Form 8-K - Current report

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): June 23, 2023

____________________________

OWLET, INC.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-39516

85-1615012

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)


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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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:

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

*On June 15, 2023, Owlet, Inc. (the "Company") was notified by the New York Stock Exchange ("NYSE") that the NYSE had halted trading in the Company’s warrants due to the low trading price of the warrants and that the NYSE will apply to

the Securities and Exchange Commission to delist the warrants pending completion of applicable procedures. The Company does not intend to appeal the NYSE’s determination.

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 23, 2023, Owlet, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023, as supplemented with additional soliciting material filed with the SEC on June 9, 2023. The final voting results for each proposal considered and voted upon at the Annual Meeting, as certified by the Company’s inspector of election, are set forth below.

Proposal No. 1 — Election of Directors

The stockholders elected each of the two nominees for Class II director to serve on the Company’s Board of Directors (the “Board”) until the 2026 annual meeting of stockholders and until his successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Voting results for the nominees were as follows:


Nominee	For	Withhold	Broker Non-Votes
Jayson Knafel	95,983,716	996,047	9,248,324
Kurt Workman	92,621,270	4,358,493	9,248,324

Proposal No. 2 — Reverse Stock Split Proposal

The stockholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and unissued authorized shares of the Company’s preferred stock, par value $0.0001 per share. The voting results for this proposal were as follows:


For	Against	Abstentions	Broker Non-Votes
105,430,713	730,141	67,233	—

Proposal No. 3 — Eclipse Ownership Proposal

The stockholders approved, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share, and exercise of warrants issued and sold to Eclipse Ventures LLC. The voting results for this proposal were as follows:


For	Against	Abstentions	Broker Non-Votes
77,266,819	1,138,253	297,916	9,248,324

Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results for this proposal were as follows:


For	Against	Abstentions	Broker Non-Votes
102,388,226	3,618,058	221,803	—

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.


	Owlet, Inc.

Date: June 28, 2023	By:	/s/ Kathryn R. Scolnick
	Name:	Kathryn R. Scolnick
	Title:	Chief Financial Officer

Cover	Jun. 23, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 23, 2023
Entity Registrant Name	OWLET, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39516
Entity Tax Identification Number	85-1615012
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Lehi
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84043
City Area Code	844
Local Phone Number	334-5330
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001816708
Amendment Flag	false
Entity Address, Address Line One	3300 North Ashton Boulevard
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	OWLT
Security Exchange Name	NYSE
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	OWLT WS
Security Exchange Name	NYSE