OWLT 10-K Annual Report Dec. 31, 2023 | Alphaminr
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OWLT 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
CIK: 1816708
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1816708/000162828024019069/owlt-20231231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Description Of Business and Basis Of PresentationNote 2. Summary Of Significant Accounting Policies and Recent Accounting GuidanceNote 3. Certain Balance Sheet AccountsNote 4. LeasesNote 5. Deferred RevenuesNote 6. Long-term Debt and Other Financing ArrangementsNote 7. Commitments and ContingenciesNote 8. Share-based CompensationNote 9. Convertible Preferred Stock, Warrants, and Earnout SharesNote 10. Fair Value MeasurementsNote 11. Income TaxesNote 12. Net Loss Per Share Attributable To Common StockholdersNote 13. SegmentsNote 14. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Merger Agreement, dated as of February 15, 2021, by and among the Registrant, Project Olympus Merger Sub, Inc. and Owlet Baby Care Inc. 8-K 001-39516 2.1 2/16/2021 3.1* SecondAmended and Restated Certificate of Incorporation of Owlet, Inc. 3.2 Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation 8-K 001-39516 3.1 7/7/2023 3.3 Certificate of Designation of Series A Convertible Preferred Stock of Owlet, Inc. 8-K 001-39516 3.1 2/21/2023 3.4 Certificate of Designation of Series B Convertible Preferred Stock of Owlet, Inc. 8-K 001-39516 3.1 3/4/2024 4.1 Warrant Agreement, dated September 14, 2020, between Sandbridge Acquisition Corp. and Continental Stock Transfer & Trust Company. 8-K 001-39516 4.1 9/18/2020 4.2 Specimen Warrant Certificate. S-1 333-24832 4.4 9/1/2020 4.3 Form of Warrant to PurchaseShares of Class ACommon Stock. 8-K 001-39516 4.1 2/21/2023 4.4 Form of Warrant to Purchase Shares of Class A Common Stock. 8-K 001-39516 4.1 2/26/2024 4.5 Amended and Restated Warrant to Purchase Shares of Class A Common Stock, dated February 25, 2024, by and between Owlet, Inc. and Eclipse Early Growth Fund I, L.P. 8-K 001-39516 4.2 2/26/2024 4.6* Description of Securities Registered Pursuant to Section 12 of the Exchange Act. 10.1# Third Amended and Restated Loan and Security Agreement, dated November 23, 2022, between Silicon Valley Bank, as bank lender, and Owlet, Inc. and its subsidiary, Owlet Baby Care, Inc., as borrowers. 8-K 001-39516 99.1 11/30/2022 10.1(a)# Default Waiver and Eleventh Amendment to Second Amended and Restated Loan and Security Agreement, dated as of August 10, 2022, by and between Owlet Baby Care, Inc. and Silicon Valley Bank 10-Q 001-39516 10.9 8/15/2022 10.2+ Owlet, Inc. 2021 Incentive Award Plan. 8-K 001-39516 10.5 7/21/2021 10.2(a)+ Form of Owlet, Inc. 2021 Incentive Award Plan Stock Option Grant Notice. S-8 333-259663 99.1(a) 9/20/2021 10.2(b)+ Form of Owlet, Inc. 2021 Incentive Award Plan Restricted Stock Unit Award Grant Notice. S-8 333-259663 99.1(b) 9/20/2021 10.3+ Owlet, Inc. 2021 Employee Stock Purchase Plan. 8-K 001-39516 10.6 7/21/2021 10.4+ Owlet Baby Care Inc. 2014 Equity Incentive Plan. 8-K 001-39516 10.7 7/21/2021 10.4(a)+ Form of Owlet Baby Care Inc. Stock Option Grant Notice under the 2014 Equity Incentive Plan. 8-K 001-39516 10.7(a) 7/21/2021 10.4(b)+ Form of Restricted Stock Grant Agreement Award Notice under the 2014 Equity Incentive Plan. S-4 333-254888 10.7(b) 3/31/2021 10.4(c)+ Form of Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Plan. S-4 333-254888 10.7(c) 3/31/2021 10.5+ Form of Indemnification Agreement. S-4 333-254888 10.16 5/28/2021 10.6+ Amended and Restated Offer of Employment Letter, dated as of March 29, 2021, by and between Owlet, Inc. and Kurt Workman. S-4 333-254888 10.9 3/31/2021 10.7+ Offer of Employment Letter, dated as of March 3, 2021, by and between Owlet, Inc. and Kate Scolnick. S-4 333-254888 10.10 3/31/2021 10.8 Amended and Restated Registration Rights Agreement, by and among Owlet, Inc. and the holders party thereto. 8-K 001-39516 10.2 7/21/2021 10.9 Form of Subscription Agreement. 8-K 001-39516 10.1 2/16/2021 10.10 Sponsor Letter Agreement, dated as of February 15, 2021, by and among Sandbridge Acquisition Holdings, LLC, certain initial stockholders of Sandbridge and Owlet, Inc. 8-K 001-39516 10.2 2/16/2021 10.11 Amended and Restated Stockholders Agreement, dated February 17, 2023, by and among Owlet, Inc., Eclipse Ventures Fund, L.P., Eclipse Continuity Fund I, L.P. and Eclipse Early Growth Fund I, L.P. 8-K 001-39516 10.3 2/21/2023 10.12 Investment Agreement, dated February 17, 2023, by and among Owlet, Inc. and the investors listed on Schedule I thereto (Institutional Accounts). 8-K 001-39516 10.1 2/21/2023 10.13 Investment Agreement, dated February 17, 2023, by and among Owlet, Inc. and the investors listed on Schedule I thereto (Excluded Investors). 8-K 001-39516 10.2 2/21/2023 10.14 First Amendment to the Third Amended and Restated Loan and Security Agreement, dated March 27, 2023, between Silicon Valley Bank, as bank lender, and Owlet, Inc. and its subsidiary, Owlet Baby Care, Inc., as borrowers. 8-K 001-39516 10.1 3/31/2023 10.15# Second Amendment to the Third Amended and Restated Loan and Security Agreement, dated August 10, 2023, between Silicon Valley Bank, as bank lender, and Owlet, Inc. and its subsidiary, Owlet Baby Care, Inc., as borrowers. 10-Q 001-39516 10.3 11/14/2023 10.16# Waiver and Third Amendment to the Third Amended and Restated Loan and Security Agreement, dated November 13, 2023, between Silicon Valley Bank, as bank lender, and Owlet, Inc. and its subsidiary, Owlet Baby Care, Inc., as borrowers. 10-Q 001-39516 10.5 11/14/2023 10.17*# Waiver and Fourth Amendment to the Third Amended and Restated Loan and Security Agreement, dated March 8, 2024, between Silicon Valley Bank, as bank lender, and Owlet, Inc. and its subsidiary, Owlet Baby Care, Inc., as borrowers. 10.18+ Owlet, Inc. Executive Change in Control Severance Plan 10-Q 001-39516 10.5 8/14/2023 10.19+ Owlet, Inc. Non-Employee Director Compensation Program. 10-Q 001-39516 10.1 11/14/2023 10.20+ Offer of Employment Letter, dated as of July 21, 2023, by and between Owlet, Inc. and Jonathan Harris. 10-Q 001-39516 10.2 11/14/2023 10.21 Investment Agreement, dated February 25, 2024, by and among Owlet, Inc. and the investors listed on Schedule I thereto (Series B Convertible Preferred Stock) 8-K 001-39516 10.1 2/26/2024 21.1* List of Subsidiaries of Owlet, Inc. 23.1* Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Policy Relating to Recovery of Erroneously Awarded Compensation