Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 6, 2023

 

 

Ouster, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39463		86-2528989
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

[phone]

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		OUST		New York Stock Exchange
Warrants to purchase common stock		OUST WS		New York Stock Exchange
Warrants to purchase common stock expiring 2025		OUST WSA		NYSE American

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 ☐

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. ☐

 

 

 

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Item 8.01.

Other Events.

On April 6, 2023, the Board of Directors (the “Board”) of Ouster, Inc. (the “Company” or “Ouster”) approved a one-for-10 reverse stock split and a corresponding reduction in authorized shares of common stock.

Such reverse stock split and corresponding authorized share reduction is expected to become effective on April 20, 2023 at 4:01 p.m. ET (the “Effective Date”), with shares to begin trading on a split-adjusted basis at market open on April 21, 2023 under the existing symbol “OUST” and new CUSIP number 68989M 202. In connection with the reverse stock split, every 10 shares of Ouster common stock issued and outstanding as of the Effective Date will be automatically converted into one share of Ouster common stock. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share of common stock.

The terms of outstanding warrants and equity-based awards (including exercise price and number of shares issuable thereunder) will be proportionately adjusted, in accordance with the terms of the applicable agreement. Specifically, following effectiveness, every 10 shares of the Company’s common stock that may be purchased pursuant to the exercise of warrants will represent one share of the Company’s common stock that may be purchased pursuant to such warrants. The exercise price for each warrant following the reverse stock split will equal the product of 10 multiplied by the exercise price prior to the reverse stock split; accordingly, the exercise price for the Company’s warrants trading under the symbol “OUST.WS” will be $115.00 and the exercise price for the Company’s warrants trading under the symbol “OUST.WSA” will be $140.20. The CUSIP numbers for the Company’s warrants will not change.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities 1995. We intend 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 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “may,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” 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 historical facts, including statements regarding the timing of the Company’s reverse stock split are 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 but not limited to the important factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Company’s other filings with the Securities and Exchange Commission. Readers are urged to consider these factors carefully and in the totality of 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 Current Report on Form 8-K. 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.

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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.

 

		Ouster, Inc.
Date: April 7, 2023		By:		/s/ Mark Weinswig
		Name:		Mark Weinswig
		Title:		Chief Financial Officer