Owlet, Inc. 8-K: Director/Officer Changes & Corporate Actions

TL;DR

Owlet's 8-K shows director/officer changes, corporate actions, and financial updates.

AI Summary

Owlet, Inc. filed an 8-K on October 14, 2025, reporting on events that occurred on October 8, 2025. The filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes amendments to articles of incorporation or bylaws, a change in fiscal year, the submission of matters to a vote of security holders, and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance and operational updates at Owlet, Inc., which could impact its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and corporate structure can signal shifts in company strategy or internal dynamics that may affect performance.

Key Players & Entities

• Owlet, Inc. (company) — Registrant
• October 8, 2025 (date) — Earliest event reported
• October 14, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share OWLT New York Stoc

Filing Documents

• owlt-20251008.htm (8-K) — 71KB
• amendmenttosecondamendedan.htm (EX-3.1) — 8KB
• owlt-20251008_g1.jpg (GRAPHIC) — 34KB
• 0001816708-25-000044.txt ( ) — 293KB
• owlt-20251008.xsd (EX-101.SCH) — 2KB
• owlt-20251008_lab.xml (EX-101.LAB) — 24KB
• owlt-20251008_pre.xml (EX-101.PRE) — 14KB
• owlt-20251008_htm.xml (XML) — 3KB

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. At the Annual Meeting, the Company's stockholders approved an amendment (the "Charter Amendment") to the Company's Second Amended and Restated Certificate of Incorporation (as amended, the "Charter"). The Charter Amendment amends the Charter by adding a new Article X to provide for the exculpation of officers of the Company to the extent permitted by the General Corporation Law of the State of Delaware. A description of the Charter Amendment is included in the section titled "Proposal 4 — Approval of an Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 10, 2025, which description is incorporated herein by reference. On October 10, 2025, the Company filed a Certificate of Amendment to the Charter (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, which became effective upon filing. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K 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. At the close of business on August 25, 2025, the record date for the Annual Meeting, there were 17,075,586 shares of Class A common stock ("Common Stock") issued and outstanding and entitled to vote, 11,479 shares of Series A Preferred Stock issued and outstanding, representing 1,673,320 shares in voting power entitled to vote, and 9,250 shares of Series B Preferred Stock issued and outstanding, representing 1,199,348 shares in voting power entitled to vote. Each share of Common Stock entitles its holder to one vote, and each share of Series A Preferred Stock and Series B Preferred Stock entitles its holder to a number of votes equal to the whole number of shares of Common Stock into which a share of Series A Preferred Stock and Series B Preferred Stock, respectively, can be converted. The final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting, each of which was described in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on September 10, 2025, as certified by the Company's inspector of election, are set forth below. Proposal No. 1 - Election of Directors The stockholders elected each of the three nominees for Class I director to serve on the Company's Board of Directors until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Voting results for the nominees were as follows: Nominee For Withhold Broker Non-Votes Zane M. Burke 10,561,596 1,901,294 2,930,948 John C. Kim 10,469,812 1,993,078 2,930,948 Melissa A. Gonzales 10,635,980 1,826,910 2,930,948 Proposal No. 2 - Approval of an Amendment to the Company's 2021 Plan The stockholders approved the Amendment to the 2021 Plan to increase the number of Common Stock reserved for issuance under the 2021 Plan. The voting results for this proposal were as follow

01. Other Events

Item 8.01. Other Events. As previously reported, the Company and certain holders (the "Holders") of the Company's (i) warrants to purchase shares of Common Stock, that were initially issued in February 2023 with the Company's issuance and sale of Series A Convertible Preferred Stock (as amended, and collectively, the "Series A Warrants"), and/or (ii) warrants to purchase shares of Common Stock that were initially issued in February 2024 with the Company's issuance and sale of Series B Convertible Preferred Stock (the "Series B Warrants" and together with the Series A Warrants, the "Warrants") entered into an Exchange Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Holders agreed, severally and not jointly, to exchange with the Company their Series A Warrants relating to an aggregate of 7,215,737 shares of Common Stock and, if applicable, their Series B Warrants relating to an aggregate of 1,799,021 shares of Common Stock, for an aggregate of 5,426,429 newly issued shares (collectively, the "Exchange Shares") of Common Stock (collectively, the "Exchanges"). The Exchanges were subject to stockholder approval, which the Company obtained at the Annual Meeting. The Company consummated the Exchanges and the issuance of the Exchange Shares on October 10, 2025. As of October 10, 2025, after giving effect to the Exchanges, the Company had 22,788,420 shares of Common Stock outstanding.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 3.1 Certificate of Amendment to Owlet's Second Amended and Restated Certificate of Incorporation, as amended 10.1 Amendment No.2 to the Owlet, Inc. 2021 Incentive Award Plan, as amended. (incorporated by reference to Appendix A to the Company's definitive Proxy Statement on DEF 14A filed with the Securities Exchange Commission on September 10, 2025) 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: October 14, 2025 By: /s/ Amanda Crawford Name: Amanda Crawford Title: Chief Financial Officer

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