OWLT Sandbridge Aquisition Corp

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☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO

Delaware			85-1615012
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3300 North Ashton Boulevard, Suite 300 Lehi, Utah			84043
(Address of principal executive offices)			(Zip Code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common stock, $0.0001 par value per share

OWLT

New York Stock Exchange

Warrants to purchase Class A Common Stock

OWLT WS

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

						Page
			Cautionary Note Regarding Forward-Looking Statements			1
			Summary of Risk Factors			3
PART I
Item 1.			Business			5
Item 1A.			Risk Factors			23
Item 1B.			Unresolved Staff Comments			63
Item 2.			Properties			63
Item 3.			Legal Proceedings			62
Item 4.			Mine Safety Disclosures			62
PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			63
Item 6.			Reserved			63
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			64
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			74
Item 8.			Financial Statements and Supplementary Data			75
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			30
Item 9A.			Controls and Procedures			30
Item 9B.			Other Information			31
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			31
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			32
Item 11.			Executive Compensation			32
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			32
Item 13.			Certain Relationships and Related Transactions, and Director Independence			32
Item 14.			Principal Accounting Fees and Services			32
PART IV
Item 15.			Exhibits, Financial Statement Schedules			33
Item 16.			Form 10-K Summary			34
			Signatures			120

•    our limited operating history;

•    our history of net losses and our ability to achieve or maintain profitability;

•the impact of the warning letter, dated October 1, 2021, from the United States Food and Drug Administration (the “FDA”), later corrected in an amendment to such letter dated October 5, 2021 (the letter and amendment collectively, the “Warning Letter”) the subsequent suspension of distribution of the Owlet Smart Sock (the “Smart Sock”) in the U.S. and our ability to obtain necessary marketing authorization for the medical device features of the Owlet Dream Sock (the “Dream Sock”) and the Smart Sock where required;

•our ability to grow and manage growth profitably, which may be affected by, among other things, our capital resources, inflation, recession, competition and the impact of discretionary consumer spending, retail sector and demographic trends, employee availability and other economic, business and regulatory conditions;

•our ability to enhance future operating and financial results and continue as a going concern;

•our ability to obtain additional financing in the future;

•risks associated with our current loan and debt agreements, including compliance with debt covenants, restrictions on our access to capital, the impact of our overall debt levels and our ability to generate sufficient future cash flows from operations to meet our debt service obligations and operate our business;

•our business strategies and plans and our ability to pursue and implement our strategic initiatives, reduce costs and grow revenues, as well as innovate existing products, continue developing new products, meet evolving customer demands and adapt to changes in consumer preferences and retail trends;

•the regulatory pathway for our products and communications from regulators, including the FDA and similar regulators outside of the United States, as well as legal proceedings, regulatory disputes and governmental inquiries;

•our ability to acquire, defend and protect our intellectual property and satisfy regulatory requirements, including but not limited to laws and requirements concerning privacy and data protection, privacy or data breaches, data loss and other risks associated with our digital platform and technologies;

•any defects in new products or enhancements to existing products;

•our ability to obtain and maintain regulatory approval or certification for our products, and any related restrictions and limitations of any approved or certified product;

•expectations regarding developments with regulatory bodies, and the timeline for related submissions by us and decisions by the regulatory bodies and notified bodies (including UK approved bodies);

•our ability to hire, retain, manage and motivate employees, including key personnel;

•our ability to upgrade and maintain our information technology systems;

•changes in and our compliance with laws and regulations applicable to our business; and

•the impact and disruption to our business, financial condition, results of operations, supply chain constraints and logistics due to economic and other conditions beyond our control, such as health epidemics or pandemics, macro-economic uncertainties, social unrest, hostilities, natural disasters or other catastrophic events.

•We have a limited operating history.

•We have a history of net losses, and we may not achieve or maintain profitability in the future.

•We ceased distribution of the Smart Sock in the U.S. in October 2021 following receipt of a Warning Letter from the U.S. Food and Drug Administration (the “FDA”) our ability to market and sell the medical device features of the Owlet Dream Sock (the “Dream Sock”) may be limited until we receive marketing authorization from the FDA, which we may not receive in a timely fashion, or at all.

•In January 2022 we launched a new product in the U.S. called the Dream Sock. We are pursuing marketing authorization pursuant to a de novo classification request for certain notification and display features within the Dream Sock related to oxygen level and heart rate, including those features that were the subject of the Warning Letter in the U.S, and we may not receive such marketing authorization in a timely fashion, or at all.

•If any governmental authority or notified body were to require marketing authorization or similar certification for the Smart Sock, Dream Sock, or for any other product that we sell and which Owlet does not believe requires such marketing authorization or certification, we could be subject to regulatory enforcement action and/or required to cease selling or recall the product pending receipt of marketing authorization or similar certification from such other governmental authority or notified body, which can be a lengthy and time-consuming process, harm financial results and have long-term negative effects on our operations.

•Our products rely on mobile applications to function and we rely on Apple’s App Store and the Google Play Store for distribution of our mobile applications and Apple or Google may unilaterally remove our mobile applications from distribution.

•A substantial portion of our sales comes through a limited number of channel partners and resellers.

•We will need to continue to manage our ability to grow and manage growth profitably, which may be affected by, among other things, our capital resources, inflation, recession, competition and the impact of discretionary consumer spending, retail sector and demographic trends, employee availability and other economic, business and regulatory conditions.

•We are required to obtain and maintain marketing authorizations or certifications from the FDA, foreign regulatory authorities or notified bodies for any products intended to be and/or classified as medical device products in the U.S. or in foreign jurisdictions, which can be a lengthy and time-consuming process, and a failure to do so on a timely basis, or at all, could severely harm our business.

•We currently rely on a single manufacturer for the assembly of the Smart Sock and Dream Sock and a single manufacturer for the assembly of the Owlet Cam and expect to rely on limited manufacturers for future products. If we encounter manufacturing problems or delays, we may be unable to promptly transition to alternative manufacturers and our ability to generate revenue will be limited.

•If we are unable to obtain key materials and components from sole or limited source suppliers, we will not be able to deliver our products to customers.

•If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights or to pay damages.

•We rely significantly on information technology (“IT”) and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could lead to misappropriation of confidential or otherwise protected information and harm our business and our ability to operate our business effectively.

•We are involved, and may become involved in the future, in disputes and other legal or regulatory proceedings that, if adversely decided or settled, could materially and adversely affect our business, financial condition and results of operations.

•We face the risk of product liability claims and the amount of insurance coverage held now or in the future may not be adequate to cover all liabilities we might incur.

•Increased expansion into international markets, including Europe, Asia, the Middle East, Africa and Latin America, exposes us to additional business, political, regulatory, operational, financial and economic risks.

•Our success depends substantially on our reputation and brand.

•Some of our products and services are in development or have been recently introduced into the market and may not achieve market acceptance, which could limit our growth and adversely affect our business, financial condition and results of operations.

•We have identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements, cause us to fail to meet our periodic reporting obligations or cause our access to the capital markets to be impaired.

•We may need to raise additional capital in the future in order to execute our strategic plan, which may not be available on terms acceptable to us, or at all.

•Our business, financial condition, results of operations and growth may be impacted by the continued effects of the COVID-19 pandemic.

Existing Offerings

•Sock Monitor Offerings

•Dream Sock and Dream Sock Plus– With initial distribution to our ecosystem partners in December 2021, and a consumer launch in the retail and direct-to-consumer channels in January 2022, the award-winning Dream Sock helps parents understand their baby's sleep and know when to assist their baby for better sleep. The Dream Sock and accompanying Owlet Dream App allow parents to view their baby's sleep quality indicators, including wakings, heart rate, and movement. The Dream Sock Plus utilizes the same core technology as the Dream Sock and is designed to grow with children, from newborn to five years through an expanded fabric sock set. The Dream Sock and Dream Sock Plus are only available in the U.S. and Canadian markets.

•Smart Sock– The award-winning Smart Sock is the first intelligent baby monitor to track an infant’s oxygen levels, heart rate, and sleep trends. The Smart Sock allows parents to view their baby’s heart rate and oxygen readings in real time from the Owlet application. If the baby’s readings leave preset zones, parents are notified through the Owlet Care App and a nearby base station. The Smart Sock is not currently available for sale in the U.S. We are engaging with international regulatory bodies and notified bodies to obtain similar authorization and certification in certain foreign jurisdictions, as required, for any features of the Smart Sock considered by those regulatory bodies to render them medical devices. We sell the Smart Sock in international markets.

•Owlet Cam Offerings

•Cam 1 – The Owlet Cam turns any smartphone into an intelligent baby monitor, allowing parents to hear and see everything that is most important to them from anywhere in high-definition clarity. The Owlet Cam includes a wide-angle view, sound and motion notifications, and background audio to ensure parents never miss a moment. The Owlet Cam streams secure, encrypted video to parents’ own private accounts on the Owlet application.

•Cam 2 – In 2022, Owlet launched its second generation camera, Owlet Cam 2, which has all the features included in the Cam 1 and also provides predictive sleep technology, cry notifications, and video clips. Predictive sleep technology calculates when a baby is ready for sleep and helps parents recognize when a baby starts to show sleepy cues. Cry notifications filter out noises that don’t require a response with adjustable sensitivity levels to match a family’s needs. Video clips are downloadable for up to seven days, helping parents to capture and share memories.

•Monitor Duo / Dream Duo – The Owlet Monitor Duo and Dream Duo offer the award-winning Sock Monitor offerings paired with the Owlet Cam offerings, combining the intelligence of our Sock Monitor offerings with high-definition video, offering parents the most complete picture of their baby’s sleep. The Owlet Monitor Duo is not available in the U.S. or Canada, and the Dream Duo is only available in the U.S.

•Accessories– Owlet's accessories product line includes the Owlet Sleeper, a wearable rayon blanket that encourages safe sleep, best for babies ages 3-6 months old, and an Owlet Sock Travel Case. The Owlet Sleeper features a full-length zipper for easy access during late night changes. The Owlet Travel Case provides travel and extra accident protection for our Owlet sock products while also keeping the components organized.

•Sock Versions:

•Health Notifications with Dream Sock as an over-the-counter offering software as a medical device ("SaMD") — In December 2022, we submitted to the FDA a de novo classification request for certain features of the Dream Sock that are software-as-a-medical-device to offer over-the-counter heart rate and oxygen notifications (and displays) in conjunction with the existing Dream Sock sleep monitoring capabilities. The application requests marketing authorization for features that include both the display of heart rate and oxygen currently in the Dream Sock and additional notification features that are not currently in the Dream Sock.

•BabySat– Based on the Owlet Sock technology, the Owlet BabySat is under development as a medical device that would, if authorized by the FDA, be sold for prescription use only. The Owlet BabySat is designed to be able to be utilized by various telehealth platforms and is designed specifically for babies with diagnosed illnesses and health conditions. In October 2022, we submitted a 510(k) premarket notification to the FDA for a new prescription monitoring device for infants. The device, which we internally call Babysat, uses pulse oximetry technology and is intended to be prescribed by physicians to assist with the in-home monitoring of babies under a physician’s care. The device is designed to provide alerts to parents when their baby’s heart rate or oxygen saturation level (or SpO2) does not fall within prescribed ranges. We believe BabySat has the potential to provide significant advantages to the large, wired hospital monitoring technologies on the market today with its wireless, wearable form factor and cloud connected data integration designed for home use.

Achieve Adjusted EBITDA Break Even in 2023 - We are focused on achieving adjusted EBITDA break even by the end of 2023 and will continue to bring down operating expenses and variable marketing spend while growing our customer base. We believe that many of the elements from the Warning Letter that impacted Owlet’s financial condition in 2021 and 2022 are behind us.

Obtain Marketing Authorizations and Potentially Open the Door to Coverage and Reimbursement. If we are successful in obtaining marketing authorization from the FDA for the Owlet BabySat, we believe we could build further credibility for our platform with the medical community and help open new medical channels and markets. We are developing the Owlet Dream Sock with Health Notifications for healthy babies with no underlying medical conditions. We believe that FDA marketing authorization for either of these products would help open the door to expanded services. We also continue to work with foreign regulatory authorities on obtaining similar marketing authorizations, as needed, for our products.

Leverage Brand Awareness & Grow Distribution to Increase Penetration. We intend to continue our efforts to become one of the most recognizable brand names in the digital parenting category. We believe becoming a recognizable brand helps our offerings stand out in a highly fragmented market of legacy companies lacking a category leader. We see ample room for growth as our existing product suite is in the beginning phase of market penetration. We plan to leverage our paid and organic marketing efforts across social media, display advertising, and email marketing to boost top-of-mind awareness and acquire new users at a sustainable cost.

Adding New Data-Driven Products to Expand the Digital Parenting Ecosystem. We are building a platform with the goal to be parents’ go-to brand in the areas of sleep, safety, health and well-being, from conception through kindergarten. We will remain focused on achieving profitability and obtaining FDA marketing authorization to commercialize our Dream Sock with Health Notifications and BabySat device which we believe will open the door to launch additional products and services to continue the expansion of our platform.

Leverage Brand to Expand into New Markets. While our existing primary market is the U.S., our mid to long-term goal is to continue to use our operating knowledge to successfully and meaningfully expand into new countries. We made substantial progress in 2022 with our expansion into Europe, Australia, and Korea and the opening of additional retail channels in those markets. We’ve also made substantial progress towards our applications to obtain medical device certification in the UK and EU and continue to maintain our MDSAP and ISO13485 certifications, passing several audits in 2022 which will allow us to commercialize medical devices in the UK and EU . As our retail penetration increases and brand awareness grows outside of the U.S., we intend to further leverage retail channels and locations to ensure efficient and strategic global customer acquisition in key markets in the future.

We believe that the primary competitive factors in our market are: 

•product quality and performance, including the size, quality, comfort, battery life, reliability, connectivity of the device to the application and/or monitor, and accuracy of our data provided to customers; 

•customer purchasing experience;

•pricing;

•product support and service;

•effective marketing and education;

•brand recognition;

•breadth and depth of offerings;

•greater market penetration;

•technological innovation, product enhancements and speed of innovation

•FDA marketing authorizations and similar foreign regulatory authorities marketing authorizations and notified bodies certifications; and

•sales and distribution capabilities.

Medical device types that the FDA has not previously classified as Class I, II, or III are automatically classified into Class III regardless of the level of risk they pose. The Food and Drug Administration Modernization Act of 1997 established a new route to market for low to moderate risk medical devices that are automatically placed into Class III due to the absence of a predicate device, called the “Request for Evaluation of Automatic Class III Designation,” or the de novo classification procedure. This procedure allows a manufacturer whose novel device is automatically classified into Class III to request down-classification of its medical device into Class I or Class II on the basis that the device presents low or moderate risk, rather than requiring the submission and approval of a PMA application. Prior to the enactment of the Food and Drug Administration Safety and Innovation Act, or FDASIA, in July 2012, a medical device could only be eligible for de novo classification if the manufacturer first submitted a 510(k) premarket notification and received a determination from the FDA that the device was not substantially equivalent. FDASIA streamlined the de novo classification pathway by permitting manufacturers to request de novo classification directly without first submitting a 510(k) premarket notification to the FDA and receiving a not substantially equivalent determination.

Clinical trials are almost always required to support a PMA and de novo classification and are sometimes required to support a 510(k) submission. All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance with the FDA’s investigational device exemption, or IDE, regulations which govern investigational device labeling, prohibit promotion of the investigational device, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a “significant risk” to human health, as defined by the FDA, the FDA requires the device sponsor to submit an IDE application to the FDA, which must become effective prior to commencing human clinical trials. If the device under evaluation does not present a significant risk to human health, then the device sponsor is not required to submit an IDE application to the FDA before initiating human clinical trials, but must still comply with abbreviated IDE requirements when conducting such trials. A significant risk device is one that presents a potential for serious risk to the health, safety or welfare of a patient and either is implanted, used in supporting or sustaining human life, substantially important in diagnosing, curing, mitigating or treating disease or otherwise preventing impairment of human health, or otherwise presents a potential for serious risk to a subject. An IDE application must be supported by appropriate data, such as animal and laboratory test results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. The IDE will automatically become effective 30 days after receipt by the FDA unless the FDA notifies the company that the investigation may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE for which it requires modification, the FDA may permit a clinical trial to proceed under a conditional approval.

After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

•establishment registration and device listing with the FDA;

•QSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the design and manufacturing process;

•labeling regulations and FDA prohibitions against the promotion of investigational products, or the promotion of “off-label” uses of cleared or approved products;

•requirements related to promotional activities;

•clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices, or approval of certain modifications to PMA-approved devices;

•medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur;

•correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

•the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and

•post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.

The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that a manufacturer has failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:

•warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;

•recalls, withdrawals, or administrative detention or seizure of our products;

•operating restrictions or partial suspension or total shutdown of production;

•refusing or delaying requests for 510(k) clearance or PMA approvals of new products or modified products;

•withdrawing 510(k) clearances or PMA approvals that have already been granted;

•refusal to grant export approvals for our products; or

•criminal prosecution.

•design, development, manufacturing, and testing;

•product standards;

•product safety;

•product safety reporting;

•marketing, sales, and distribution;

•packaging and storage requirements;

•labeling requirements;

•content and language of instructions for use;

•record keeping procedures;

•advertising and promotion;

•recalls and field corrective actions;

•import and export restrictions; and

•tariff regulations, duties, and tax requirements;

•clinical testing;

•post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury;

•registration for reimbursement; and

•necessity of testing performed in country by distributors for licensees.

•manage our commercial operations effectively;

•identify, recruit, retain, incentivize and integrate additional employees;

•provide adequate training and supervision to maintain our high-quality standards and preserve our culture and values;

•manage our internal development and operational efforts effectively while carrying out our contractual obligations to third parties; and

•continue to improve our operational, financial and management controls, reports systems and procedures.

•the timing, receipt and amount of sales from our current and future products and services;

•the cost of manufacturing, either ourselves or through third party manufacturers, our products and services;

•the cost and timing of expanding our sales, marketing and distribution capabilities;

•the terms and timing of any other partnership, licensing and other arrangements that we may establish;

•the costs and timing of securing regulatory approvals or certifications;

•any product liability or other lawsuits related to our current or future products and services;

•the expenses needed to attract, hire and retain skilled personnel;

•the costs associated with being a public company;

•the duration and severity of the COVID-19 pandemic and its impact on our business and financial markets generally;

•costs associated with any adverse market conditions or other macroeconomic factors;

•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing our intellectual property portfolio; and

•the extent to which we acquire or invest in businesses, products or technologies.

•perceived benefits from and safety of our products and services;

•perceived cost effectiveness of our products and services;

•our ability to obtain any required marketing authorizations or certifications for our products and services and the label requirements of any marketing authorizations or certifications we may obtain;

•coverage and reimbursement available through government and private healthcare programs for using some of our products and services; and

•introduction and acceptance of competing products and services or technologies.

Our estimates of the addressable market for our current products and services and future products and services are based on a number of internal and third-party estimates and assumptions, including birth rate, income levels and demographic profiles. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct. In addition, the statements in this Report relating to, among other things, the expected growth in the market for baby products and services are based on a number of internal and third-party estimates and assumptions and may prove to be inaccurate. For example, although we expect that the number of births will continue to increase, those trends could shift and the number of births could decrease. Furthermore, even if the birth rate increases as we expect, technological or medical advances could provide alternatives to our products and services and reduce demand. As a result, our estimates of the addressable market for our current or future products and services may prove to be incorrect. If the actual number of consumers who would benefit from our products and services, the price at which we can sell future products and services or the addressable market for our products and services is smaller than we estimate, it could have a material adverse effect on our business, financial condition and results of operations.

•the imposition of additional U.S. and foreign governmental controls or regulations;

•the imposition of costly and lengthy new export licensing requirements;

•the imposition of requirements to maintain data and the processing of that data on servers located within the U.S. or in foreign countries;

•a shortage of high-quality employees, sales people and distributors;

•the loss of any key personnel that possess proprietary knowledge, or who are otherwise important to our success in certain international markets;

•changes in duties and tariffs, license obligations and other non-tariff barriers to trade;

•the imposition of new trade restrictions;

•the imposition of restrictions on the activities of foreign agents, representatives and distributors;

•compliance with or changes in foreign tax laws, regulations and requirements and economic and trade sanctions programs including, for example, the U.S., UK and EU sanctions relating to the Russian Federation, Ukraine and the Republic of Belarus initially implemented in February 2022;

•evolution in regulatory landscapes, such as on account of the UK leaving the EU, and uncertainties that arise from such evolution;

•pricing pressure;

•changes in foreign currency exchange rates;

•laws and business practices favoring local companies;

•political instability and actual or anticipated military or political conflicts;

•financial and civil unrest worldwide;

•outbreaks of illnesses, pandemics or other local or global health issues;

•natural or man-made disasters;

•the inability to collect amounts paid by foreign government customers to our appointed foreign agents;

•longer payment cycles, increased credit risk and different collection remedies with respect to receivables; and

•difficulties in enforcing or defending intellectual property rights.

If we do not successfully adapt our products and services and applications, we could lose revenue opportunities and customers. Furthermore, in the event any of our products is regulated as a medical device and obtains marketing authorization from the FDA or similar marketing authorization or certification from comparable foreign regulatory authorities or notified bodies, one or more of our competitors may develop products that compete. For example, in the U.S., if any of our products is regulated as a medical device that is subject to and that obtains marketing authorization pursuant to the 510(k) clearance or de novo classification pathways, competitors may develop products that the FDA determines are substantially equivalent to our products and may use our products as predicate devices to obtain 510(k) clearances for their competing products.

•conveying, selling, leasing, transferring, or otherwise disposing of certain assets;

•consolidating, merging, selling or otherwise disposing of all or substantially all of our assets or acquiring all or substantially all of the capital stock or property of another person;

•incurring specified types of additional indebtedness (including guarantees or other contingent obligations); and

•paying dividends on, repurchasing or making distributions in respect of any capital stock or making other restricted payments, subject to specified exceptions.

were able to amend our existing debt and line of credit held SVB to have SVB waive certain stated events of default under that agreement and expand our access to capital, we cannot assure that in the future we will always be able to satisfy and maintain all bank covenants. As of December 31, 2022, $8.0 million in aggregate principal amount was outstanding under the loan. See Part II. Item 8. "Financial Statements and Supplementary Data - Note 7," included in this Report.

•We did not design and maintain effective controls over the segregation of duties related to journal entries. Specifically, certain personnel have the ability to both create and post journal entries within the Company’s general ledger system. This material weakness did not result in any adjustments to the consolidated financial statements.

•We did not design and maintain effective controls over the accounting for the accuracy and existence of inventory, nor controls which verified the completeness and accuracy of accrued liabilities. Each of these material weaknesses resulted in immaterial adjustments that were recorded as out-of-period adjustments within the year ended December 31, 2022.

•We did not design and maintain effective controls over the accounting for convertible preferred stock and warrant arrangements. Further, we did not design and maintain effective controls to verify the completeness and accuracy of sales returns and accrued sales tax. Each of these material weaknesses resulted in material adjustments to several account balances and disclosures in the consolidated financial statements as of and for the year ended December 31, 2019. The sales returns material weakness also resulted in immaterial adjustments to revenue and accrued and other expenses as of and for the year ended December 31, 2022.

•We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel, (iii) computer operations controls to ensure that critical batch jobs are monitored, and data backups are authorized and monitored, and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. This material weakness did not result in any adjustments to the consolidated financial statements.

We are required to obtain and maintain marketing authorizations or certifications from the FDA, foreign regulatory authorities or notified bodies for medical device products in the U.S. or in foreign jurisdictions, which can be a lengthy and time-consuming process, and a failure to do so on a timely basis, or at all, could severely harm our business.

Medical devices are subject to extensive regulation in the U.S. by local government, state government and the federal government, including by the FDA. The FDA regulates virtually all aspects of a medical device’s design, development, testing, manufacturing, labeling, storage, record keeping, reporting, sale, promotion, distribution and shipping. In the U.S., unless an exemption applies, any medical device that we seek to market in the U.S. must first undergo the FDA’s premarket review pursuant to the FDCA, and must receive the FDA’s marketing authorization either via clearance of a 510(k) premarket notification, de novo classification, or approval of a PMA application, depending on the type of device. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is “substantially equivalent” to a legally-marketed “predicate” device. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence.

In the PMA process, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, pre-clinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices. However, some devices are automatically subject to the PMA pathway regardless of the level of risk they pose because they have not previously been classified into a lower risk class by the FDA. Manufacturers of these devices may request that the FDA review such devices in accordance with the de novo classification procedure, which allows a manufacturer whose novel device would otherwise require the submission and approval of a PMA prior to marketing to request down-classification of the device on the basis that the device presents low or moderate risk. If the FDA agrees with the down classification, the applicant will then receive authorization to market the device. This device can then be used as a predicate device for future 510(k) submissions.

Modifications to products that are approved through a PMA application may require FDA approval. Similarly, certain modifications made to products cleared through a 510(k) premarket notification or de novo classification may require a new 510(k) clearance. The PMA approval, de novo classification, and the 510(k) clearance process can be expensive, lengthy and uncertain. The FDA’s 510(k) clearance process usually takes from three to 12 months, but can last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, a PMA and de novo classification generally require the performance of one or more clinical trials, and a 510(k) clearance sometimes requires clinical data to support clearance. Despite the time, effort and cost, any particular device may not be authorized for marketing by the FDA. Any delay or failure to obtain necessary marketing authorizations could harm our business.

The FDA’s interpretations of its laws and regulations are subject to change. If the FDA changes its policy or concludes that the marketing of any of our products is not in accordance with current policies, regulations or statutory requirements, or if the FDA changes its applicable policies or if changes are introduced to applicable laws or regulations, we may be required to seek clearance or approval or other marketing authorization for these products through the 510(k), de novo classification or PMA processes, may not be permitted to continue marketing these products until marketing authorization is obtained, or may be the subject of regulatory enforcement actions or recalls.

•warning letters or untitled letters issued by the FDA or FTC and their counterparts in international jurisdictions;

•litigation, fines, civil penalties, in rem forfeiture proceedings, injunctions, consent decrees and criminal prosecution;

•import alerts and holds;

•unanticipated expenditures to address or defend such actions;

•delays in clearing, approving, authorizing, or certifying, or refusal to clear, approve, authorize, or certify, our products, where applicable;

•withdrawals or suspensions of clearance, approval, authorization or certification of our products or those of our third-party suppliers by the FDA or other regulatory authorities or notified bodies, where applicable;

•product recalls or seizures;

•adverse publicity;

•orders for device repair, replacement or refund;

•interruptions of production or inability to export to certain foreign countries; and

•operating restrictions.

•the federal Anti-Kickback Statute, which prohibits, among other things, any person or entity from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchasing, leasing, ordering or arranging for the purchase, lease, or order of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The term “remuneration” has been broadly interpreted to include anything of value. A person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;

•federal civil and criminal false claims laws, including the federal civil False Claims Act, and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid, or other federal government programs that are false or fraudulent or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government, including federal healthcare programs. In addition, the government may assert that claim includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statute;

•HIPAA, which created new federal civil and criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, including private third-party payors and knowingly and willfully falsifying, concealing or covering up by any trick, scheme or device, a material fact or making any materially false, fictitious or fraudulent statements in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;

•the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician practitioners (nurse practitioners, certified nurse anesthetists, physician assistants, clinical nurse specialists, anesthesiology assistants and certified nurse midwives), and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

•federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and

•state and foreign equivalents of each of the healthcare laws described above, some of which may be broader in scope.

•be expensive and time-consuming to defend and result in payment of significant damages to third parties;

•force us to stop making or selling products and services that incorporate the intellectual property;

•require us to redesign, reengineer or rebrand our products and services, product candidates and technologies;

•require us to enter into royalty agreements that would increase the costs of our products and services;

•require us to indemnify third parties pursuant to contracts in which we have agreed to provide indemnification for intellectual property infringement claims;

•divert the attention of our management and other key employees; and

•result in our customers or potential customers deferring or limiting their purchase or use of the affected products and services impacted by the claims until the claims are resolved;

•actual or anticipated fluctuations in our operating results or future prospects;

•our announcements or our competitors’ announcements of new products and services;

•the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•regulatory or other governmental actions such as the Warning Letter issued to us on October 1, 2021, and actions taken in response to those actions;

•changes in accounting standards, policies, guidance, interpretations or principles;

•changes in our growth rates or our competitors’ growth rates;

•developments regarding our patents or proprietary rights or those of our competitors;

•ongoing legal proceedings;

•commencement of, or involvement in, litigation involving the combined company;

•our ability to raise additional capital as needed;

•changes in our capital structure, such as future issuances of securities or the incurrence of new or additional debt;

•the volume of shares of common stock available for public sale and the size of our public float;

•conversion of our outstanding Series A Convertible Preferred Stock and exercise of our outstanding warrants, and the resale of such shares into the market;

•additions and departures of key personnel;

•concerns or allegations as to the safety or efficacy of our products and services;

•sales of stock by us or members of our management team, our board of directors (the “Board”) or certain significant stockholders;

•changes in stock market analyst recommendations or earnings estimates regarding our stock, other comparable companies or our industry generally; and

•changes in financial markets or general economic conditions, including the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the Russian Federation's invasion of Ukraine in February 2022, acts of terrorism, and the COVID-19 pandemic or other public health crises.

•not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis)

•reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, (a) at a price of $0.01 per warrant, provided that the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met, or (b) at a price of $0.10 per warrant, provided that the closing price of our common stock equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by Sandbridge Acquisition Holdings LLC or its permitted transferees.

As a result of a transition to a primarily remote working environment during 2021, the Company entered into agreements to sub-lease its office space through July 31, 2024, but maintains the ability to re-occupy the space subsequent to the expiration of the sub-lease. The Company has entered into an office lease in 2022 with approximately 7,600 square feet, suitable for its current needs. This newly leased space is intended to be utilized primarily for research and development, engineering and laboratory space.

In the ordinary course of business we face various claims brought by third parties, and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property rights as well as claims relating to employment matters and the safety or efficacy of our products. Any of these claims could subject us to costly litigation, and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage, may be inadequately capitalized to pay on valid claims, or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our business, financial condition and results of operations. Additionally, any such claims, whether or not successful, could damage our reputation and business.

In November 2021, two putative class action complaints were filed against us in the U.S. District Court for the Central District of California, Butala v. Owlet, Inc., et al., Case No. 2:21-cv-09016, and Cherian v. Owlet, Inc., et al., Case No. 2:21-cv-09293. Both complaints allege violations of the Securities Exchange Act of 1934 against the Company and certain of its officers and directors on behalf of a putative class of investors who (i) purchased the Company’s common stock between March 31, 2021 and October 4, 2021 or (ii) held common stock in Sandbridge Acquisition Corporation (“SBG”) as of June 1, 2021 and were eligible to vote at SBG’s special meeting held on July 14, 2021. Both complaints allege, among other things, that the Company and certain of its officers and directors made false and/or misleading statements and failed to disclose certain information regarding the FDA’s likely classification of the Smart Sock product as a medical device requiring marketing authorization. The Court has consolidated the Butala and Cherian cases but has yet to appoint a lead plaintiff. The Company intends to vigorously defend itself against these claims, including by filing a motion to dismiss on behalf of itself and the named officers and directors.

General and Administrative. General and administrative expenses consist primarily of salaries, benefits, stock-based compensation, and bonuses for finance and accounting, legal, human resources and administrative executives and employees; third-party legal, accounting, and other professional services; corporate travel and entertainment; depreciation and amortization of property and equipment; and facilities rent.

Sales and Marketing. Sales and marketing expenses consist primarily of salaries, commissions, benefits, stock-based compensation, commissions, and bonuses for sales and marketing employees and contractors; third-party marketing expenses such as social media and search engine marketing; email marketing and print marketing.

Research and Development. Research and development expenses consist primarily of salaries, benefits, stock-based compensation, and bonuses for employees and contractors engaged in the design, development, maintenance and testing of our products and platforms.

Interest Expense, Net. Interest expense consists of interest incurred on our outstanding borrowings and amortization of the associated deferred financing costs net of interest income earned on our money market account.

Interest Expense from Contingent Beneficial Conversion Feature. Interest expense from contingent beneficial conversion feature relates to a charge associated with the contingent beneficial conversion feature described in Part II. Item 8. "Financial Statements and Supplementary Data - Note 8," included in this Report.

Preferred Stock Warrant Liability Adjustment. Mark to market adjustment to recognize the change in fair value of the preferred stock warrant liability in other income (expense).

Common Stock Warrant Liability Adjustment. Mark to market adjustment to recognize the change in fair value of the common stock warrant liability in other income (expense).

Other Income (Expense), Net. Other income (expense), net includes our net gain (loss) on foreign exchange transactions and loss on extinguishment of debt.

Income Tax Provision. Income tax provision consists primarily of U.S. federal and state income taxes related to the tax jurisdictions in which we conduct business.

									For the years ended December 31,
															2022						2021
Revenues															$	69.2					$	75.8
Cost of revenues															45.9						40.8
Gross profit															23.3						35.1
Operating expenses:
General and administrative															41.5						32.3
Sales and marketing															38.5						37.1
Research and development															27.9						21.4
Total operating expenses															107.9						90.9
Operating loss															(84.6)						(55.8)
Other income (expense):
Interest expense, net															(1.1)						(1.8)
Interest expense from contingent beneficial conversion feature															—						(26.1)
Preferred stock warrant liability adjustment															—						(5.6)
Common stock warrant liability adjustment															6.3						15.7
Gain on loan forgiveness															—						2.1
Other income (expense), net															0.1						(0.3)
Total other income (expense), net															5.3						(15.9)
Loss before income tax provision															(79.3)						(71.7)
Income tax provision															0.0						0.0
Net loss and comprehensive loss															$	(79.3)					$	(71.7)

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
Revenues						$	69.2					$	75.8					$	(6.6)					(8.8		%)

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
Cost of revenues						$	45.9					$	40.8					$	5.1					12.5		%
Gross profit						$	23.3					$	35.1					$	(11.7)					(33.5		%)
Gross margin						33.7		%				46.2		%

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
General and administrative						$	41.5					$	32.3					$	9.2					28.5		%

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
Sales and marketing						$	38.5					$	37.1					$	1.4					3.8		%

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
Research and development						$	27.9					$	21.4					$	6.5					30.2		%

						For the years ended December 31,												Change
(dollars in millions)						2022						2021						$						%
Interest expense, net						$	(1.1)					$	(1.8)					$	0.7					(37.7		%)
Interest expense from contingent beneficial conversion feature						$	—					$	(26.1)					$	26.1					(100.0		%)
Preferred stock warrant liability adjustment						$	—					$	(5.6)					$	5.6					(100		%)
Common stock warrant liability adjustment						$	6.3					$	15.7					$	(9.4)					(59.8		%)
Gain on loan forgiveness						$	—					$	2.1					$	(2.1)					(100		%)
Other income (expense), net						$	0.1					$	(0.3)					$	0.4					(125.2		%)

On March 10, 2023, Silicon Valley Bank ("SVB") was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation ("FDIC") as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC's resolution of the SVB receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the date of this Annual Report, all cash deposited with SVB by the Company has been accessible by the Company.

•The Company consummated a sale of newly issued Series A Convertible Preferred Stock ("Series A preferred stock") and warrants to purchase its common stock ("2023 private placement warrants") involving participation from new and existing investors, for aggregate gross proceeds of $30.0 million.

•As described in Note 7, in March 2023 the Company further amended its financing arrangement with SVB, under which the principal payments on the term note will be deferred until September 2023. This most recent amendment also revised the financial covenants for future periods.

•During the year ended December 31, 2022, the Company undertook restructuring actions, which included significantly reducing employee headcount and reducing operating spend, significantly reducing run-rate expenses existing the quarter ended December 31, 2022.

			Year Ended December 31,
			2022						2021
Net cash used in operating activities			$	(81.4)					$	(40.6)
Net cash used in investing activities			(1.6)						(2.0)
Net cash provided by financing activities			(0.9)						120.6
Net change in cash and cash equivalents			$	(83.8)					$	78.0

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			1
Consolidated Balance Sheets as of December 31, 2022 and 2021			2
Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2022, and 2021			3
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2022 and 2021			4
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, and 2021			5
Notes to Consolidated Financial Statements			6

Assets						December 31, 2022						December 31, 2021
Current assets:
Cash and cash equivalents						$	11,231					$	95,054
Accounts receivable, net of allowance for doubtful accounts of $3,013 and $403, respectively						15,958						10,468
Inventory						18,515						17,980
Prepaid expenses and other current assets						5,558						12,313
Total current assets						51,262						135,815
Property and equipment, net						1,108						1,870
Right of use assets, net						2,260						—
Intangible assets, net						2,279						1,696
Other assets						1,195						666
Total assets						$	58,104					$	140,047
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable						$	30,432					$	27,765
Accrued and other expenses						19,984						31,730
Current portion of deferred revenues						1,148						1,061
Line of credit						4,685						—
Current portion of long-term debt						10,353						8,534
Total current liabilities						66,602						69,090
Long-term debt, net						—						7,993
Noncurrent lease liability						1,162						—
Common stock warrant liability						724						7,061
Other long-term liabilities						251						712
Total liabilities						68,739						84,856
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 115,388,135 and 112,996,568 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively.						12						11
Additional paid-in capital						212,111						198,602
Accumulated deficit						(222,758)						(143,422)
Total stockholders’ equity (deficit)						(10,635)						55,191
Total liabilities and stockholders’ equity (deficit)						$	58,104					$	140,047

			For the years ended December 31,
			2022						2021
Revenues			$	69,202					$	75,842
Cost of revenues			45,889						40,784
Gross profit			23,313						35,058
Operating expenses:
General and administrative			41,547						32,339
Sales and marketing			38,489						37,084
Research and development			27,896						21,427
Total operating expenses			107,932						90,850
Operating loss			(84,619)						(55,792)
Other income (expense):
Interest expense, net			(1,104)						(1,772)
Interest expense from contingent beneficial conversion feature			—						(26,061)
Preferred stock warrant liability adjustment			—						(5,578)
Common stock warrant liability adjustment			6,337						15,745
Gain on loan forgiveness			—						2,098
Other income (expense), net			79						(313)
Total other income (expense), net			5,312						(15,881)
Loss before income tax provision			(79,307)						(71,673)
Income tax provision			(29)						(31)
Net loss and comprehensive loss			$	(79,336)					$	(71,704)
Net loss per share attributable to common stockholders, basic and diluted			$	(0.71)					$	(1.13)
Weighted average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted			111,310,604						63,216,912

			Preferred Stock Series A (1)												Preferred Stock Series A-1 (1)												Preferred Stock Series B (1)												Preferred Stock Series B-1 (1)												Common Stock (1)
			Shares						Amount						Shares						Amount						Shares						Amount						Shares						Amount						Shares						Amount						Additional Paid-in Capital						Accumulated Deficit						Total Stockholders'  Equity (Deficit)
Balance as of December 31, 2020			26,157,622						$	9,569					20,238,201						$	14,083					12,366,306						$	18,854					3,047,183						$	4,682					22,118,619						$	2					$	3,707					$	(71,718)					$	(68,009)
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (Note 3)			(26,157,622)						(9,569)						(20,238,201)						(14,083)						(12,366,306)						(18,854)						(3,047,183)						(4,682)						61,809,312						6						47,182						—						47,188
Conversion of convertible promissory notes to common stock in connection with the reverse recapitalization (Note 3)			—						—						—						—						—						—						—						—						4,633,507						1						7,121						—						7,122
Beneficial conversion feature of convertible promissory notes in connection with the reverse recapitalization (Note 3)			—						—						—						—						—						—						—						—						—						—						26,061						—						26,061
Conversion of preferred stock warrants and common stock warrants in connection with the reverse recapitalization (Note 3)			—						—						—						—						—						—						—						—						1,771,231						—						8,571						—						8,571
Reverse recapitalization transaction, net of fees			—						—						—						—						—						—						—						—						21,959,227						2						101,259						—						101,261
Issuance of common stock upon exercise of stock options			—						—						—						—						—						—						—						—						704,672						—						442						—						442
Stock-based compensation			—						—						—						—						—						—						—						—																		4,259												4,259
Net loss			—						—						—						—						—						—						—						—						—						—						—						(71,704)						(71,704)
Balance as of December 31, 2021			—						$	—					—						$	—					—						$	—					—						$	—					$	112,996,568					$	11					$	198,602					$	(143,422)					$	55,191
Issuance of common stock upon exercise of stock options			—						—						—						—						—						—						—						—						816,866						—						258						—						258
Issuance of common stock for restricted stock units vesting			—						—						—						—						—						—						—						—						1,324,812						1						—						—						1
Issuance of common stock for employee stock purchase plan			—						—						—						—						—						—						—						—						249,889						—						359						—						359
Share-based compensation			—						—						—						—						—						—						—						—						—						—						12,892						—						12,892
Net loss			—						—						—						—						—						—						—						—						—						—						—						(79,336)						$	(79,336)
Balance as of December 31, 2022			—						$	—					—						$	—					—						$	—					—						$	—					$	115,388,135					$	12					$	212,111					$	(222,758)					$	(10,635)