Owlet, Inc. Announces 1-For-14 Reverse Stock Split Will Become Effective
July 07 2023 - 10:15AM
Business Wire
The Company’s Class A common stock will
begin trading on a split-adjusted basis on July 10, 2023
Owlet, Inc. (NYSE: OWLT) (“Owlet” or the “Company”) today
announced that the previously announced 1-for-14 reverse stock
split (“Reverse Split”) of its Class A common stock, $0.0001 par
value per share (“Common Stock”), will become effective at 5:00
p.m. EDT today, July 7, 2023. The shares of the Company’s Common
Stock will begin trading on the New York Stock Exchange (“NYSE”) on
a split-adjusted basis when markets open on Monday, July 10, 2023
under the existing trading symbol “OWLT” and new CUSIP number:
69120X206.
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 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.
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 and expectations with respect to the Company’s compliance
with the minimum average closing price required for continued
listing on the NYSE. 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:
+1.617.877.9641 mike.cavanaugh@westwicke.com
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