Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258506
Prospectus Supplement No. 3
(To Prospectus dated April 27, 2022)
OWLET, INC.
This prospectus supplement updates, amends and supplements the
prospectus dated April 27, 2022 (the “Prospectus”), which forms a
part of our Registration Statement on Form S-1 (Registration No.
333-258506). 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 the
information contained in (a) our Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on June 24,
2022 and (b) our Current Report on Form 8-K filed with the SEC on
July 25, 2022, both of which are 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.
Owlet, Inc.’s common stock and warrants are listed on the New York
Stock Exchange under the symbols “OWLT” and “OWLT WS.” On July 28,
2022, the closing price of our common stock was $2.09, and the
closing price of our warrants was $0.35.
We are an “emerging growth company” under federal securities laws
and are subject to reduced public company reporting requirements.
Investing in our securities involves certain risks. See “Risk
Factors” beginning on page 6 of the Prospectus.
Neither the SEC 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 July 28,
2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
July 21, 2022
OWLET, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-39516 |
85-1615012 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3300 North Ashton Boulevard, Suite 300, Lehi, Utah
84043 |
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(Address of principal executive offices) (Zip Code) |
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(844) 334-5330 |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former name or former address, if changed since last
report.) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
OWLT |
New York Stock Exchange |
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Warrants to purchase Common Stock |
OWLT WS |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 2.05 Costs Associated with Exit or
Disposal Activities.
On July 21, 2022, Owlet, Inc. (the “Company”) implemented a
restructuring program to streamline the Company’s organizational
structure in response to current business conditions, reduce the
Company’s operating expenses and manage and conserve the Company’s
cash resources. The Company is undertaking the restructuring
program primarily to increase cost-efficiencies across the
organization and strive for profitability.
As part of the restructuring program implementation, the Company
commenced a workforce reduction of approximately 74 employees that
is expected to be substantially completed in the third quarter of
2022. In connection with the restructuring program, the Company
expects to incur an estimated total amount of approximately $1.1
million in the third quarter of 2022, consisting primarily of
severance, one-time termination and other related costs, all of
which will result in future cash expenditures.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and oral statements made from time
to time by representatives of the Company may contain or
incorporate by reference certain statements that are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Reform Act”).
Generally, forward-looking statements include the words “may,”
“believes,” “plans,” “expects,” “anticipates,” “intends,”
“estimate,” “goal,” “potential,” “upcoming,” “outlook,” “guidance,”
or the negation thereof, or similar expressions. Forward-looking
statements are based on the Company’s expectations at the time such
statements are made, speak only as of the dates they are made and
are susceptible to a number of risks, uncertainties and other
factors. For all such forward-looking statements, the Company
claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. The Company’s actual
results, performance or achievements may differ materially from any
future results, performance or achievements expressed or implied by
our forward-looking statements. Many important factors could affect
the Company’s future results and cause those results to differ
materially from those expressed in or implied by the Company’s
forward-looking statements. Such factors include, but are not
limited to, the following: (i) Owlet’s competition and ability to
profitably grow and manage growth; (ii) the regulatory pathway for
Owlet products and responses from regulators, including the U.S.
Food and Drug Administration and similar regulators outside of the
United States, as well as legal proceedings and regulatory
requirements; (iii) the ability of Owlet to maintain relationships
with customers, manufacturers and suppliers and retain Owlet’s
management and key employees; (iv) changes in applicable laws or
regulations; (v) the possibility that Owlet may be adversely
affected by other economic, business, regulatory and/or competitive
factors; (vi) the ability of Owlet to implement its strategic
initiatives and continue to innovate its existing products; (vii)
the ability of Owlet to acquire, defend and protect its
intellectual property and satisfy regulatory requirements,
including but not limited to those concerning privacy and data
protection; (viii) the impact of the COVID-19 pandemic on Owlet’s
business, financial condition, operations and supply chain; and
(ix) other risks and uncertainties set forth in the Company’s
releases, public statements and/or filings with the Securities and
Exchange Commission, including those identified in the “Risk
Factors” section in the Company’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q. All future written and oral
forward-looking statements attributable to the Company or any
person acting on the Company’s behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to above. Moreover, the Company operates in an evolving
environment. In addition to the factors described above, new risk
factors and uncertainties may emerge from time to time, and it is
impossible for the Company to predict such events or how they may
affect us. Except as required by federal securities laws, the
Company assumes no obligation to update any forward-looking
statements after the date of this Current Report on Form 8-K as a
result of new information, future events or otherwise, although we
may do so from time to time. The Company does not endorse any
projections regarding future performance that may be made by third
parties.
SIGNATURES
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.
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OWLET, INC. |
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Date: |
July 25, 2022 |
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By: |
/s/ Kathryn R. Scolnick |
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Kathryn R. Scolnick |
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Chief Financial Officer |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
June 17, 2022
OWLET, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-39516 |
85-1615012 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3300 North Ashton Boulevard, Suite 300, Lehi, Utah
84043 |
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(Address of principal executive offices) (Zip Code) |
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(844) 334-5330 |
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(Registrant’s telephone number, including area code) |
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N/A |
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(Former name or former address, if changed since last
report.) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
OWLT |
New York Stock Exchange |
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Warrants to purchase Common Stock |
OWLT WS |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On June 17, 2022, Owlet, Inc. (the “Company”) held its 2022 Annual
Meeting of Shareholders (the “Annual Meeting”). The Company’s
shareholders voted on two proposals at the Annual Meeting, each of
which is described in more detail in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on May
2, 2022. The final voting results for each proposal considered and
voted upon at the Annual Meeting, as certified by the Company’s
independent inspector of election, are set forth
below.
Election of Directors
The Company’s shareholders elected each of the two nominees for
Class I director to serve until the 2025 annual meeting of
shareholders and until his successor is elected and qualified or
until such director’s earlier death, resignation, disqualification
or removal. Voting results for the nominees were as
follows:
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Nominee |
For |
Against |
Abstentions |
Broker Non-Votes |
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Zane M. Burke |
58,196,881 |
1,289,416 |
12,577 |
5,950,226 |
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John C. Kim |
58,196,963 |
1,289,346 |
12,565 |
5,950,226 |
Ratification of the Appointment of PricewaterhouseCoopers LLP as
the Company’s Independent Registered Public Accounting Firm for
Fiscal 2022
The Company’s shareholders approved the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2022. There were no broker non-votes on this
matter. The voting results for this proposal were as
follows:
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For |
Against |
Abstentions |
Broker Non-Votes |
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62,845,568 |
2,574,681 |
28,851 |
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SIGNATURES
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.
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OWLET, INC. |
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Date: |
June 23, 2022 |
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By: |
/s/ Kathryn R. Scolnick |
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Kathryn R. Scolnick |
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Chief Financial Officer |
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