures and concluded that such disclosure
controls and procedures were ineffective as of the end of such period, which conclusion was based on the fact that as of the period ended
September 30, 2021, the Company had insufficient written policies and procedures for accounting and financial reporting with respect to
the requirements and application of both GAAP and SEC guidelines.

 

 

If we fail to further increase and maintain the
number and expertise of our staff for our accounting and finance functions and to improve and maintain internal control over financial
reporting adequate to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley
Act, we may be unable to report our financial results accurately and prevent fraud. In addition, we cannot be certain that any such steps
we undertake will successfully remediate such material weakness or that other material weaknesses and control deficiencies will not be
discovered in the future. If our remediation efforts are not successful or other material weaknesses or control deficiencies occur in
the future, we may be unable to report our financial results accurately or on a timely basis, which could cause our reported financial
results to be materially misstated and result in the loss of investor confidence or delisting and cause our stock price to decline. As
a result of such failures, we could also become subject to investigations by Nasdaq, the SEC, or other regulatory authorities, and become
subject to litigation from investors and stockholders, any of which could harm our reputation and financial condition and divert financial
and management resources. Even if we are able to report our consolidated financial statements accurately and timely, if we do not make
all the necessary improvements to address such material weakness, continued disclosure of our material weakness will be required in future
filings with the SEC, which could reduce investor confidence in our reported results and cause our stock price to decline.

 

We will have broad discretion as to the
use of the proceeds from this offering, and we may not use the proceeds effectively.

 

Subject to certain limited exceptions set forth
in the offering documents, we intend to use the net proceeds from this offering for working capital and general corporate purposes. We
have considerable discretion in the application of the net proceeds of this offering. You will not have the opportunity, as part of your
investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You must rely on our judgment regarding
the application of the net proceeds of this offering, which may be used for corporate purposes that do not improve our profitability or
increase the price of our shares of Common Stock. Such proceeds may also be placed in investments that do not produce income or that lose
value. The failure to use such funds by us effectively could have a material adverse effect on our business, financial condition, operating
results and cash flow.

 

Substantial future sales of shares of our Common Stock could
cause the market price of our Common Stock to decline.

 

We expect that significant additional capital
will be needed in the near future to continue our planned operations. Sales of a substantial number of shares of our Common Stock in the
public market following the completion of this offering, or the perception that these sales might occur, could depress the market price
of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict
the effect that such sales may have on the prevailing market price of our Common Stock.

 

Moreover, after this offering, holders of warrants
to purchase up to an aggregate of 476,290 shares of Common Stock, or their respective transferees, will be entitled to specified rights
with respect to the registration of the offer and sale of their respective shares of Common Stock underlying such warrants under the Securities
Act. Registration of the offer and sale of such shares of Common Stock under the Securities Act would result in such shares becoming freely
tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. We have also registered
all shares of Common Stock that we may issue under our LTIP and the 2020 Plan. If any such additional shares of Common Stock are sold,
or if it is perceived that they will be sold, in the public market, the market price of our Common Stock could decline. See also “Description
of Securities – Registration Rights.”

 

You will experience immediate and substantial dilution in the
book value of the shares of Common Stock to be issued to you in this offering.

 

We
may issue and sell shares of Common Stock in the aggregate amount of $4,500,000 in this offering.
The public offering price of
the shares of Common Stock in this offering will be substantially higher than the pro forma, as adjusted, net tangible book value per
share of our Common Stock outstanding immediately following the completion of this offering. Therefore, recipients of shares of Common
Stock in this offering at an assumed public offering price of $1.55 per share, which is based on the last reported sale price of our Common
Stock on Nasdaq on December 23, 2021, will experience immediate and substantial dilution of $0.31 per share, or approximately 20% of the
public offering price of such shares of Common Stock, which is the difference between the price per share of such Common Stock and our
pro forma, as adjusted, net tangible book value per share of Common Stock as of September 30, 2021, after giving effect to the issuance
of the shares of Common Stock in this offering. This dilution is due in large part to the fact that our earlier investors paid substantially
less than the public offering price when they purchased shares of Common Stock. See “Dilution.” 

 

 

Furthermore, you may experience further dilution
to the extent that shares of our Common Stock are issued upon the exercise of outstanding warrants and pre-funded warrants. If we issue
additional equity securities, employee stock grants vest, or there are any issuances and subsequent exercises of stock options issued
in the future, our stockholders will experience additional dilution. Additional shares of our Common Stock may be issued as follows: (a) the
exercise of warrants and pre-funded warrants to purchase up to an aggregate of 4,495,636 shares of Common Stock as of December 24, 2021,
(b) 20,000 unvested Deferred Shares issued under the LTIP to Mr. Howse pursuant to the Deferred Shares Agreement, and (c) an
aggregate of 438,462 shares of Common Stock upon vesting of restricted stock units that were issued pursuant to the 2020 Plan. Such warrants
and pre-funded warrants have an average exercise price of $7.38 and a weighted average years to maturity of approximately 3.45 years.
Additionally, as of December 24, 2021, an aggregate of 230 shares of our Common Stock remain available for future issuance to our employees,
directors and consultants pursuant to the LTIP and an aggregate of 2,526 shares of our Common Stock remain available for future issuance
to our employees, directors and consultants pursuant to the 2020 Plan. If our Board elects to issue additional restricted stock, restricted
stock units, stock options and/or other equity-based awards under the LTIP or the 2020 Plan, you and our stockholders may experience additional
dilution, which could cause our Common Stock price to decline.

 

A large number of shares of Common Stock
may be sold in the market following this offering, which may significantly depress the market price of our Common Stock.

 

The shares of Common Stock sold in this offering
will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares
of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of Common Stock offered
for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers
are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock.

 

We may seek to raise additional funds, finance
acquisitions or develop strategic relationships by issuing securities that would dilute the ownership of the Common Stock. Depending on
the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our shares
of Common Stock.

 

We have financed our operations, and we expect
to continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity and/or convertible
securities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financing
that we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of our Common Stock.
Additionally, we may acquire other technologies or finance strategic alliances by issuing our equity or equity-linked securities, which
may result in additional dilution. Any issuances by us of equity securities may be at or below the prevailing market price of our Common
Stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our Common Stock to
decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments
senior to our shares of Common Stock. The holders of any securities or instruments we may issue may have rights superior to the rights
of our common stockholders. If we experience dilution from issuance of additional securities and we grant superior rights to new securities
over common stockholders, it may negatively impact the trading price of our shares of Common Stock.

 

We could issue “blank check”
preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting
rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.

 

Our certificate of incorporation, as amended,
authorizes the issuance of up to 20,000,000 shares of “blank check” preferred stock with designations, rights and preferences
as may be determined from time to time by our Board. 18,750,000 out of the 20,000,000 shares of preferred stock have not been designated.
Our Board is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting
or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series
of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be
possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt
to change control of our Company.

 

General Risk Factors

 

Economic uncertainties or downturns, or
political changes, could limit the availability of funds available to our customers and potential customers, which could materially adversely
affect our business.

 

Current or future economic uncertainties or downturns
could adversely affect our business and operating results. Negative conditions in the general economy both in the United States and abroad,
including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political deadlock,
natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a
decrease in funds available to our customers and potential customers and negatively affect the rate of growth of our business.

 

 

General worldwide economic uncertainty and political
changes in the United States and elsewhere could impact our business. Such conditions may make it extremely difficult for our customers
and us to forecast and plan future budgetary decisions or business activities accurately, and they could cause our customers to reevaluate
their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned purchases.
Furthermore, during challenging economic times or as a result of political changes, our customers may tighten their budgets and face constraints
in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments
to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely affect our financial results.

 

We cannot predict the timing, strength or duration
of any economic slowdown, instability or recovery, generally or within any particular industry, or the impact of political changes. If
the economic conditions of the general economy or industries in which we operate worsen from present levels, or if recent political changes
result in less funding being available to purchase our solutions, our business, operating results, financial condition and cash flows
could be adversely affected.

 

A decline in discretionary consumer spending
may adversely affect our industry, our operations and ultimately our profitability.

 

Luxury products, such as speaker systems, TVs,
game consoles and PCs, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income
may affect our industry significantly. Many economic factors outside of our control could affect consumer discretionary spending, including
the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax
rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

 

Consumer spending weakness could impact
our revenue.

 

Weakness in general economic conditions may suppress
consumer demand in our markets. Many of the products in which our technologies are incorporated are discretionary goods, such as home-theater
systems. Weakness in general economic conditions may also lead to customers becoming delinquent on their obligations to us or being unable
to pay, resulting in a higher level of write-offs. Economic conditions may impact the amount businesses spend on their speaker systems.
Weakness in economic conditions could lessen demand for our products and negatively affect our revenue.

 

We face intense competition in our industry,
and we may not be able to compete successfully in our target markets.

 

The digital audio, consumer electronics and entertainment
markets are characterized by intense competition, subject to rapid change, and are significantly affected by new product introductions
and other market activities of industry participants. Our competitors include many large domestic and international companies that have
substantially greater financial, technical, marketing, distribution and other resources, greater name recognition, a longer operating
history, broader product lines, lower cost structures and longer-standing relationships with customers and suppliers than we do. As a
result, our competitors may be able to respond better to new or emerging technologies or standards and to changes in customer requirements.

 

Further, some of our competitors are in a better
financial and marketing position from which to influence industry acceptance of a particular product standard or a competing technology
than we are. Our competitors may also be able to devote greater resources to the development, promotion and sale of products, and may
be in a position to deliver competitive products at a lower price than we can, along with the potential to conduct strategic acquisitions,
joint ventures, subsidies and lobbying industry and government standards, hire more experienced technicians, engineers and research and
development teams than we can. As a result, we may not be able to compete effectively against any of these organizations.

 

Our ability to compete in our current target markets
and future markets will depend in large part on our ability to successfully develop, introduce and sell new and enhanced products or technologies
on a timely and cost-effective basis and to respond to changing market requirements. We expect our competitors to continue to improve
the performance of their current products and potentially reduce their prices. In addition, our competitors may develop future generations
and enhancements of competitive products or new or enhanced technologies that may offer greater performance and improved pricing or render
our technologies obsolete. If we are unable to match or exceed the improvements made by our competitors, our market position and prospects
could deteriorate and our net product sales could decline.

 

If we are unable to attract, integrate and
retain additional qualified personnel, including top technical talent, our business could be adversely affected.

 

Our future success depends in part on our ability
to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition
for qualified individuals from numerous other companies, including other software and technology companies, many of whom have greater
financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we
have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve
full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related
to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other
companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become
as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture.
If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational
and managerial requirements, on a timely basis or at all, our business will be adversely affected.

 

 

Volatility or lack of positive performance in
our share price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and other
key employees have become, or will soon become, vested in a substantial amount of Common Stock or warrants to purchase Common Stock. Employees
may be more likely to leave us if the shares they own or the shares underlying their vested warrants have significantly appreciated in
value relative to the original purchase prices of the shares or the exercise prices of the warrants, or, conversely, if the exercise prices
of the warrants that they hold are significantly above the market price of our Common Stock. If we are unable to appropriately incentivize
and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize
and retain our employees, our business, operating results and financial condition would be adversely affected.

 

We may be subject to litigation for a variety
of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business.

 

We may be subject to litigation for a variety
of claims arising from our normal business activities. These may include claims, suits, and proceedings involving labor and employment,
wage and hour, commercial and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims
and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention
and resources, and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation
could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business. In addition, depending
on the nature and timing of any such dispute, a resolution of a legal matter could materially affect our future operating results, our
cash flows or both.

 

The market price for our Common Stock is
particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and lack of profits,
which could lead to wide fluctuations in our share price. You may be unable to sell your shares of Common Stock at or above the public
offering price of the shares of Common Stock, which may result in substantial losses to you.

 

The market for our Common Stock is characterized
by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we
expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite
future, although such fluctuations may not reflect a material change to our financial condition or operations during any such period.
Such volatility in our Common Stock price can be attributable to a number of factors. First, as noted above, our Common Stock is, compared
to the shares of such larger, more established companies, sporadically and thinly traded. The price for our Common Stock could, for example,
decline precipitously in the event that a large number of our Common Stock is sold on the market without commensurate demand. Secondly,
we are a speculative or “risky” investment due to our lack of profits to date. As a consequence of this enhanced risk, more
risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress,
be more inclined to sell their shares of Common Stock on the market more quickly and at greater discounts than would be the case with
the stock of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease
the market price of our Common Stock regardless of our operating performance.

 

In addition to being highly volatile, our common
stock could be subject to wide fluctuations in response to a number of factors that are beyond our control, including, but not limited
to:

 

  variations in our revenues and operating expenses;

 

  actual or anticipated changes in the estimates of our operating results or changes in stock market analyst recommendations regarding our Common Stock, other comparable companies or our industry generally;

 

  market conditions in our industry, the industries of our customers and the economy as a whole;

 

  actual or expected changes in our growth rates or our competitors’ growth rates;

 

  developments in the financial markets and worldwide or regional economies;

 

 

  announcements of innovations or new products or services by us or our competitors;

 

  announcements by the government relating to regulations that govern our industry;

 

  sales of our Common Stock or other securities by us or in the open market;

 

  changes in the market valuations of other comparable companies; and

 

  other events or factors, many of which are beyond our control, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability.

 

In addition, if the market for technology stocks
or the stock market in general experiences loss of investor confidence, the trading price of our Common Stock could decline for reasons
unrelated to our business, financial condition or operating results. The trading price of our shares of Common Stock might also decline
in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors,
among others, could harm the value of your Shares. In the past, following periods of volatility in the market, securities class-action
litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and
diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and
financial condition.

 

Sales of a significant number of shares
of our Common Stock in the public markets or significant short sales of our Common Stock, or the perception that such sales could occur,
could depress the market price of our Common Stock and impair our ability to raise capital.

 

Sales of a substantial number of shares of our
Common Stock or other equity-related securities in the public markets, could depress the market price of our Common Stock. If there are
significant short sales of our Common Stock, the price decline that could result from this activity may cause the share price to decline
more so, which, in turn, may cause long holders of the Common Stock to sell their shares, thereby contributing to sales of Common Stock
in the market. Such sales also may impair our ability to raise capital through the sale of additional equity securities in the future
at a time and price that our management deems acceptable, if at all.

 

The requirements of being a U.S. public
company may strain our resources and divert management’s attention.

 

As a U.S. public company, we are subject to the
reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of Nasdaq, and other
applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance
costs, makes some activities more difficult, time-consuming, or costly, and increases demand on our systems and resources. The Exchange
Act requires, among other things, that we file annual and current reports with respect to our business and operating results.

 

As a result of disclosure of information in this
prospectus supplement, the accompanying base prospectus and the registration statement of which this prospectus supplement and accompanying
base prospectus form a part, as well as in filings required of a public company, our business and financial condition is more visible,
which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful,
our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these
claims, and the time and resources necessary to resolve them, could divert resources of our management and harm our business and operating
results.

 

If securities or industry analysts do not
publish research or reports about our business, or publish negative reports about our business, our Common Stock price and trading volume
could decline.

 

The trading market for our Common Stock may depend
in part on the research and reports that securities or industry analysts may publish about us or our business, our market and our competitors.
We do not have any control over such analysts. If one or more such analysts downgrade or publish a negative opinion of our Common Stock,
our Common Stock price would likely decline. If analysts do not cover our Company or do not regularly publish reports on us, we may not
be able to attain visibility in the financial markets, which could have a negative impact on our Common Stock price or trading volume.

 

We do not intend to pay dividends on our
Common Stock for the foreseeable future.

 

We have never declared or paid any cash dividends
on our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our
future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the
future will be at the discretion of our Board. Accordingly, investors must rely on sales of their Common Stock after price appreciation,
which may never occur, as the only way to realize any future gains on their investments. 

 

 

If we are unable to maintain compliance with all applicable continued
listing requirements and standards of Nasdaq, our Common Stock could be delisted from Nasdaq.

 

Our Common Stock is currently listed on Nasdaq.
In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including
those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price,
and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards.

 

In the event that our Common Stock is delisted
from Nasdaq and is not eligible for quotation on another market or exchange, trading of our common stock could be conducted in the over-the-counter
market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such
event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and it would likely be
more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline
further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.

 

In the event that our Common Stock is delisted
from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of our Common Stock because they may be considered
penny stocks and thus be subject to the penny stock rules.

 

The SEC has adopted a number of rules to
regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have the effect
of reducing the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00
per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if current price and volume information
with respect to transactions in such securities is provided by the exchange or system). Our shares of Common Stock have in the past constituted,
and may again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosure
requirements imposed upon U.S. broker-dealers for sales of penny stocks may discourage such broker-dealers from effecting transactions
in shares of our Common Stock, which could severely limit the market liquidity of such shares of Common Stock and impede their sale in
the secondary market.

 

A U.S. broker-dealer selling penny stock to anyone
other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000
or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for
the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the
transaction is otherwise exempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior
to any transaction involving a “penny stock”, a disclosure schedule prepared in accordance with SEC standards relating to
the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer is also required
to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for the securities.
Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny
stock” held in a customer’s account and information with respect to the limited market in “penny stocks”.

 

Stockholders should be aware that, according to
the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation
of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room”
practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses. Our management is
aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate
the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical
limitations to prevent the described patterns from being established with respect to our securities.

 

 

USE OF PROCEEDS

 

We
may issue and sell shares of our Common Stock having aggregate gross sales proceeds of up to $4,500,000, from time to time. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time.
The amount of proceeds from this offering will depend upon the number
of shares of our Common Stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell
any shares under or fully utilize the Sales Agreement as a source of financing.

 

Although we have not yet determined with certainty
the manner in which we will allocate the net proceeds of this offering, we expect to use such proceeds for working capital, capital expenditures,
product development, and other general corporate purposes, including investments in sales and marketing in the United States and internationally.
Pending our use of the net proceeds from this offering, we may invest a portion of the net proceeds in a variety of capital preservation
investments, including short-term, interest-bearing instruments and U.S. government securities. The precise amount and timing of the application
of such proceeds will depend on our funding requirements and the availability and costs of other funds. Accordingly, we will retain broad
discretion over the use of such proceeds.

 

 

DILUTION

 

Your ownership interest, as a result of the issuance
of the shares of Common Stock in this offering, will be diluted immediately to the extent of the difference between the public offering
price per share of Common Stock in this offering and the as adjusted net tangible book value per share of our Common Stock after this
offering.

 

Our historical net tangible book value as of September
30, 2021
was $18,996,000, or $1.20 per share of our Common Stock. Historical net tangible book value per share represents the amount
of our total tangible assets, less total liabilities, divided by the number of shares of our Common Stock outstanding as of September
30, 2021
.

 

After giving effect to the issuance of 2,903,225
shares of Common Stock (based on an assumed offering price of $1.55 per share, which was the closing price of our Common Stock on Nasdaq
on December 23, 2021, after deducting estimated offering expenses payable by us, our as adjusted net tangible book value as of September
30, 2021
would have been approximately $23,216,000, or approximately $1.24 per share. This represents an immediate increase in
the as adjusted net tangible book value per share of $0.04 to existing stockholders and immediate dilution of $0.31 per share to new investors
purchasing Shares in this offering. Dilution per share to new investors in this offering is determined by subtracting our net tangible
book value per share after this offering from the public offering price per Share. The following table illustrates this dilution on a
per share basis:

 

Assumed public offering price per share of Common Stock       $ 1.55
Historical net tangible book value per share as of September 30, 2021   $ 1.20    
Increase in as adjusted, net tangible book value per share attributed to the investors purchasing shares of Common Stock issued in this offering     0.04    
As adjusted, net tangible book value per share after giving effect to this offering         1.24
Dilution to as adjusted, net tangible book value per share to new investors purchasing shares of Common Stock in this offering       $ 0.31

 

  

The following table summarizes as of September
30, 2021, on a pro forma basis, as described above, the number of shares of our Common Stock, the total consideration and the average
price per share (1) paid to us by our existing stockholders and (2) issued to persons in this offering at an assumed offering
price of $1.55 per share, which is the last reported sale price of our Common Stock on Nasdaq on December 23, 2021, before deducting estimated
offering expenses payable by us:

 

    Shares
Purchased
    Total
Consideration
    Average
Price
 
    Number     Percent     Amount     Percent     Per Share  
Existing stockholders     15,803,940       84.4 %   $ 151,639,264       97.3 %   $ 9.60  
New investors     2,903,225       15.6 %   $ 4,220,000       2.7 %   $ 1.55  
Total     18,707,165       100.0 %   $ 155,859,264       100.0 %   $ 8.33  

 

The
total number of shares of our Common Stock reflected in the discussion and tables above is based on
15,803,940 shares of our Common
Stock outstanding as of September 30, 2021, but excludes the following as of such date: (a) up
to an aggregate of 4,475,424 shares of Common Stock issuable upon exercise of outstanding warrants and pre-funded warrants, (b) 20,000
unvested Deferred Shares issued under the LTIP to Mr. Howse pursuant to the Deferred Shares Agreement, and (c) an aggregate
of 446,131 shares of Common Stock issuable upon vesting of restricted stock units that were issued pursuant to the 2020 Plan, none of
which have vested as of September 30, 2021.

 

As of December 24, 2021, there were warrants and
pre-funded warrants outstanding for the purchase of up to an aggregate of 4,495,636 shares of Common Stock. To the extent that warrants
or pre-funded warrants are exercised, new options or other securities are issued under our equity incentive plans, or we issue additional
shares of Common Stock or preferred stock in the future, there will be further dilution to the persons being issued Shares in this offering.
In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that
we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible
debt securities, the issuance of such securities could result in further dilution to our stockholders.

 

 

DESCRIPTION OF SECURITIES THAT WE ARE OFFERING

 

We are offering up to $4,500,000 shares of our
Common Stock pursuant to the Sales Agreement with Maxim. The following description of our Common Stock, certain provisions of our certificate
of incorporation, as amended, our bylaws and Delaware law are summaries. You should also refer to certificate of incorporation, as amended,
and our bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

 

General

 

Our certificate of incorporation, as amended,
authorizes the issuance of up to 200,000,000 shares of Common Stock, par value $0.0001 per share, and up to 20,000,000 shares of blank
check preferred stock, par value $0.0001 per share. Our Board may establish the rights and preferences of the preferred stock from time
to time. As of December 24, 2021, there were an aggregate of 15,806,659 shares of Common Stock issued and outstanding, held by 109 stockholders
of record (which do not include shares of Common Stock held in street name). This number of shares of Common Stock excludes, as of such
date, (a) up to an aggregate of 4,495,636 shares of Common Stock to be issued upon exercise of outstanding warrants and pre-funded
warrants, (b) 20,000 Deferred Shares issued under our LTIP to Mr. Howse pursuant the Deferred Shares Agreement, and (d) an
aggregate of 438,462 shares of Common Stock issuable upon vesting of restricted stock units that were issued pursuant to the 2020 Plan,
none of which have vested as of such date.

 

On March 31, 2020, our stockholders approved
a reverse stock split of our outstanding Common Stock at a specific ratio within a range from one-for-four to one-for-twenty, and also
granted authorization to our Board to determine, in its sole discretion, the specific ratio and timing of such reverse stock split. In
accordance therewith, on April 9, 2020, a one-for-twenty reverse stock split of our outstanding Common Stock became effective for
the trading of our Common Stock.

 

Common Stock

 

Voting Rights

 

Each holder of our Common Stock is entitled to
one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our bylaws,
our stockholders will not have cumulative voting rights. Because of this, the holders of a majority of the Common Stock entitled to vote
in any election of directors will be able elect all of the directors standing for election, if they should so choose.

 

Dividends

 

Subject to preferences that may be applicable
to any then-outstanding preferred stock, holders of our Common Stock will be entitled to receive ratably those dividends, if any, as may
be declared from time to time by the Board out of legally available funds.

 

Liquidation

 

In the event of our liquidation, dissolution or
winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders
of any then-outstanding preferred stock.

 

Rights and Preferences

 

Holders of Common Stock have no preemptive, conversion
or subscription rights and there are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences
and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series
of preferred stock that we may designate in the future.

  

Registration Rights

 

Certain holders of the Company’s outstanding
warrants exercisable for up to an aggregate of 476,290 shares of Common Stock at prices ranging from $2.32 to $125.00, have registration
rights which require the Company to file a registration statement to register the shares of Common Stock underlying such warrants.

 

 

Anti-Takeover Provisions

 

Anti-Takeover Statute

 

We are subject to Section 203 of the DGCL,
which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder
for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

 

  · before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

 

  · upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

  · on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.

 

In general, Section 203 defines a “business
combination” to include the following:

 

  · any merger or consolidation involving the corporation and the interested stockholder;

 

  · any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

 

  · subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

 

  · any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

 

  · the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

 

In general, Section 203 defines an “interested
stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within
three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of
the corporation.

 

Anti-Takeover Effects of Certain Provisions
of our Bylaws

 

Our bylaws provide that directors may be removed
by the stockholders with or without cause upon the vote of a majority of the holders of Common Stock then entitled to vote. Furthermore,
the authorized number of directors may be changed only by resolution of the board of directors or of the stockholders, and vacancies may
only be filled by a majority vote of the directors, including those who may have resigned. Except as otherwise provided in the bylaws
and the certificate of incorporation, as amended, any vacancies or newly created directorships on the board of directors resulting from
any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be
filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

 

Our bylaws also provide that only our chairman
of the Board, chief executive officer, president or one or more stockholders holding shares in the aggregate entitled to cast not less
than ten percent of the votes at that meeting may call a special meeting of stockholders.

 

The combination of these provisions makes it more
difficult for our existing stockholders to replace our Board as well as for another party to obtain control of us by replacing our Board.
Since our Board has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders
or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for
our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our
control.

 

 

These provisions are intended to enhance the likelihood
of continued stability in the composition of our Board and its policies and to discourage coercive takeover practices and inadequate takeover
bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be
used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and
may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations
in the market price of our Common Stock that could result from actual or rumored takeover attempts. We believe that the benefits of these
provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure our Company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover
proposals could result in an improvement of their terms.

 

PLAN OF DISTRIBUTION

 

We
have entered into the Sales Agreement, pursuant to which we may issue and sell up to an aggregate of $4,500,000 of shares of Common Stock
from time to time solely through Maxim, acting as sales agent.
The foregoing does not purport to be a complete statement of the
terms and conditions of the Sales Agreement and a copy of the Sales Agreement will be filed as an exhibit to a Current Report on Form
8-K that we will file with the SEC and will be incorporated by reference herein. Our shares of Common Stock registered under this prospectus
supplement are subject to sale under the Sales Agreement.

 

Upon delivery of a placement
notice and subject to the terms and conditions of the Sales Agreement, Maxim may sell shares of our Common Stock by any method permitted
by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, including sales
made directly on Nasdaq, on any other existing trading market for our Common Stock or to or through a market maker. Maxim may also sell
shares of our Common Stock by any other method permitted by law, including in privately negotiated transactions. We or Maxim may terminate
the Sales Agreement and the offering of shares of our Common Stock upon notice.

 

We will pay Maxim commissions
for its services in acting as our sales agent in the sale of shares of our Common Stock pursuant to the Sales Agreement. Maxim will be
entitled to compensation at a fixed commission rate equal to 3.0% under the Sales Agreement. Because there is no minimum offering amount
required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable
at this time. We have also agreed to reimburse Maxim for its reasonable and documented out-of-pocket expenses (including but not limited
to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $35,000 in connection with the execution
of the Sales Agreement and the filing of this prospectus supplement forming a part of the registration statement, and not to exceed $2,500
on a quarterly basis thereafter.

 

Settlement for sales
of shares of our Common Stock, unless the parties to the Sales Agreement agree otherwise, will occur on the second trading day following
the date on which any sales are made in return for payment of the net proceeds to us. There are no arrangements to place any of the proceeds
of this offering in an escrow, trust or similar account. Sales of shares of our Common Stock as contemplated in this prospectus supplement
will be settled through the facilities of The Depository Trust Company or by such other means as we and Maxim may agree upon.

 

Maxim will act as sales
agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal
laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. In connection with the sale of shares of our Common Stock on
our behalf, Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Maxim
will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Maxim against
certain civil liabilities, including liabilities under the Securities Act.

 

The
offering of
shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of the (i) sale of all of the
shares of Common Stock provided for in this prospectus supplement, or (ii) termination of the Sales Agreement as permitted therein. We
may terminate the Sales Agreement with five days of prior written notice. Maxim may terminate the Sales Agreement at any time upon written
notice.

 

Maxim and its affiliates
may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which
services they may in the future receive customary fees. To the extent required by Regulation M, Maxim will not engage in any market making
activities involving our Common Stock while the offering is ongoing under this prospectus supplement.

 

This prospectus supplement in electronic format
may be made available on a website maintained by Maxim, and Maxim may distribute this prospectus supplement electronically. 

 

Prior Relationships with Maxim

 

In connection with an offering of shares of Common
Stock in July 2021, we entered into a placement agency agreement, dated July 22, 2021 with Maxim, and on the closing of such offering
on July 27, 2021, we paid Maxim a fee of 8% of the aggregate purchase price paid by the investors placed by Maxim in the offering, as
well as certain expenses.

 

 

In connection with the two separate offerings
of shares of Common Stock and warrants in June 2020, we entered into placement agency agreements, dated June 4, 2020 and June 9,
2020, with Maxim, and on the closing of each such offering on June 8, 2020 and June 11, 2020, respectively, we paid Maxim a
fee of 8% of the aggregate purchase price paid by the respective investors placed by Maxim in each such offering, as well as certain expenses.
In addition, in connection with two warrant inducement transactions in January 2021 and June 2021, we entered into solicitation
agreements with Maxim, dated January 9, 2021 and June 7, 2021, respectively, to solicit the exercise of certain warrants issued
to such June 2020 investors. In connection with such inducement transactions, we paid Maxim a cash fee equal to 7% of the total net
proceeds received from the exercise of such warrants in connection with each such transaction.

 

In connection with an underwritten public offering
by us in April 2020, we entered into an underwriting agreement with Maxim (the “Underwriting Agreement”), as the representative
of the underwriters named therein, and paid Maxim a commission of 8% of the gross proceeds that we raised in such offering, expenses of
$100,000 and we issued to Maxim warrants to purchase up to an aggregate of 100,000 shares of Common Stock (the “Underwriters’
Warrants”). The Underwriters’ Warrants are exercisable commencing 180 days following the effective date of the registration
statement used in such offering and will terminate five years following such effective date in compliance with FINRA Rule 5110(f)(2)(G)(i).
The Underwriters’ Warrants are exercisable at a price equal to $3.90 per share, or 120% of the combined public offering price per
share of Common Stock and accompanying warrants issued and sold in such offering.

 

Maxim
also served as the sole placement agent for us in connection with a private placement offering of senior secured convertible instrument
and warrants in March 2020, and we entered into a placement agency agreement with Maxim in connection with such offering, pursuant
to which we paid Maxim a fee of $136,000 and issued to Maxim a warrant to purchase up to an aggregate of 20,400 shares (subject to adjustment)
of Common Stock at an exercise price of $6.40 per share. Such warrant issued to Maxim is exercisable at any time on or after the 180th day
immediately following the effectiveness of the offering and will expire on the fifth (5
th)
anniversary of its date of issuance, is subject to 4.99%/9.99% beneficial ownership limitations, and may be exercised on a cashless basis
in the event that the shares of our Common Stock underlying such warrant are not covered by a registration statement. In addition, such
warrant includes a registration rights provision granting Maxim the same registration rights granted to the investor in such March 2020
offering.

 

Other Relationships

 

The Sales Agent and its affiliates may provide
from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us in the ordinary
course of their business, for which they may receive customary fees and commissions. In addition, from time to time, the Sales Agent and
its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers,
long or short positions in our debt or equity securities or loans, and may do so in the future. However, except as disclosed in this prospectus
supplement, we have no present arrangements with the Sales Agent for any further services.

 

Right of First Refusal

 

Pursuant to the terms of that certain warrant
solicitation letter of engagement, dated June 7, 2021, Maxim has been granted a right of first refusal until March 14, 2022 to act as
lead manager or lead placement agent in any and all future private or public equity offerings conducted by us. In addition to (and separately
from) such ongoing right of first refusal, pursuant to the equity distribution agreement we have granted to Maxim a right of first refusal
to act as sole manager or sole placement agent in any and all future private or public equity offerings for the period commencing on the
date of the execution of the equity distribution agreement and ending on the earlier of (a) twelve (12) months from the date of such execution
or (b) ninety (90) days following the effective date of the termination of the equity distribution agreement.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for the Common
Stock is VStock Transfer, LLC, whose address is 18 Lafayette Place, Woodmere, NY 11598 and
telephone number is (212) 828-8436.

 

Listing

 

Our Common Stock is traded on Nasdaq under the symbol “WISA.”

 

 

LEGAL MATTERS

 

Sullivan & Worcester LLP of New York,
New York will pass upon the validity of the shares of Common Stock offered hereby. Gracin & Marlow, LLP of New York, New York is representing
Maxim in this offering.

 

EXPERTS

 

The consolidated financial statements of Summit
Wireless Technologies, Inc. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31,
2020 incorporated in this prospectus supplement and accompanying base prospectus by reference to the Annual Report on Form 10-K for
the year ended December 31, 2020 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating
to the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of BPM
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus supplement constitutes a part
of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus supplement
and the accompanying base prospectus, which form a part of such registration statement, do not contain all the information that is included
in such registration statement and its exhibits. You will find additional information about us in such registration statement and its
exhibits. Any statements made in this prospectus supplement concerning legal documents are not necessarily complete and you should read
the documents that are filed as exhibits to such registration statement or otherwise filed by us with the SEC for a more complete understanding
of such documents or matter.

 

We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public at no cost from the SEC’s website
at www.sec.gov. Our corporate website is www.summitwireless.com. The information on our corporate website is not
incorporated by reference in this prospectus supplement, accompanying base prospectus or any other prospectus supplement that we file,
and you should not consider it a part of this prospectus supplement, accompanying base prospectus or any other such prospectus supplement.

 

INCORPORATION OF DOCUMENTS BY REFERENCE

 

We incorporate by reference the filed documents
listed below (excluding those portions of any Current Report on Form 8-K that are not deemed “filed” pursuant to the
General Instructions of Form 8-K), except as superseded, supplemented or modified by this prospectus supplement or any subsequently
filed document incorporated by reference herein as described below:

 

 

 

 

 

 

  our Current Reports on Forms 8-K filed with the SEC on January 6, 2021January 19, 2021January 20, 2021May 11, 2021June 7, 2021, June 8, 2021, July 26, 2021, August 18, 2021 and September 24, 2021 (except for Item 2.01 and Item 7.01 of any Current Report on Form 8-K which are not deemed “filed” for purposes of Section 18 of the Exchange Act  and are not incorporated by reference in this prospectus); and

 

 

We also incorporate by reference in this prospectus
supplement and accompanying base prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed”
with the SEC).

 

 

Any statement contained in a document incorporated
by reference herein or therein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained
in this prospectus supplement and accompanying base prospectus or in any other subsequently filed document which is also incorporated
or deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and accompanying base prospectus.
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference
into that filing) at no cost by writing, telephoning or e-mailing us at the following address, telephone number or e-mail address:

 

Summit Wireless Technologies, Inc.
6840 Via Del Oro, Ste. 280

San Jose, CA 95119

(408) 627-4716
info@summitwireless.com

 

Copies of these filings are also available through
the “Investor Relations” section of our website at www.summitwireless.com. For other ways to obtain a copy
of these filings, please refer to “Where You Can Find More Information” above.

 

 

PROSPECTUS

 

$50,000,000

 

 

Summit Wireless Technologies, Inc.

 

Common Stock

Preferred Stock

Debt Securities

Warrants

Rights

Units

 

Summit Wireless Technologies, Inc. (the “Company”,
“we”, “us” or “our”) may offer and sell, from time to time in one or more offerings in traditional
certificated form or in uncertificated form, any combination of common stock, preferred stock, debt securities, warrants, rights, or units
having an aggregate offering price not exceeding $50,000,000. The preferred stock, debt securities, warrants, right, and units may be
exercisable or exchangeable for common stock or preferred stock or other securities of ours.

 

This prospectus provides a general description
of the securities that we may offer. We will provide specific terms of the offerings of our securities in one or more supplements to this
prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this prospectus
and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this
prospectus, carefully before you invest in any of our securities.

 

This prospectus may not be used to offer or
sell our securities unless accompanied by a prospectus supplement relating to the offered securities.

 

These securities may be sold directly by us, through
dealers or agents designated from time to time, to or through underwriters, dealers or through a combination of these methods on a continuous
or delayed basis. For additional information on the methods of sale, see the section entitled “Plan of Distribution”
in this prospectus. We will also describe the plan of distribution for any particular offering of our securities in a prospectus
supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being
delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The price to the public
of such securities and the net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

 

Our common stock is currently listed on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “WISA”. On September 5, 2019, the last reported sale price of
our common stock on Nasdaq was $0.98.

 

The aggregate market value of our outstanding
common stock held by non-affiliates is $11,624,000, based on 20,218,960 shares of outstanding common stock, of which 11,861,514 are held
by non-affiliates, and a per share price of $0.98, based on the closing sale price of our common stock on September 5, 2019. Pursuant
to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding
more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. During the previous
12 calendar months prior to and including the date of this prospectus, we have offered $0 of our securities pursuant to General Instruction
I.B.6 of Form S-3.

 

We are an “emerging growth company”
as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply
with certain reduced public company reporting requirements for this and future filings.

 

Investing in our securities involves risks.
You should carefully review the risks described under the heading “Risk Factors” beginning on page 8 and in the documents
which are incorporated by reference herein and contained in the applicable prospectus supplement before you invest in our securities.

 

 

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

 

The date of this prospectus is September 6,
2019.

 

TABLE OF CONTENTS

 

 

You should rely only on the information contained
in this prospectus and the accompanying prospectus supplement or incorporated by reference in these documents. No dealer, salesperson
or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus
or the accompanying prospectus supplement. If anyone provides you with different, inconsistent or unauthorized information or representations,
you must not rely on them. This prospectus and the accompanying prospectus supplement are an offer to sell only the securities offered
by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
or any prospectus supplement is current only as of the date on the front of those documents.

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process.
Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings
from time to time having an aggregate offering price of up to $50,000,000. This prospectus provides you with a general description of
the securities that we may offer. Each time that we offer securities, we will provide you with a prospectus supplement that describes
the specific amounts, prices and terms of the securities that we offer. The prospectus supplement also may add, update or change information
contained in this prospectus. You should read carefully both this prospectus, including the section entitled “Risk Factors,”
and any prospectus supplement, together with the additional information described below under the headings “Where You Can Find More
Information” and “Incorporation of Documents by Reference”.

 

In addition, this prospectus does not contain
all the information provided in the registration statement that we filed with the SEC. For further information, we refer you to the registration
statement, including its exhibits. The registration statement can be read on the SEC’s website or at the SEC’s offices mentioned
below under the heading “Where You Can Find More Information”. Statements contained in this prospectus and any prospectus
supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and
regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document
for a complete description of such matters.

 

You should rely only on the information contained
or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus may not be
used to consummate a sale of our securities unless it is accompanied by a prospectus supplement.

 

In this prospectus, we refer to Summit Wireless
Technologies, Inc. as “we,” “us,” “our” “Summit,” and the “Company”,
unless we specifically state otherwise or the context indicates otherwise.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, the applicable prospectus supplement
and the information incorporated by reference in this prospectus contain various forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which
represent our expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature,
which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,”
“intends,” “anticipates,” “estimates,” “expects,” “may,” “will”
or similar expressions. In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible
future actions, which may be provided by our management, are also forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our company, economic
and market factors, and the industry in which we do business, among other things. These statements are not guarantees of future performance,
and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law. Actual events and results may differ materially from those expressed or forecasted in forward-looking
statements due to a number of factors. Factors that could cause our actual performance, future results and actions to differ materially
from any forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in any
of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The forward-looking statements in
this prospectus, the applicable prospectus supplement and the information incorporated by reference in this prospectus represent our views
as of the date such statements are made. These forward-looking statements should not be relied upon as representing our views as of any
date subsequent to the date such statements are made.

 

 

PROSPECTUS SUMMARY

 

This summary highlights selected information
contained elsewhere in this prospectus or in documents incorporated herein by reference. This summary does not contain all the information
that you should consider before investing in our securities. You should carefully read the entire prospectus, including “Risk Factors”,
our consolidated financial statements and the information incorporated by reference herein, before making an investment decision

 

Overview

 

We believe that the future of audio technology
is in wireless devices and that Summit is well positioned to deliver best-in-class immersive wireless sound technology for intelligent
devices and next generation home entertainment systems. According to a report by Markets and MarketsTM research
firm, the wireless audio market is projected to be $31.80 billion by 2023, making it one of the fastest growing consumer segments. We
currently sell modules which wirelessly transmit and receive audio directly to speakers, and which are also fully certified and compatible
with the Wireless Speaker and Audio (“WiSA”) Association’s current Compliance Test Specification, which tests the interoperability
of products that offer wireless, interference free, uncompressed High-Definition audio. Additionally, we plan to license our proprietary
software technology, currently embedded in our wireless modules, to other companies who can then embed our technology into other Wi-Fi
enabled smart devices. The segment of the wireless audio market that Summit focuses on is comprised of scalable multichannel solutions
with levels of latency that are low enough to synchronize with video. The term multichannel refers to the use of multiple audio tracks
to reconstruct a sound field using multiple speakers.

 

As part of the effort to grow the wireless multichannel
home audio segment, Summit was a founding member of the WiSA Association, an association dedicated to providing industry leadership and
consumer choice through interoperability testing between brands. There are currently over 65 brands participating in the WiSA Association.
Products certified and marked with a WiSA Association logo have been tested to interoperate. This preserves consumer choice by enabling
consumers to choose different wireless transmitting products across different brands where audio is decoded with speakers that have the
WiSA Association logo displayed. Our marketing strategy focuses on, what we believe, are two emerging wireless audio market needs: better
audio quality and lower signal latency. Summit currently sells custom semiconductor chips and wireless modules to a growing list of consumer
electronics customers, including major brands in the consumer electronic industry. We believe that a growing adoption of our technology
by leaders in this industry will revolutionize the way people experience media content through their mobile devices, televisions (“TVs”),
game consoles and personal computers (“PCs”).

 

Our Business Focus

 

Our primary business focus is to enable mainstream
consumers and audio enthusiasts to experience high quality audio. We intend to continue selling our semiconductors and wireless modules
to consumer electronics companies while also increasing our focus on implementing a software licensing business segment.

 

Industry Background

 

The wireless audio market is expected to grow
from $16.13 billion in 2016 to $31.80 billion by 2023 according to a June 2017 report by Markets and MarketsTM research
firm. The primary growth segments for in home entertainment have been “Bluetooth” stereo accessories which include single
speakers, headsets, and more recently, “multi-room” stereo speakers that use your home’s Wi-Fi network to stream audio
throughout the house. According to a September 2017 article available at www.dealerscope.com the recent emergence
of the latter component audio system has presented issues in latency and quality among wireless devices, which Summit’s technology
aims to fix. The information contained in or accessible through the foregoing website is not part of this prospectus, or the registration
statement of which this prospectus forms a part, and is for informational purposes only.

 

Our Technology

 

Our technology addresses some of the main issues
that we perceive are hindering the growth of the home theater: complexity and cost. We believe consumers want to experience theater quality
surround sound from the comfort of their homes. However, wired home theater systems often require expensive audio-visual (“AV”)
receivers to decode the audio stream, leaving the consumer with the burden of concealing the wires. Hiring a professional to hide the
wires into the walls or floor is invasive, complicated, costly and time consuming. Further, people that rent as opposed to own may not
be able to install these systems as the installation construction needed may not be permitted under a lease agreement. Our first-generation
wireless technology addresses these problems by transmitting wireless audio to each speaker at Blu-ray quality (uncompressed 24-bit audio
up to 96 kHz sample rates) and emphasizing ease of setup. To our knowledge, Summit’s custom chip and module technology is one of
the only technologies available today that can stream up to eight (8) separate wireless audio channels with low latency, removing
lip-sync issues between the audio and video sources. In addition, every speaker within a system that utilizes our technology can be synchronized
to less than one microsecond, thus eliminating phase distortion between speakers. Summit’s first-generation technology shows that
wireless home theater systems are viable home audio solutions for the average consumer and audio enthusiast alike.

 

 

Summit is currently developing certain proprietary
software for which patent applications have been submitted that we believe will provide similar functionality and quality and allow us
to enable smart devices that have Wi-Fi and video media to deliver surround sound audio. A prototype version of our software technology
has been demonstrated to select customers (pursuant to confidentiality agreements) at the 2019 Consumer Electronics Show in Las Vegas,
Nevada. We believe our software based-solution, which other brands can integrate into their devices, will (i) reduce integration
costs for mass market use, (ii) utilize Wi-Fi for wireless connectivity, making the need for complex physical wire installations
unnecessary, (iii) provide a low power consumption option to allow for use in battery powered devices, and (iv) provide compatibility
with popular consumer electronic operating systems.

 

Additionally, we believe our software-based solution
will have certain advantages compared to our custom chip and modules we currently have available since our current chips and modules require
brands to integrate a separate dedicated Summit transmit module even if a Wi-Fi module is included in the design of the device. Our custom
chip and module solution may not be appropriate for integrating into certain devices because it adds to system cost, power consumption,
and occupies space. We intend to leverage what we have learned from our current products to help us develop a product that can be easily
ported to run as software on most Wi-Fi modules and media systems on a chip (“SOC”) combination as opposed to a proprietary
wireless audio module. This new approach eliminates the cost of a second radio so there is no additional material cost, assuming there
is a Wi-Fi module already integrated into the device.

 

WiSA Association

 

Our wholly-owned subsidiary, WiSA, LLC, operates
the WiSA Association, which is an association comprised of brands, manufacturers, and influencers within the consumer electronics industry,
all of whom agree that a standardized method of interoperability between wireless audio components should exist, and most of whom believe
that products should be brought to market with this goal in mind. The WiSA Association creates, maintains and manages specifications for
wireless interoperability that are available to all association members. For products with a WiSA Association certification, the WiSA
Association also creates, maintains and manages testing criteria and specifications for all products to be listed, marketed and sold.
WiSA-certification is an industrywide “stamp of approval” certifying that a product is interoperable with other products in
the WiSA ecosystem and has passed several high-performance tests ensuring interoperability and wireless performance standards are met.
As the sole owner of WiSA, LLC, we certify all WiSA Association products. Although we previously did not sell any WiSA-certified products,
we plan to sell such products in the near future and we also distribute the technology to enable such products to meet the WiSA Association’s
certification test specifications.

 

In 2018, the Company introduced the WiSA ReadyTM certification.
The WiSA ReadyTM certification identifies entertainment sources – such as TVs, gaming systems or computers –
that are equipped to deliver up to eight (8) channels of HD audio to WiSA-certified speakers when connected with a WiSA Universal
Serial Bus (“USB”) transmitter. This program simplifies consumer set-up and reduces costs by replacing AV receivers or wireless
hubs with a low-cost USB accessory. We believe that using WiSA ReadyTM products allows consumers to more simply and conveniently
enjoy wireless multi-channel sound, eliminating the clutter, wires and complicated installs generally required to create immersive audio
experiences. LG Electronics introduced two premium model lines, OLED and Nanocell TVs, as WiSA ReadyTM TVs in 2019 and
has continued the feature in their 2020 TVs. The Company expects two to three other TV projects to go into production in 2020 and anticipates
three to four additional TV brands to be marketing WiSA projects in 2021.

 

Currently, WiSA-certified products are required
to use Summit modules in order to meet the standards set by the WiSA Association. As a result, WiSA Association members purchase modules
from us in order to build their products to meet such standards.

 

Among WiSA-certified products, consumers will
be able to outfit their home entertainment system with WiSA-certified speakers and components from any participating vendor with the assurance
that the devices will interoperate and provide high quality wireless High-Definition surround sound.

 

The WiSA Association manages logo usage and trademark
guidelines, investigates alternative markets, connects brands to manufacturing resources, and provides industry leadership in solving
the challenges facing the home theater and commercial markets in the integration of wireless audio technology.

 

Modules

 

Summit has designed wireless modules that provide
high performance wireless audio for our customers to build into their products, such as a speaker, TV, or Summit’s WiSA Ready USB
transmitter dongle. These modules include our custom semiconductors with our intellectual property (“IP”) built in as well
as a Wi-Fi radio for communications. By designing and selling these modules, we can reduce our customers’ design expense, accelerate
their time-to-market cycle, and reduce the cost of each module. Summit offers both a “TX” module to transmit the audio from
a host device like a media hub, TV or dongle to WiSA-enabled speakers and an “RX” model for speakers that receive the wireless
audio signal and processes it for audio play out.

 

 

Modules for Consumer Products

 

Summit’s TX modules are targeted for integration
into TVs, AV receivers, media hubs and small USB dongles. Summit’s transmitter, with its integrated antenna, is designed to support
rooms as large as 10-meters by 10-meters with uncompressed, 24-bit audio up to 96 kHz sample rate. The module supports a simple interface,
with Inter-IC Sound (“I2S”) or USB audio and control. In addition, Summit’s technology has been approved by Digital
Content Protection, LLC, the licensing agency for High-bandwidth Digital Content Protection (“HDCP”), as an audio only output
technology for retransmission of audio content.

 

Summit’s receiver interfaces to a digital
amplifier and is designed to be integrated directly into a home theater speaker. Integrated antennas support 24-bit audio up to 96 kHz
sample rates virtually anywhere within a 10-meter by 10-meter space. It supports one or two separate audio outputs via I2S. An optional
interface on the receiver module can be enabled to configure the speaker type and provide volume/mute control at the speaker. Alternatively,
the speaker type can be assigned at the factory for preconfigured Home Theater in a Box (“HTiB”) applications.

 

Summit Speaker Systems

 

There are speaker systems utilizing Summit’s
technology currently in the market with a price range of $500 to over $80,000. We believe the technology allows brands and retailers to
provide high quality systems to consumers at a multitude of price points. Further, multi-channel systems can be easily expanded, allowing
a consumer to start with a basic 2.0 (stereo) or sound-bar system and expand over time.

 

The Summit Opportunity

 

We believe the following attributes: cost, mobility,
video support, ease of installation and quality create a market opportunity for Summit’s technologies to be adopted by the consumer
electronics industry as described further below.

 

Cost

 

We believe the simplicity and cost structure of
our current WiSA USB transmitter and upcoming embedded software solution will make our prices competitive for a wider range of applications,
allowing consumer electronics companies to integrate our technology, while also delivering high quality audio.

 

Mobility

 

Mobile devices are popular for streaming video,
gaming and using virtual reality (“VR”) applications. We believe this is driving a need for an embedded high-fidelity wireless
solution in the mobile device that can transmit audio to headsets or speakers within a room. Summit’s technology enables high quality
wireless audio transmission from mobile devices.

 

Video Support

 

Wireless audio capable of supporting video has
become a priority for consumers across a variety of high-volume multimedia platforms, including TV’s, smartphones, game consoles
and set-top boxes. Video applications require audio and video to be perfectly synchronized in order to avoid lip-sync and audio phase
distortion issues. Summit’s technology prioritizes low latency and synchronization to less than one microsecond, thus practically
eliminating phase distortion between speakers.

 

Ease of Installation

 

We believe the home theater market has moved toward
simplicity in recent years. The costly and inconvenient home theaters of the past have left consumers with a desire for audio systems
that provide a simplified installation process.

 

We believe that new audio systems, including the
predominant sound bar system, are unable to provide high levels of performance especially in the surround-sound market. Summit’s
technology greatly simplifies the installation process of true surround-sound systems. This allows consumers to install a home theater
system with the same amount of effort as a sound bar but enjoy a far superior experience. An overwhelming majority of the content entering
our homes through digital TV and streaming services is provided in a multi-channel format, which is why Summit’s goal is to facilitate
enjoyment of true surround sound for both the everyday consumer and audio enthusiast.

 

In addition to easy installation, Summit modules
provide consumers with a multitude of options, allowing customization of a home theater specific to each consumer, without being forced
to stick with one brand of speaker. For example, our hope is that a consumer might start with a Summit enabled sound bar for their TV
and then add a Summit enabled subwoofer. That same system can be easily upgraded to a variety of surround sound systems by simply adding
more speakers. Our technology will allow consumers to upgrade an audio system or just one component of the system without the need to
replace the entire system, consumers can keep the original transmitter, sound bar, and subwoofer and integrate them seamlessly into a
new system. Being able to outfit a home entertainment system with Summit-enabled speakers and components gives consumers the ability to
express their individual preference and needs and provides the assurance that the devices will interoperate, delivering the highest standard
in high-definition (“HD”) wireless surround sound.

 

 

Dissatisfaction with Bluetooth Performance and Quality

 

We believe consumers want better performance and
quality from their Bluetooth audio devices. For example, they may want headsets that stay connected over longer distances or products
that offer better audio fidelity. By offering a solution that addresses these needs at a comparable price point to Bluetooth, we believe
we can build consumer demand for our technology.

 

Profitability of Audio Component Accessories

 

HDTVs are getting thinner and it is becoming increasingly
difficult to incorporate the latest electronic advances into such thin displays. We expect that eventually most of the electronics will
be external to the display. We believe the first physical feature to go will be the audio component, since there is very little room for
quality speakers in today’s thin displays. We believe HDTV manufacturers know they need to provide an audio alternative. Additionally,
since cost is a significant consideration, we believe some manufacturers may offer external sound bars which will satisfy some consumers,
but perhaps not the consumers who desire a high-quality audio alternative. We believe these developments are creating an inflection point
in the market, and manufacturers are looking to Summit’s technology to create a standard for wireless audio interoperability that
will support a long-term product strategy for the successful development of high quality, wireless audio products. By designing speaker
systems that incorporate Summit’s technology, consumer electronics companies will be able to sell easy-to-install surround sound
audio solutions alongside TVs.

 

Consumers want to enjoy improved audio on existing content

 

We believe that the growth in the number of video
devices streaming multi-channel audio content, coupled with new 3D immersive sound experiences from Dolby’s ATMOS and DTS’
DTSx formats, will help propel the demand for wireless speakers well into the future.

 

Consumers want to be able to enjoy wireless audio without interference
from other wireless signals

 

Having other devices nearby that also use the
5 GHz band should not affect the performance of a Summit enabled audio system, as Summit’s technology can seamlessly switch to another
frequency within the 5 GHz band. The 5 GHz U-NII spectrum utilized by Summit technology has up to 24 channels available that are constantly
monitored for interference using the Dynamic Frequency Selection (“DFS”) sub-band between 5.2 and 5.8 GHz. When interference
is detected, the next channel, having been monitored for over one minute and confirmed for accessibility, is ready to go and Summit enabled
devices switch seamlessly to that channel, without the user ever noticing or the audio experience being affected.

 

What Makes Summit Unique

 

Both the proprietary technology and the adoption
of the technology by leaders in consumer electronics are differentiating factors for Summit. Management believes that Summit is the only
company with the technical capabilities of transmitting high resolution, low latency, and speaker synchronization of wireless audio capable
of supporting up to 8 channels. Premium consumer brands, like Bang & Olufsen, have begun to adopt our technology as a valued
feature in performance products.

 

Category Defining Wireless Audio

 

Our wireless audio technology delivers 8 channels
of uncompressed audio directly to the speakers in 24-bit and up to 96 kHz sample rates. This means that a consumer can experience audio
exactly as it was mastered in the studio. Summit’s technology supports surround sound systems up to 7.1 or 5.1.2 for Dolby ATMOS
configurations. There are three wireless audio platforms: WiSA, standard Wi-Fi, and Bluetooth. Low latency is critical for home theater
and gaming markets. WiSA’s latency is a fixed latency less than 10 milliseconds, while standard Wi-Fi and Bluetooth technologies
have a variable latency greater than 50 milliseconds. In a multi-speaker environment, speaker synchronization is important for keeping
each speaker on the same audio sound bit. WiSA keeps speakers synchronized within 5 microseconds. Wi-Fi and Bluetooth are greater than
50 microseconds. Finally, channel count is critical for multi-channel content. WiSA supports 8 channels, Bluetooth supports up to 2, and
standard Wi-Fi supports up to 4 channels.

 

Summit’s technology roadmap includes proprietary
software, currently in development, that will support 802.11 Wi-Fi protocol. This proprietary software has been designed to scale in audio
channel count and sample rates even as Wi-Fi performance or network utilization changes.

 

 

Summit Customers

 

Summit currently sells custom semiconductor chips
and wireless modules to a growing list of consumer electronics customers, including major brands such as Axiim, Bang & Olufsen,
Enclave Audio, Klipsch, LG, Harman International, a division of Samsung, and System Audio. We believe that the use of our products by
well-known consumer electronics brands will provide an opportunity to create wireless audio products that are simple to install and perform
at high levels. Brands such as Bang & Olufsen and Klipsch have chosen Summit technology to drive their wireless home audio/theater
product assortments. We believe that their leadership has brought credibility to the technology and paved the way at retail for other
brands to follow.

 

Our Strategy

 

Our goal is to establish and maintain a leadership
position as the ubiquitous standard for hi-fidelity wireless, multi-channel audio. To obtain and enhance our position as the leading standard
in the audio space, we intend to:

 

  improve recognition of our Summit brand and the WiSA Association standard brand;

 

  provide excellent products and services to our customers and members;

 

  make sure our technology is accessible to many consumers by having our technology in consumer electronics devices that sell at a variety of price points;

 

  expand market awareness of wireless multi-channel hi-fidelity audio experience availability;

 

  reduce hardware costs while moving towards a software licensing business model;

 

  enhance and protect our IP portfolio;

 

  invest in highly qualified personnel; and

 

  build innovative products alongside the world’s leading consumer electronics companies.

 

We currently sell our modules to a customer base
that is primarily comprised of companies that sell their electronics in relatively small quantities. As the larger consumer electronics
companies whom we are working with begin to sell new Summit-enabled products, we expect that orders for our modules will increase proportionally.
With larger orders, we believe that we can take advantage of economies of scale and improve our gross margins on our modules.

 

Interoperability

 

Interoperability is a key aspect of wireless technology.
We believe this is especially true in audio, where unique designs, price points, audio quality and capabilities as well as consumer brand
loyalties are significant factors for the end consumer. Creating home theater and audio components that all work with an interoperable
standard creates a high level of confidence in retailers and consumers and helps drive the entire category. Interoperability also increases
the opportunity for specialized brands to create new and innovative products knowing they can focus on their specific part of the market
and rely on others to create the necessary cohort components.

 

Proprietary Software

 

A significant amount of our time and resources
are being allocated towards launching a software licensing part of our business. Customers will receive a license for our TX software,
so that any of their devices with a suitable Wi-Fi radio can transmit audio compliant with our standard without having to purchase and
integrate our TX module. We believe that this software will be well positioned for use by major consumer electronics companies in many
devices including TVs, handsets, gaming consoles, and computers. Patent applications have been submitted for key technology innovations
in this software.

 

Speaker companies under this new model would purchase
Wi-Fi modules with our RX software pre-installed from an original equipment manufacturer (“OEM”), rather than buying modules
directly from us. The OEM would pay a royalty to us based on how many modules with our software that it sold.

 

Risks Affecting Our Business

 

Our business is subject to numerous risks and
uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary.
These risks include, among others, the following:

 

  Our success depends on maintaining and increasing our sales, which depends on factors we cannot control, including the viability and reputation of our customers and their products.

 

  If we are unable to sell our modules into new markets or to new consumer electronics companies, our revenue may not grow.

 

  If our business does not grow as we expect, or if we fail to manage our growth effectively, our operating results and business prospects would suffer.

 

  Our business is dependent upon our ability to deploy and deliver our solutions, and the failure to meet our customers’ expectations could harm our reputation, which may have a material adverse effect on our business, operating results and financial condition.

 

  We have not been profitable historically and may not achieve or maintain profitability in the future.

 

  We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

 

 

Securities That We May Offer

 

The descriptions of the securities contained in
this prospectus, together with the applicable prospectus supplement, summarize all the material terms and provisions of the various types
of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms
of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities
may differ from the terms we have summarized below. We will also include information in the prospectus supplement, where applicable, about
material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the
securities will be listed.

 

We may sell from time to time, in one or more
offerings:

 

  shares of our common stock;
  shares of our preferred stock;
  warrants to purchase shares of our common stock, preferred stock or debt securities;
  rights to purchase shares of our common stock, preferred stock or other securities; and/or
  units consisting of any of the securities listed above.

 

The aggregate offering price of the securities
offered pursuant to this prospectus may not exceed $50,000,000. This prospectus may not be used to consummate a sale of securities unless
it is accompanied by a prospectus supplement.

 

Corporate Information

 

We were formed as Summit Semiconductor, LLC, a
Delaware limited liability company, on July 23, 2010. We converted to a Delaware corporation, effective December 31, 2017, at
which time we changed our name to Summit Semiconductor, Inc. Effective as of September 11, 2018, we changed our name to Summit
Wireless Technologies, Inc. We run our operations through Summit Wireless Technologies, Inc., as well as through our wholly-owned
subsidiaries, Summit Wireless Japan K.K., a Japanese corporation, and WiSA, LLC, a Delaware limited liability company.

 

 

Where You Can Find Us

 

Our principal executive offices are located at
6840 Via Del Oro, Ste. 280, San Jose, CA 95119 and our telephone number is (408) 627-4716. Our website address is www.summitwireless.com.
The website for the WiSA Association is http://www.wisaassociation.org. The information contained on, or that can be accessed
through, our websites is not incorporated by reference into this prospectus and is intended for informational purposes only.

 

Summit Wireless Technologies, Summit Semiconductor,
Summit WirelessTM, the Summit Wireless Technologies, Inc. logo, the WiSA logo and other trade names, trademarks or service
marks of Summit Wireless Technologies, Inc. appearing in this prospectus are the property of Summit Wireless Technologies, Inc.
Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

 

Implications of Being an Emerging Growth Company

 

We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company,
unlike public companies that are not emerging growth companies under the JOBS Act, we will not be required to:

 

  provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”);
  provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations;
  comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
  provide certain disclosure regarding executive compensation required of larger public companies or hold stockholder advisory votes on the executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or
  obtain stockholder approval of any golden parachute payments not previously approved.

 

We will cease to be an emerging growth company
upon the earliest of the:

 

  last day of the fiscal year in which we have $1.07 billion or more in annual revenues;
  date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);
  date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or
  last day of the fiscal year following the fifth anniversary of our initial public offering.

 

In addition, Section 107 of the JOBS Act
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards, and we have elected to take advantage of such extended transition
period for complying with new or revised accounting standards.

 

We have elected to adopt certain of the reduced
disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this
prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition,
it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less
active trading market for our common stock and higher volatility in our stock price.

 

 

RISK FACTORS

 

Investing in our securities involves significant
risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an
investment in the Company. Prior to making a decision about investing in our securities, you should carefully consider the specific factors
discussed under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information
contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You
should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most
recent Annual Report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our current
reports on Form 8-K that we have filed with the SEC, as set forth under “Incorporation of Documents by Reference”, all
of which are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports
we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of
these risks might cause you to lose all or part of your investment in the offered securities.

 

 

USE OF PROCEEDS

 

Except as otherwise provided in the applicable
prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate
purposes, which may include, among other things, working capital, capital expenditures, product development, marketing activities, acquisitions
of new technologies and investments, repayment of debt and repurchases and redemptions of securities.

 

The intended application of proceeds from the
sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement relating
to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements and the availability
and costs of other funds. Accordingly, we will retain broad discretion over the use of such proceeds. Pending use of the net proceeds,
we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments.

 

 

THE SECURITIES THAT WE MAY OFFER

 

The descriptions of the securities contained in
this prospectus, together with the applicable prospectus supplements, summarize all of the material terms and provisions of the various
types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular
terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of such
securities may differ from the terms that we have summarized below. We will also include in the prospectus supplement information, where
applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if
any, on which such securities will be listed.

 

We may sell from time to time, in one or more
offerings:

 

  shares of our common stock;
  shares of our preferred stock;
  debt securities;
  warrants to purchase shares of our common stock, preferred stock or debt securities;
  rights to purchase shares of our common stock, preferred stock or other securities; and/or
  units consisting of any of the securities listed above.

 

The terms of any securities that we offer will
be determined at the time of sale. We may issue securities that are exchangeable or exercisable for common stock or any of the other securities
that may be sold under this prospectus. When particular securities are offered, a supplement to this prospectus will be filed with the
SEC, which will describe the terms of the offering and sale of such securities.

 

 

DESCRIPTION OF CAPITAL STOCK

 

General

 

The following description of our capital stock,
together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions
of the capital stock that we may offer under this prospectus, but is not complete. For the complete terms of our capital stock, please
refer to our certificate of incorporation, as amended from time to time, any certificate of designation for our preferred stock, and our
bylaws, as amended from time to time. The General Corporation Law of the State of Delaware (the “DGCL”) may also affect the
terms of our capital stock.

 

Authorized Capital Stock

 

The Company is authorized to issue 220,000,000
shares of its capital stock consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share, and (b) 20,000,000
shares of “blank check” preferred stock, par value $0.0001 per share, of which 1,250,000 shares of such preferred stock have
been designated as Series A 8% Senior Convertible Preferred Stock (“Series A Preferred Stock”). As of September 5,
2019, 20,218,960 shares of our common stock were issued and outstanding and 250,000 shares of our Series A Preferred Stock were issued
and outstanding.

 

Common Stock

 

Voting Rights

 

Each holder of our common stock is entitled to
one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our bylaws,
our stockholders do not have cumulative voting rights. Because of this, the holders of a majority of the common stock entitled to vote
in any election of directors will be able elect all of the directors standing for election, if they should so choose.

 

Dividends

 

Subject to preferences that may be applicable
to any then-outstanding preferred stock, holders of our common stock will be entitled to receive ratably those dividends, if any, as may
be declared from time to time by the board of directors out of legally available funds. The right of holders of our common stock to receive
dividends is subject to the rights of holders of Series A Preferred Stock to receive dividends pursuant to the Certificate of Designations
of the Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designations”). Pursuant
to the Certificate of Designations, so long as any Series A Preferred Stock is outstanding, we are not permitted to directly or indirectly
declare or pay any dividend on our common stock as long as any dividends due on the Series A Preferred Stock remain unpaid. Additionally,
so long as holders hold shares of Series A Preferred Stock with a Stated Value equal to or exceeding $62,500, unless holders of at
least 67% in Stated Value (as defined below) of the then outstanding shares of Series A Preferred Stock shall have otherwise given
prior written consent, the Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, pay cash dividends
on shares of our common stock.

 

Liquidation

 

In the event of our liquidation, dissolution or
winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders
of any then-outstanding preferred stock, including, without limitation, the liquidation preference granted to holders of our Series A
Preferred Stock pursuant to the Certificate of Designations.

 

Rights and Preferences

 

Holders of our common stock have no preemptive,
conversion or subscription rights and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences
and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series
of preferred stock that we may designate in the future, including, without limitation, the rights granted to holders of our Series A
Preferred Stock pursuant to the Certificate of Designations.

 

 

Preferred Stock

 

General

 

We are authorized to issue up to 20,000,000 shares
of “blank check” preferred stock, par value $0.0001 per share, 1,250,000 shares of which have been designated as Series A
Preferred Stock, of which 250,000 shares are presently issued and outstanding. Our board of directors has the authority, without further
action by our stockholders, to issue shares of preferred stock in one or more series, to establish from time to time the number of shares
to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any
qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares any such series, but not below the
number of shares of such series then outstanding.

 

Our board of directors may authorize the issuance
of shares of preferred stock with dividend, liquidation, voting, conversion or other rights that could adversely affect the voting power
or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue preferred stock and determine
its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have
the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price of our common stock
and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the issuance of any
preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that
class of preferred stock.

 

Series A Preferred Stock

 

The following is a summary of the material
terms of the Series A Preferred Stock. This summary is not complete. The following summary of the terms and provisions of the Series A
Preferred Stock is qualified in its entirety by reference to the Certificate of Designations setting forth the terms of the Series A
Preferred Stock and our certificate of incorporation, as amended.

 

On April 18, 2019, we entered into a Securities
Purchase Agreement, dated as of April 18, 2019, with a significant stockholder (the “Preferred SPA”), pursuant to which
we issued 250,000 shares of our Series A Preferred Stock in consideration for $1 million, which shares have a stated value of $4.00
(the “Stated Value”), grant holders the same voting rights as holders of our shares of common stock, and are convertible into
shares of our common stock at a price of $4.00 per share (the “Fixed Conversion Price”), subject to a floor price of $1.50
and to adjustment under our Certificate of Designations. Pursuant to the Preferred SPA, the Series A Preferred Stock may be issued
in tranches of at least $500,000 and in an aggregate of up to $5 million.

 

Other than the issuance of our Series A Preferred
Stock pursuant to the Preferred SPA, we have no present plans to issue any additional shares of preferred stock. However, in the event
that we issue additional shares of preferred stock, holders of our shares of common stock and preferred stock may be diluted. Once designated
by our board of directors, each series of preferred stock will have specific financial and other terms that will be described in a prospectus
supplement. We will also file with the SEC a certificate of designation designating the rights and preferences of the preferred stock
prior to any issuance of preferred stock, and you should read such certificate of designation for provisions that may be important to
you.

 

Ranking

 

The Series A Preferred Stock ranks senior
to our common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company.

 

Dividends on Series A Preferred Stock

 

Holders of Series A Preferred Stock shall
be entitled to receive from and after the first date of issuance of the Series A Preferred Stock cumulative dividends at a rate per
share (as a percentage of the Stated Value per share) of 8% per annum, in cash, or at the Company’s option, in duly authorized,
validly issued, fully paid and non-assessable shares of common stock, or a combination thereof, which shall be payable upon conversion
of the Series A Preferred Stock. The form of the dividend payment on the Series A Preferred Stock will be determined based on
the legal availability of funds for the payment and the satisfaction of the Equity Conditions (as defined in the Certificate of Designations)
for the five consecutive trading days immediately prior to the payment date. Any dividends that are not paid within five trading days
when due shall continue to accrue at a dividend rate of 18% per annum, which must be paid in cash. In the event that a Triggering Event
(as defined in the Certificate of Designations) occurs, the dividend rate on all of the outstanding Series A Preferred Stock shall
be increased to eighteen percent (18%) per annum thereafter.

 

 

Conversion of Series A Preferred Stock

 

Pursuant to the Certificate of Designations, in
the event that the closing price of our common stock on a Trading Day (as defined in the Certificate of Designations) as quoted on the
Trading Market (as defined in the Certificate of Designations) is less than the Fixed Conversion Price, the Fixed Conversion Price shall
be reduced, at the option of any holder of shares of Series A Preferred Stock, to equal 95% of the average of the lowest VWAP (as
defined in the Certificate of Designations) out of the prior 10 consecutive Trading Days prior to the date on which such holder delivers
a notice of conversion to the Company to convert such holder’s shares into shares of our common stock, which price shall not be
less than $1.50. Pursuant to the Certificate of Designations, the Fixed Conversion Price shall also be adjusted in the event of a Subsequent
Financing (as defined below), subject to certain exceptions.

 

Redemption of Series A Preferred Stock

 

Upon a Triggering Event, which includes any default
by the Company in the payment of amounts owed to holders of the Series A Preferred Stock and other customary events of default under
the Certificate of Designations, such holders have the right to require us to redeem each share of Series A Preferred Stock at a
redemption price equal to 120% of the Stated Value and all accrued but unpaid dividends on such shares, in addition to the payment of
all liquidated damages and other costs, expenses or amounts due in respect of such shares.

 

Rights Upon a Subsequent Financing

 

So long as holders of shares of Series A
Preferred Stock hold such shares with an aggregate Stated Value equal to or exceeding $62,500, upon any issuance of shares of our common
stock, Common Stock Equivalents (as defined in the Preferred SPA), conventional debt or a combination of such securities and/or debt (a
“Subsequent Financing”), unless the proposed terms of a Subsequent Financing shall have first been delivered to such holders
in reasonable detail and such holders have first been granted the option to purchase such securities pursuant to such terms, such holders
have the right to purchase all, and no less than all, of the securities offered to investors in a Subsequent Financing on the same terms,
conditions and price provided for in the Subsequent Financing.

 

In addition, so long as holders of shares of Series A
Preferred Stock hold such shares with an aggregate Stated Value equal to or exceeding $125,000, if we effect a Subsequent Financing, such
holders have a right to tender shares of Series A Preferred Stock for the securities offered pursuant to a Subsequent Financing.

 

Subsequent Equity Sales

 

In the event that we or any of our subsidiaries
issue additional shares of common stock and/or Common Stock Equivalents in connection with a financing pursuant to which the effective
price per share for such securities is less than the then conversion price of the Series A Preferred Stock, then subject to certain
exceptions set forth in the Certificate of Designations, such conversion price will be reduced to such the effective price of such issued
securities.

 

Fundamental Transaction; Liquidation Rights

 

If a Fundamental Transaction (as defined in the
Certificate of Designations) occurs at any time while the Series A Preferred Stock is outstanding, the holders of shares of Series A
Preferred Stock then outstanding shall have the right to receive, upon any subsequent conversion of the Series A Preferred Stock,
for each share of our common stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of common stock of the successor or acquiring corporation and any additional consideration receivable
as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which such shares of Series A
Preferred Stock is convertible immediately prior to such Fundamental Transaction. A Fundamental Transaction includes, but is not limited
to, an event whereby any change in the ownership of at least 50% of our voting stock occurs or the merger or consolidation of the Company
into another entity.

 

In the event of any liquidation, dissolution,
or winding-up of the Company, each holder of Series A Preferred Stock is entitled to receive an amount equal to the Stated Value,
plus accrued and unpaid dividends and any other fees or liquidated damages before any distribution will be made to holders of junior securities.
If assets are insufficient for such payment, then the entire assets will be distributed only to the holders of the Series A Preferred
Stock. A Fundamental Transaction or Change of Control Transaction (as defined in the Certificate of Designations) shall not be deemed
a liquidation event.

 

 

Stockholder Approval

 

Pursuant to the Certificate of Designations and
the Preferred SPA, unless we obtain stockholder approval pursuant to the rules and regulations of Nasdaq, we cannot issue shares
of common stock upon conversion of the Series A Preferred Stock in the event that such issuance exceeds 19.99% of the issued and
outstanding shares of common stock as of April 18, 2019 or if such conversion is considered a “change of control” under
the rules and regulations of Nasdaq.

 

Voting Rights

 

The holders of the Series A Preferred Stock
shall be entitled to vote on any matter submitted to our stockholders for a vote. One (1) share of Series A Preferred Stock
shall carry the same voting rights as one (1) share of our common stock. So long as any shares of Series A Preferred Stock are
outstanding, we shall not, without first obtaining the approval of more than 67% of the holders of Series A Preferred Stock then
outstanding, voting together as a separate class (a) alter or amend the Certificate of Designations or alter or change adversely
the powers, rights or preferences of the Series A Preferred Stock, including amending our certificate of incorporation or other charter
documents in any manner adversely affecting the holders of the Series A Preferred Stock; (b) authorize or create any class of
stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series A
Preferred Stock; (c) increase the total number of authorized shares of Series A Preferred Stock; or (d) enter into any
agreement with respect to any of the foregoing.

 

Dividends

 

Since inception we have not paid any dividends
on our common stock or our preferred stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our
common stock. Pursuant to the Certificate of Designations, holders of Series A Preferred Stock are entitled to receive cumulative
dividends at a rate per share (as a percentage of the Stated Value per share) of 8% per annum, in cash or in shares of our common stock
at our option, or a combination thereof, which shall be payable upon conversion of the Series A Preferred Stock. As of July 31,
2019, we accrued dividends in the amount of $23,000. Although we intend to retain our earnings, if any, to finance the exploration and
growth of our business, our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends
on our common stock in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors
may deem relevant. Payment of dividends on our preferred stock shall be subject to the terms of the Certificate of Designations.

 

Warrants

 

As of September 5, 2019, we had warrants
to purchase 9,150,003 shares of our common stock outstanding, with a weighted average exercise price and remaining life in years of $3.74
and 3.23, respectively. As of September 5, 2019, the warrants had no aggregate intrinsic value. The exercise price of such warrants
is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers
or other corporate change and dilutive issuances.

 

Options and Other Stock Awards

 

On January 31, 2018, the Company’s
stockholders approved the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”). The aggregate maximum number of
shares of our common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of restricted shares
or stock options will be limited to 15% of the outstanding shares of our common stock, which calculation shall be made on the first business
day of each new fiscal year of the Company; provided that, in any year no more than 8% of our shares of common stock, or derivative securitization
with common stock underlying 8% of such shares may be issued in any fiscal year. For fiscal year 2019, up to 2,304,909 shares of our common
stock are available for participants under the LTIP. As of September 5, 2019, we have issued under the LTIP 15,000 shares of fully
vested common stock, 70,000 shares of restricted common stock, of which no shares have yet vested, and 400,000 unvested deferred shares.

 

On January 30, 2018, the Company terminated
the Company’s Carve-Out Plan (the “Carve-Out Plan”). Prior to its cancellation, our employees and directors were entitled
to participate in the Carve-Out Plan at the discretion of the Company’s board of directors. Each Carve-Out Plan participant was
awarded points which entitled that participant to a portion of the proceeds payable to the Company and/or its members upon a sale of the
Company. The proceeds payable to a Carve-Out Plan participant were equal to an amount determined in accordance with the following formula:
number of points held by participant divided by total points outstanding, multiplied by 18% of Net Sale Price. For this purpose, “Net
Sale Price” equaled the aggregate amount payable to the Company and/or its members in connection with a sale of the Company less
all amounts payable to creditors of the Company.

 

 

In connection with the termination of the Carve-Out
Plan and the approval of the LTIP on January 31, 2018, the Company issued 1,284,470 and 153,126 shares of restricted common stock
to its employees and directors, respectively, whose proceeds under the Carve-Out Plan were vested as of that date (the “January 2018
Restricted Stock Grant”). Such shares were issued to such persons on January 31, 2018, and were to be released in three equal
tranches on September 1, 2018, March 1, 2019 and September 1, 2019. As of June 30, 2019, there were 492,808 shares
of restricted stock remaining under the January 2018 Restricted Stock Grant, 464,632 of such shares were to be released on September 1,
2019, with an additional 28,176 shares to be released to a terminated employee in four equal tranches over the next 20 months pursuant
to the terms of such employee’s restricted stock agreement.

 

Rule 10b5-1 Sales Plans

 

Our directors and executive officers may adopt
written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of common stock on a periodic
basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer
when entering into the plan, without further direction from such director or executive officer once such director or executive officer’s
plan is in place. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at
any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are
not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy.

 

Registration Rights

 

Certain investors in the Company (“Initiating
Holders”) have registration rights which, upon notice from an Initiating Holder, will require the Company to file a registration
statement to register the shares owned by said Initiating Holder. The Company must also provide notice to all other Initiating Holders
and register the shares of any other Initiating Holder that joins such request. However, an Initiating Holder cannot submit a notice prior
to the earlier of five (5) years from the date such holder executed a registration rights agreement or one hundred eighty (180) days
following the effective date of the first registration statement filed by the Company covering an underwritten offering of its securities.

 

Pursuant to the Preferred SPA, the Company issued
a warrant to purchase 255,102 shares of its common stock (the “Warrant”), which is immediately exercisable, has a five-year
life and has an exercise price of $1.98. The Warrant is subject to 4.99/9.99% blockers and subject to adjustment for stock dividends and
splits. Pursuant to the Preferred SPA, holders of shares of the Series A Preferred Stock (i) have the right to require the Company
to register the shares of Series A Preferred Stock as well as the shares of our common stock underlying such shares and the Warrant
within 180 days of the Closing Date (as defined in the Preferred SPA) on which purchasers have committed to purchase an aggregate of amount
of Series A Preferred Stock with an aggregate stated value equal to or exceeding $250,000.

 

Anti-Takeover Effects of Provisions of the DGCL and our Certificate
of Incorporation and Bylaws

 

Anti-Takeover Statute

 

We are subject to Section 203 of the Delaware
General Corporation Law, which generally prohibits a publicly held Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the
following exceptions:

 

  before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
  on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.

 

 

In general, Section 203 defines a “business
combination” to include the following:

 

  any merger or consolidation involving the corporation and the interested stockholder;
  any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
  subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
  any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
  the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

 

In general, Section 203 defines an “interested
stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within
three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of
the corporation.

 

Anti-Takeover Effects of Certain Provisions
of our Bylaws

 

Our bylaws provide that directors may be removed
by the stockholders with or without cause upon the vote of a majority of the holders of common stock then entitled to vote. Furthermore,
the authorized number of directors may be changed only by resolution of the board of directors or of the stockholders, and vacancies may
only be filled by a majority vote of the directors, including those who may have resigned. Except as otherwise provided in the bylaws
and the certificate of incorporation, as amended, any vacancies or newly created directorships on the board of directors resulting from
any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be
filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

 

Our bylaws also provide that only our chairman
of the board, chief executive officer, president or one or more stockholders holding shares in the aggregate entitled to cast not less
than ten percent of the votes at that meeting may call a special meeting of stockholders.

 

The combination of these provisions makes it more
difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing
our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make
it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated
preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that
could impede the success of any attempt to change our control.

 

These provisions are intended to enhance the likelihood
of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and
inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain
tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers
for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit
fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. We believe that the benefits
of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of
takeover proposals could result in an improvement of their terms.

 

Limitation on Directors’ Liability; Indemnification

 

Our bylaws contain provisions that limit the liability
of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability
for:

 

  any breach of the director’s duty of loyalty to the corporation or its stockholders;
  any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
  unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
  any transaction from which the director derived an improper personal benefit.

 

This limitation of liability does not apply to
liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief
or rescission.

 

 

Our bylaws provide that we are required to indemnify
our directors to the fullest extent permitted by Delaware law. Our bylaws also provide that, upon satisfaction of certain conditions,
we are required to advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit
us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions
in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our
bylaws also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by our
board of directors. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by
the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including, among other
things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.
We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also
maintain customary directors’ and officers’ liability insurance.

 

The limitation of liability and indemnification
provisions in our bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.
They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful,
might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay
the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present,
there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought
and we are not aware of any threatened litigation that may result in claims for indemnification.

 

Listing

 

Our common stock is traded on Nasdaq under the
symbol “WISA”.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common
stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, NY 11598 and its telephone number is
(212) 828-8436.

 

 

DESCRIPTION OF DEBT SECURITIES

 

We may offer debt securities which may be senior,
subordinated or junior subordinated and may be convertible. We may offer general debt obligations, which may be secured or unsecured,
senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and
the subordinated debt securities together as the “debt securities”. We may issue debt securities under a note purchase agreement
or under an indenture to be entered between us and a trustee. We will file the form of debt security and form of note purchase agreement
for debt securities or form of indenture for debt securities with the SEC. The indentures do not
limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or more series. The
senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities
will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt
securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our board of directors will determine
the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities.
The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus
supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being
offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities.

 

If we decide to issue debt securities pursuant
to an indenture to be entered into between us and a trustee, we will issue the debt securities offered by this prospectus and any accompanying
prospectus supplement under an indenture to be entered into between us and the trustee identified in the applicable prospectus supplement.
The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as in effect on the date of the indenture. The indenture will be subject to and governed by the terms of the Trust
Indenture Act of 1939. If we offer debt securities under this prospectus, we will file the form of indenture with the SEC.

 

The following description briefly sets forth certain
general terms and provisions of the debt securities that we may offer. The particular terms of the debt securities offered by any prospectus
supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the related
prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to
both the related prospectus supplement and to the following description. Where any provision in an accompanying prospectus supplement
is inconsistent with any provision in this summary, the prospectus supplement will control.

 

Debt Securities

 

The aggregate principal amount of debt securities
that may be issued either pursuant to a note purchase agreement or under an indenture is unlimited. The debt securities may be issued
in one or more series as may be authorized from time to time pursuant to a supplemental indenture entered into between us and the trustee
or an order delivered by us to the trustee. For each series of debt securities we offer, a prospectus supplement accompanying this prospectus
will describe the following terms and conditions of the series of debt securities that we are offering, to the extent applicable:

 

  title and aggregate principal amount;
  whether the debt securities will be senior, subordinated or junior subordinated;
  applicable subordination provisions, if any;
  provisions regarding whether the debt securities will be convertible or exchangeable into other securities or property of the Company or any other person;
  percentage or percentages of principal amount at which the debt securities will be issued;
  maturity date(s);
  interest rate(s) or the method for determining the interest rate(s);
  whether interest on the debt securities will be payable in cash or additional debt securities of the same series;
  dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;

 

  whether the amount of payment of principal of, premium, if any, or interest on the debt securities may be determined with reference to an index, formula or other method;
  redemption, repurchase or early repayment provisions, including our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
  if other than the debt securities’ principal amount, the portion of the principal amount of the debt securities that will be payable upon declaration of acceleration of the maturity;
  authorized denominations;
  form;

 

 

  amount of discount or premium, if any, with which the debt securities will be issued, including whether the debt securities will be issued as “original issue discount” securities;
  the place or places where the principal of, premium, if any, and interest on the debt securities will be payable;
  where the debt securities may be presented for registration of transfer, exchange or conversion;
  the place or places where notices and demands to or upon the Company in respect of the debt securities may be made;
  whether the debt securities will be issued in whole or in part in the form of one or more global securities;
  if the debt securities will be issued in whole or in part in the form of a book-entry security, the depository or its nominee with respect to the debt securities and the circumstances under which the book-entry security may be registered for transfer or exchange or authenticated and delivered in the name of a person other than the depository or its nominee;
  whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
  the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
  the guarantors, if any, of the debt securities, and the extent of the guarantees and any additions or changes to permit or facilitate guarantees of such debt securities;
  any covenants applicable to the particular debt securities being issued;
  any defaults and events of default applicable to the debt securities, including the remedies available in connection therewith;
  currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
  time period within which, the manner in which and the terms and conditions upon which the Company or the purchaser of the debt securities can select the payment currency;
  securities exchange(s) on which the debt securities will be listed, if any;
  whether any underwriter(s) will act as market maker(s) for the debt securities;
  extent to which a secondary market for the debt securities is expected to develop;
  provisions relating to defeasance;
  provisions relating to satisfaction and discharge of the indenture;
  any restrictions or conditions on the transferability of the debt securities;
  provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
  any addition or change in the provisions related to compensation and reimbursement of the trustee;
  provisions, if any, granting special rights to holders upon the occurrence of specified events;
  whether the debt securities will be secured or unsecured, and, if secured, the terms upon which the debt securities will be secured and any other additions or changes relating to such security; and
  any other terms of the debt securities that are not inconsistent with the provisions of the Trust Indenture Act of 1939 (but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

 

General

 

One or more series of debt securities may be sold
as “original issue discount” securities. These debt securities would be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series of
debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

 

United States federal income tax consequences
and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.

 

Debt securities may be issued where the amount
of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices
or other factors. Holders of such debt securities may receive a principal amount or a payment of interest that is greater than or less
than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities,
equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on
any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain
additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.

 

The term “debt securities” includes
debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable
currency or units based on or relating to foreign currencies.

 

Subject to the limitations provided in any indenture
and in a prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the principal corporate
trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection
therewith.

 

Governing Law

 

All debt securities, including debt securities
issued pursuant to an indenture, shall be construed in accordance with and governed by the laws of the state of New York. To the extent
we issue securities pursuant to an indenture, such indenture will be governed by the laws of the state of New York.

 

 

DESCRIPTION OF WARRANTS

 

The following description, together with the additional
information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that
we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will
apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus
supplement may differ from the terms described below. If there are differences between that prospectus supplement and this prospectus,
the prospectus supplement will control. Thus, the statements we make in this section may not apply to a particular series of warrants. Specific
warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration
statement which includes this prospectus.

 

General

 

We may issue warrants for the purchase of common
stock, preferred stock, and/or debt securities in one or more series. We may issue warrants independently or together with common stock,
preferred stock, and/or debt securities, and the warrants may be attached to or separate from these securities.

 

We will issue warrants under one or more warrant
agreements between us and a warrant agent that we will name in the prospectus supplement. We will file the form of warrant agreement and
form of warrant certificate with the SEC, and you should read the form of warrant agreement and form of warrant certificate for provisions
that may be important to you.

 

We will describe in the applicable prospectus supplement the terms
of the series of warrants, including:

 

  the offering price and aggregate number of warrants offered;
  the currency for which the warrants may be purchased;
  if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
  if applicable, the date on and after which the warrants and the related securities will be separately transferable;
  in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which such shares may be purchased upon such exercise;
  the warrant agreement under which the warrants will be issued;
  the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
  anti-dilution provisions of the warrants, if any;
  the terms of any rights to redeem or call the warrants;
  any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
  the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable;
  the manner in which the warrant agreement and warrants may be modified;
  the identities of the warrant agent and any calculation or other agent for the warrants;
  federal income tax consequences of holding or exercising the warrants;
  the terms of the securities issuable upon exercise of the warrants;
  any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed; and
  any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

 

Exercise of Warrants

 

Each warrant will entitle the holder to purchase
the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to 5:00 p.m. eastern time on the expiration date that we set forth in the applicable prospectus supplement. After the
close of business on the expiration date, unexercised warrants will become void.

 

 

Holders of the warrants may exercise the warrants
by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on
the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information that the holder of the warrant
will be required to deliver to the warrant agent.

 

Until the warrant is properly exercised, no holder
of any warrant will be entitled to any rights of a holder of the securities purchasable upon exercise of the warrant.

 

Upon receipt of the required payment and the warrant
certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants.

 

Modifications

 

We may amend the warrant agreements and the warrant
certificates without the consent of the holders of the warrants to cure any ambiguity, to cure, correct or supplement any defective or
inconsistent provision, or in any other manner that will not adversely affect the interests of the holders of the warrants. We may also
modify or amend certain other terms of the warrant agreements and the warrant certificates with the written consent of the holders of
not less than a majority of the then outstanding warrants.

 

Enforceability of Rights by Holders of Warrants

 

Any warrant agent will act solely as our agent
under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant.
A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant certificate, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable
upon exercise of, its warrants in accordance with their terms.

 

 

DESCRIPTION OF RIGHTS

 

We may issue rights to purchase shares of our
common stock, preferred stock, debt securities or other securities. These rights may be issued independently or together with any other
security offered hereby and may or may not be transferable by the holder receiving the rights in such offering. The applicable prospectus
supplement may add, update or change the terms and conditions of the rights as described in this prospectus.

 

The applicable prospectus supplement will describe
the specific terms of any offering of rights for which this prospectus is being delivered, including the following:

 

  the price, if any, per right;
  the exercise price payable for common stock, preferred stock or other securities upon the exercise of the rights;
  the number of rights issued or to be issued to each holder;
  the number and terms of common stock, preferred stock or other securities which may be purchased per right;
  the extent to which the rights are transferable;
  any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights;
  the date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;
  the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and
  if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights.

 

Holders may exercise rights as described in the
applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate
trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward
the applicable securities purchased upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised,
we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or
through a combination of such methods, including pursuant to standby arrangements with one or more underwriters or other purchasers, pursuant
to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering,
as described in the applicable prospectus supplement.

 

The description in the applicable prospectus supplement
of any rights that we may offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable
rights certificate, which will be filed with the SEC.

 

 

DESCRIPTION OF UNITS

 

We may issue units comprised of one or more of
the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date.

 

We may evidence units by unit certificates that
we issue under a separate unit agreement. We may issue the units under a unit agreement between us and one or more unit agents. If we
elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent in connection with the units and will
not assume any obligation or relationship of agency or trust for or with any registered holders of units or beneficial owners of units.
We will indicate the name and address and other information regarding the unit agent in the applicable prospectus supplement relating
to a particular series of units if we elect to use a unit agent.

 

We will describe in the applicable prospectus
supplement the terms of the series of units being offered, including:

 

  the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
  any unit agreement under which the units will be issued and any provisions of the unit agreement that differ from those described herein;
  any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and
  whether the units will be issued in fully registered or global form.

 

The other provisions regarding our common stock,
preferred stock, debt securities, warrants and rights as described in this prospectus will apply to each unit to the extent such unit
consists of shares of our common stock, preferred stock, debt securities, warrants and/or rights.

 

 

PLAN OF DISTRIBUTION

 

We may sell the securities being offered pursuant
to this prospectus from time to time in one or more transactions, including, without limitation:

 

  through underwriters or dealers;
  through agents;
  directly by us to purchasers;
  in a rights offering;
  in “at the market” offerings within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market on an exchange or otherwise;
  through a combination of any of these methods; or
  through any other method permitted by applicable law and described in a prospectus supplement.

 

The applicable prospectus supplement will describe
the terms of the offering of the securities, including:

 

  the name or names of any underwriters, if any, and if required, any dealers or agents;
  the purchase price of the securities and the proceeds that we will receive from the sale;
  any underwriting discounts and other items constituting underwriters’ compensation;
  any commissions paid to agents;
  any discounts or concessions allowed or reallowed or paid to dealers;
  any delayed delivery arrangements;
  any additional risk factors applicable to the securities that we propose to sell; and
  any securities exchange or market on which the securities may be listed.

 

We may sell the securities from time to time in
one or more transactions at:

 

  a fixed price or prices, which may be changed;
  market prices prevailing at the time of sale;
  prices related to such prevailing market prices; or
  negotiated prices.

 

Sale through Underwriters or Dealers

 

If underwriters are used in the sale, the underwriters
may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform
you otherwise in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject
to certain conditions, and the underwriters will be obligated to purchase all of the offered securities if they purchase any of them.
The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed
or paid to dealers.

 

We will describe the name or names of any underwriters,
dealers or agents and the purchase price of the securities in a prospectus supplement relating to the securities.

 

In connection with the sale of the securities,
underwriters may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters may sell the securities to or through dealers, and these dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as
agents, which is not expected to exceed that customary in the types of transactions involved. Underwriters, dealers and agents that participate
in the distribution of the securities may be deemed to be underwriters, and any discounts or commissions they receive from us and any
profit on the resale of the securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act.
The prospectus supplement will identify any underwriter or agent and will describe any compensation they receive from us.

 

 

Underwriters could make sales in privately negotiated
transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering, sales made
directly on Nasdaq, or such other exchange or automated quotation system on which our securities trade, or sales made to or through a
market maker other than on an exchange. The name of any such underwriter or agent involved in the offer and sale of our securities, the
amounts underwritten, and the nature of its obligations to take our securities will be described in the applicable prospectus supplement.

 

Unless otherwise specified in the prospectus supplement,
each series of the securities will be a new issue with no established trading market, other than our common stock, which is currently
traded on Nasdaq. We may elect to list any of the securities on an exchange, but are not obligated to do so. It is possible that one or
more underwriters may make a market in a series of the securities, but underwriters will not be obligated to do so and may discontinue
any market making at any time without notice. Therefore, we can give no assurance about the liquidity of or the trading market for any
of the securities.

 

In compliance with the guidelines of the Financial
Industry Regulatory Authority, Inc. (“FINRA”), the maximum aggregate discounts, commissions, agency fees or other items
constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the aggregate
offering price of the securities offered pursuant to this prospectus and any applicable prospectus supplement.

 

To facilitate the offering of securities, certain
persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities.
This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of
more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be discontinued at any time.

 

From time to time, we or our affiliates may engage
in transactions with these underwriters, dealers and agents in the ordinary course of business. Underwriters have from time to time in
the past provided, and may from time to time in the future provide, investment banking services to us for which they have in the past
received, and may in the future receive, customary fees.

 

Direct Sales and Sales through Agents

 

We may sell the securities directly. In this case,
no underwriters or agents would be involved. We may also sell the securities through agents designated by us from time to time. In the
applicable prospectus supplement, we will name any agent involved in the offer, sale or resale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you otherwise in the applicable prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

 

We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
We will describe the terms of any sales of these securities in the applicable prospectus supplement.

 

Remarketing Arrangements

 

Securities may also be offered and sold, if so
indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption
or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as
agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described
in the applicable prospectus supplement.

 

 

Delayed Delivery Contracts

 

If we so indicate in the applicable prospectus
supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
from us at the public offering price under delayed delivery contracts. Institutions with which we may make these delayed delivery contracts
include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions
and others. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the applicable prospectus supplement. The obligations of any purchaser under any such delayed delivery
contract will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the
laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility with regard
to the validity or performance of these delayed delivery contracts. The applicable prospectus supplement will describe the commission
payable for solicitation of those contracts.

 

General Information

 

We may have agreements with the underwriters,
dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities
Act, or to contribute with respect to payments that the underwriters, dealers, agents or remarketing firms may be required to make. Underwriters,
dealers, agents and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course
of their businesses.

 

 

LEGAL MATTERS

 

The validity of the issuance of the securities
offered hereby will be passed upon for us by Sullivan &Worcester LLP of New York, New York. Additional legal matters may be passed
upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

 

EXPERTS

 

The
consolidated financial statements of Summit Wireless Technologies, Inc. as of December 31, 2018 and 2017 and for each of the
two years in the period ended December 31, 2018, incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 2018, have been so incorporated in reliance on the report (which contains an explanatory paragraph
relating to the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements)
of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus constitutes a part of a registration
statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus
supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You
will find additional information about us in the registration statement and its exhibits. Any statements made in this prospectus
or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed
as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

 

You can read our SEC filings, including the registration
statement, over the internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at
its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference facilities.

 

We are subject to the information reporting requirements
of the Exchange Act, and we file reports, proxy statements and other information with the SEC. These reports, proxy statements and other
information will be available for inspection and copying at the public reference room and website of the SEC referred to above. We also
maintain a website at www.summitwireless.com, at which you may access these materials free of charge as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website
is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such
information in making a decision to purchase our common stock in this offering.

 

 

INCORPORATION OF DOCUMENTS BY REFERENCE

 

The SEC permits us to “incorporate by reference”
into this prospectus the information contained in documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. Information that is incorporated by reference is considered to be part of this prospectus
and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically
update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered
to be a part of this prospectus from the date those documents are filed. We have filed with the SEC and incorporate by reference in this
prospectus, except as superseded, supplemented or modified by this prospectus, the documents listed below:

 

  Our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019;
  Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the SEC on May 15, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed with the SEC on August 14, 2019;
  Our Current Reports on Form 8-K, filed with the SEC on March 20, 2019, March 28, 2019, May 16, 2019, May 22, 2019, May 30, 2019, June 25, 2019, August 8, 2019, August 15, 2019 and August 19, 2019; and
  Our Registration Statement on Form 8-A, filed with the SEC on July 25, 2018, including any amendments or reports filed for the purpose of updating the description of our common stock therein.

 

We also incorporate by reference into this prospectus
additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC). Any
statement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedes
the statement, and any statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes the statement.

 

We will provide, without charge, to each person
to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:

 

Summit Wireless Technologies, Inc.
6840 Via Del Oro Ste. 280

San Jose, CA 95119

(408) 627-4716 
info@summitsemi.com

 

Copies of these filings are also available on
our website at www.summitwireless.com. For other ways to obtain a copy of these filings, please refer to “Where
You Can Find More Information” above.

 

 

=======================================================================

 

Up to $4,500,000 of Common Stock

 

 

 

Summit Wireless Technologies, Inc.

 

 

 

Prospectus Supplement

 

 

 

Maxim Group LLC

 

 

 

December 30, 2021

 

 





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