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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 11, 2023
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OWLET, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-39516 | | 85-1615012 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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. On July 5, 2023, the NYSE filed a Form 25 with the Securities and Exchange Commission to delist the warrants.
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 7.01. Regulation FD Disclosure.
On July 11, 2023, Owlet, Inc. (the “Company”) issued a press release announcing that the New York Stock Exchange (“NYSE”) has accepted the Company’s business plan to regain compliance with the NYSE continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual. A copy of the 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | | Description |
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99.1 | | |
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104 | | 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: July 11, 2023 | By: | /s/ Kathryn R. Scolnick |
| Name: | Kathryn R. Scolnick |
| Title: | Chief Financial Officer |