Owlet, Inc. Files 8-K on Agreements and Securities

TL;DR

Owlet filed an 8-K on 9/11/24 covering new agreements, financial obligations, and equity sales.

AI Summary

On September 11, 2024, Owlet, Inc. filed an 8-K detailing a material definitive agreement and a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Owlet, Inc. is incorporated in Delaware and headquartered in Lehi, Utah.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, suggesting potential financial and operational shifts that warrant closer examination.

Key Numbers

• 001-39516 — SEC File Number (Owlet, Inc.'s SEC filing identifier.)
• 1231 — Fiscal Year End (Owlet, Inc.'s fiscal year concludes on December 31st.)

Key Players & Entities

• Owlet, Inc. (company) — Registrant
• September 11, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Lehi, Utah (location) — Principal Executive Offices
• 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
• $7.5 million — s with SVB and initiated a draw down of $7.5 million under the WTI Loan Facility (as defined
• $15,000,000 — in a maximum principal amount of up to $15,000,000, which amount shall increase to $20,000
• $20,000,000 — 000,000, which amount shall increase to $20,000,000 on the first anniversary of the Effecti
• $4,000,000 — ing (i) a covenant to maintain at least $4,000,000 of liquidity at all times, and (ii) dur
• $9,000,000 — ntinuing or when liquidity is less than $9,000,000, a covenant to achieve certain minimum
• $15 million — ers") for a term loan facility of up to $15 million (as supplemented by the Supplement to t
• $10 m — of two tranches: (i) a first tranche of $10 million, which is available at closing an
• $2.5 million — ng and through September 30, 2024, with $2.5 million of the first tranche availability exten
• $5 m — 31, 2024, and (ii) a second tranche of $5 million, which is available upon achievem
• $48.6 million — ilable upon achievement of (a) at least $48.6 million in revenue for the period commencing Oc
• $600,000 — Tranche Condition Period not to exceed $600,000 for such period, (c) receipt by the Com
• $6 million — (c) receipt by the Company of at least $6 million of net proceeds from an equity financin
• $250 million — mon stock") is greater than or equal to $250 million for ten (10) consecutive Trading Days (
• $8.40 — ut Option to the Company for a price of $8.40 per share. The Put Option may be exerci

Filing Documents

• owlt-20240911.htm (8-K) — 51KB
• exhibit101-8xk.htm (EX-10.1) — 1170KB
• exhibit102-8xk.htm (EX-10.2) — 25KB
• exhibit103-8xk.htm (EX-10.3) — 451KB
• exhibit104-8xk.htm (EX-10.4) — 206KB
• owlt-20240911_g1.jpg (GRAPHIC) — 34KB
• 0001628280-24-040154.txt ( ) — 2443KB
• owlt-20240911.xsd (EX-101.SCH) — 2KB
• owlt-20240911_lab.xml (EX-101.LAB) — 23KB
• owlt-20240911_pre.xml (EX-101.PRE) — 13KB
• owlt-20240911_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 11, 2024, Owlet, Inc., a Delaware corporation (the "Company") entered into new debt arrangements and commenced the refinancing of its existing line of credit and term loan agreements with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company ("SVB"). In connection with these transactions, on September 11, 2024 the Company used existing cash to repay and extinguish all borrowings outstanding under the line of credit and term loan agreements with SVB and initiated a draw down of $7.5 million under the WTI Loan Facility (as defined below), which amount is expected to be funded shortly subject to satisfaction of the applicable funding conditions. The new debt arrangements and related agreements are summarized below. Credit Agreement On September 11, 2024 (the "Effective Date"), Owlet, Inc., a Delaware corporation (the "Company" or "Guarantor"), and Owlet Baby Care, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("OBCI" or the "Borrower"), entered into a Credit and S ecurity A greement (the "Credit Agreement") with the financial institutions party thereto from time to time as lenders (collectively the "Lenders") and ABL OPCO LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). The Credit Agreement provides for an asset-based revolving credit facility (the "Revolving Facility") in a maximum principal amount of up to $15,000,000, which amount shall increase to $20,000,000 on the first anniversary of the Effective Date (the "Revolving Commitment"). Loans and other obligations of the Borrower bear interest at a rate per annum equal to the 1-month Secured Overnight Financing Rate (subject to a floor of 3.50%) plus a margin, which varies between 7.50% and 8.50% depending on the Borrower's EBITDA; provided that the interest rate shall not exceed the maximum rate permitted

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the WTI Stock Issuance Agreement and the issuance of the shares is incorporated herein by reference into this Item 3.02. The shares were issued to the WTI Funds, each an accredited investor, as partial consideration for the availability and funding of the WTI Loan Facility. The issuance was conducted in a private placement that was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D. The issuance did not involve a public offering nor any general solicitation or general advertising. The shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), at the time of issuance, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Exhibit Description 10.1* Credit and Security Agreement, by and among Owlet, Inc., Owlet Baby Care, Inc., the financial institutions party thereto from time to time as lenders, and ABL OPCO LLC, in its capacity as administrative agent for the Lenders, dated as of September 11 , 2024. 10.2 Letter Agreement, by and among ABL OPCO LLC, Owlet, Inc. and Owlet Baby Care, Inc., dated as of September 11 , 2024. 10.3* Loan and Security Agreement, by and among Owlet, Inc., Owlet Baby Care, Inc., WTI Fund X, Inc., and WTI Fund XI, Inc., dated as of September 11 , 2024. 10.4 Stock Issuance Agreement, by and among Owlet, Inc., WTI Fund X, LLC and WTI Fund XI, LLC, dated as of September 11 , 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). ___________ * The Company has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request. 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: September 11, 2024 /s/ Amanda Crawford Amanda Crawford Chief Financial Officer

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View this 8-K filing on SEC EDGAR