Owlet, Inc. Reports Material Agreements, Equity Sales, and Bylaw Changes

TL;DR

**Owlet just dropped an 8-K detailing major agreements, equity sales, and bylaw changes, so keep an eye on their stock!**

AI Summary

Owlet, Inc. filed an 8-K on February 26, 2024, reporting events from February 25, 2024, including an entry into a material definitive agreement, results of operations, and unregistered sales of equity securities. The filing also covered material modifications to security holders' rights and amendments to the company's bylaws. This indicates significant corporate actions impacting its financial structure and governance.

Why It Matters

This filing signals significant changes in Owlet's financial and governance structure, potentially impacting shareholder value and future operational strategies.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes, including unregistered equity sales and modifications to security holder rights, which can introduce uncertainty.

Key Players & Entities

• Owlet, Inc. (company) — Filing company
• February 25, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• Sandbridge Acquisition Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share OWLT New York Stoc
• $9.25 million — k"), for an aggregate purchase price of $9.25 million (collectively, the "Private Placement")
• $1,000.00 — k will have a liquidation preference of $1,000.00 per share (the "Liquidation Preference"
• $7.7125 — and an exercise price that is equal to $7.7125 per share. The Warrants also provide fo

Filing Documents

• owlt-20240225.htm (8-K) — 63KB
• ex-31certificateofdesignat.htm (EX-3.1) — 163KB
• ex-41formofwarrantformfina.htm (EX-4.1) — 134KB
• ex-42amendedandrestatedwar.htm (EX-4.2) — 135KB
• ex-101investmentagreemente.htm (EX-10.1) — 404KB
• ex-991pressreleaseseriesbf.htm (EX-99.1) — 12KB
• owlt-20240225_g1.jpg (GRAPHIC) — 34KB
• 0001628280-24-006737.txt ( ) — 1331KB
• owlt-20240225.xsd (EX-101.SCH) — 2KB
• owlt-20240225_def.xml (EX-101.DEF) — 16KB
• owlt-20240225_lab.xml (EX-101.LAB) — 31KB
• owlt-20240225_pre.xml (EX-101.PRE) — 17KB
• owlt-20240225_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Investment Agreements On February 25, 2024, Owlet, Inc. (the "Company") entered into an Investment Agreement (the "Investment Agreement") with certain investors listed on Schedule 1 thereto (the "Investors"), pursuant to which the Company will issue and sell to the Investors (i) an aggregate of 9,250 shares (the "Preferred Shares") of the Company's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") and (ii) warrants ("Warrants") to purchase an aggregate of 1,799,021 shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Common Stock"), for an aggregate purchase price of $9.25 million (collectively, the "Private Placement"). The Company anticipates that the Private Placement will close on or about February 28, 2024, subject to customary closing conditions. The Company plans to use the net proceeds for general corporate purposes and to fund its strategic initiatives. Investors who are purchasing Preferred Shares and Warrants in the Private Placement include (i) an entity affiliated with Eclipse Ventures LLC ("Eclipse"), (ii) entities affiliated with Trilogy Equity Partners, LLC ("Trilogy"), and (iii) John Kim, a member of the Company's board of directors (the "Board"). Lior Susan, the chairman of the Board, and Marc Stoll, a member of the Board, are affiliated with Eclipse and Amy McCullough, a member of the Board, is affiliated with Trilogy. The Company's prior material relationships with such parties are described under "Certain Relationships and Related Person Transactions" beginning on page 49 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 12, 2023, which description is incorporated herein by reference. Series B Preferred Stock In connection with the closing of the Private Placement, the Company will file the Certificate of Designation of Series B Convertible Preferred Stock (

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On February 26, 2024, the Company issued a press release reporting certain unaudited preliminary financial results for the fourth quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The preliminary unaudited financial results included in Exhibit 99.1 to this Current Report on Form 8-K have been prepared by, and are the responsibility of, management of the Company. The Company's independent registered public accounting firm has not audited, reviewed, compiled or applied agreed-upon procedures with respect to such preliminary unaudited financial results and has not expressed any opinion or other form of assurance with respect thereto. The information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Private Placement was undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act. The securities issued or issuable pursuant to the Investment Agreement may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. Any issuance of Common Stock upon exercise of the Warrants pursuant to a cashless exercise will be made pursuant to an exemption from registration under the Securities Act solely for the holder's own account. The initial maximum number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of the Warrants will be 2,998,369 shares, subject to customary anti-dilution adjustments.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Pursuant to the Investment Agreement, the Company will issue the Preferred Shares as set forth in Item 1.01 above, which is incorporated herein by reference. The powers, designations, preferences, and other rights of the Series B Preferred Stock as are set forth in the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Investment Agreement, the Company will issue the Preferred Shares as set forth in Items 1.01 and 3.03 above, which are incorporated herein by reference. In connection with the closing of the Private Placement, the Company will file the Certificate of Designation with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Series B Preferred Stock. A copy of the Certificate of Designation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On February 25, 2024, holders of 22,917 shares of the Series A Preferred Stock, representing a majority of the outstanding shares of Series A Preferred Stock, approved the creation and authorization of the Series B Preferred Stock and the issuance of the Preferred Shares in the Private Placement, as required by the terms of the Company's Certificate of Designation of Series A Convertible Preferred Stock. Such holders also approved that the Preferred Shares will be permitted indebtedness under the terms of the Company's Certificate of Designation of Series A Convertible Preferred Stock.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 26, 2024, the Company issued a press release relating to the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 furnished hereunder, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01, including Exhibit 99.1 furnished hereunder, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Certificate of Designation of Series B Convertible Preferred Stock of Owlet, Inc. 4.1 Form of Warrant to Purchase Shares of Class A Common Stock. 4.2 Amended and Restated Warrant to Purchase Shares of Class A Common Stock, dated February 25, 2024, by and between Owlet, Inc. and Eclipse Early Growth Fund I, L.P. 10.1 Investment Agreement, dated February 25, 2024, by and among Owlet, Inc. and the investors listed on Schedule I thereto (Series B Convertible Preferred Stock). 99.1 Press release issued by Owlet, Inc. on February 26, 2024. 104 Cover Page Interactive Data file (the cover page XBRL tags are embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Owlet, Inc. Date: February 26, 2024 By: /s/ Kathryn R. Scolnick Name: Kathryn R. Scolnick Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR