Owlet : Modification to Rights of Security Holders - Form 8-K
March 04, 2024 at 07:41 am EST
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Item 3.03 Material Modification to Rights of Security Holders.
As previously announced, the Company entered into an Investment Agreement dated February 25, 2024 (the "Investment Agreement"), by and among Owlet, Inc. (the "Company") and the Investors listed on Schedule 1 thereto (the "Investors"). Pursuant to the terms of the Investment Agreement, on February 29, 2024 (the "Closing Date"), the Company sold to the Investors an aggregate of 9,250 shares (the "Preferred Shares") of the Company's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") and (ii) warrants, dated as of the Closing Date (the "Warrants") to purchase an aggregate of 1,799,021 shares of the Company's Class A Common Stock, par value $0.0001 per share, for an aggregate purchase price of $9.25 million (collectively, the "Private Placement").The terms of the Preferred Shares and the Warrants are summarized in the Current Report on Form 8-K filed by the Company on February 26, 2024.
In connection with the completion of the Private Placement, on the Closing Date, the Company filed the Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation") of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference, with the Secretary of State of the State of Delaware to establish the terms, rights, obligations and preferences of the Series B Preferred Stock. The Certificate of Designation became effective upon the filing with the Secretary of State of the State of Delaware on the Closing Date. The foregoing summary of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the summary of the material terms of the Series B Preferred Stock included in the Company's Current Report on Form 8-K filed on February 26, 2024 and the full text of the Certificate of Designation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Owlet, Inc. operates as a digital parenting platform company. The Company's platform focuses on giving real-time data and insights to parents. Its products include Owlet Dream Sock, an app to assist children with better sleep; Owlet Cam, a video streaming app to hear and see the baby from anywhere, and Owlet Monitor Duo. The Company offers sock monitor offerings, which include Smart Sock and Dream Sock and Dream Sock Plus. Its Cam offerings include Cam 1 and Cam 2. Its Monitor Duo and Dream Duo offer Sock Monitor offerings paired with the Owlet Cam offerings, combining the intelligence of its Sock Monitor offerings with high-definition video, offering parents the most complete picture of their babyâs sleep. Its accessories product line includes the Owlet Sleeper, a wearable rayon blanket that encourages safe sleep, best for babies ages three-six months old, and an Owlet Sock Travel Case.
OWLET, INC. 
