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): July 31, 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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President and Chief Revenue Officer

On July 25, 2023, Owlet, Inc. (the “Company”) announced the appointment of Jonathan Harris as President and Chief Revenue Officer of the Company, effective July 25, 2023 (the “Commencement Date”). Kurt Workman, who was serving as President and Chief Executive Officer, will continue to serve as the Company’s Chief Executive Officer.

Mr. Harris, age 58, has more than 30 years of experience in management and advisory roles in hardware and software companies. From May 2021 to January 2023, Mr. Harris served in various positions at Molekule Group, Inc. (“Molekule”), formerly AeroClean Technologies, Inc. (“AeroClean”), an air purification technology company, and Molekule, Inc., which with AeroClean in January 2023 with AeroClean to form Molekule, most recently as Molekule’s Chief Commercial Officer prior to his departure in January 2023. Mr. Harris also served as Chief Marketing & Product Development Officer of AeroClean from October 2022 to January 2023, and from May 2021 to October 2022 served as Chief Executive Officer of Molekule, Inc. Previously, Mr. Harris served as the Chief Executive Officer and Co-Founder of KAMU Labs, Inc., a wellness company, from June 2019 to March 2022, and as a strategic advisor at reMarkable, a tablet company, from February 2019 to August 2022. Prior to joining reMarkable, Mr. Harris served as the President of Aura Frames, a digital picture frame company, from September 2017 to January 2019, and as Senior Vice President of Intergalactic Sales & Field Marketing at GoPro, Inc., a technology company, from June 2010 to April 2017. Mr. Harris holds a Bachelor of Arts degree in Marketing from Southern Methodist University.

Mr. Harris was not appointed as President and Chief Revenue Officer of the Company pursuant to any arrangement or understanding between him and any other person. There are no family relationships that exist between Mr. Harris and any directors or executive officers of the Company. In addition, Mr. Harris is not a party to any related party transaction reportable under Item 404(a) of Regulation S-K.

Employment Agreement

In connection with the foregoing, on July 25, 2023, Mr. Harris and the Company entered into an Employment Agreement (the “Employment Agreement”). Under the Employment Agreement, Mr. Harris will receive an annual base salary of $375,000 and will be eligible to receive an annual cash bonus with a target value of 50% of his base salary. The Employment Agreement also provides for an initial grant of restricted share units (“RSUs”), separated into two tranches, with the first tranche, with an aggregate value of $600,000, granted on the Commencement Date, and the second tranche, with an aggregate value of $400,000, granted on the 6 month anniversary of the Commencement date, provided that Mr. Harris remaining employed by the Company on such date (collectively, the “Initial Award”). Each tranche of the Initial Award is scheduled to vest over three years, with the first 25% vesting on the one month anniversary of the respective grant date, and in equal quarterly installments thereafter, .provided that Mr. Harris remains employed by the Company on the applicable vesting date. Mr. Harris will also be eligible to participate in a severance and/or change of control policy, if and at such time as adopted by the Company.

The foregoing is a summary description of certain terms of the Employment Agreement and the award agreements for the Initial Award and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Employment Agreement and the award agreements for the Initial Award, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.

Item 7.01. Regulation FD Disclosure.

A copy of the press release, dated July 26, 2023, announcing the appointment of Mr. Harris as President and Chief Revenue Officer, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 furnished hereunder, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01, including Exhibit 99.1 furnished hereunder, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated July 2 6 , 2023.

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.


	Owlet, Inc.

Date: July 21, 2023	By:	/s/ Kathryn R. Scolnick
	Name:	Kathryn R. Scolnick
	Title:	Chief Financial Officer

Exhibit 99.1

Owlet Appoints Healthcare Executive Melissa Gonzales to Board of Directors

LEHI, Utah--(BUSINESS WIRE)--Owlet, Inc. (“Owlet” or the “Company”) (NYSE: OWLT), a pioneer of smart baby monitoring, today announces the appointment of executive Jonathan Harris as its new President and Chief Revenue Officer. Harris joins Owlet at a pivotal time in its business – one month after receiving clearance from the U.S. Food and Drug Administration (“FDA”) of BabySat™, the first medical pulse-oximetry device featuring Owlet’s advanced, wire-free sock design.

With a proven track record in leading go-to-market strategies for some of the world’s top brands including Microsoft, Roku, GoPro, and Jawbone, Harris brings more than 30 years of experience to Owlet. Harris scaled GoPro from $19 Million to more than $1.5 Billion in revenue globally and helped lead the company through its initial public offering (IPO). More recently he was Chief Executive Officer of Molekule, Inc., where he led the restructuring of its business and merger with AeroClean Technologies, Inc. to form Molekule Group, Inc. (NASDAQ: MKUL), a publicly traded company focused on FDA-cleared air purification systems.

"Owlet has a unique history of putting parents in control of their baby’s well-being and is now starting an incredible new chapter with the upcoming launch of their first FDA-cleared monitoring system,” said Harris. “Our mutual vision is to build on the company's legacy of being a brand loved and trusted by millions of parents while evolving what at-home care can actually look like. I am excited to guide Owlet into its next phase of growth and expansion of both its consumer and medical product lines.”

Harris will work alongside Owlet Chief Executive Officer and Co-Founder Kurt Workman and the executive team to accelerate the company’s go-to-market strategies, scale the amazing Owlet community, and build out Owlet’s medical device distribution channels.

"We're thrilled to welcome Jonathan to the Owlet team. His experience leading and building global brands while remaining focused on core relationships with consumers and retail partners will be a key asset to our team. We’ve made incredible progress this year with our FDA clearance and our path to profitability, and Jonathan’s background will help us further amplify these efforts,” said Workman.

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 Company’s growth prospects, expanded product offerings and the impacts of new leadership. 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, (i) the regulatory pathway for Owlet’s products, including submissions to, actions taken by and decisions and responses from regulators, such as the FDA and similar regulators outside of the United States, as well as Owlet’s ability to obtain and maintain regulatory approval or certification for our products and other regulatory requirements and legal proceedings; (ii) Owlet’s competition and the Company’s ability to profitably grow and manage growth; (iii) the Company’s ability to enhance future operating and financial results or obtain additional financing to continue as a going concern; (iv) Owlet’s ability to obtain additional financing in the future, as well risks associated with the Company’s current loan and debt agreements, including compliance with debt covenants, restrictions on the Company’s access to capital, the impact of the Company’s overall debt levels and the Company’s ability to generate sufficient future cash flows to meet Owlet’s debt service obligations and operate Owlet’s business; (v) the ability of Owlet to implement strategic initiatives, reduce costs, grow revenues, develop and launch new products, innovate and enhance existing products, meet customer demands and adapt to changes in consumer preferences and retail trends; (vi) Owlet’s ability to acquire, defend and protect its intellectual property and satisfy regulatory requirements, including but not limited to requirements concerning privacy and data protection, breaches and loss, as well as other risks associated with Owlet’s digital platforms and technologies; (vii) Owlet’s ability to maintain relationships with customers, manufacturers and suppliers and retain Owlet’s management and key employees; (viii) Owlet’s ability to upgrade and maintain its information technology systems; (ix) changes in applicable laws or regulations; (x) the impact of and disruption to Owlet’s business, financial condition, operations, supply chain and logistics due to economic and other conditions beyond the Company’s control, such as health epidemics or pandemics, macro-economic uncertainties, social unrest, hostilities, natural disasters or other catastrophic events; (xi) the possibility that Owlet may be adversely affected by other economic, business, regulatory, competitive or other factors, such as changes in discretionary consumer spending and consumer preferences; and (xii) other risks and uncertainties set forth in the Company’s other releases, public statements and filings with the U.S. Securities and Exchange Commission (“SEC”), 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.

Contacts

Investors and Media

Mike Cavanaugh

Westwicke/ICR

Phone: +1.617.877.9641

mike.cavanaugh@westwicke.com

Cover	Jul. 25, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 31, 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