Owlet Announces $30 Million Private Placement Financing
February 17 2023 - 04:05PM
Business Wire
Owlet, Inc. (NYSE: OWLT) (“Owlet” or the “Company”) today
announced it has consummated a sale of its newly issued Series A
convertible preferred stock (“Series A preferred stock”) and
warrants to purchase its Class A common stock (“common stock”) in a
private placement with certain institutional and other accredited
investors for gross proceeds to Owlet of $30 million, before
deducting offering expenses. The transaction closed on February 17,
2023 and involved participation from new and existing
investors.
Pursuant to the terms of the definitive agreements and the
closing of the private placement, Owlet has issued shares of Series
A preferred stock that are convertible into approximately 61.2
million shares of common stock. Each purchaser will also receive a
warrant to purchase 180% of the number of shares of common stock
into which their Series A preferred stock is convertible. The
warrants will have a per share exercise price of $0.333 and will be
exercisable by the holder at any time on or after the issuance date
for a period of five years.
Additional details regarding the private placement will be
included in a Form 8-K to be filed by Owlet with the Securities and
Exchange Commission (“SEC”).
Owlet intends to utilize the net proceeds for general corporate
purposes and to fund its strategic initiatives.
The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or securities laws of any state or other
jurisdiction, and may not be resold absent registration under, or
exemption from registration under, the Securities Act. Owlet has
agreed to file a registration statement with the SEC registering
the resale of the shares of common stock underlying the Series A
preferred stock and warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
Cowen acted as placement agent for the private placement.
Cautionary Note Regarding Forward-Looking
Statements This press release contains certain statements
that are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 (the “Reform
Act”), including the use of proceeds from the private placement.
Generally, forward-looking statements include the words “estimate,”
“may,” “believes,” “plans,” “expects,” “anticipates,” “intends,”
“goal,” “potential,” “upcoming,” “outlook,” “guidance,” the
negation thereof, or similar expressions, although not all
forward-looking statements contain these identifying words.
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, risks and uncertainties related to
financial results, including risks related to the private placement
reported herein, reflect information available to the Company only
as of the date of this press release, as well as those set forth in
the Company’s other releases, public statements and/or filings with
the U.S. Securities and Exchange Commission, including those
identified in the “Risk Factors” sections of 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, Owlet operates in an evolving
environment. In addition to the factors described above, new risk
factors and uncertainties may emerge from time to time, and factors
that the Company currently deems immaterial may become material,
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 release 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, results or events that may be made by
third parties.
About Owlet, Inc. Owlet was founded
by a team of parents in 2012. Owlet’s mission is to empower parents
with the right information at the right time, to give them more
peace of mind and help them find more joy in the journey of
parenting. Owlet’s digital parenting platform aims to give parents
real-time data and insights to help parents feel more calm and
confident. Owlet believes that every parent deserves peace of mind
and the opportunity to feel their well-rested best. To learn more,
visit www.owletcare.com.
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Media & Investors Mike
Cavanaugh Westwicke/ICR +1.617.877.9641
mike.cavanaugh@westwicke.com
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