OUST 8-K
Ouster, Inc. (OUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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. ☐
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 10, 2024, the Board of Directors of Ouster, Inc. (the “Company”) authorized the Company to transfer the listing of its common stock, par value $0.0001 per share, (“common stock”) and its warrants to purchase common stock expiring in 2025 trading under the symbol “OUST.WSA” (the “2025 Public Warrants”) to the Nasdaq Global Select Market from the New York Stock Exchange (“NYSE”) and NYSE American, respectively, and to transfer its warrants to purchase its common stock expiring in 2026 trading under the symbol “OUST.WS” (the “2026 Public Warrants” and, together with the common stock and “2025 Public Warrants”, the “Listed Securities”) to the Nasdaq Capital Market from the NYSE. The Nasdaq Stock Market LLC (“Nasdaq”) has approved such listings. The Company expects the listing and trading of its Listed Securities on the NYSE or NYSE American, as applicable, to cease at the close of trading on December 20, 2024. The Company expects the Listed Securities to begin trading on the applicable Nasdaq market on December 23, 2024. Following the transfer to Nasdaq, the Company’s common stock will continue to trade under the symbol “OUST”, the Company’s 2026 Public Warrants will trade under the symbol “OUSTZ” and the Company’s 2025 Public Warrants will trade under the symbol “OUSTW”.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release on December 10, 2024 announcing the transfer of the listing of its common stock, 2025 Public Warrants and 2026 Public Warrants from the NYSE to Nasdaq. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “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, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated December 10, 2024. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| Ouster, Inc. | ||||||
| Date: December 10, 2024 | By: | /s/ Megan Chung | ||||
| Name: | Megan Chung | |||||
| Title: | General Counsel and Secretary | |||||
Exhibit 99.1
Ouster Announces Transfer of Stock Exchange Listing to Nasdaq
SAN FRANCISCO, CA – December 10, 2024 – Ouster, Inc. (NYSE: OUST) today announced that it will transfer the listing of its common stock and its warrants to purchase common stock trading under the symbol “OUST.WSA” (the “2025 Public Warrants”) to the Nasdaq Global Select Market from the New York Stock Exchange (“NYSE”) and NYSE American, respectively, and its warrants to purchase its common stock trading under the symbol “OUST.WS” (the “2026 Public Warrants”) to the Nasdaq Capital Market from the NYSE. The Company expects to begin trading as a Nasdaq-listed company on December 23, 2024. Following the transfer to Nasdaq, Ouster’s common stock will continue to trade under the symbol “OUST”, its 2026 Public Warrants will trade under the symbol “OUSTZ” and its 2025 Public Warrants will trade under the symbol “OUSTW”.
About Ouster
Ouster (NYSE: OUST) is a leading global provider of high-resolution scanning and solid-state lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries. Ouster is on a mission to build a safer and more sustainable future by offering affordable, high-performance sensors that drive mass adoption across a wide variety of applications. Ouster is headquartered in San Francisco, CA with offices in the Americas, Europe, and Asia-Pacific. For more information about our products, visit www.ouster.com, contact our sales team, or connect with us on X or LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements, other than statements of historical fact, including statements regarding the commencement of trading of its common stock, its 2025 Public Warrants and its 2026 Public Warrants on Nasdaq, constitute forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including the important factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as may be further updated from time to time in the Company’s other filings with the SEC. Readers are urged to consider these factors carefully and in the totality of the circumstances when evaluating these forward-looking statements, and not to place undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this press release. While Ouster may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, other than as may be required by law, even if subsequent events cause its views to change.