Current Report Filing (8-k)
December 06 2022 - 06:04AM
Edgar (US Regulatory)
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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): November 29,
2022
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.)
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
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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 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On November 29, 2022, Owlet, Inc. (the “Company”) was notified by
the New York Stock Exchange (“NYSE”) that the average closing price
of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), during the prior 30 consecutive trading days was
below $1.00 per share, which is the minimum average closing price
required to maintain listing on NYSE under Section 802.01C of the
NYSE Listed Company Manual.
As required by NYSE, within ten business days of the Company’s
receipt of the NYSE notification, the Company plans to notify NYSE
of its intent to cure the deficiency and restore its compliance
with the NYSE continued listing standards. The Company can regain
compliance at any time within the six-month cure period following
receipt of the NYSE notice if on the last trading day of any
calendar month during the cure period, the Company has (i) a
closing share price of at least $1.00 and (ii) an average closing
share price of at least $1.00 over the 30 consecutive trading-day
period ending on the last trading day of such month. The Company
intends to consider available alternatives, including but not
limited to a reverse stock split, subject to stockholder approval,
no later than at the Company's next annual meeting of stockholders,
if necessary to cure the stock price non-compliance. Under the
NYSE’s rules, if the Company determines that it will cure the stock
price deficiency by taking an action that will require stockholder
approval by no later than its next annual meeting of stockholders
and implements the action promptly thereafter, the price condition
will be deemed cured if the price promptly exceeds $1.00 per share,
and the price remains above that level for at least the following
30 trading days.
The notice has no immediate impact on the listing of the Common
Stock, which will continue to be listed and traded on the NYSE
during this period, subject to the Company’s compliance with the
other applicable NYSE listing standards.
Item 7.01 Regulation FD Disclosure.
On December 5, 2022, the Company issued a press release announcing
its receipt of a notice of noncompliance from NYSE and that the
Company is currently evaluating its options for regaining
compliance. 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 7.01, including the Exhibit 99.1
furnished hereunder, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of
that section. Furthermore, the information in this Item 7.01,
including the Exhibit 99.1 furnished hereunder, shall not be deemed
incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended (the “Securities Act”) or the
Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. These statements express a
belief, expectation or intention and are generally accompanied by
words that convey projected future events or outcomes. For example,
statements regarding the Company’s intention to consider
alternatives to cure the NYSE continued listing requirement
deficiency are forward-looking statements. We have based these
forward-looking statements on our current expectations and
assumptions, and analyses made by us in light of our experience and
our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe
are appropriate under the circumstances. However, whether actual
results and developments will conform with our expectations and
predictions is subject to a number of risks and uncertainties, many
of which are beyond our control, including the Company’s ability to
regain compliance with the continued listing standards of the NYSE
within the applicable cure period, the Company’s ability to
continue to comply with applicable listing standards of the NYSE
and the other important factors set forth under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 filed with the Securities and Exchange
Commission (the “SEC”) on March 25, 2022 and the Company’s other
reports filed with the SEC. All of the forward-looking statements
made in this Current Report on Form 8-K are qualified by these
cautionary statements. The actual results or developments
anticipated may not be realized or, even if substantially realized,
may not have the expected consequences to or effects on the Company
or our business or operations. Such statements are not guarantees
of future performance, and actual results or developments may
differ materially from those projected in the forward-looking
statements. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. The
Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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: December 5, 2022 |
/s/ Kathryn R. Scolnick |
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Kathryn R. Scolnick |
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Chief Financial Officer |
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