Owlet Enters Exchange Agreement with Warrant Holders, Aligning Interests Among Key Investors.

Owlet, Inc. has entered an Exchange Agreement with certain holders of its Series A and Series B Warrants to exchange the warrants for over 9 million shares for approximately 5.4 million new shares. The agreement aims to streamline the company's capital structure and involves significant stakeholders, including Eclipse Ventures LLC and Trilogy Equity Partners. The transaction is subject to stockholder approval and customary closing conditions.

Owlet, Inc. (NYSE: OWLT), a pioneer in smart infant monitoring, has announced an agreement to exchange Series A and B warrants for common stock, aiming to streamline its capital structure. The deal, which covers 96% of Series A warrants (7.215 million) and 100% of Series B warrants (1.799 million), will result in approximately 5.426 million new shares being issued [1].

The exchange, which is subject to stockholder approval and customary closing conditions, is expected to enhance the attractiveness of Owlet's stock and support long-term business success. The warrants, initially issued in February 2023 and February 2024, would have expired in February 2028 and March 2029, respectively. The exchanged shares will be subject to a 180-day lockup following the closing of the transaction [1].

Significant stakeholders, including Eclipse Ventures LLC, Trilogy Equity Partners, LLC, and Owlet's Chief Executive Officer and Board member Kurt Workman, have agreed to participate in the exchange, representing approximately 43% of Owlet's outstanding voting stock. The transaction is expected to be voted on by stockholders, with William Blair acting as the sole financial adviser and Potter Anderson & Corroon LLP serving as legal counsel to a special committee of Owlet's board of directors [1].

The move is part of Owlet's ongoing efforts to simplify its capital structure and strengthen its financial position. By exchanging warrants for common stock, Owlet aims to create a more straightforward and appealing equity structure for investors. The company's digital health infant monitoring platform continues to grow, with over two million parents worldwide using its services since 2012 [2].

References:
[1] https://www.businesswire.com/news/home/20250807830865/en/Owlet-to-Simplify-Capital-Structure-Through-Exchange-of-Series-A-and-Series-B-Warrants-for-Common-Stock
[2] https://seekingalpha.com/news/4481836-owlet-announces-warrant-exchange-to-strengthen-capital-structure