8-K

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 18, 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.

On July 18, 2023 the Board of Directors (the “Board”) of Owlet, Inc. (the “Company”) appointed Melissa Gonzales to serve as a Class I director of the Board, effective July 18, 2023, for a term expiring at the Company’s 2025 annual meeting of stockholders and until her successor has been elected and qualified or until her earlier death, resignation or removal. There are no committees of the Board on which Ms. Gonzales is currently contemplated to serve.

Ms. Gonzales has served as the President, Women’s health, at Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company, since May 2021. Prior to joining Myriad, Ms. Gonzales held several senior leadership and executive positions with Medela LLC and affiliated entities starting in 2008, including most recently as Executive Vice President, Americas, from January 2019 to May 2021, Executive Vice President, North America from August 2018 to December 2018, and Executive Vice President, Global Business Unit Human Milk from January 2018 to August 2018. Earlier in her career, she led commercial teams at Align Technology and Smith & Nephew. Ms. Gonzales has also served as Board Chair, March of Dimes, Chicago, since January 2021. Ms. Gonzales holds a Bachelor of Science in Nursing from the University of Illinois Chicago, and a Master of Business Administration from the Keller Graduate School of Management of DeVry University.

There are no transactions between Ms. Gonzales and the Company that would be reportable under Item 404(a) of Regulation S-K.

In connection with her service as a non-employee director, Ms. Gonzales is eligible to receive compensation under the Company’s Non-Employee Director Compensation Program, which was adopted by the Board as of July 18, 2023 under the Company’s 2021 Incentive Award Plan (the “Plan”) and provides for: (i) an annual cash retainer of $50,000 for serving on the Board, payable quarterly in arrears, which Ms. Gonzales may elect to receive in the form of fully vested restricted stock units (“RSUs”) granted under the Plan on the date the cash retainer would otherwise be paid, with the number of such RSUs calculated by rounding down, to the nearest whole number, the quotient of (a) the portion of the cash retainer elected to be received in the form of RSUs divided by (b) the 30 trading day average closing price of a share of the Company’s Class A Common Stock (the “Common Stock”) as of the fifth business day following the end of the applicable calendar quarter; (ii) an initial grant on the effective date of Ms. Gonzales’s appointment to the Board, comprised of that number of RSUs calculated by rounding down, to the nearest whole number, the quotient of (a) the product of (1) $150,000 multiplied by (2) a fraction, the numerator of which is the number of days remaining until the first anniversary of the annual meeting of the Company’s stockholders that immediately preceded Ms. Gonzales’s appointment, and the denominator of which is 365, divided by (b) the 30 trading day average closing price of a share of Common Stock as of the date of her appointment (the “Initial Grant”); (iii) an annual grant on the date of the Company’s annual meeting of stockholders, comprised of that number of RSUs calculated rounding down, to the nearest whole number, the quotient of (a) $150,000 divided by (b) the 30 trading day average closing price of a share of Common Stock as of the date of such annual meeting of the Company’s stockholders (the “Annual Grant”); (iv) the vesting in full of the Initial Grant and Annual Grants on the earlier of (1) the first anniversary of the applicable grant date, and (2) immediately prior to the next annual meeting of stockholders of the Company following such grant date, subject to Ms. Gonzales’s continued service through the applicable vesting date; and (v) the accelerated vesting of all outstanding RSUs and other equity awards upon a change in control of the Company.

The Company also expects Ms. Gonzales to enter into the Company’s standard indemnification agreement for directors and officers.

Item 7.01. Regulation FD Disclosure.

A copy of the press release, dated July 19, 2023, announcing the appointment of Ms. Gonzales to the Board, 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 19, 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

EX-99.1

Exhibit 99.1

Owlet Appoints Healthcare Executive Melissa Gonzales to Board of Directors

LEHI, Utah--(BUSINESS WIRE)--Owlet, Inc. (NYSE: OWLT, “the Company”), the pioneer of smart baby monitoring, is pleased to announce the addition of Melissa Gonzales to the Company’s Board of Directors. Gonzales brings more than 20 years of consumer and provider healthcare experience to Owlet, further advancing the Company as a leader in infant monitoring solutions.

“Owlet’s growth proposition to facilitate change in health equity through its innovation in connected digital monitoring is extremely exciting,” said Melissa Gonzales. “Creating meaningful momentum and impact within these trends is important to me personally and professionally and I am looking forward to contributing my experience towards supporting Owlet’s growth objectives.”

In her current role as President, Women’s Health at Myriad Genetics, Inc. Gonzales is responsible for serving consumers, patients and healthcare providers with genetic screens and tests that help women assess their risk of hereditary cancer and provide vital insights during pregnancy or when planning a family. She is the Board Chair for March of Dimes, Chicago, a non-profit organization dedicated to improving maternal and infant health in the U.S.

Prior to her role at Myriad, Gonzales was the Executive Vice President, Americas at Medela LLC, a global leader in breast pumps and medical solutions that supports millions of new moms and babies. During her 11 years with Medela, she helped position that company as the most trusted breast pump brand in North America. Earlier in her career, Gonzales led commercial teams at Align Technology and Smith & Nephew.

“As an expert with global consumer healthcare experience, Melissa brings tremendous market knowledge to our Board, especially as Owlet prepares to expand our product offerings to serve parents and their infants with our BabySatTM product, our first FDA-cleared medical pulse oximetry device, for the home,” said Kurt Workman, Owlet CEO and Co-Founder. “Melissa’s demonstrated passion and advocacy for women and families are values that are tightly aligned with Owlet’s mission and vision. We are thrilled to welcome Melissa to our Board and look forward to benefiting from her contributions.”

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 U.S. Food and Drug Administration 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 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, 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

XML

Cover	Jul. 18, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 18, 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