0001816708FALSE00018167082026-06-262026-06-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 26, 2026
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OWLET, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39516 | | 85-1615012 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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2940 West Maple Loop Drive, Suite 203 Lehi, Utah | 84048 |
| (Address of principal executive offices) | (Zip Code) |
(844) 334-5330
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | | OWLT | | New York Stock Exchange |
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).
Emerging growth company o
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.o
Item 1.01 Entry into a Material Definitive Agreement
On June 26, 2026, Owlet, Inc., a Delaware corporation (the “Company”), and its wholly-owned subsidiary Owlet Baby Care, Inc., a Delaware corporation (“OBCI”), entered into new a debt financing arrangement and refinanced (i) OBCI’s existing line of credit with ABL OPCO LLC, a Delaware limited liability company, in its capacity as administrative agent for certain lenders (the “ABL Lenders”), and (ii) OBCI’s term loan agreement with WTI Fund X, Inc., a Maryland corporation, WTI Fund XI, Inc., a Maryland corporation (the “WTI Lenders”). On June 26, 2026, OBCI initiated a draw under the Revolving Facility (as defined below) in the principal amount of $17,063,000, the proceeds of which were used in part to repay and extinguish all borrowings outstanding under the line of credit with the ABL Lenders and term loan agreement with the WTI Lenders. The new debt arrangement is summarized below.
Credit Agreement
On June 26, 2026 (the “Effective Date”), the Company, as a guarantor (in such capacity, “Guarantor”), and OBCI, as borrower (in such capacity, the “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo” or the “Lender”).
The Credit Agreement provides for an asset-based revolving credit facility (the “Revolving Facility”) in a maximum principal amount of up to $25,000,000 (the “Revolving Commitment”). The Revolving Commitment may, upon request from the Borrower, be increased up to $35,000,000 (in minimum increments of at least $5,000,000), subject to the Lender’s approval in its sole discretion. Loans and other obligations of the Borrower bear interest at a rate per annum equal to the daily Secured Overnight Financing Rate plus a margin of 2.00% or 2.25% depending on the Borrower’s monthly average excess availability under the Revolving Facility; provided that the interest rate shall not exceed the maximum rate permitted under applicable law. The Revolving Facility matures on the third anniversary of the Effective Date (the “Maturity Date”).
The Credit Agreement contains representations, warranties, covenants and events of default customary for agreements of this type, including customary covenants that, among other things, restrict or limit, subject to certain exceptions, the ability of the Company and its subsidiaries to: incur certain liens; incur or guarantee additional indebtedness; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments, including loans to other parties; enter into certain transactions with affiliates; merge, consolidate, reorganize, recapitalize or divide, or reclassify its capital stock; liquidate, wind up or dissolve; form or acquire any new subsidiary; make certain amendments to its organizational documents; change its business or suspend or cease operating a substantial portion of its business; and transfer or sell assets. Furthermore, the Credit Agreement requires the Borrower to also observe certain financial covenants, including (i) a covenant to maintain at least $7,500,000 of liquidity at all times, and (ii) a covenant to achieve certain minimum EBITDA thresholds specified in the Credit Agreement.
The Credit Agreement also contains customary events of default, including cross-defaults to certain other material agreements of the Borrower and/or the Company. If an event of default has occurred and is continuing, the Lender has the right to, among other remedies, accelerate repayment of all outstanding loans and other obligations of the Borrower, demand payment from the Company under its guaranty, foreclose on collateral security given to the Lender, and pursue all other remedies available to a secured creditor under applicable law.
The Borrower’s obligations under the Credit Agreement are: (i) fully and unconditionally guaranteed by the Company; and (ii) secured by a security interest in substantially all personal property assets of the Company and the Borrower, including a pledge of the outstanding capital stock of the Borrower given by the Company.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by references to the terms of the Credit Agreement, the Security Agreement and the Guaranty Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | | Description |
| 10.1 | | Credit Agreement, by and among Wells Fargo Bank, National Association, Owlet Baby Care, Inc., and Owlet, Inc., dated as of June 26, 2026. |
99.1 | | Press Release, issued by Owlet, Inc., on June 30, 2026. |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
SIGNATURE
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.
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| Owlet, Inc. |
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| Date: July 1, 2026 | By: | /s/ Amanda Crawford |
| Name: | Amanda Crawford |
| Title: | Chief Financial Officer |
Owlet Announces New $25 Million Credit Facility with Wells Fargo, Significantly Reducing Borrowing Costs and Enhancing Financial Flexibility
LEHI, Utah, June 30, 2026 – Owlet, Inc. (“Owlet” or the “Company”) (NYSE: OWLT), the pioneer of smart infant monitoring, today announced that it has entered into a new $25 million asset-based revolving credit facility on June 26, 2026, with Wells Fargo Bank, National Association (“Wells Fargo”). The new facility refinances and replaces the Company’s existing asset-based credit facility and term loan, significantly reducing Owlet’s cost of capital, enhancing liquidity, and providing increased financial flexibility to support future operating and strategic initiatives. The improved terms reflect the Company's stronger financial position and continued operational execution.
The new revolving credit facility lowers the applicable interest rate margin to SOFR plus 2.00% to 2.25%, compared to SOFR plus 7.50% to 8.50% under the Company’s previous asset-based facility, significantly reducing borrowing costs by at least 525 basis points. Following the closing of the refinancing, the Company’s total liquidity, consisting of cash and cash equivalents and available borrowing capacity under the facility, was approximately $33.8 million as of June 26, 2026.
“Our new credit facility with Wells Fargo marks another important milestone in Owlet’s financial evolution,” said Amanda Twede Crawford, Chief Financial Officer of Owlet. “By replacing our previous debt structure with a more flexible revolving facility, we expect to meaningfully lower annual interest expense while enhancing liquidity and financial flexibility. The support from Wells Fargo positions us to continue investing in our strategic priorities while maintaining a disciplined approach to capital allocation.”
“We are pleased to support Owlet as it continues to execute on its growth strategy and we look forward to continuing our relationship,” said Andy Hay, Executive Director, Wells Fargo.
The new facility provides up to $25 million of borrowing capacity and includes the ability to increase commitments to as much as $35 million, subject to lender approval. The facility matures three years from closing.
About Owlet, Inc.
Owlet, Inc. (NYSE: OWLT), a leading pediatric health platform, is the only company in the world to offer U.S. FDA-cleared and internationally medically-certified wearable pediatric monitors, delivering hospital-grade technology directly in the home. Our award-winning pediatric products and innovative software combine clinically tested monitoring systems, an integrated video platform, and a simple, easy-to-use app, providing parents with real-time health insights to stay informed on their child’s well-being, support restful sleep, and provide peace of mind anywhere.
Since 2012, more than 2.5 million parents have trusted Owlet to monitor their children's well-being and sleep. This adoption has fueled one of the largest collections of pediatric health and sleep data in the world, powering innovations that bridge the critical gap between hospital and home. Owlet is driving a new standard in pediatric wellness by pairing advanced medical technology with consumer-friendly design. Our mission is simple yet ambitious: to give every baby and every family the best possible start in life.
Learn more at www.owletcare.com and follow us on LinkedIn and Instagram for company news and updates.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s expected total liquidity, available borrowing capacity and access to capital under the new credit facility; the expected reduction in annual interest expense; the anticipated enhancement of the Company’s liquidity and financial flexibility; and the Company’s ability to pursue operational and strategic priorities while maintaining a disciplined approach to capital allocation. In some cases, you can identify forward-looking statements by terms such as “estimate,” “may,” “believes,” “plans,” “expects,” “anticipates,” “intends,” “goal,” “potential,” “continues,” “designed,” “seek,” “will,” the negation thereof, or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of the dates they are made, and are susceptible to a number of risks, uncertainties, and other factors. For all such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. The Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by its forward-looking statements. Many important factors could affect the Company’s future results and cause those results to differ materially from those expressed in or implied by the Company’s forward-looking statements. Such factors include, but are not limited to: (i) the commercial success of Owlet’s products, including its subscription services; (ii) the extent to which the refinancing reduces borrowing costs, enhances liquidity and provides increased financial flexibility to support future operations and strategic initiatives; (iii) the regulatory pathway for Owlet’s products, including submissions to, actions taken by and decisions and responses from regulators, such as the FDA, the TGA and other similar regulators outside of the United States, as well as Owlet’s ability to obtain and maintain regulatory approval or certification for its products and comply with ongoing regulatory requirements; (iv) Owlet’s competition and the Company’s ability to profitably grow and manage growth; (v) the ability of Owlet to implement strategic initiatives, reduce costs, grow revenues, develop and launch new products, innovate and enhance existing products, meet customer demands and adapt to changes in consumer preferences and retail trends; (vi) Owlet’s ability to acquire, defend and protect its intellectual property and satisfy regulatory requirements concerning privacy, data
protection and cybersecurity, including for Owlet’s digital platforms and technologies; (vii) Owlet’s ability to maintain relationships with channel partners, customers, manufacturers and suppliers; (viii) impacts from compliance with applicable laws or regulations; (ix) the impact of and disruption to Owlet’s business, financial condition, operations, supply chain and logistics due to economic and other conditions beyond the Company’s control; (x) adverse impacts from other economic, business, regulatory, competitive or other factors, such as changes in discretionary consumer spending and consumer preferences; and (xi) other risks and uncertainties set forth in the Company’s other releases, public statements and filings with the U.S. Securities and Exchange Commission (“SEC”), including those identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and as any such factors may be updated from time to time in the Company’s other filings with the SEC. All such forward-looking statements attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Moreover, the Company operates in an evolving environment. New risk factors and uncertainties may emerge from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict such events or how they may affect Owlet. Except as required by law, the Company assumes no obligation to update any forward-looking statements after the date of this press release, whether because of new information, future events or otherwise, although Owlet may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties.
Contacts
Investor Relations: ir@owletcare.com
Media: pr@owletcare.com