Owlet, Inc 10-K/A, filed Apr 29, 2024

Owlet, Inc. (OWLT)

10-K/A 2024-04-29 For: 2023-12-31

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Added on April 09, 2026

About this 10-K/A

Owlet, Inc filed this 10-K/A on April 29, 2024, covering the fiscal year ended December 31, 2023.

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Delaware			85-1615012
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3300 North Ashton Boulevard, Suite 300 Lehi, Utah			84043
(Address of principal executive offices)			(Zip Code)


		Page
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	4
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	12
Item 14.	Principal Accountant Fees and Services	16

PART IV
Item 15.	Exhibits and Financial Statement Schedules	18
Item 16.	Form 10-K Summary	18
	Signatures	19


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Kurt Workman	2023	266,827	—	—	—	2,300	269,127
Chief Executive Officer	2022	369,231	50,000	4,258,686	—	3,100	4,681,017
Kathryn R. Scolnick	2023	302,885	—	224,102	24,802	—	551,789
Chief Financial Officer	2022	369,231	50,000	1,248,157	—	1,100	1,668,488
Jonathan Harris(3)	2023	150,000	—	627,765	—	250	823,015
President & Chief Revenue Officer


(1)			Amounts shown represent the aggregate grant date fair value of RSU awards and the incremental fair value of option awards contingently repriced as computed in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values.

(2)			For 2023, amounts represent (i) for Mr. Workman, $2,300 in Company-paid contributions to a healthcare savings account; and (ii) for Mr. Harris, $250 in work-from-home stipends.

(3)			Mr. Harris commenced employment on July 25, 2023.


(1)			Amounts are calculated by multiplying the number of RSUs or PRSUs in the table by $5.28, which was the per share closing price of our Common Stock on December 29, 2023, the last trading day of fiscal 2023.

(2)			The RSUs vest as to 25% of the underlying shares on the first anniversary of the vesting start date, and as to 1/16th of the underlying shares each quarter thereafter, subject to the individual’s continued service with the Company.

(3)			The PRSUs vest as to 25% of the underlying shares upon achievement of the following cumulative net revenue targets during the performance period beginning January 1, 2022 and ending December 31, 2025, subject to the individual’s continued service with the Company: $150 million, $300 million, $450 million, and $600 million.

(4)			The option vests and becomes exercisable as to 1/48th of the underlying shares on each monthly anniversary of the vesting start date, subject to Mr. Workman’s continued service with the Company.

(5)			The RSUs vest as to 25% of the underlying shares on the first anniversary of the vesting start date, and in equal installments on a quarterly basis thereafter, through the third anniversary of the vesting start date, subject to the Mr. Harris’s continued service with the Company.

(6)			The RSUs vest fully on the one year anniversary of the vesting start date, subject to Ms. Scolnick’s continued service with the Company.

(7)			The option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the vesting start date, and as to 1/48th of the underlying shares each month thereafter, subject to Ms. Scolnick’s continued service with the Company. The exercise price of the option was reduced to $4.21 per share in September 2023, but automatically increases to its original exercise price of $65.38 per share in the event Ms. Scolnick terminates employment for any reason or exercises the option, in each case, prior to September 10, 2024.


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Total ($)
Lior Susan	—	—	—
Zane M. Burke	50,000	204,283	254,283
Laura J. Durr	82,500	204,283	286,783
Melissa A. Gonzales(3)	24,121	151,814	175,935
John C. Kim	50,000	204,283	254,283
Jayson Knafel(4)	—	—	—
Amy N. McCullough	—	—	—
Mark F. Stoll(5)	—	—	—


(1)			The below table shows the aggregate number of RSUs held by our non-employee directors as of December 31, 2023. No other non-employee directors held RSUs or stock options as of December 31, 2023.


			Name						Stock Awards Outstanding at Year End
			Zane M. Burke						41,782
			Laura J. Durr						41,782
			Melissa A. Gonzales						34,347
			John C. Kim						41,782


(2)			The amounts shown in this column relate to annual RSU grants made to each non-employee director in 2023 as further described below under the heading “Director Compensation.” These amounts reflect the 2023 annual RSU award, which was granted in July 2023, and with respect to Ms. Durr and Messrs. Burke and Kim, also reflects the 2022 annual RSU award, the granting of which was deferred to January 2023. These amounts are based upon the grant date fair value of awards calculated in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the Form 10-K for the assumptions used in determining these values.
(3)			Ms. Gonzales joined our Board effective July 18, 2023.
(4)			Mr. Knafel resigned from our Board effective August 11, 2023.
(5)			Mr. Stoll joined our Board effective August 15, 2023.


			•			each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of any class of our outstanding voting securities;

			•			each of the Company’s directors and director nominees;

			•			each of the Company’s named executive officers included in the Summary Compensation Table; and

			•			all of the Company’s directors and executive officers as a group.


	Shares Beneficially Owned
	Title or Class of Securities

	Common Stock(2)			Series A Preferred Stock(2)			Series B Preferred Stock(2)

Name and address of Beneficial Owner(1)	Number of Shares Beneficially Owned	Percentage Beneficially Owned(3)		Number of Shares Beneficially Owned	Percentage Beneficially Owned(4)		Number of Shares Beneficially Owned	Percentage Beneficially Owned(5)		Combined Voting Power(2)

Holders of More Than 5%
Entities affiliated with Eclipse(6)	12,224,955	63.55	%	20,200	73.59	%	6,000	64.86	%	40.41	%
Trilogy Equity Partners, LLC(7)	2,493,225	22.88	%	2,717	9.90	%	2,286	24.71	%	9.37	%
The Melton 2020 Irrevocable Trust(8)	612,243	6.34	%	1,500	5.46	%	—	—	%	1.53	%
John Stanton and Theresa Gillespie(9)	728,569	7.65	%	783	2.85	%	714	7.72	%	2.70	%
Directors and Named Executive Officers

Zane M. Burke(10)	54,444	*		—	—		—	—		*
Laura J. Durr(11)	47,111	*		—	—		—	—		*
Melissa A. Gonzales(12)	34,347	*		—	—		—	—		*
John C. Kim(13)	332,227	3.54	%	500	1.82	%	250	2.70	%	*
Amy N. McCullough	—	—		—	—		—	—		—
Marc F. Stoll	—	—		—	—		—	—		—
Lior Susan(14)	12,224,955	63.55	%	20,200	73.59	%	6,000	64.86	%	40.41	%
Kurt Workman(15)	552,515	5.96	%	500	1.82	%	—	—		2.81	%
Jonathan Harris	—	—		—	—		—	—		—
Kathryn R. Scolnick(16)	27,234	*		—	—		—	—		*
All Directors and Executive Officers as a Group (Ten Individuals)(17)	13,272,833	66.62	%	21,200	77.23	%	6,250	67.57	%	44.20	%


*			Less than one percent.

(1)			Unless otherwise indicated, the business address for each beneficial owner listed is c/o Owlet, Inc., 3300 North Ashton Boulevard, Suite 300, Lehi, Utah 84043.

(2)			Each share of our Common Stock is entitled to one vote, and each share of our Series A Preferred Stock and Series B Preferred Stock is entitled to that number of votes equal to the whole number of shares of our Common Stock into which such holder’s aggregate number of Series A Preferred Stock and/or Series B Preferred Stock, as applicable, are convertible.

			The beneficial ownership information shown in the table under “Common Stock” includes the number of shares of our Common Stock held by such holder, as well as shares of our Common Stock such holder could acquire within 60 days of April 19, 2024, including by converting shares of Series A Preferred Stock, Series B Preferred Stock, exercising warrants or options, or upon settlement of restricted stock units. Each share of Series A Preferred Stock is currently convertible into shares of Common Stock at a conversion rate of 145.7726, and each share of Series B Preferred Stock is currently convertible into shares of Common Stock at a conversion rate of 129.6596. The percentage reported under “Combined Voting Power” represents the holder’s voting power with respect to all of our shares of Common Stock, Series A Preferred Stock, and Series B Preferred Stock outstanding as of April 19, 2024, voting as a single class, and, as to each holder, without including any shares of Common Stock that such holder could acquire by exercising warrants or options or upon vesting of restricted stock units, as such securities confer no voting power until the issuance of Common Stock upon their exercise or settlement, as applicable.

(3)			Percentages are based upon the 9,047,883 shares of our Common Stock that were outstanding on April 19, 2024.

(4)			Percentages are based upon the 27,450 shares of our Series A Preferred Stock that were outstanding on April 19, 2024, representing 4,001,454 in voting power entitled to vote.

(5)			Percentages are based upon the 9,250 shares of our Series B Preferred Stock that were outstanding on April 19, 2024, representing 1,199,348 in voting power entitled to vote.


(6)			Based on (A) information stated in the Schedule 13D/A filed with the SEC on March 4, 2024 by Eclipse Ventures GP I, LLC (“Eclipse I GP”), Eclipse Ventures Fund I, L.P. (“Eclipse I”), Eclipse Continuity GP I, LLC (“Eclipse Continuity GP”), Eclipse Continuity Fund I, L.P. (“Eclipse Continuity I”), Eclipse Early Growth GP I, LLC (“Eclipse EG GP I”), Eclipse Early Growth Fund I, L.P. (“Eclipse EGF I”) and Mr. Susan and (B) information known to the Company. Consists of (i) 1,066,472 shares of Common Stock held of record by Eclipse Continuity I, (ii) 968,694 shares of Common Stock held of record by Eclipse I, (iii) 2,944,606 are shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by Eclipse EGF I, (iv) 5,300,921 are shares of Common Stock issuable upon exercise of the 2023 Private Placement Warrants held by Eclipse EGF I, (v) 777,957 are shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock held by Eclipse EGF I, and (vi) 1,166,935 are shares of Common Stock issuable upon exercise of the 2024 Private Placement Warrants held by Eclipse EGF I. Eclipse Continuity GP is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse I GP is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse EG GP I is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan is the sole managing member of each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to the shares held by each of Eclipse Continuity I, Eclipse I and Eclipse EGF I. The principal business address of each of the foregoing entities is c/o Eclipse Ventures, 514 High Street, Suite 4, Palo Alto, California 94301.

			Eclipse is not currently permitted to vote shares of Series B Preferred Stock it holds to the extent such shares would result in Eclipse beneficially owning in excess of 48.9% of the Company’s outstanding Common Stock (the “Share Cap”), provided that all outstanding Series B Preferred Stock and all of the shares of Common Stock underlying such Series B Preferred Stock are deemed to be outstanding for such calculation (but, in the case of Eclipse, only up to the Share Cap) and no unexercised rights, options, warrants or conversion privileges to acquire shares of Common Stock are included. Similarly, Eclipse is not currently permitted to exercise any portion of the 2023 Private Placement Warrants or 2024 Private Placement Warrants it holds to the extent such exercise would result in Eclipse beneficially owning more than the Share Cap.

(7)			Based on information included in the Schedule 13D/A filed with the SEC on March 1, 2024 and on information known to the Company, Trilogy Equity Partners, LLC has sole voting and sole dispositive power over 2,493,225 shares of our Common Stock and consists of (i) 643,244 shares of Common Stock, (ii) 396,064 shares of Common Stock issuable upon conversion of Series A Preferred Stock, (iii) 712,915 shares of Common Stock issuable upon exercise of 2023 Private Placement Warrants, (iv) 296,401 shares of Common Stock issuable upon conversion of Series B Preferred Stock, and (v) 444,601 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants. The principal business address of Trilogy Equity Partners, LLC is 155 108th Avenue N.E., Suite 400, Bellevue, Washington 98004.

(8)			Based on information known to the Company. Consists of the following held by The Melton 2020 Irrevocable Trust (“Melton Trust”): (i) 218,658 shares of Common Stock issuable upon conversion of Series A Preferred Stock, and (ii) 393,585 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants. The principal business address of Melton Trust is 201 S. Phillips Ave., Suite 200, Sioux Falls, South Dakota 57104.

(9)			Based on information stated in the Schedule 13G/A filed with the SEC on February 9, 2024 and information known to the Company. John Stanton has sole voting and sole dispositive power over 61,874 shares of our Common Stock, and each of John Stanton and Theresa Gillespie have shared voting power and shared dispositive power over 666,695 shares of our Common Stock. Includes (i) 3,644 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (ii) 6,559 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (iii) 2,982 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (iv) 4,473 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Peter Thomsen Trust #2, (v) 3,644 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (vi) 6,559 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (vii) 2,982 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (viii) 4,473 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants beneficially owned by John Stanton as sole trustee for the Samuel Thomsen Trust #2, (ix) 106,851 shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock beneficially owned by the Reporting Persons as tenants in common and (x) 192,332 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants held by the Reporting Persons as tenants in common, (xi) 86,612 shares of Common Stock issuable upon the conversion of Series B Convertible Preferred Stock beneficially owned by the Reporting Persons as tenants in common and (xii) 129,918 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants held by the Reporting Persons as tenants in common. The principal business address of John Stanton and Theresa Gillespie is P.O. Box 465, Medina, Washington 98039.

(10)			Consists of (i) 12,662 shares of Common Stock held directly by Mr. Burke and (ii) 41,782 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 19, 2024.

(11)			Consists of (i) 5,329 shares of Common Stock held directly by Ms. Durr and (ii) 41,782 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 19, 2024.

(12)			Consists, for Ms. Gonzales, of 34,347 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 19, 2024.

(13)			Consists of (i) 5,329 shares of Common Stock held directly by Mr. Kim, (ii) 41,782 shares of Common Stock issuable upon the vesting of RSUs within 60 days of April 19, 2024, (iii) 72,886 shares of Common Stock issuable upon the conversion of Series A Preferred Stock, (iv) 131,195 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants, (v) 72,886 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, (iv) 131,195 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants.


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)(2)	Weighted Average Per Share Exercise Price of Outstanding Options, Warrants and Rights(1) ($) (b)(3)	Number of Securities Remaining Available Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(4)
Equity compensation plans approved by security holders (1)	1,998,669	16.03	825,223
Equity compensation plans not approved by security holders	—	—	—
Total	1,998,669	16.03	825,223


			•			Management will disclose to the Audit Committee or disinterested directors, as applicable, information such as the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and other material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

			•			Management will advise the Audit Committee or disinterested directors, as applicable, as to other relevant considerations such as whether the related person transaction conflicts with the terms of our agreements governing our material outstanding indebtedness that limit or restricts our ability to enter into a related person transaction; and

			•			Related person transactions will be disclosed in our applicable filings under the Securities Act of 1933, as amended, or the Exchange Act, and related rules, and, to the extent required.


Fee Category	2023		2022
Audit Fees	$	1,223,352	$	1,202,300
Audit-Related Fees	—		—
Tax Fees	—		61,991
All Other Fees	900		900
Total	$	1,224,252	$	1,265,191


(14)			Based on information (i) included in the Schedule 13D/A filed with the SEC on March 3, 2024 by Eclipse I GP, Eclipse I, Eclipse Continuity GP, Eclipse Continuity I, Eclipse EG GP I, Eclipse EGF I and Mr. Susan; (ii) included in the Form 4 filed with the SEC on July 19, 2021 by Mr. Susan; and (iii) information provided to the Company by Mr. Susan. Of the 12,224,955 shares beneficially owned by Mr. Susan, (i) 968,694 are shares of Common Stock held of record by Eclipse I, (ii) 1,066,472 are shares of Common Stock held of record by Eclipse Continuity I, (iii) 2,944,606 are shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock held by Eclipse EGF I, (iv) 5,300,921 are shares of Common Stock issuable upon exercise of the 2023 Private Placement Warrants held by Eclipse EGF I, (v) 777,957 are shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock held by Eclipse EGF I, and (vi) 1,166,935 are shares of Common Stock issuable upon exercise of the 2024 Private Placement Warrants held by Eclipse EGF I. Eclipse I GP, Eclipse Continuity GP and Eclipse EG GP I are the general partners of Eclipse I, Eclipse Continuity I and Eclipse EGF I, respectively. Mr. Susan, who serves as our Chairman of the Board, is the sole managing member of each such general partner and therefore may be deemed to have voting and dispositive power over the shares held by Eclipse I, Eclipse Continuity I and Eclipse EG GP I. Each of Eclipse I GP, Eclipse Continuity GP, Eclipse EG GP I and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I, Eclipse Continuity I and Eclipse EGF I, respectively, except to the extent of their respective pecuniary interests therein, if any. The principal business address of Mr. Susan and each of the foregoing Eclipse entities is c/o Eclipse Ventures, 514 High Street, Suite 4, Palo Alto, California 94301.

(15)			Consists of (i) 179,091 shares of Common Stock held directly by Mr. Workman, (ii) 148,157 shares of Common Stock held directly by his spouse, (iii) 21,186 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 19, 2024; (iv) 72,886 shares of Common Stock issuable upon the conversion of Series A Preferred Stock; and (v) 131,195 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants.

(16)			Consists of (i) 10,846 shares of Common Stock held directly by Ms. Scolnick, (ii) 14,345 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 19, 2024, and (iii) 2,043 shares of Common Stock issuable under RSUs vesting within 60 days of April 19, 2024.

(17)			Consists of (i) 2,396,580 shares of Common Stock held, (ii) 35,531 shares of Common Stock issuable upon the exercise of options exercisable as of or within 60 days of April 19, 2024, (iii) 161,736 shares of Common Stock issuable under RSUs vesting within 60 days of April 19, 2024, (iv) 3,090,378 shares of Common Stock issuable upon the conversion of Series A Preferred Stock, (v) 5,562,681 shares of Common Stock issuable upon the exercise of 2023 Private Placement Warrants, (vi) 810,371 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, and (vii) 1,215,556 shares of Common Stock issuable upon the exercise of 2024 Private Placement Warrants.


(1)			Consists of the 2014 Incentive Plan and the 2021 Incentive Plan.

(2)			Represents (i) 463,168 shares of Common Stock to be issued upon exercise of outstanding options and (ii) 1,464,073 shares subject to outstanding RSUs, and (iii) 71,428 shares subject to outstanding PRSUs.

(3)			Represents the weighted-average exercise price of outstanding options and is calculated without taking into account the shares of Common Stock subject to outstanding RSUs.

(4)			Represents 594,161 shares remaining available for issuance under the 2021 Incentive Plan and 231,062 shares available for issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). As of July 15, 2021, in connection with the Merger, no new awards are made under the 2014 Incentive Plan. The 2021 Incentive Plan provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by the our Board (but no more than 9,720,372 shares may be issued upon the exercise of incentive stock options). The 2021 ESPP provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by our Board, provided that no more than 1,863,071 shares of our Common Stock may be issued under the 2021 ESPP.


			•			Any person who is, or at any time during the applicable period was, one of our officers or one of our directors;

			•			Any person who is known by Owlet to be the beneficial owner of more than five percent (5%) of its voting stock; and

			•			Any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law, or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock.


Participants	Shares of Series A Preferred Stock	2023 Private Placement Warrant Shares	Aggregate Purchase Price- 2023 Private Placement	Shares of Series B Preferred Stock	2024 Private Placement Warrant Shares	Aggregate Purchase Price- 2024 Private Placement	Total Aggregate Purchase Price Paid

Greater than Five Percent Holders (1)
Entities Affiliated with Eclipse(2)	20,200	5,200,291	$20,200,000	6,000	1,166,935	$6,000,000	$26,200,000
Trilogy Equity Partners, LLC(3)	2,717	712,915	$2,717,000	2,286	444,601	$2,286,000	$5,003,000
Walleye Opportunities Master Fund Ltd	2,250	590,378	$2,250,000				$2,250,000
The Melton 2020 Irrevocable Trust	1,500	393,585	$1,500,000				$1,500,000
John Stanton and Theresa Gillespie	733	192,332	$733,000	668	129,918	$668,000	$1,401,000
Samuel Thomsen Trust #2(4)	25	6,559	$25,000	23	4,473	$23,000	$48,000
Peter Thomsen Trust #2(4)	25	6,559	$25,000	23	4,473	$23,000	$48,000
Directors and Executive Officers
Kurt Workman	500	131,195	$500,000				$500,000
John Kim	500	131,195	$500,000	250	48,621	$250,000	$750,000


(1)			Additional details regarding certain of these stockholders and their equity holdings are provided in this Proxy Statement under the caption “Stock Ownership.”

(2)			Two of our directors, Lior Susan and Marc F. Stoll, are affiliated with Eclipse.

(3)			Our director, Amy N. McCullough, is affiliated with Trilogy Equity Partners, LLC.

(4)			The Samuel Thomsen Trust #2 and the Peter Thomsen Trust #2 are affiliated with Trilogy Equity Partners, LLC.


			•			Eclipse Nomination Rights. From the closing of the Merger and until such time as Eclipse beneficially owns less than 10% of the Common Stock: (i) Eclipse will be entitled to nominate one director for election upon sufficient written notice to Owlet; and (ii) if Eclipse makes a nomination, we shall include such director as a nominee for election as a director at the applicable Owlet shareholders meeting and recommend to the Owlet shareholders that such Eclipse director be elected as a director at such Owlet shareholder meeting.

			•			Chairperson. Lior Susan shall serve as Chairperson of the Board at closing of the Merger.


	Owlet, Inc.

Date: April 29, 2024	By:	/s/ Kurt Workman
		Kurt Workman
		Chief Executive Officer



Date: April 29, 2024	By:	/s/ Kate Scolnick
		Kate Scolnick
		Chief Financial Officer (principal financial officer)