Owlet Announces $9 Million Private Placement Financing
27 February 2024 - 12:30AM
Business Wire
Owlet, Inc. (NYSE: OWLT) (“Owlet” or the “Company”) announced
today, following recent FDA clearances and strong preliminary
fourth quarter results, that it has entered into definitive
documentation relating to a sale of shares of its newly issued
Series B convertible preferred stock (“Series B preferred stock”)
and warrants to purchase its Class A common stock (“common stock”)
in a private placement with certain institutional and other
accredited investors for gross proceeds to Owlet of approximately
$9 million, before deducting offering expenses. The conversion
ratio for the Series B preferred stock and exercise price for the
warrants reflects a 25% premium to the most recent market closing
price on February 23, 2024. The transaction, which involves
participation from existing investors, is expected to close on
February 28, 2024, subject to customary closing conditions.
Pursuant to the terms of the definitive agreements and the
closing of the private placement, Owlet will issue shares of Series
B preferred stock that are convertible into approximately 1.2
million shares of common stock. Each purchaser will also receive a
warrant to purchase 150% of the number of shares of common stock
into which their Series B preferred stock is convertible. The
warrants will have a per share exercise price of $7.7125 and will
be exercisable by the holder at any time on or after the issuance
date for a period of five years.
“As a pioneer of smart infant monitoring, Owlet has built
momentum on the back of our two new FDA clearances. This capital is
important in supporting that momentum,” said Kurt Workman,
Co-founder and CEO. “The Company now has a strong foundation with
our new medical devices, expanded distribution and a brand that
resonates with parents. I’m grateful for the investors who share
our vision and passion for improving pediatric health.”
Workman continued, “I’m proud of the team’s commitment to
operating towards achieving a profitable business. We ended the
year with over $16 million in cash and cash equivalents and this
well-timed capital supports the opportunities ahead for our
business as we globally commercialize our two new medical
devices.”
Additional details regarding the private placement will be
included in a Form 8-K to be filed by Owlet with the Securities and
Exchange Commission (“SEC”).
The securities to be issued in the private placement and the
underlying shares of common stock issuable upon conversion or
exercise of the Series B preferred stock or warrants have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or securities laws of any state or other
jurisdiction, and may not be resold absent registration under, or
exemption from registration under, the Securities Act. Owlet has
agreed to file a registration statement with the SEC registering
the resale of the shares of common stock underlying the Series B
preferred stock and warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains certain statements that are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Reform Act”),
including statements regarding the Company’s estimated financial
results for the fourth quarter ended December 31, 2023, the closing
of the private placement, use of proceeds from the private
placement and Owlet’s potential for long-term growth. Generally,
forward-looking statements include the words “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, risks and uncertainties related to financial results,
including risks related to the private placement and the expected
timing of closing reported herein, reflect information available to
the Company only as of the date of this press release, as well as
those set forth in the Company’s other releases, public statements
and/or filings with the U.S. Securities and Exchange Commission,
including those identified in the “Risk Factors” sections of the
Company’s Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q. All future written and oral 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, Owlet operates
in an evolving environment. In addition to the factors described
above, 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 us. Except as required by
federal securities laws, the Company assumes no obligation to
update any forward-looking statements after the date of this
release as a result of new information, future events or otherwise,
although we may do so from time to time. The Company does not
endorse any projections regarding future performance, results or
events that may be made by third parties.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240226945926/en/
Investor Contacts:
Mike Cavanaugh ICR Westwicke Phone: +1.617.877.9641
mike.cavanaugh@westwicke.com
Media Contacts: pr@owletcare.com
owlet@diffusionpr.com
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