Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258506
Prospectus Supplement No. 10
(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 our Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on November 30,
2022, 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.
Owlet, Inc.’s common stock and warrants are listed on the New York
Stock Exchange under the symbols “OWLT” and “OWLT WS.” The closing
price of our common stock was $0.83 on November 30, 2022, and the
closing price of our warrants was $0.14 on November 29,
2022.
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 November 30,
2022.
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): November 30, 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 |
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(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 |
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(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)
____________________________
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 |
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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 1.01 Entry into a Material Definitive
Agreement.
On November 23, 2022 (the “Closing Date”), Owlet, Inc., a Delaware
corporation (the “Company”) and Owlet Baby Care, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company (“OBCI”
and together with the Company, “Borrower”), entered into the Third
Amended and Restated Loan and Security Agreement (the “LSA”) with
Silicon Valley Bank, a California corporation (“Bank”), as the
lender. The LSA amended, restated and replaced in its entirety the
prior Second Amended and Restated Loan and Security Agreement,
dated April 22, 2020, and all amendments thereto prior to the
Closing Date, by and between the Bank and OBCI (collectively, the
“Prior LSA”).
The LSA provides for a $17.5 million revolving line of credit (the
“Revolving Line”), up to $10 million of which is available to
Borrower for borrowing thereunder on and after the Closing Date.
The Revolving Line facility matures and terminates on April 22,
2024 (the “Revolving Line Maturity Date”), at which time any
accrued and unpaid interest thereon and all other Revolving
Line-related outstanding obligations becomes immediately due and
payable. Interest on the outstanding principal amount of any
Revolving Line advance accrues at a floating rate per annum equal
to the greater of (i) five percent (5.00%) and (ii) the prime rate
plus the prime rate margin (as defined in the LSA), and such
interest is payable (a) monthly in arrears, (b) on each prepayment
date and (c) on the Revolving Line Maturity Date. Borrower may
reborrow prior to the Revolving Line Maturity Date, prepay and
repay amounts borrowed under the Revolving Line, subject to the
terms and conditions in the LSA, and the Company will use
borrowings for working capital purposes and general business
purposes.
The LSA also provides for an $8.5 million term loan (the “Term
Loan”) to repay the growth capital term loans made by Bank to OBCI
under the Prior LSA, which matures on April 1, 2024 (the “Term Loan
Maturity Date”). Beginning on December 1, 2022, the Term Loan
amortizes with equal monthly installments of $500,000 to be paid by
Borrower. The Term Loan accrues interest on the outstanding
principal amount at a floating rate per annum equal to the greater
of (i) five and three-quarters percent (5.75%) and (ii) the prime
rate plus the prime rate margin (as defined in the LSA), and such
interest is payable (a) monthly in arrears, (b) on each prepayment
date and (c) on the Term Loan Maturity Date. All outstanding
principal and accrued and unpaid interest and all other Term
Loan-related outstanding obligations shall become due and payable
in full on the Term Loan maturity date.
Fees payable under the LSA include the following: (i) the revolving
line commitment fee equal to $50,000, which was paid on the Closing
Date; (ii) a prepayment fee equal to (a) two and one-half percent
(2.50%) of the aggregate outstanding principal amount of the Term
Loan so prepaid if on or prior to the first anniversary of the
Closing Date, (b) two percent (2.00%) of the aggregate outstanding
principal amount of the Term Loan so prepaid if after the first
anniversary but on or prior to the second anniversary of the
Closing Date and (c) one percent (1.00%) of the aggregate
outstanding principal amount of the Term Loan so prepaid
thereafter; (iii) final payment fee equal to $450,000, due on the
earliest to occur of (a) the Term Loan Maturity Date, (b) the full
repayment of the Term Loan, (c) the voluntary or mandatory
prepayment of the full amount of the Term Loan or (d) upon the
termination of the LSA; (iv) an anniversary fee equal to
one-quarter percent (0.25%) per annum of the outstanding portion of
the Revolving Line, due and payable on the earlier to occur of (a)
each anniversary of the Closing Date, (b) the termination of the
LSA or (c) upon the occurrence of an event of default thereunder;
(v) a termination fee upon the termination of the Revolving Line
prior to the Revolving Line Maturity Date equal to (a) two and
one-half percent (2.50%) of the Revolving Line if such termination
occurs prior to the first anniversary of the Closing Date or (b)
two percent (2.00%) of the Revolving Line if such termination
occurs thereafter; and (vi) an unused revolving line facility fee,
payable quarterly in arrears and on the Revolving Line Maturity
Date, equal to two-tenths percent (0.20%) per annum of the average
unused portion of the Revolving Line (which shall be calculated as
the difference between $10 million and the average for the period
of the daily closing balance of the Revolving Line
outstanding).
Other key terms of the LSA include the requirements that Borrower
(i) maintain liquidity (as defined in the LSA) greater than (a) $15
million from the Closing Date through and including December 31,
2022, and (b) $25 million from and at all times after January 1,
2023, and (ii) maintain certain minimum net revenue (as defined in
the LSA) amounts that are measured quarterly for fiscal quarters
through December 31, 2023.
The LSA contains representations, warranties, covenants and events
of default customary for agreements of this type, including
customary covenants that restrict Borrower’s ability to, among
other things, dispose of certain assets, make certain changes in
management, entity control or business locations, undergo a merger,
consolidation or certain other transactions, incur additional
indebtedness, encumber certain Borrower property and assets,
declare dividends or make certain distributions, engage in any
material transactions with any affiliate of Borrower, make or
permit any payment on certain subordinated debt, and comply
with
governmental and regulatory authorities, laws and regulations. The
LSA also contains certain customary events of default. Immediately
upon and during the continuance of an event of default (as defined
in the LSA) that is not cured or waived as provided in the LSA, in
addition to other remedies that may be available to Bank,
outstanding obligations may be accelerated by Bank and shall bear
interest at an annual default rate of three percent (3.00%) above
the otherwise applicable rate.
The obligations under the LSA with respect to the Revolving Line
and Term Loan are secured by substantially all of Borrower’s
assets, with certain exceptions as set forth in the LSA, and are
required to be guaranteed if certain conditions are not
met.
The foregoing summary of the LSA does not purport to be complete
and is subject to and qualified in its entirety by references to
the terms of the LSA, a copy of which is filed as Exhibit 10.1
hereto 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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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: November 30, 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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