Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258506
Prospectus Supplement No. 17
(To Prospectus dated April 27, 2022)
OWLET, INC.
This prospectus supplement updates, amends and supplements the
prospectus dated April 27, 2022 (the “Prospectus”), which forms a
part of our Registration Statement on Form S-1 (Registration No.
333-258506). Capitalized terms used in this prospectus supplement
and not otherwise defined herein have the meanings specified in the
Prospectus.
This prospectus supplement is being filed to update, amend and
supplement the information included in the Prospectus with the
information contained in our Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on April 10,
2023 (except for the portion of the Current Report on Form 8-K
furnished pursuant to Item 7.01 thereof and the corresponding
exhibit thereto not filed with the SEC), which is set forth
below.
This prospectus supplement is not complete without the Prospectus.
This prospectus supplement should be read in conjunction with the
Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the
extent that the information in this prospectus supplement updates
or supersedes the information contained in the Prospectus. Please
keep this prospectus supplement with your Prospectus for future
reference.
Owlet, Inc.’s Class A common stock and warrants are listed on the
New York Stock Exchange under the symbols “OWLT” and “OWLT.WS,”
respectively. On April 6, 2023, the closing price of our Class A
common stock was $0.32 and the closing price of our warrants was
$0.04.
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 April
10,
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): April 4,
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
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84043
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(Address of principal executive offices) |
(Zip Code) |
(844) 334-5330
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A 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 Class A 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 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On April 4, 2023, Owlet, Inc. (the “Company”) received written
notice (the “NYSE Notification”) from the New York Stock Exchange
(the “NYSE”) that the Company is not in compliance with Section
802.01B of the NYSE Listed Company Manual because the average
global market capitalization of the Company over a consecutive 30
trading-day period and, at the same time, the Company’s last
reported stockholders’ equity were each less than $50
million.
The Company plans to notify the NYSE that it intends to submit a
plan to cure the deficiency and to return to compliance with the
NYSE continued listing standards. As required by NYSE, within 45
days of the Company’s receipt of the NYSE Notification, the Company
plans to submit a business plan advising the NYSE of the definitive
action(s) the Company has taken, or is taking, that would bring it
into compliance with NYSE continued listing standards within 18
months of receipt of the NYSE Notification (the “Cure Period”). The
NYSE will review the plan and, within 45 days of its receipt,
determine whether the Company has made a reasonable demonstration
of an ability to conform to the relevant standards in the Cure
Period.
The NYSE Notification has no immediate impact on the listing of the
Company’s Class A common stock. If the NYSE accepts the plan, the
Company’s Class A common stock will continue to be listed and
traded on the NYSE during the Cure Period, subject to the Company’s
compliance with the other continued listing standards of the NYSE
and continued periodic review by the NYSE of the Company’s progress
with respect to its plan. If the plan is not submitted on a timely
basis or is not accepted by the NYSE, the NYSE could initiate
delisting proceedings.
In addition, as previously disclosed in the Company’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on December 6, 2022, the Company received
written notice from the NYSE on November 29, 2022 (the “November
2022 Notice”) that it was not in compliance with Section 802.01C of
the NYSE Listed Company Manual because the average closing price of
the Company’s Class A common stock was less than $1.00 over a
consecutive 30 trading-day period. In connection with the November
2022 Notice, the Company notified the NYSE that it intends to cure
the stock price deficiency and to return to compliance with the
NYSE continued listing standard with respect to the deficiency
under Section 802.01C, including without limitation, by means of a
reverse stock split, subject to stockholder approval. The Company
is currently within the six-month cure period following receipt of
the November 2022 Notice.
Item 7.01 Regulation FD
Disclosure.
Notification. A copy of this press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
The information contained in, or incorporated into, this Item 7.01
of this Report, including Exhibit 99.1 attached hereto, is
furnished under Item 7.01 of Form 8-K and shall not be deemed
“filed” for the purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, and shall not
be deemed to be incorporated by reference into the filings of the
Company under the Securities Act or the Exchange Act regardless of
any general incorporation language in such filings.
This Report shall not be deemed an admission as to the materiality
of any information in this Report that is being disclosed pursuant
to Regulation FD.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains certain statements that
are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Reform Act”).
Forward-looking statements generally relate to future events, such
as the Company’s plan to notify the NYSE of its intent to cure the
continued listing requirement deficiencies and any potential plans
to cure the deficiencies. Forward-looking statements are based on
the Company’s expectations at the time such statements are made,
speak only as of the dates they are made and are susceptible to a
number of risks, uncertainties and other factors. For all such
forward-looking statements, the Company claims the protection of
the safe harbor for forward-looking statements contained in the
Reform Act. The Company’s actual results, performance or
achievements may differ materially from any future results,
performance or achievements expressed or implied by our
forward-looking statements.
Many important factors could affect the Company’s future results
and cause those results to differ materially from those expressed
in or implied by the Company’s forward-looking statements. Such
factors include, but are not limited to, the Company’s ability to
regain compliance with the continued listing standards of the NYSE
as set forth in Sections 802.01B and 802.01C of the NYSE Listed
Company Manual within the applicable cure period, the Company’s
ability to continue to comply with applicable listing standards of
the NYSE, and the other factors under the heading “Risk Factors” in
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, and in other filings that the Company has made
and may make with the SEC in the future. All of the
forward-looking
statements made in this Current Report on Form 8-K are qualified in
their entirety by the cautionary statements contained or referred
to above. Except as required by federal securities laws, the
Company assumes no obligation to update any forward-looking
statements after the date of this Current Report on Form 8-K,
whether as a result of new information, future events or
otherwise.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data file (the cover page XBRL tags are
embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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OWLET, INC. |
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Date: April 10, 2023 |
/s/ Kathryn R. Scolnick |
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Kathryn R. Scolnick |
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Chief Financial Officer |
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