Owlet(US:OWLT)2025-11-13 21:17Offering Details - The Company is offering a total of 4,196,000 shares of Class A common stock, with an additional option for underwriters to purchase up to 629,400 shares[2]. - The proposed offering of the shares may be made pursuant to General Instruction I.B.1 of Form S-3[11]. - The Offering is expected to commence as soon as the Representatives deem advisable after the execution of the Underwriting Agreement[2]. - The Company has granted an option to Underwriters to purchase up to an additional 629,400 shares of Common Stock[99]. - The company is selling 4,196,000 shares of Common Stock at an initial public offering price of $7.15 per share[177]. - The total number of shares to be sold, including the option shares, is 4,825,400[179]. - The underwriters have been granted an option to purchase an additional 629,400 shares of Common Stock[179]. - The underwriters' discount per share is $0.46475[177]. - William Blair & Company, L.L.C. will purchase 2,194,508 shares, while TD Securities (USA) LLC will purchase 1,670,008 shares[177]. Regulatory Compliance - The registration statement for the public offering was declared effective on August 23, 2024[4]. - The Company has complied with all requests from the Securities and Exchange Commission for additional information[12]. - No stop order suspending the effectiveness of the registration statement has been issued by the Commission[12]. - The Company meets the requirements for use of Form S-3 under the 1933 Act[11]. - The Company has not engaged in any Testing-the-Waters Communication without the consent of the Representatives[20]. - The Company has prepared and will file a final prospectus supplement relating to the shares in accordance with Rule 424(b)[4]. - The Company has filed all required SEC reports on a timely basis, and these reports complied with the applicable requirements[25]. - The Company has maintained compliance with the Sarbanes-Oxley Act in all material respects[28]. - The Company is classified as an "emerging growth company" as defined in Section 2(a) of the 1933 Act[23]. - The Company will comply with the requirements of the 1933 Act and the 1934 Act to permit the completion of the distribution of the Shares[104]. Financial Position - The financial statements comply with Regulation S-X and present fairly the financial position of the Company and its consolidated subsidiaries[27]. - There has been no material adverse change in the Company's business or financial position since the last reporting period[30]. - The Company has not entered into any material transactions or incurred any significant liabilities since the last reporting period[30]. - The Company has not sustained any material losses or business interferences from external calamities or disputes[30]. - The Company must provide a comfort letter from PricewaterhouseCoopers LLP regarding financial statements at the time of execution and at Closing Time[127][128]. - The principal financial officer provided a certificate confirming the accuracy of financial data in the Registration Statement[134]. Legal and Regulatory Matters - The Company and its Subsidiaries are not in violation of any laws or regulations that would result in a Material Adverse Effect[41]. - There are no labor disputes or significant unfair labor practice complaints pending against the Company or its Subsidiaries[43]. - The Company possesses all necessary Governmental Licenses to conduct its business, and they are in compliance with all terms and conditions[47]. - The Company has been in compliance with all FDA regulations and has not received any adverse findings from the FDA[53]. - The Company has maintained compliance with all applicable FDA Laws and has not received any notices of action from the FDA that would result in a Material Adverse Effect[54]. - The Company has all necessary permits and is in compliance with Environmental Laws, with no pending actions or claims against it[60]. - The Company has conducted its business in compliance with the Foreign Corrupt Practices Act and has instituted policies to ensure continued compliance[67]. - The Company has maintained compliance with all applicable privacy, data security, and data protection laws, including the California Consumer Privacy Act and the EU General Data Protection Regulation[73]. Internal Controls and Insurance - The Company maintains effective internal control over financial reporting and has not experienced any material weaknesses in its internal controls[61]. - All required tax returns have been filed, and taxes due have been paid, with adequate reserves established for any contested assessments[63]. - The Company carries insurance with reputable insurers, and there is no reason to believe it will not be able to renew its coverage[64]. Indemnification and Agreements - The Company agrees to indemnify Underwriters against any losses arising from untrue statements or omissions in the Registration Statement[141]. - Each Underwriter agrees to indemnify the Company against losses related to untrue statements or omissions made in reliance on Underwriter Information[143]. - The indemnification agreement includes coverage for expenses incurred in investigating or defending against claims[146]. - The Company and Underwriters agree on the proportional allocation of losses based on the net proceeds from the Offering[148]. - The agreement is governed by the laws of the state of New York[164]. - The agreement supersedes all prior agreements and understandings between the company and the underwriters regarding the subject matter[170]. Miscellaneous - The Company has not engaged in any transactions with affiliates exceeding $120,000, other than for salary or employee benefits[76]. - The Company has taken necessary actions to render anti-takeover provisions inapplicable[77]. - The Company has not made any offers or sales of securities that would cause the Offering to be integrated with prior offerings[78]. - The Company acknowledges that the Underwriters will rely upon the accuracy and truthfulness of the representations made[97]. - The Company must ensure that all conditions specified in the Agreement are fulfilled to avoid termination of the Agreement[140]. - The Representatives may terminate the Agreement if there is a material adverse change in the Company's financial condition or market conditions[155].