Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
February 16 2022 - 08:55AM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-254987
Prospectus Supplement No. 6
(To Prospectus dated
August 19, 2021)
OUSTER, INC.
This prospectus supplement updates, amends and supplements the prospectus dated August 19, 2021 (the Prospectus), which forms a part of our
Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the
meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the
Prospectus with information on Ouster, Inc.s unaudited fourth quarter and full year 2021 financial results, which is set forth below.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to
the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Ouster, Inc.s common stock and warrants are listed on the New York Stock Exchange under the symbols OUST and OUST WS. On
February 15, 2022, the closing price of our common stock was $3.22 and the closing price of our warrants was $0.63.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is February 16, 2022.
OUSTER, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2021 |
|
|
2020 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
182,644 |
|
|
$ |
11,362 |
|
Restricted cash, current |
|
|
977 |
|
|
|
276 |
|
Accounts receivable, net |
|
|
10,723 |
|
|
|
2,327 |
|
Inventory |
|
|
7,448 |
|
|
|
4,817 |
|
Prepaid expenses and other current assets |
|
|
5,566 |
|
|
|
2,441 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
207,358 |
|
|
|
21,223 |
|
|
|
|
Property and equipment, net |
|
|
10,054 |
|
|
|
9,731 |
|
Operating lease,
right-of-use assets |
|
|
15,156 |
|
|
|
11,071 |
|
Goodwill |
|
|
51,076 |
|
|
|
|
|
Intangible assets, net |
|
|
22,652 |
|
|
|
|
|
Restricted cash, non-current |
|
|
1,035 |
|
|
|
1,004 |
|
Other non-current assets |
|
|
371 |
|
|
|
3,385 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
307,702 |
|
|
$ |
46,414 |
|
|
|
|
|
|
|
|
|
|
Liabilities, redeemable convertible preferred stock and stockholders deficit |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
4,863 |
|
|
$ |
6,894 |
|
Accrued and other current liabilities |
|
|
14,173 |
|
|
|
4,121 |
|
Short-term debt |
|
|
|
|
|
|
7,130 |
|
Operating lease liability, current portion |
|
|
3,067 |
|
|
|
2,772 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
22,103 |
|
|
|
20,917 |
|
|
|
|
Operating lease liability, long term portion |
|
|
16,208 |
|
|
|
11,908 |
|
Warrant liabilities |
|
|
7,626 |
|
|
|
49,293 |
|
Other non-current liabilities |
|
|
1,065 |
|
|
|
978 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
47,002 |
|
|
|
83,096 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock |
|
|
|
|
|
|
39,225 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
Common stock |
|
|
17 |
|
|
|
|
|
Additional paid-in capital |
|
|
564,045 |
|
|
|
133,468 |
|
Accumulated deficit |
|
|
(303,356 |
) |
|
|
(209,375 |
) |
Accumulated other comprehensive loss |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit) |
|
|
260,700 |
|
|
|
(75,907 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities, redeemable convertible preferred stock, and stockholders deficit |
|
$ |
307,702 |
|
|
$ |
46,414 |
|
|
|
|
|
|
|
|
|
|
2
OUSTER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in
thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended Dec 31, |
|
|
Year Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
$ |
11,852 |
|
|
$ |
6,362 |
|
|
$ |
33,578 |
|
|
$ |
16,886 |
|
Service revenue |
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
11,852 |
|
|
|
6,376 |
|
|
|
33,578 |
|
|
|
18,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product |
|
|
8,280 |
|
|
|
4,403 |
|
|
|
24,492 |
|
|
|
17,365 |
|
Cost of services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue |
|
|
8,280 |
|
|
|
4,403 |
|
|
|
24,492 |
|
|
|
17,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
3,572 |
|
|
|
1,973 |
|
|
|
9,086 |
|
|
|
1,513 |
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
15,003 |
|
|
|
4,289 |
|
|
|
34,579 |
|
|
|
23,317 |
|
Sales and marketing |
|
|
7,481 |
|
|
|
2,693 |
|
|
|
22,258 |
|
|
|
8,998 |
|
General and administrative |
|
|
15,782 |
|
|
|
9,104 |
|
|
|
51,959 |
|
|
|
20,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
38,266 |
|
|
|
16,086 |
|
|
|
108,796 |
|
|
|
53,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(34,694 |
) |
|
|
(14,113 |
) |
|
|
(99,710 |
) |
|
|
(51,762 |
) |
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
166 |
|
|
|
|
|
|
|
471 |
|
|
|
24 |
|
Interest expense |
|
|
|
|
|
|
(321 |
) |
|
|
(504 |
) |
|
|
(2,517 |
) |
Other income (expense), net |
|
|
3,390 |
|
|
|
(42,351 |
) |
|
|
2,968 |
|
|
|
(52,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
3,556 |
|
|
|
(42,672 |
) |
|
|
2,935 |
|
|
|
(54,643 |
) |
|
|
|
|
|
Loss before income taxes |
|
|
(31,138 |
) |
|
|
(56,785 |
) |
|
|
(96,775 |
) |
|
|
(106,405 |
) |
Provision for (benefit from) income taxes |
|
|
(2,794 |
) |
|
|
375 |
|
|
|
(2,794 |
) |
|
|
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(28,344 |
) |
|
|
(57,160 |
) |
|
|
(93,981 |
) |
|
|
(106,780 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(6 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
Total comprehensive loss |
|
|
(28,350 |
) |
|
|
(57,160 |
) |
|
|
(93,987 |
) |
|
|
(106,780 |
) |
Net loss per common share, basic |
|
$ |
(0.17 |
) |
|
$ |
(2.37 |
) |
|
$ |
(0.70 |
) |
|
$ |
(5.98 |
) |
Weighted-average common shares outstanding, basic |
|
|
165,853,915 |
|
|
|
24,130,953 |
|
|
|
133,917,571 |
|
|
|
17,858,976 |
|
3
OUSTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
For The Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(93,981 |
) |
|
$ |
(106,780 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5,477 |
|
|
|
3,718 |
|
Stock-based compensation |
|
|
25,363 |
|
|
|
12,057 |
|
Deferred income taxes |
|
|
(2,477 |
) |
|
|
|
|
Change in
right-of-use asset |
|
|
2,180 |
|
|
|
1,887 |
|
Interest expense on notes and convertible debt |
|
|
36 |
|
|
|
1,030 |
|
Amortization of debt issuance costs and debt discount |
|
|
250 |
|
|
|
258 |
|
Change in fair value of warrant liabilities |
|
|
(2,947 |
) |
|
|
48,440 |
|
Change in fair value of derivative liability |
|
|
|
|
|
|
5,308 |
|
Gain on extinguishment of tranche right liability |
|
|
|
|
|
|
(1,610 |
) |
Provision for doubtful accounts |
|
|
379 |
|
|
|
67 |
|
Inventory write down |
|
|
808 |
|
|
|
797 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(8,007 |
) |
|
|
(1,457 |
) |
Inventory |
|
|
(3,440 |
) |
|
|
(3,146 |
) |
Prepaid expenses and other assets |
|
|
854 |
|
|
|
(1,442 |
) |
Accounts payable |
|
|
(2,442 |
) |
|
|
144 |
|
Accrued and other liabilities |
|
|
9,060 |
|
|
|
(417 |
) |
Operating lease liability |
|
|
(1,670 |
) |
|
|
(971 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(70,557 |
) |
|
|
(42,117 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(4,283 |
) |
|
|
(3,509 |
) |
Acquisition, net of cash acquired |
|
|
(10,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(15,229 |
) |
|
|
(3,509 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from the merger and private offering |
|
|
291,442 |
|
|
|
|
|
Payment of offering costs |
|
|
(27,124 |
) |
|
|
|
|
Repayment of debt |
|
|
(7,000 |
) |
|
|
(3,000 |
) |
Proceeds from issuance of promissory notes to related parties |
|
|
5,000 |
|
|
|
|
|
Repayment of promissory notes to related parties |
|
|
(5,000 |
) |
|
|
|
|
Repurchase of common stock |
|
|
(45 |
) |
|
|
|
|
Proceeds from exercise of stock options |
|
|
526 |
|
|
|
1,337 |
|
Proceeds from exercise of warrants |
|
|
1 |
|
|
|
|
|
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of
$265 |
|
|
|
|
|
|
41,526 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
257,800 |
|
|
|
39,863 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
172,014 |
|
|
|
(5,763 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
12,642 |
|
|
|
18,405 |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
184,656 |
|
|
$ |
12,642 |
|
|
|
|
|
|
|
|
|
|
4
OUSTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
GAAP net loss |
|
$ |
(28,344 |
) |
|
$ |
(57,160 |
) |
|
$ |
(93,981 |
) |
|
$ |
(106,780 |
) |
Interest expense (income), net |
|
|
(166 |
) |
|
|
321 |
|
|
|
33 |
|
|
|
2,493 |
|
Other expense (income), net |
|
|
(3,390 |
) |
|
|
42,351 |
|
|
|
(2,968 |
) |
|
|
52,150 |
|
Stock-based compensation(1) |
|
|
6,805 |
|
|
|
4,166 |
|
|
|
25,363 |
|
|
|
12,057 |
|
Income taxes |
|
|
(2,794 |
) |
|
|
375 |
|
|
|
(2,794 |
) |
|
|
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating loss |
|
|
(27,889 |
) |
|
|
(9,947 |
) |
|
|
(74,347 |
) |
|
|
(39,705 |
) |
Depreciation and amortization expense |
|
|
2,049 |
|
|
|
1,013 |
|
|
|
5,477 |
|
|
|
3,718 |
|
Non-recurring acquisition expense |
|
|
1,535 |
|
|
|
|
|
|
|
1,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
(24,306 |
) |
|
$ |
(8,934 |
) |
|
$ |
(67,336 |
) |
|
$ |
(35,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Stock-based compensation for the three months ended December 31, 2021, in cost of revenue, research and development, sales
and marketing and general administrative expenses were $0.2 million, $2.9 million, $1.1 million and $2.6 million, respectively, and $0.1 million, $0.9 million, $0.2 million and $3 million, respectively, for the same period in the prior year.
Stock-based compensation for the year ended December 31, 2021, in cost of revenue, research and development, sales and marketing and general administrative expenses were $0.7 million, $7.3 million, $3.8 million and $13.6 million, respectively, and
$0.7 million, $6 million, $0.7 million and $4.7 million, respectively, for the same period in the prior year.
Non-GAAP Financial Measures
In addition to its results determined in accordance with generally accepted accounting principles in the United States (GAAP), Ouster believes the
non-GAAP measure of Adjusted EBITDA is useful in evaluating its operating performance. Ouster calculates Adjusted EBITDA as net loss excluding interest expense (income), net, other expense (income), net, stock-based compensation expense,
depreciation and amortization and non-recurring acquisition related expenses. Ouster believes that Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance and may be helpful in
comparison with other companies, some of which use similar non-GAAP information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute
for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies.
Ouster (NYSE:OUST)
Historical Stock Chart
From Feb 2024 to Mar 2024
Ouster (NYSE:OUST)
Historical Stock Chart
From Mar 2023 to Mar 2024