Owlet, Inc. Announces Reverse Stock Split
June 27 2023 - 7:30AM
Business Wire
Owlet, Inc. (NYSE: OWLT) (“Owlet” or the “Company”),
today announced that its Board of Directors (the “Board”) has
approved a 1-for-14 reverse stock split (“Reverse Split”) of its
Class A common stock, $0.0001 par value per share (“Common Stock”),
that is expected to become effective on July 7, 2023 at 5:00 p.m.
EDT. The shares of the Company’s Common Stock are expected to begin
trading on the New York Stock Exchange (“NYSE”) on a split-adjusted
basis at the market open on July 10, 2023. No change will be made
to the trading symbol for the Company’s shares of Common Stock,
“OWLT” in connection with the Reverse Split.
The Company expects that the Reverse Split will allow the
Company to regain compliance with the $1.00 minimum average closing
price requirement of the NYSE. The new CUSIP number for the Common
Stock following the Reverse Split will be 69120X206.
At the Company’s annual meeting of stockholders held on June 23,
2023, the Company’s stockholders approved the proposal to authorize
the Board, in its sole and absolute discretion, to effect the
Reverse Split at a ratio to be determined by the Board, ranging
from 1-for-10 to 1-for-20 and to reduce the authorized number of
shares of Common Stock and the authorized and unissued shares of
the Company’s preferred stock. On June 26, 2023, the Board approved
the Reverse Split at a ratio of 1-for-14.
The Reverse Split will reduce the number of issued and
outstanding shares of Common Stock from approximately 118,078,000
to approximately 8,434,142. The number of authorized shares of
Common Stock will be reduced from 1,000,000,000 shares to
107,142,857 shares, which reflects a reduction to 1.5 times the
current number of authorized shares of Common Stock, divided by the
Reverse Split ratio. The 30,000 shares of Series A convertible
preferred stock currently issued and outstanding will not be
reduced by the Reverse Split, but the rate at which these shares
are convertible into Common Stock will be adjusted in accordance
with the Certificate of Designation for the Series A convertible
preferred stock. The Reverse Split will also reduce the number of
authorized but unissued shares of preferred stock from 99,970,000
shares to 10,711,071 shares, which reflects a reduction to 1.5
times the current number of authorized but unissued shares of
preferred stock, divided by the Reverse Split ratio. All other
outstanding options, warrants, and other securities entitling their
holders to purchase or otherwise receive shares of Common Stock
will be adjusted as a result of the Reverse Split, as required by
the terms of each security. The number of shares available to be
awarded under the Company’s equity incentive plans will also be
appropriately adjusted. Following the Reverse Split, the par value
of the Common Stock will remain unchanged at $0.0001 par value per
share. No fractional shares will be issued in connection with the
Reverse Split, and stockholders who would otherwise be entitled to
receive a fractional share will instead receive a cash payment
equal to the fraction of a share of Common Stock in lieu of such
fractional share.
"While this reverse stock split is primarily driven by technical
compliance to the NYSE minimum stock price requirement, the core of
the business continues to get healthier. We're optimistic about the
progress we're making towards improving margin, channel health and
reaching profitability. Following last week's announcement of our
first FDA clearance we're excited about the future of this category
and the expanded access and adoption that regulatory approvals will
give to parents around the world,” states Kurt Workman, Owlet’s CEO
and Co-Founder.
Additional information regarding the Reverse Split is available
in the Company’s definitive proxy statement originally filed with
the U.S. Securities and Exchange Commission (SEC) on May 12,
2023.
About Owlet, Inc.
Owlet was founded by a team of parents in 2012. Owlet’s mission
is to empower parents with the right information at the right time,
to give them more peace of mind and help them find more joy in the
journey of parenting. Owlet’s digital parenting platform aims to
give parents real-time data and insights to help parents feel
calmer and more confident. Owlet believes that every parent
deserves peace of mind and the opportunity to feel their
well-rested best. Owlet also believes that every child deserves to
live a long, happy, and healthy life, and is working to develop
products to help further that belief. To learn more, visit
www.owletcare.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
(the “Reform Act”). All statements contained in this press release
that do not relate to matters of historical fact should be
considered forward-looking statements, including, without
limitation, statements regarding the Reverse Split and the timing
thereof, expectations with respect to the Company’s compliance with
the minimum average closing price required for continued listing on
the NYSE and the Company’s progress towards improving margin,
channel health and reaching profitability. In some cases, you can
identify forward-looking statements by terms such as “estimate,”
“may,” “believes,” “plans,” “expects,” “anticipates,” “intends,”
“goal,” “potential,” “upcoming,” “outlook,” “guidance,” the
negation thereof, or similar expressions, although not all
forward-looking statements contain these identifying words.
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, market
conditions and their impact on the trading price of our common
stock and other risks and uncertainties set forth in the Company’s
other releases, public statements and filings with the U.S.
Securities and Exchange Commission, including those identified in
the “Risk Factors” section of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022, as updated in the
Company’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2023 and as any such factors may be updated from
time to time in the Company’s other filings with the SEC. All such
forward-looking statements attributable to the Company or any
person acting on the Company’s behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to above. Moreover, the Company operates in an evolving
environment. New risk factors and uncertainties may emerge from
time to time, and factors that the Company currently deems
immaterial may become material, and it is impossible for the
Company to predict such events or how they may affect Owlet. Except
as required by law, the Company assumes no obligation to update any
forward-looking statements after the date of this press release,
whether because of new information, future events or otherwise,
although Owlet may do so from time to time. The Company does not
endorse any projections regarding future performance that may be
made by third parties.
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Investors and Media Mike Cavanaugh Westwicke/ICR Phone:
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