Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258506
Prospectus Supplement No. 13
(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 (the
“Current Report”) filed with the Securities and Exchange Commission
(the “SEC”) on February 21, 2023 (except for the portion of the
Current Report furnished pursuant to Item 7.01 thereof and the
corresponding exhibit 99.1 thereto not filed with the SEC), which
is set forth below. Accordingly, we have attached the Current
Report to this prospectus supplement.
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 February
17, 2023, the closing price of our common stock was $0.34, and the
closing price of our warrants was $0.02.
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 February 21,
2023.
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): February 17,
2023
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
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 |
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.
Investment Agreements
On February 17, 2023 (the “Closing Date”), Owlet, Inc. (the
“Company”) entered into Investment Agreements (the “Investment
Agreements”) with certain investors listed on Schedule 1 thereto
(the “Investors”), pursuant to which the Company issued and sold to
the Investors (i) an aggregate of 30,000 shares (the “Preferred
Shares”) of the Company’s Series A Convertible Preferred Stock, par
value $0.0001 per share (the “Series A Preferred Stock”), and (ii)
warrants to purchase an aggregate of 110,204,066 shares of the
Company’s Class A common stock, par value $0.0001 per share (the
“Common Stock”), for an aggregate purchase price of $30.0 million
(collectively, the “Private Placement”).
An entity affiliated with Eclipse Ventures LLC (“Eclipse”), which
prior to the Private Placement beneficially owned approximately 25%
of the Company’s outstanding Common Stock, and whose sole managing
member is Lior Susan, chairman of the Company’s board of directors
(the “Board”), purchased $20.2 million of the securities sold in
the Private Placement. Other Investors include entities affiliated
with Trilogy Equity Partners, LLC (“Trilogy”), an owner of more
than 5% of the Company’s outstanding Common Stock and whose
President and Managing Director is Amy McCullough, a member of the
Board; Kurt Workman, the Company’s chief executive officer,
president and member of the Board; and John Kim, a member of the
Board. The Company’s material relationships with Eclipse and
Trilogy are described under “Certain Relationships and Related
Party Transactions” beginning on page 28 of the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission on May 2, 2022, which description is incorporated herein
by reference.
Series A Preferred Stock
In connection with the closing of the Private Placement, the
Company also filed the Certificate of Designation of Series A
Convertible Preferred Stock (the “Certificate of Designation”) with
the Secretary of State of the State of Delaware on the Closing Date
setting forth the terms, rights, obligations and preferences of the
Series A Preferred Stock.
Ranking
and Dividends
The Series A Preferred Stock ranks, with respect to dividend
rights, rights of redemption and rights upon a liquidation event,
(i) senior to the Common Stock and all other classes or series of
equity securities of the Company established after the Closing
Date, unless such shares or equity securities expressly provide
that they rank in parity with or senior to the Series A Preferred
Stock with respect to dividend rights, rights of redemption or
rights upon a liquidation event, (ii) on parity with each class or
series of equity securities of the Company established after the
Closing Date, the terms of which expressly provide that it ranks on
parity with the Series A Preferred Stock with respect to dividend
rights, rights of redemption and rights upon a liquidation event
and (iii) junior to each class or series of equity securities of
the Company established after the Closing Date, the terms of which
expressly provide that it ranks senior to the Series A Preferred
Stock with respect to dividend rights, rights of redemption and
rights upon a liquidation event.
The Series A Preferred Stock has a liquidation preference of
$1,000.00 per share (the “Liquidation Preference”). The Company has
agreed not to declare, pay or set aside any dividends on shares of
Common Stock unless the holders of the Preferred Shares then
outstanding first receive, or simultaneously receive, a dividend on
each outstanding share of Series A Preferred Stock in an amount at
least equal to the product of (i) the dividend payable on each
share of Common Stock multiplied by (ii) the number of shares of
Common Stock issuable upon conversion of a share of Series A
Preferred Stock to Common Stock thereunder, in each case calculated
on the record date for determination of holders entitled to receive
such dividend.
Conversion
and Redemption
The Series A Preferred Stock is convertible into Common Stock at
the option of the holder at any time subsequent to the Closing
Date. The number of shares issuable upon conversion is determined
by the number of Preferred Shares so converted multiplied by
2,040.8163 (the “Conversion Rate”). Cash will be paid in lieu of
any fractional shares based on the closing market price of the
Common Stock on the conversion date. The Conversion Rate is subject
to adjustment for customary anti-dilution protections, including
for stock dividends, splits, and combinations, rights offerings,
spin-offs, distributions of cash or other property (to the extent
not participating on an as-converted basis) and above market
self-tender or exchange offers.
At any time from and after the five-year anniversary of the Closing
Date, the holders of at least a majority of the then-outstanding
Preferred Shares may specify a date and time or the occurrence of
an event by vote or written consent that all, and not less than
all, outstanding Preferred Shares will automatically be: (i)
converted into shares of Common Stock at the Conversion Rate, (ii)
subject to certain exceptions and limitations, redeemed for an
amount per share of Series A Preferred Stock equal to the
Liquidation Preference plus all accrued or declared but unpaid
dividends as of the redemption date and time or (iii) a combination
of the foregoing.
Subject to certain exceptions, upon the occurrence of a fundamental
change, voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the Company will be required to pay an
amount per share of Series A Preferred Stock equal to the greater
of (i) $1,000.00 per share or (ii) the consideration per share of
Series A Preferred Stock as would have been payable had all
Preferred Shares been converted to Common Stock immediately prior
to the liquidation event, plus, in each case, the aggregate amount
of all declared but unpaid dividends thereon to the date of final
distribution to the holders of Series A Preferred
Stock.
Voting
and Consent Rights
Holders of Preferred Shares are entitled to vote with the holders
of shares of Common Stock on an as-converted to common basis at any
annual or special meeting of stockholders of the Company, and not
as a separate class, except as required by Delaware
law.
Additionally, for so long as any Preferred Shares remain
outstanding, the Company will be prohibited, without the consent of
the holders of at least a majority of the Preferred Shares, from
taking various corporate actions, including:
•creating,
authorizing or issuing any additional Preferred Shares or shares
which rank senior to or on parity with the Preferred
Shares;
•amending,
waiving or repealing the rights, preferences or privileges of the
Preferred Shares;
•increasing
or decreasing the authorized number of Preferred
Shares;
•exchanging,
reclassifying or canceling the Preferred Shares (except as
contemplated by the Certificate of Designations);
•declaring
or paying any dividend on, or making any distribution to, or
repurchasing any shares of Common Stock or other securities that
rank junior to the Preferred Share, subject to certain
exceptions;
•incurring
any indebtedness other than Permitted Indebtedness (as defined in
the Certificate of Designation); and
•creating,
adopting, amending, terminating or repealing any equity (or
equity-linked) compensation or incentive plan or increase the
amount or number of equity securities reserved for issuance
thereunder if the New York Stock Exchange (the “NYSE”) would
require stockholder approval of such action; provided that the
Company’s 2021 Incentive Award Plan (as it exists on the Closing
Date) (the “2021 Plan”) and any automatic annual increases pursuant
to the 2021 Plan shall not require approval.
Restrictions on Transfer
The holders of Series A Preferred Stock are permitted to transfer
their Preferred Shares subject to any applicable legends or legal
restrictions arising under applicable law, subject to completion of
certain procedures.
Warrants
The Warrants are exercisable for a number of shares of Common Stock
(the “Warrant Shares”) equal to 180% of the number of shares of
Common Stock into which such investor’s Series A Preferred Stock is
initially convertible. The Warrants have a five-year term and an
exercise price that is equal to $0.333 per share. The Warrants also
provide for an exercise on a cash or cashless net exercise basis at
any time after the closing and will be automatically exercised on a
cashless basis if not exercised prior to the expiration of the
five-year term. Upon a fundamental change or other liquidation
event, the Warrants will automatically net exercise if not
exercised before the consummation of such event.
Registration Rights
As promptly as reasonably practicable after closing, but in any
event within twenty (20) business days after the later of (i) the
closing or (ii) the filing of the Company’s Annual Report on Form
10-K for the year ended December 31, 2022, the
Company will file and use commercially reasonable efforts to cause
to be declared effective or otherwise become effective pursuant to
the Securities Act of 1933, as amended (the “Securities Act”) a
shelf registration statement to register the resale of all the
shares of Common Stock issuable upon conversion or exercise of the
Preferred Shares or Warrants (the “Resale Shelf”). Shares of Common
Stock underlying the Preferred Shares and Warrants held by Eclipse,
Trilogy, and Mr. Workman will be considered “Registrable
Securities” for purposes of that certain Amended and Restated
Registration Rights Agreement, dated as of July 15, 2021, by and
among the Company and the holders party thereto, a copy of which
was filed as
Exhibit 10.2
to the Company’s Current Report on Form 8-K, dated July 21, 2021,
which is incorporated herein by reference, which will entitle such
holders to the demand and piggyback registration rights set forth
therein.
Participation Rights
The Investment Agreements provide each Investor that purchased
10,000 Preferred Shares, for so long as such Investor and its
affiliates continues to hold or beneficially own at least 5,000
Preferred Shares, with a right to participate as investors in
future financing transactions by the Company. The right is limited
to financing transactions involving equity securities or securities
exercisable or convertible for equity securities of the Company,
and will provide such Investor the right to buy up to a number of
new securities, on the same terms and conditions offered to other
potential investors, necessary for such Investor to maintain its
pro rata ownership percentage in the Company (calculated as the
fraction equal to (a) the number of outstanding shares of Common
Stock plus the number of shares of Common Stock underlying the
Investor’s Preferred Shares on an as-converted basis divided by (b)
the number of outstanding shares of Common Stock plus the number of
shares of Common Stock underlying all outstanding Preferred Shares
on an as-converted basis).
Stockholder Approval
The Certificate of Designation and Eclipse’s Warrant include
certain provisions that prevent Eclipse, until Stockholder Approval
(as defined below) is obtained, from converting its Preferred
Shares, voting its Preferred Shares on an as-converted-to-Common
Stock basis or exercising its Warrant, as applicable, to the extent
such action would result in Eclipse beneficially owning in excess
of 29.99% of the Company’s outstanding Common Stock (the
“Individual Holder Share Cap”).
The Company has agreed in the Investment Agreements to include a
proposal in the definitive proxy statement for its 2023 annual
meeting of stockholders (the “2023 Annual Meeting”), soliciting
approval by the Company’s stockholders to issue Common Stock to
Eclipse such that the Individual Holder Share Cap shall no longer
apply in accordance with applicable law and the rules and
regulations of the NYSE (the “Stockholder Approval”). If the
Stockholder Approval is not obtained at the 2023 Annual Meeting,
the Company has agreed to use its commercially reasonable efforts
to call a special stockholder meeting within four months of the
2023 Annual Meeting to obtain the Stockholder Approval as
contemplated and if the Stockholder Approval is not obtained at
such special meeting, the Company shall again include the
Stockholder Approval for its annual stockholder meeting for
2024.
Stockholders Agreement
In connection with the Private Placement, the Company and Eclipse
Ventures Fund I, L.P., Eclipse Continuity Fund I, L.P. and Eclipse
Early Growth Fund I, L.P. entered into an Amended and Restated
Stockholders Agreement (the “Stockholders Agreement”), which amends
and restates that certain Stockholders Agreement, dated as of July
15, 2021, by and among the Company, Eclipse Ventures Fund I, L.P.
and Eclipse Continuity Fund I, L.P. The Stockholders Agreement
provides that (a) until such time as Eclipse beneficially owns less
than 20.0% of the total voting power entitled to elect directors,
Eclipse shall be entitled to nominate two individuals (the “Eclipse
Directors” and each, an “Eclipse Director”) and (b) from such time
that Eclipse beneficially owns less than 20.0% of the total voting
power entitled to elect directors and until Eclipse beneficially
owns less than 10.0% of the total voting power entitled to elect
directors, Eclipse will be entitled to nominate one Eclipse
Director.
The foregoing descriptions of the Certificate of Designation, Form
of Warrant, the Investment Agreements, Stockholders Agreement and
the transactions contemplated thereby are only summaries and do not
purport to be complete, and are qualified in its entirety by
reference to the full text of such instruments, copies of which are
attached to this Current Report on Form 8-K as Exhibit 3.1, Exhibit
4.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02. The
Private Placement was undertaken in reliance upon an exemption from
the registration requirements of Section 4(a)(2) of the Securities
Act. The Preferred Shares issued pursuant to the Investment
Agreements and the Common Stock issuable upon conversion of the
Series A Preferred Stock may not be re-offered or sold in the
United States absent an effective registration statement or an
exemption from the registration requirements under applicable
federal and state securities laws. Any issuance of Common Stock
upon exercise of the Warrants pursuant to a cashless exercise will
be made pursuant to an exemption from registration under the
Securities Act solely for the holder’s own account. The initial
maximum number of shares of Common Stock issuable upon conversion
of the Series A Preferred Stock and exercise of the Warrants is
171,428,550 shares, subject to customary anti-dilution
adjustments.
Item 3.03 Material Modification to Rights of
Security Holders.
Pursuant to the Investment Agreements, the Company issued the
Preferred Shares as set forth in Item 1.01 above, which is
incorporated herein by reference. The powers, designations,
preferences, and other rights of the Series A Preferred Stock as
are set forth in the Certificate of Designation, a copy of which is
filed as Exhibit 3.1 hereto and is incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Pursuant to the Stockholders Agreement, the Company agreed to
appoint one additional director designated by Eclipse to the Board,
increasing the size of the Board to seven directors. The Company
appointed Jayson Knafel, an Eclipse designee, to serve as a member
of the Board as a Class II Director, for a term expiring at the
Company’s annual meeting of stockholders to be held in 2023 and
until his respective successor has been elected and qualified or
until his earlier death, resignation or removal, effective
following the execution of the Stockholders Agreement.
Mr. Knafel is a partner at Eclipse, a venture capital firm, where
he leads the firm’s growth investment strategies and Eclipse Carbon
Optimization. Mr. Knafel has worked at Eclipse since June 2021. In
addition, Mr. Knafel served as the interim chief operating officer
of Bright Machines, driving efficient and scalable processes across
the global operations of the full-stack industrial automation
company, from January 2022 to October 2022. Mr. Knafel was
previously employed by Fidelity Investments as an Equity Research
Associate and then as an Equity Research Analyst from 2015 to 2021,
where he invested in global growth companies across sectors and
stages of a company’s life cycle. Currently, Mr. Knafel also serves
on the board of Axlehire, Inc. Mr. Knafel holds a Bachelor of
Business Administration, Finance from University of Notre
Dame.
Except as described in this Current Report on Form 8-K, there are
no transactions between Mr. Knafel and the Company that would be
reportable under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Investment Agreements, the Company issued the
Preferred Shares as set forth in Items 1.01 and 3.03 above, which
are incorporated herein by reference. In connection with the
closing of the Private Placement, the Company filed the Certificate
of Designation with the Secretary of State of the State of Delaware
on the Closing Date setting forth the terms, rights, obligations
and preferences of the Series A Preferred Stock. A copy of the
Certificate of Designation is filed as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
On February 17, 2023, the Company issued a press release relating
to the Private Placement. 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 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
Exhibit 99.1 furnished hereunder, shall not be deemed incorporated
by reference into the filings of the Company under the Securities
Act or the Exchange Act.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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4.1 |
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10.1 |
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10.2 |
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10.3 |
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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: February 21, 2023 |
/s/ Kathryn R. Scolnick |
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Kathryn R. Scolnick |
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Chief Financial Officer |
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