Current Report Filing (8-k)
August 11 2022 - 04:10PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 11, 2022
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Owlet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39516 |
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85-1615012 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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3300 North Ashton Boulevard, Suite 300
Lehi, Utah
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84043 |
(Address of principal executive offices) |
(Zip Code) |
(844) 334-5330
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
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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 |
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.0001 par value per share |
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OWLT |
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New York Stock Exchange |
Warrants to purchase common stock |
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OWLT WS |
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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 x
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.o
Item 2.02. Results of Operations and Financial
Condition.
On August 11, 2022, Owlet, Inc. (the “Company”) issued a press
release reporting its financial results for the fiscal quarter
ended June 30, 2022 and other information. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The information in this Item 2.02, including the Exhibit 99.1
furnished under Item 9.01, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that
section. Furthermore, the information in this Item 2.02, including
the Exhibit 99.1 furnished under Item 9.01, shall not be deemed
incorporated by reference into the filings of the Company under the
Securities Act of 1933 or the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 11, 2022, the Company announced that Michael Abbott,
President of the Company, intends to resign as President and as a
member of the Company’s Board of Directors (the “Board”) effective
September 1, 2022 (the “Separation Date”). Mr. Abbott has indicated
that his resignation from the Board is not due to any disagreement
with the Company on any matter relating to the Company’s
operations, policies or practices.
In connection with Mr. Abbott’s departure from the organization,
the Company and Mr. Abbott entered into a Separation and Release
Agreement (the “Separation Agreement”) on August 11, 2022. Under
the Separation Agreement, subject to the timely delivery of an
effective release of claims on or following the Separation Date,
Mr. Abbott is entitled to receive (i) his continued base salary for
one year at an annualized rate of $475,000, (ii) reimbursement of
COBRA premiums for Mr. Abbott for up to 12 months and (iii) the
accelerated vesting of all of Mr. Abbott’s stock options and
131,579 restricted stock units. The Separation Agreement also
provides for Mr. Abbott’s stock options to remain exercisable for
up to three years following the Separation Date. Pursuant to the
Separation Agreement, Mr. Abbott has agreed not to sell any shares
of the Company’s common stock until at least April 15, 2023 and to
limit the number of shares of Company common stock sold between
April 15, 2023 and June 15, 2023 to 100,000 shares per
month.
The description of the Separation Agreement in this Item 5.02 is
qualified in its entirety by reference to the full text of the
Separation Agreement, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit
No. |
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Description |
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10.1 |
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99.1 |
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104 |
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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.
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Owlet, Inc. |
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Date: August 11, 2022 |
By: |
/s/ Kathryn R. Scolnick |
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Name: |
Kathryn R. Scolnick |
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Title: |
Chief Financial Officer |
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