Owlet, Inc. Files 8-K on Security Holder Rights & Bylaws

TL;DR

Owlet (OWLT) filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

Owlet, Inc. filed an 8-K on March 4, 2024, reporting on events as of February 29, 2024. The filing primarily concerns material modifications to security holders' rights and amendments to its articles of incorporation or bylaws, along with financial statements and exhibits. Owlet, Inc., formerly Sandbridge Acquisition Corp., is incorporated in Delaware and operates in the measuring and controlling devices sector.

Why It Matters

This 8-K filing indicates potential changes in Owlet, Inc.'s corporate structure or the rights associated with its securities, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and bylaws can signal significant corporate changes that may affect stock value and investor confidence.

Key Numbers

• 001-39516 — SEC File Number (Identifies the specific SEC filing for Owlet, Inc.)
• 85-1615012 — IRS Employer Identification No. (Tax identification number for Owlet, Inc.)

Key Players & Entities

• Owlet, Inc. (company) — Registrant
• Sandbridge Acquisition Corp (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• 3300 North Ashton Boulevard, Suite 300 (address) — Business and Mail Address
• February 29, 2024 (date) — Date of earliest event reported
• March 4, 2024 (date) — Date of Report

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 — are, for an aggregate purchase price of $9.25 million (collectively, the "Private Placement")

Filing Documents

• owlt-20240229.htm (8-K) — 30KB
• ex-31owletcertificateofdes.htm (EX-3.1) — 161KB
• owlt-20240229_g1.jpg (GRAPHIC) — 34KB
• 0001628280-24-008342.txt ( ) — 473KB
• owlt-20240229.xsd (EX-101.SCH) — 2KB
• owlt-20240229_def.xml (EX-101.DEF) — 16KB
• owlt-20240229_lab.xml (EX-101.LAB) — 31KB
• owlt-20240229_pre.xml (EX-101.PRE) — 17KB
• owlt-20240229_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. As previously announced, the Company entered into an Investment Agreement dated February 25, 2024 (the "Investment Agreement"), by and among Owlet, Inc. (the "Company") and the Investors listed on Schedule 1 thereto (the "Investors"). Pursuant to the terms of the Investment Agreement, on February 29, 2024 (the "Closing Date"), the Company sold to the Investors 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, dated as of the Closing Date (the "Warrants") to purchase an aggregate of 1,799,021 shares of the Company's Class A Common Stock, par value $0.0001 per share, for an aggregate purchase price of $9.25 million (collectively, the "Private Placement"). The terms of the Preferred Shares and the Warrants are summarized in the Current Report on Form 8-K filed by the Company on February 26, 2024. In connection with the completion of the Private Placement, on the Closing Date, the Company filed the Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation") of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference, with the Secretary of State of the State of Delaware to establish the terms, rights, obligations and preferences of the Series B Preferred Stock. The Certificate of Designation became effective upon the filing with the Secretary of State of the State of Delaware on the Closing Date. The foregoing summary of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the summary of the material terms of the Series B Preferred Stock included in the Company's Current Report on Form 8-K filed on February 26, 2024 and the full text of the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1 and is inc

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. The disclosure set forth in Item 3.03 above is hereby incorporated by reference into this Item 5.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series B Convertible Preferred Stock of Owlet, Inc. 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: March 4, 2024 By: /s/ Kathryn R. Scolnick Name: Kathryn R. Scolnick Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR