We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ouster Inc | NYSE:OUST | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.284 | -3.05% | 9.016 | 9.24 | 8.94 | 9.17 | 251,761 | 16:41:37 |
Delaware |
3569 |
86-2528989 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Page |
||||
ii | ||||
v | ||||
1 | ||||
4 | ||||
37 | ||||
38 | ||||
39 | ||||
53 | ||||
75 | ||||
81 | ||||
95 | ||||
97 | ||||
99 | ||||
102 | ||||
107 | ||||
115 | ||||
118 | ||||
118 | ||||
118 | ||||
F-1 |
• | “2021 Plan” are to the Ouster 2021 Incentive Award Plan; |
• | “Board” are to the Company’s board of directors; |
• | “Business Combination” are to the Domestication together with the Merger; |
• | “Bylaws” are to our bylaws dated as of March 10, 2021; |
• | “Certificate of Incorporation” are our certificate of incorporation dated as of March 10, 2021; |
• | “CLA” are to Colonnade Acquisition Corp. prior to its domestication as a corporation in the State of Delaware; |
• | “CLA Class A ordinary shares” are to CLA’s Class A ordinary shares, par value $0.0001 per share; |
• | “CLA Class B ordinary shares” are to CLA’s Class B ordinary shares, par value $0.0001 per share; |
• | “CLA units” and “units” are to the units of CLA, each unit representing one CLA Class A ordinary share and one-half of one redeemable warrant to acquire one CLA Class A ordinary share, that were offered and sold by CLA in its initial public offering and registered pursuant to the IPO registration statement; |
• | “Closing” are to the closing of the Business Combination; |
• | “Company,” “we,” “us” and “our” are to CLA prior to its domestication as a corporation in the State of Delaware and to Ouster after its domestication as a corporation incorporated in the State of Delaware, including after its change of name to Ouster, Inc.; |
• | “Continental” are to Continental Stock Transfer & Trust Company; |
• | “DGCL” are to the General Corporation Law of the State of Delaware; |
• | “Domestication” are to the domestication of Colonnade Acquisition Corp. as a corporation incorporated in the State of Delaware; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “Exchange Ratio” are to the quotient obtained by dividing (i) 150,000,000 by (ii) the aggregate fully-diluted number of shares of Old Ouster common stock issued and outstanding immediately prior to the Merger; |
• | “founder shares” are to the CLA Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the CLA Class A ordinary shares that were issued upon the conversion thereof in connection with the Business Combination; |
• | “GAAP” are to accounting principles generally accepted in the United States of America; |
• | “initial public offering” are to CLA’s initial public offering that was consummated on August 25, 2020; |
• | “IPO registration statement” are to the Registration Statement on Form S-1 (333-240378) filed by CLA in connection with its initial public offering, which became effective on August 20, 2020; |
• | “IRS” are to the U.S. Internal Revenue Service; |
• | “Merger” are to the merger of Merger Sub with and into Old Ouster, with Old Ouster surviving the merger as a wholly owned subsidiary of Ouster; |
• | “NYSE” are to the New York Stock Exchange; |
• | “Old Ouster” are to Ouster, Inc. prior to the Business Combination, which became a wholly owned subsidiary of Ouster as a result of the Business Combination and changed its name from Ouster, Inc. to Ouster Technologies, Inc.; |
• | “Old Ouster Capital Stock” are to shares of Old Ouster common stock and Old Ouster preferred stock. |
• | “Old Ouster common stock” are to shares of Old Ouster common stock, par value $0.00001 per share; |
• | “Old Ouster preferred stock” are to shares of Series B redeemable convertible preferred stock of Old Ouster, par value $0.00001 per share. |
• | “ordinary shares” are to the CLA Class A ordinary shares and the CLA Class B ordinary shares, collectively; |
• | “Organizational Documents” are to the Certificate of Incorporation and the Bylaws; |
• | “Ouster” are to CLA after the Domestication and its name change from Colonnade Acquisition Corp. to Ouster, Inc.; |
• | “Ouster common stock” are to shares of Ouster common stock, par value $0.0001 per share; |
• | “PIPE Investment” are to the purchase of shares of Ouster common stock pursuant to the Subscription Agreements; |
• | “PIPE Investors” are to those certain institutional and accredited investors participating in the PIPE Investment pursuant to the Subscription Agreements; |
• | “private placement warrants” are to the CLA private placement warrants outstanding as of the date of this prospectus and the warrants of Ouster issued as a matter of law upon the conversion thereof at the time of the Domestication; |
• | “public warrants” are to the redeemable warrants that were offered and sold by CLA in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Ouster issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires; |
• | “Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement, by and among Ouster, the Sponsor, certain members of the Sponsor, the Sponsor Related PIPE Investor and certain former stockholders of Old Ouster, as amended and modified from time to time; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the United States Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “Sponsor” are to Colonnade Sponsor LLC, a Delaware limited liability company; |
• | “Sponsor Related PIPE Investor” are to Colonnade WPB LLC, an affiliate of the Sponsor (together with its permitted transferees); |
• | “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment was consummated; |
• | “Third Party PIPE Investor” are to any PIPE Investor who is not the Sponsor Related PIPE Investor; |
• | “Transaction” are to Old Ouster becoming a wholly owned subsidiary of Ouster as a result of Merger Sub, a direct wholly owned subsidiary of CLA, merging with and into Old Ouster, with Old Ouster surviving as a wholly owned subsidiary of Ouster; |
• | “trust account” are to the trust account established at the consummation of CLA’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee; and |
• | “warrants” are to the public warrants and the private placement warrants. |
• | the impact of the COVID-19 pandemic; |
• | adoption of lidar technology generally and of our digital lidar technology, in particular; |
• | our future capital needs following the Business Combination; |
• | our ability to develop additional products and product offerings; |
• | our ability to maintain an effective system of internal control over financial reporting; |
• | our ability to maintain and protect our intellectual property; |
• | our ability to grow market share in our existing markets or any new markets we may enter; |
• | our reliance on single-source suppliers and a third-party manufacturer; |
• | our ability to recruit and retain qualified personnel; |
• | our ability to respond to general economic conditions; |
• | our ability to manage our growth effectively; |
• | our ability to achieve and maintain profitability in the future; |
• | the success of strategic relationships with third parties; and |
• | other factors detailed under the section entitled “ Risk Factors |
• | Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. |
• | We have incurred significant losses to date and may never achieve or sustain profitability. |
• | If we are unable to overcome our limited sales history and establish and maintain confidence in our long-term business prospects among customers in our target markets revenue opportunity, including from strategic customer agreements, does not materialize into sales and revenue, then our financial condition, operating results, business prospects and access to capital may suffer materially. |
• | We currently target many customers that are large corporations with substantial negotiating power and exacting product standards. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected. |
• | Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide and could cause our stock price to fluctuate or decline. |
• | We are subject to the risks of cancellation or postponement of our contracts with customers or unsuccessful implementation. Additionally, certain customers may not be sufficiently funded or cease operations. |
• | Our revenue and margins could be adversely affected if we fail to maintain competitive average selling prices, high sales volumes, and/or fail to reduce product costs. |
• | Key components in our products come from limited or single source third party suppliers, and we expect to rely on third-party to manufacture a significant portion of our products for the foreseeable future. Interruptions in our relationship with these third parties could adversely impact our business. |
• | Market adoption of lidar remains uncertain, and it is difficult to forecast long-term end-customer adoption rates and demand for our products. |
• | We compete against established market participants that may have substantially greater resources than us and against known and unknown market entrants who may disrupt our target markets. |
• | If our products are not selected for inclusion in our target markets, our business will be materially and adversely affected. |
• | We may need to raise additional capital in the future in order to execute our business plan, which may not be available on terms acceptable to us, or at all. |
• | We may not be able to adequately protect or enforce our intellectual property rights or prevent competitors or other unauthorized parties from copying or reverse engineering our technology. |
• | Our products are frequently used in applications that are subject to evolving regulations and standards. |
• | our reliance on third parties to supply significant parts of our production process or to manufacture our products; |
• | our ability to establish and maintain successful relationships with our suppliers or manufacturers; |
• | our ability to achieve commercial scale production of our products on a cost-effective basis and in a timely manner; |
• | our ability to successfully expand our product offerings; |
• | our ability to develop and protect intellectual property; |
• | our ability to gain market acceptance of our products with customers and maintain and expand customer relationships, whether through strategic customer agreements or otherwise; |
• | the adaptability of our products and the ability of our customers to integrate our products into their products in a timely and effective manner; |
• | the actions of direct and indirect competitors that may seek to enter the markets in which we expect to compete or that may seek to impose barriers to one or more markets that we intend to target; |
• | the long-lead time for development of market opportunities, for which we are only at an early stage of development; |
• | our ability to forecast our revenue and budget for, and manage, our expenses; |
• | our ability to comply with existing and new or modified laws and regulations applicable to our business, or laws and regulations applicable to our customers for applications in which they may use our products; |
• | our ability to plan for and manage capital expenditures for our current and future products, and manage our supply chain and supplier relationships related to these current and future products; |
• | our ability to anticipate and respond to macroeconomic changes and changes in the markets in which we operate and expect to operate; |
• | our ability to maintain and enhance the value of our reputation and brand; |
• | our ability to effectively manage our growth and business operations, including the impacts of the COVID-19 pandemic on our business; and |
• | our ability to recruit and retain talented people at all levels of our organization. |
• | continue to hire additional personnel and make investments in research and development (“R&D”) in order to develop technology and related software; |
• | increase our sales and marketing functions, including expansion of our customer support and distribution capabilities; |
• | hire additional personnel to support compliance requirements in connection with being a public company; and |
• | expand operations and manufacturing. |
• | the timing of ultimate end market and customer adoption of our products and particular versions of our products; |
• | the varying length of production cycles for our customers to integrate our products into their broader platforms; |
• | supply chain constraints and considerations and impacts on our costs of goods sold, such as shortages of semiconductor chips; |
• | our product mix and average selling prices, including negotiated selling prices and long-term strategic customer agreements; |
• | the cost of raw materials or supplied components critical for the manufacture of our products; |
• | the timing and cost of, and level of investment in, research and development relating to our digital lidar technology and related software; |
• | developments involving our competitors; |
• | changes in governmental regulations affecting us or applications in which our customers use our products; |
• | future accounting pronouncements or changes in our accounting policies; |
• | the impact of epidemics or pandemics, including current business disruption and related financial impact resulting from the global COVID-19 health crisis; and |
• | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors. |
• | foreign currency fluctuations; |
• | local economic conditions; |
• | political instability; |
• | import or export requirements; |
• | foreign government regulatory requirements; |
• | stricter lockdown measures in some countries aimed at controlling the spread of COVID-19; |
• | reduced protection for intellectual property rights in some countries; |
• | tariffs and other trade barriers and restrictions; and |
• | potentially adverse tax consequences. |
• | import and export laws and the impact of tariffs; |
• | exchange rate fluctuations; |
• | political and economic instability, war, international terrorism and anti-American sentiment, particularly in emerging markets and the current situation in Russia and Ukraine; |
• | global or regional health crises, such as the COVID-19 pandemic or other health epidemics and outbreaks; |
• | potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud; |
• | preference for locally branded products, and laws and business practices favoring local competition; |
• | potential consequences of, and uncertainty related to, the “Brexit” process in the United Kingdom, which could lead to additional expense and complexity in doing business there; |
• | increased difficulty in managing inventory; |
• | increased risk in collecting trade receivables; |
• | delayed revenue recognition; |
• | less effective protection of intellectual property; |
• | stringent regulation of the autonomous or other systems or products using our products and stringent consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances Directive, the Waste Electrical and Electronic Equipment Directive and the European Ecodesign Directive that are costly to comply with and may vary from country to country; |
• | difficulties and costs of staffing and managing foreign operations; |
• | changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws; and |
• | U.S. government’s restrictions on certain technology transfer to certain countries of concern. |
• | We did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and adequate controls related to journal entries and certain other business processes, and verifying transactions are properly classified in the financial statements. This material weakness resulted in adjustments to several account balances and disclosures in the consolidated financial statements for the years ended December 31, 2019 and 2018, and adjustments to the equity and warrant liabilities accounts and related disclosures in the condensed consolidated financial statements for the three months ended March 31, 2021. |
• | We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to our financial applications, programs and data to appropriate personnel. This material weakness did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. |
• | Recruiting additional personnel with appropriate internal controls, accounting knowledge and experience commensurate with our accounting and reporting requirements, in addition to engaging and utilizing third party consultants and specialists. |
• | Enhancing Entity Level Controls including increasing Board and Audit Committee oversight, expanding senior management review of financial and business performance, creating an internal audit function and charter, and providing code of conduct trainings. |
• | Strengthening IT governance and designing IT general controls including restricted user access to our internal systems for financial reporting, change management, program development and computer operations. |
• | Designing additional controls for financial close and reporting including review of accounting policies, journal entry review controls, review of significant or non-routine transactions, period end close procedures, financial statement preparation, review, and reporting. |
• | changes in the industries in which we and our customers operate; |
• | developments involving our competitors; |
• | changes in laws and regulations affecting our business; |
• | variations in our operating performance and the performance of our competitors in general; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or our industry; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | actions by stockholders, including the sale by significant stockholders of any of their shares of our common stock; |
• | additions and departures of key personnel; |
• | commencement of, or involvement in, litigation involving our company; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our common stock available for public sale; and |
• | general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
• | providing for a classified board of directors with staggered, three-year terms; |
• | the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the Certificate of Incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | the limitation of the liability of, and the indemnification of, our directors and officers; |
• | the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
OS0 Ultra-Wide View Digital Lidar |
• Resolution options (channels): • Range: • Field of View (FoV): • Horizontal resolution (@ 10 Hz): 2048 • Precision: ±1.5 - 5 cm • Points per second (@128 channels): • Power consumption: • Environmental protection: • Customization options: • Illustrative use cases: | |
OS1 Mid-Range Digital Lidar |
• Resolution options (channels): • Range: • FoV: • Horizontal resolution (@ 10 Hz) • Precision • Points per second • Power consumption: • Customization options: • Environmental protection: • Illustrative use cases: | |
OS2 Long-Range Digital Lidar |
• Resolution options (channels): • Range: • FoV: • Horizontal resolution (@ 10 Hz): • Horizontal resolution (@ 10 Hz): • Precision: • Points per second (@128 channels): • Power consumption: • Customization options: • Environmental protection: • Illustrative use cases: |
|
|
• | Design, prototyping, and testing of proprietary electrical, optical, and mechanical subsystems for our digital lidar products; |
• | Robust testing for industrial and autonomous vehicle safety certifications; |
• | Development of new products and enhancements to existing products in response to customer requirements including firmware development and software development of lidar integration products; |
• | Custom system-on-a-chip |
• | Development of custom manufacturing equipment. |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(dollars in thousands) |
||||||||||||
Revenue |
||||||||||||
Product revenue |
$ | 33,578 | $ | 16,886 | $ | 9,804 | ||||||
Service revenue |
— | 2,018 | 1,609 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
33,578 | 18,904 | 11,413 | |||||||||
|
|
|
|
|
|
|||||||
Cost of revenue (1) |
||||||||||||
Cost of product |
24,492 | 17,365 | 17,120 | |||||||||
Cost of services |
— | 26 | 308 | |||||||||
|
|
|
|
|
|
|||||||
Total cost of revenue |
24,492 | 17,391 | 17,428 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
9,086 | 1,513 | (6,015 | ) | ||||||||
Operating expenses (1): |
||||||||||||
Research and development |
34,579 | 23,317 | 23,297 | |||||||||
Sales and marketing |
22,258 | 8,998 | 4,505 | |||||||||
General and administrative |
51,959 | 20,960 | 14,546 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
108,796 | 53,275 | 42,348 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(99,710 | ) | (51,762 | ) | (48,363 | ) | ||||||
Other income (expense): |
||||||||||||
Interest income |
471 | 24 | 278 | |||||||||
Interest expense |
(504 | ) | (2,517 | ) | (3,582 | ) | ||||||
Other income (expense), net |
2,968 | (52,150 | ) | 7 | ||||||||
|
|
|
|
|
|
|||||||
Total other income (expense), net |
2,935 | (54,643 | ) | (3,297 | ) | |||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
(96,775 | ) | (106,405 | ) | (51,660 | ) | ||||||
(Benefit from) provision for income taxes |
(2,794 | ) | 375 | 1 | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (93,981 | ) | $ | (106,780 | ) | $ | (51,661 | ) | |||
|
|
|
|
|
|
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(% of total revenue) |
||||||||||||
Revenue |
||||||||||||
Product revenue |
100 | % | 89 | % | 86 | % | ||||||
Service revenue |
— | 11 | 14 | |||||||||
|
|
|
|
|
|
|||||||
Total revenue |
100 | 100 | 100 | |||||||||
|
|
|
|
|
|
|||||||
Cost of revenue (1) |
||||||||||||
Cost of product |
73 | 92 | 150 | |||||||||
Cost of services |
— | — | 3 | |||||||||
|
|
|
|
|
|
|||||||
Total cost of revenue |
73 | 92 | 153 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
27 | 8 | (53 | ) | ||||||||
Operating expenses (1): |
||||||||||||
Research and development |
103 | 123 | 204 | |||||||||
Sales and marketing |
66 | 48 | 39 | |||||||||
General and administrative |
155 | 111 | 127 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
324 | 282 | 371 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
(297 | ) | (274 | ) | (424 | ) | ||||||
Other (expense) income: |
||||||||||||
Interest income |
1 | — | 2 | |||||||||
Interest expense |
(2 | ) | (13 | ) | (31 | ) | ||||||
Other income (expense), net |
9 | (276 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
Total other expense, net |
8 | (289 | ) | (29 | ) | |||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
(289 | ) | (563 | ) | (453 | ) | ||||||
(Benefit from) provision for income taxes |
(8 | ) | 2 | — | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
(281 | )% | (565 | )% | (453 | )% | ||||||
|
|
|
|
|
|
(1) | Includes stock-based compensation expense as follows: |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(dollars in thousands) |
||||||||||||
Cost of revenue |
$ | 637 | $ | 657 | $ | 58 | ||||||
Research and development |
7,240 | 6,059 | 621 | |||||||||
Sales and marketing |
3,823 | 640 | 140 | |||||||||
General and administrative |
13,663 | 4,701 | 474 | |||||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation |
$ | 25,363 | $ | 12,057 | $ | 1,293 | ||||||
|
|
|
|
|
|
Year Ended December 31, |
2021 - 2020 Change |
2020 - 2019 Change |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
$ |
% |
$ |
% |
||||||||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||
Product revenue |
$ | 33,578 | $ | 16,886 | $ | 9,804 | $ | 16,692 | 99 | % | $ | 7,082 | 72 | % | ||||||||||||||
Service revenue |
— | 2,018 | 1,609 | (2,018 | ) | (100 | ) | 409 | 25 | % | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 33,578 | $ | 18,904 | $ | 11,413 | $ | 14,674 | 78 | % | $ | 7,491 | 66 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Revenue by geographic location: |
||||||||||||||||||||||||||||
United States |
$ | 14,790 | $ | 8,328 | $ | 7,035 | $ | 6,462 | 78 | % | $ | 1,293 | 18 | % | ||||||||||||||
Americas, excluding United States |
866 | 436 | 361 | 430 | 99 | 75 | 21 | |||||||||||||||||||||
Europe, Middle East and Africa |
10,588 | 5,870 | 2,368 | 4,718 | 80 | 3,502 | 148 | |||||||||||||||||||||
Asia and Pacific |
7,334 | 4,270 | 1,649 | 3,064 | 72 | 2,621 | 159 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 33,578 | $ | 18,904 | $ | 11,413 | $ | 14,674 | 78 | % | $ | 7,491 | 66 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
2021 - 2020 Change |
2020 - 2019 Change |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
$ |
% |
$ |
% |
||||||||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||||||||
Cost of revenue |
||||||||||||||||||||||||||||
Cost of product |
$ | 24,492 | $ | 17,365 | $ | 17,120 | $ | 7,127 | 41 | % | $ | 245 | 1 | % | ||||||||||||||
Cost of services |
— | 26 | 308 | (26 | ) | (100 | ) | (282 | ) | (92 | )% | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 24,492 | $ | 17,391 | $ | 17,428 | $ | 7,101 | 41 | % | $ | (37 | ) | 0 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
2021 - 2020 Change |
2020 - 2019 Change |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
$ |
% |
$ |
% |
||||||||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||
Research and development |
$ | 34,579 | $ | 23,317 | $ | 23,297 | $ | 11,262 | 48 | % | $ | 20 | 0 | % | ||||||||||||||
Sales and marketing |
22,258 | 8,998 | 4,505 | 13,260 | 147 | 4,493 | 100 | |||||||||||||||||||||
General and administrative |
51,959 | 20,960 | 14,546 | 30,999 | 148 | 6,414 | 44 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating expenses: |
$ | 108,796 | $ | 53,275 | $ | 42,348 | $ | 55,521 | 104 | % | $ | 10,927 | 26 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
2021-2020 Change |
2020-2019 Change |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
$ |
% |
$ |
% |
||||||||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||||||||
Interest income |
$ | 471 | $ | 24 | $ | 278 | $ | 447 | 1,863 | % | (254 | ) | (91 | ) % | ||||||||||||||
Interest expense |
(504 | ) | (2,517 | ) | (3,582 | ) | 2,013 | 80 | 1,065 | (30 | ) | |||||||||||||||||
Other income (expense), net |
2,968 | (52,150 | ) | 7 | 55,118 | 106 | (52,157 | ) | 745,100 |
Year Ended December 31, |
2021-2020 Change |
2020-2019Change |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
$ |
% |
$ |
% |
||||||||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||||||||
Loss before income taxes |
$ | (96,775 | ) | $ | (106,450 | ) | $ | (51,660 | ) | $ | 9,630 | 9 | % | $ | (54,745 | ) | (106 | )% | ||||||||||
(Benefit from) provision for income taxes |
(2,794 | ) | 375 | 1 | (3,169 | ) | 845 | 374 | (37,400 | ) | ||||||||||||||||||
Effective tax rate |
2.89 | % | (0.35 | )% | 0.000 | % |
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(dollars in thousands) |
||||||||||||
Net cash provided by (used in): |
||||||||||||
Operating activities |
$ | (71,061) | $ | (42,117) | $ | (40,187) | ||||||
Investing activities |
(15,229) | (3,509) | (7,494) | |||||||||
Financing activities |
258,304 | 39,863 | 50,505 |
• | Common Stock Valuation - The fair value of the shares of common stock underlying our stock-based awards issued after the Merger is based on the grant date closing fair market value of our common stock. Before closing of the Merger, the fair value of the shares of common stock underlying our stock-based awards was historically determined by management and approved by the Board of Directors. Because there was no public market for the our common stock, the Board of Directors determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant. |
• | Expected Term - The expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options. |
• | Expected Volatility - The expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares. |
• | Expected Dividends - We do not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%. |
• | Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. |
• | contemporaneous valuations of our common stock performed by independent third-party specialists; |
• | the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; |
• | the prices paid for common or convertible preferred stock sold to third-party investors by us and prices paid in secondary transactions for shares repurchased by us in arm’s-length transactions, including any tender offers, if any; |
• | the lack of marketability inherent in our common stock; |
• | our actual operating and financial performance; |
• | our current business conditions and projections; |
• | the hiring of key personnel and the experience of our management; |
• | the history of the company and the introduction of new products; |
• | our stage of development; |
• | the likelihood of achieving a liquidity event, such as an initial public offering (IPO), a merger, or acquisition of our company given prevailing market conditions; |
• | the operational and financial performance of comparable publicly traded companies; and |
• | the U.S. and global capital market conditions and overall economic conditions. |
Name |
Age |
Position | ||
Angus Pacala | 33 | Director, Co-Founder and Chief Executive Officer | ||
Mark Frichtl | 33 | Co-Founder and Chief Technology Officer | ||
Anna Brunelle | 54 | Chief Financial Officer | ||
Darien Spencer | 58 | Executive Vice President of Global Operations | ||
Adam Dolinko | 53 | General Counsel and Secretary | ||
Nathan Dickerman | 45 | President of Field Operations | ||
Susan Heystee | 60 | Director and Chair of the Board | ||
Jorge del Calvo | 66 | Director | ||
Emmanuel Hernandez | 66 | Director | ||
Sundari Mitra | 58 | Director | ||
Karin Rådström |
43 | Director | ||
Remy W. Trafelet | 51 | Director |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing with our independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
• | reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to our board of directors regarding the compensation of our Chief Executive Officer; |
• | reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and |
• | appointing and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders; |
• | overseeing an evaluation of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | Angus Pacala, who serves as Chief Executive Officer and is our principal executive officer; |
• | Anna Brunelle, who serves as Chief Financial Officer and is our principal financial officer; |
• | Darien Spencer, who serves as Executive Vice President of Global Operations; |
• | Nathan Dickerman, who serves as President of Field Operations; and |
• | Adam Dolinko, who serves as General Counsel. |
• | Tying realized compensation with the success of Ouster |
• | Rewarding individual contribution |
• | Providing future oriented incentives |
• | Striking an appropriate balance between internal equity and external competitiveness |
Chargepoint Holdings Inc. | Luminar Technologies, Inc. | |
SiTime Corporation | Romeo Power, Inc. | |
CEVA, Inc. | Aeva Technologies, Inc. | |
Velodyne Lidar, Inc. | AEye, Inc. | |
PDF Solutions, Inc. | Canoo Inc. | |
FuelCell Energy, Inc. | EOS Energy | |
Veritone, Inc. | Fisker Inc. | |
ShotSpotter, Inc. | QuantumScape Corporation | |
Kopin Corporation | Virgin Galactic Holdings, Inc. | |
908 Devices Inc. | Atomera Incorporated | |
XL Fleet Corp. |
Compensation Element |
Compensation Objectives Designed to be Achieved and Key Features | |
Base Salary | Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income |
Compensation Element |
Compensation Objectives Designed to be Achieved and Key Features | |
Cash-Based Incentive Compensation | Directly ties pay to key financial metric, which we believe will lead to sustained value for all stakeholders over the long term. | |
Equity-Based Compensation | Equity-based compensation, provided in the form of stock options and restricted stock units, reinforces the importance of a long-term, ownership orientation, creates alignment with our stockholders, and promotes retention. Equity-based compensation is the most significant portion of compensation for our executives. | |
Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Provides our executives security to focus on executing our strategies. | |
Retirement, Health and Welfare Benefits | Rounds out a competitive compensation package and aids in retaining our executives. |
Named Executive Officer Fiscal 2021 Base Salary |
||||
Angus Pacala |
$ | 180,000 | ||
Anna Brunelle |
$ | 325,000 | ||
Darien Spencer |
$ | 310,000 | ||
Nathan Dickerman |
$ | 325,000 | ||
Adam Dolinko |
$ | 325,000 |
Named Executive Officer Target Percentage |
||||
Anna Brunelle |
31.00 | % | ||
Darien Spencer |
30.00 | % | ||
Nathan Dickerman |
100.00 | % |
Category |
Fiscal 2021 |
Total |
||||||
Bookings Goal |
93 | % | $ | 57,103 | ||||
Revenue Goal |
99 | % | $ | 91,665 | ||||
Guaranteed Minimum |
— | $ | 81,250 | |||||
Strategic Objectives |
$ | 25,697 | ||||||
|
|
|||||||
$ | 255,715 | |||||||
|
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards($)(1) |
Option Awards ($)(1) |
Non-Equity Incentive Plan Compensation ($)(2) |
All Other Compensation ($)(3) |
Total |
||||||||||||||||||||||||
Angus Pacala |
2021 | 120,125 | — | — | — | — | 4,904 | 125,029 | ||||||||||||||||||||||||
Chief Executive Officer |
2020 | 70,333 | — | — | 12,840,820 | — | 2,735 | 12,913,888 | ||||||||||||||||||||||||
2019 | 120,000 | — | — | — | — | 4,800 | 124,800 | |||||||||||||||||||||||||
Anna Brunelle |
2021 | 323,202 | — | 1,637,760 | — | 244,194 | 159,909 | 2,365,065 | ||||||||||||||||||||||||
Chief Financial Officer |
2020 | 219,277 | — | — | 2,384,581 | 4,431 | 2,608,289 | |||||||||||||||||||||||||
Darien Spencer |
2021 | 286,828 | — | 1,316,148 | — | 161,949 | 119,976 | 1,884,901 | ||||||||||||||||||||||||
Executive Vice President of Global Operations |
||||||||||||||||||||||||||||||||
Nathan Dickerman(4) |
2021 | 234,462 | — | 6,619,419 | 3,803,744 | 255,715 | 10,275 | 10,903,209 | ||||||||||||||||||||||||
President of Field Operations |
||||||||||||||||||||||||||||||||
Adam Dolinko(5) |
2021 | 28,629 | — | 3,974,785 | — | — | 1,150 | 4,004,564 | ||||||||||||||||||||||||
General Counsel |
(1) | Amounts reflect the full grant-date fair value of stock awards and stock options granted during fiscal 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to named executive officers in Note 12 of our financial statements included in this prospectus. |
(2) | $150,000 and $75,000 of the amounts reported for Ms. Brunelle and Mr. Spencer, respectively, constitute merit bonuses earned by each named executive officer upon the closing the merger of our company with a subsidiary of Colonnade Acquisition Corp. $94,194 and $86,949 of the amounts reported for Ms. Brunelle and Mr. Spencer, respectively, constitute annual performance-based cash bonuses earned based on our achievement of revenue goals. The full amount reported for Mr. Dickerman constitutes sales incentive compensation earned under his sales incentive compensation plan. |
(3) | $146,664 and $107,495 of the amounts reported for Ms. Brunelle and Mr. Spencer constitute forgiven principal and interest of promissory notes. All other amounts reported constitute 401(k) plan matching contributions. |
(4) | Mr. Dickerman commenced employment with us as President of Field Operations in April 2021. |
(5) | Mr. Dolinko commenced employment with us as our General Counsel in December 2021. |
Name |
Grant Date |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair value of Stock and Option Awards ($) |
||||||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
||||||||||||||||||||||||||||||
Anna Brunelle |
100,750 | 100,750 | ||||||||||||||||||||||||||||||
3/11/2021 | (2) | 136,480 | 1,637,760 | |||||||||||||||||||||||||||||
Darien Spencer |
93,000 | 93,000 | ||||||||||||||||||||||||||||||
3/11/2021 | (2) | 109,679 | 1,316,148 | |||||||||||||||||||||||||||||
Nathan Dickerman |
243,750 | 515,625 | ||||||||||||||||||||||||||||||
5/7/2021 | (3) | 645,797 | 10.26 | 3,803,744 | ||||||||||||||||||||||||||||
5/7/2021 | (2) | 645,797 | 6,619,419 | |||||||||||||||||||||||||||||
Adam Dolinko |
12/1/2021 | (2) | 608,696 | 3,974,785 |
(1) | Constitutes target and maximum amount payable under our annual performance-based cash bonus program for Ms. Brunelle and Mr. Spencer and our sales incentive compensation plan for Mr. Dickerman. Payments under our annual performance-based cash bonus program are capped at 100% of target. The sales incentive compensation plan for Mr. Dickerman provides the opportunity to earn up to 150% of target for overachievement of his bookings and revenue goals and up to $150,000 in excess of target for the achievement of strategic objectives. |
(2) | 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and 1/16th of the restricted stock units vest on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest. |
(3) | 25% of the shares underlying the option vests and becomes exercisable on the first anniversary of the vesting commencement date and 1/48th of the shares underlying the option vests and becomes exercisable on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(8) |
|||||||||||||||||||||
Angus Pacala |
10/2/2020 (1) | 4,359,767 | 0.21 | 10/1/2030 | ||||||||||||||||||||||||
10/2/2020 (2) | 1,271,598 | 3,088,169 | 1.42 | 10/1/2030 | ||||||||||||||||||||||||
Anna Brunelle |
3/15/2021 (3) | 136,480 | 709,696 | |||||||||||||||||||||||||
5/20/2020 (4) | 143,082 | 713,979 | ||||||||||||||||||||||||||
Darien Spencer |
3/15/2021 (3) | 109,679 | 570,331 | |||||||||||||||||||||||||
5/23/2019 (5) | 6,850 | 34,354 | ||||||||||||||||||||||||||
7/1/2020 (5) | 76,774 | 385,031 | ||||||||||||||||||||||||||
5/23/2019 (5) | 2,195 | 11,008 | ||||||||||||||||||||||||||
5/23/2019 (6) | 4,289 | 21,388 | ||||||||||||||||||||||||||
7/1/2020 (6) | 48,193 | 240,323 | ||||||||||||||||||||||||||
Nathan Dickerman |
4/12/2021 (7) | 645,797 | 10.26 | 5/6/2031 | ||||||||||||||||||||||||
6/11/2021 (3) | 645,797 | 3,358,144 | ||||||||||||||||||||||||||
Adam Dolinko |
12/11/2021 (3) | 608,696 | 3,165,219 |
(1) | 1/48th of the shares originally subject to the option vest on each one-month anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date and the option will vest as to 50% of the unvested shares underlying the option upon a change in control and, following the change in control, the remaining unvested shares underlying the option will vest in substantially equal monthly installments through the end of the original vesting schedule. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, in each case, on or after a change in control, any then unvested shares will become fully vested. The options may be exercised by the executive prior to vesting, with any unvested shares subject to repurchase by us at the original exercise price in the event of a termination of the executive’s employment. |
(2) | 1/48th of the shares originally subject to the option vest on each one-month anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date and each option will vest as to 50% of the unvested shares underlying the option upon a change in control and, following the change in control, the remaining unvested shares underlying the option will vest in substantially equal monthly installments through the end of the original vesting schedule. In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, in each case, on or after a change in control, any then unvested shares will become fully vested. |
(3) | 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and 1/16th of the restricted stock units vest on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety day period immediately before or twelve month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest. |
(4) | Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise. The unvested shares are subject to repurchase by us at the original exercise price of $0.15 per share upon a termination of the named executive officer’s employment. The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date. The vesting of 50% of the unvested shares accelerate upon a change in control. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest. |
(5) | Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise. The unvested shares are subject to repurchase by us at the original exercise price of $0.18 per share upon a termination of the named executive officer’s employment. The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest. |
(6) | Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise. The unvested shares are subject to repurchase by us at the original exercise price of $0.21 per share upon a termination of the named executive officer’s employment. The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest. |
(7) | 25% of the shares underlying the option vests and becomes exercisable on the first anniversary of the vesting commencement date and 1/48th of the shares underlying the option vests and becomes exercisable on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date. In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest. |
(8) | Amounts calculated based on the $5.20 closing trading price of our common stock as of December 31, 2021. Amounts reported for shares acquired upon exercise of stock options prior to vesting are reported net of the exercise price paid by the named executive officer. |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realizedon Exercise($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (1) |
||||||||||||
Anna Brunelle |
1,220,889 | 13,150,498 | ||||||||||||||
Darien Spencer |
348,154 | 3,718,208 |
(1) | Represents the value of shares of restricted stock acquired upon exercise of a stock option prior to exercise, calculated based on the closing trading price of our common stock on the vesting date less the exercise price paid for the shares. |
Named Executive Officer |
Type of Payment |
Change in Control ($) (1) |
Covered Termination Unrelated to a Change in Control (2) |
Covered Termination in connection with a Change in Control |
||||||||||
Angus Pacala |
Accelerated Vesting | 27,083,242 | — | — | ||||||||||
Anna Brunelle |
Base Salary | 160,000 | 320,000 | |||||||||||
Accrued Bonus | 94,194 | 94,194 | ||||||||||||
COBRA Reimbursement | 7,166 | |||||||||||||
Accelerated Vesting | 1,423,675 | 1,423,675 | ||||||||||||
Total |
1,423,675 |
254,194 |
1,845,035 |
|||||||||||
Darien Spencer |
Accelerated Vesting | 1,262,435 | — | — | ||||||||||
Nathan Dickerman |
Base Salary | 162,500 | 325,000 | |||||||||||
COBRA Reimbursement | 3,583 | 7,166 | ||||||||||||
Accelerated Vesting | 3,358,144 | 3,358,144 | ||||||||||||
Total |
3,358,144 |
166,083 |
3,690,310 |
|||||||||||
Adam Dolinko |
Accelerated Vesting | 3,165,219 | — | 3,165,219 |
(1) | Constitutes the value accelerated vesting that occurs automatically upon a change in control in the event equity awards are not assumed by an acquirer. The value of accelerated vesting was calculated by subtracting the exercise prices of options and the repurchase price of restricted stock from $5.20 per share, which was the closing trading price of our common stock on December 31, 2021. Options with exercise prices in excess of $5.20 per share were excluded. Ms. Brunelle is entitled to 50% accelerated vesting upon a change in control if equity awards are assumed. |
(2) | Constitutes amounts that become payable to (a) Ms. Brunelle in the event that, on December 31, 2021, we had terminated her employment without cause or she had resigned for good reason prior to, or more than 12 months after, a change in control and (b) Mr. Dickerman and Mr. Dolinko in the event that, on December 31, 2021, we had terminated their employment without cause or they had resigned for good reason more than 90 days prior to or more than 12 months after a change in control. The value of accelerated vesting was calculated by subtracting the exercise prices of options and the repurchase price of restricted stock from $5.20 per share, which was the closing trading price of our common stock on December 31, 2021. Options with exercise prices in excess of $5.20 per share were excluded. |
(3) | Constitutes amounts that become payable to (a) Ms. Brunelle in the event that, on December 31, 2021, we had terminated her employment without cause or she had resigned for good reason prior to, or more than 12 months after, a change in control and (b) Mr. Dickerman and Mr. Dolinko in the event that, on December 31, 2021, we had terminated their employment without cause or they had resigned for good reason more than 90 days prior to or more than 12 months after a change in control. The value of accelerated vesting was calculated by subtracting the exercise prices of options and the repurchase price of restricted stock from $5.20 per share, which was the closing trading price of our common stock on December 31, 2021. Options with exercise prices in excess of $5.20 per share were excluded. |
• | Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. |
• | Any chairperson of the board of directors receives an additional annual cash retainer in the amount of $51,250 |
• | Any Lead Director receives an additional annual cash retainer in the amount of $25,000 per year. |
• | The chairperson of the audit committee receives additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee. |
• | The chairperson of the compensation committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee. |
• | The chairperson of the corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the corporate governance committee. Each non-chairperson member of the corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the corporate governance committee. |
• | Each non-employee director may also elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Incentive Award Plan. Elections to convert all or a portion of the annual cash retainer into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our board of directors or compensation committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director. Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
Option Awards ($)(1) |
Total ($) |
||||||||||||||||||||||
Jorge del Calvo |
47,076 | 453,863 | — | 500,939 | ||||||||||||||||||||||
Emmanuel Hernandez |
53,350 | 453,361 | — | 506,711 | ||||||||||||||||||||||
Susan Heystee |
39,336 | 3,560,688 | — | 3,600,024 | ||||||||||||||||||||||
Sundari Mitra |
44,995 | 454,184 | — | 499,179 | ||||||||||||||||||||||
Remy W. Trafelet. |
40,417 | — | — | 40,417 | ||||||||||||||||||||||
Karin Rådström(2) |
6,970 | 364,018 | — | 370,988 | ||||||||||||||||||||||
Carl Bass(3) |
19,120 | 16,879,515 | 11,931,096 | 28,829,731 |
(1) | Amounts reflect the full grant-date fair value of stock awards and stock options granted during fiscal 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to named executive officers in Note 12 of our financial statements included in this prospectus. |
Name |
Restricted Stock Units Outstanding at Fiscal Year End | |||||||||
Jorge del Calvo |
43,876 | |||||||||
Emmanuel Hernandez |
44,714 | |||||||||
Susan Heystee |
356,498 | |||||||||
Sundari Mitra |
43,523 | |||||||||
Remy W. Trafelet. |
4,979 | |||||||||
Karin Rådström |
51,920 |
(2) | Ms. Rådström commenced service on our board of directors in October 2021. |
(3) | Mr. Bass forfeited all of the restricted stock units, performance stock units and options granted to him in connection with his cessation of service on our board of directors in June 2021. |
• | an award of 807,246 restricted stock units that vest as to 20% of the total number of restricted stock units subject to the award on each of the first five anniversaries of the date Mr. Bass commenced employment with Old Ouster, February 15, 2021 (the “Start Date”), subject to his continued employment through the applicable vesting date; |
• | an option to purchase 1,614,492 shares of our common stock with an exercise price equal to $12, which was the fair market value of our common stock on the date of grant that vest as to 20% of the total number of shares of our common stock subject to the option on each of the first five anniversaries of the Start Date, subject to his continued employment through the applicable vesting date. Notwithstanding the vesting of the option, the option will not be exercisable unless and until the closing trading price per share of Ouster common stock equals or exceeds 130% of the exercise price per share of the option for 30 consecutive trading days (the “Stock Price Condition”) and if the Stock Price Condition is not met on or prior to the fifth anniversary of the date of grant, the option would terminate for no consideration; and |
• | an award of 807,246 performance stock units that vest, subject to his continued employment through the applicable vesting date, as to 25% of the total number of performance stock units the first time the closing trading price per share of Ousters common stock exceeds the following per share stock price targets for at least 30 consecutive trading days on or after the following anniversaries of the date of grant: |
• | $18 on or after the first anniversary of the date of grant, |
• | $24 on or after the second anniversary of the date of grant, |
• | $30 on or after the third anniversary of the date of grant and |
• | $36 on or after the fourth anniversary of the date of grant; and |
• | any performance stock units that have not vested as of the fifth anniversary of the date of grant will terminate for no consideration. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
Option Awards ($)(2) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||
Susan Heystee |
— | 88,547 | 929 | — | 89,476 | |||||||||||||||
All Other Non-Employee Directors(3) |
— | — | — | — | — |
(1) | Amounts reported represent the aggregate grant date fair value of stock awards granted to Ms. Heystee computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our unaudited condensed consolidated financial statements included in this prospectus. As of December 31, 2020, Ms. Heystee held 82,950 shares of restricted stock, including 8,437 shares of restricted stock acquired upon exercise of an option prior to vesting. No other stock awards were held by our non-employee directors as of December 31, 2020. |
(2) | Amounts reported represent the aggregate incremental fair value of options held by Ms. Heystee that were repriced on July 17, 2020, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our unaudited condensed consolidated financial statements included in this prospectus. No options were held by our other non-employee directors as of December 31, 2020. |
(3) | All Other Non-Employee Directors as of December 31, 2020 included David Blau, Zachary Frankel, Krishna Kantheti, Isaac Pritzker, Ashok Rao and Riaz Valani. |
• | Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. |
• | Any Lead Director receives an additional annual cash retainer in the amount of $25,000 per year. |
• | The chairperson of the audit committee receives additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee. |
• | The chairperson of the compensation committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee. |
• | The chairperson of the corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the corporate governance committee. Each non-chairperson member of the corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the corporate governance committee. |
• | Each non-employee director may also elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Incentive Award Plan. Elections to convert all or a portion of the annual cash retainer into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our board of directors or compensation committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director. Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer. |
• | Additionally, the Director Compensation Program provides that non-employee directors may elect to defer all or part of the settlement of restricted stock units granted to them. |
• | each person who is known to be the beneficial owner of more than 5% of our voting shares; |
• | each of our named executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) |
Number of Shares |
% of Ownership |
||||||
5% Holders |
||||||||
Banyan Venture Holdings LLC(2) |
25,572,646 | 14.82 | % | |||||
Tao Invest II LLC(3) |
11,253,152 | 6.52 | % | |||||
Sharing LLC Ouster 2 PS and affiliated entities(4) |
10,886,622 | 6.31 | % | |||||
The Vanguard Group(5) |
10,634,089 | 6.16 | % | |||||
Directors and Named Executive Officers |
||||||||
Angus Pacala(6) |
7,655,631 | 4.35 | % | |||||
Adam Dolinko |
— | * | ||||||
Nathan Dickerman(7) |
161,449 | * | ||||||
Darien Spencer(8) |
1,130,780 | * | ||||||
Anna Brunelle(9) |
1,407,092 | * | ||||||
Jorge del Calvo(10) |
— | * | ||||||
Emmanuel Hernandez(11) |
29,583 | * | ||||||
Susan Heystee(12) |
434,519 | * | ||||||
Sundari Mitra(10) |
— | * | ||||||
Karin Rådström(13) |
13,930 | * | ||||||
Remy Trafelet(10)(14) |
1,949,243 | 1.13 | % | |||||
All directors and executive officers as a group (12 individuals)(15) |
18,499,123 | 10.36 | % |
* | Less than one percent |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is 350 Treat Avenue, San Francisco, CA 94110. |
(2) | Based on a Schedule 13G/A filed with the SEC on February 11, 2022. Consists of 25,572,646 shares over which Banyan Venture Holdings LLC has shared voting and dispositive power. Krishna Kantheti is the manager of Banyan Venture Holdings LLC. As a result, Mr. Kantheti may be deemed to beneficially own the shares held by Banyan Venture Holdings LLC. The address for Banyan Venture Holdings LLC and Mr. Kantheti is 500 108th Ave NE, Suite 1100, Bellevue, WA 98004. |
(3) | Based on a Schedule 13G filed with the SEC on February 14, 2022. Tao Invest II LLC (“Tao Invest”) has shared voting and dispositive power over 11,253,152 shares of our common stock. The manager of Tao |
Invest is Tao Capital Management LP (“LP”). The business address of Tao Invest and LP is One Letterman Drive, Suite C4-420, San Francisco, California 94129. |
(4) | Based on a Schedule 13G filed with the SEC on September 3, 2021. Sharing LLC Ouster 2 PS (“Sharing 2”) has shared voting and dispositive power over 6,726,512 shares of our common stock, Sharing LLC Ouster 3 PS (“Sharing 3”) has shared voting and dispositive power over 3,703,221 shares of our common stock, Sharing LLC Ouster PS (“Sharing”) has shared voting and dispositive power over 456,889 shares of our common stock and Jacob Goldfield has shared voting and dispositive power over 10,886,622 shares of our common stock. Because of the relationship of Mr. Goldfield to Sharing, Sharing 2 and Sharing 3, Mr. Goldfield may be deemed to beneficially own the shares of common stock held by such entities. The address for each of the foregoing entities and Mr. Goldfield is 33 Union Square West New York, NY 10003. |
(5) | Based on a Schedule 13G filed with the SEC on February 10, 2022. The Vanguard Group has shared voting power over 257,926 shares, sole dispositive power over 10,349,874 shares and shared dispositive power over 284,215 shares of our common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(6) | Consists of 4,385,807 shares of common stock and 3,269,824 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of February 15, 2022. |
(7) | Consists of 161,449 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of February 15, 2022. |
(8) | Includes 1,103,361 shares of common stock held directly and 27,419 shares of common stock issuable upon vesting of restricted stock units that will vest as of or within 60 days of February 15, 2022. |
(9) | Includes 1,372,972 shares of common stock held directly and 34,120 shares of common stock issuable upon vesting of restricted stock units that will vest as of or within 60 days of February 15, 2022. |
(10) | Director has elected to defer settlement of equity compensation such that no shares will be settled as of or within 60 days of February 15, 2022. |
(11) | Consists of 29,583 shares of common stock issuable upon deferred settlement of previously vested or to be vested awards of restricted stock units as of or within 60 days of February 15, 2022. |
(12) | Consists of 428,766 shares of common stock and 5,753 shares of common stock issuable upon vesting of restricted stock units as of or within 60 days of February 15, 2022. |
(13) | Consists of 7,554 shares of common stock and 6,376 shares of common stock issuable upon vesting of restricted stock units as of or within 60 days of February 15, 2022. |
(14) | Consists of 1,557,576 shares of common stock held directly and 391,667 shares of common stock held by the Remy W. Trafelet Revocable Trust. |
(15) | Consists of 12,597,911 shares of common stock 5,901,212 shares of common stock issuable upon deferred settlement of previously vested awards of restricted stock units, vesting of restricted stock units or exercise of options exercisable as of or within 60 days of February 15, 2022. |
Name of Registered Holders |
Before the Offering |
After the Offering |
||||||||||||||||||||||||||||||
Number of Shares of Common Stock |
Number of Warrants |
Number of Shares of Common Stock Being Offered (1) |
Number of Warrants Being Offered (2) |
Number of Shares of Common Stock |
Percentage of Outstanding Shares of Common Stock |
Number of Warrants |
Percentage of Outstanding Warrants |
|||||||||||||||||||||||||
Angus Pacala (3) |
4,385,807 | — | 4,385,807 | — | — | — | — | — | ||||||||||||||||||||||||
Arcadia Investment Partners LLC |
20,000 | — | 20,000 | — | — | — | — | — | ||||||||||||||||||||||||
Banyan Venture Holdings LLC (4) |
25,572,646 | — | 25,572,646 | — | — | — | — | — | ||||||||||||||||||||||||
BBR Absolute Return (QP), LP |
13,831 | — | 13,831 | — | — | — | — | — | ||||||||||||||||||||||||
BBR Absolute Return 03OS |
1,431 | — | 1,431 | — | — | — | — | — | ||||||||||||||||||||||||
BBR Absolute Return, LP |
1,908 | — | 1,908 | — | — | — | — | — | ||||||||||||||||||||||||
BBR Fixed Income Opportunities Fund LP (5) |
13,831 | — | 13,831 | — | — | — | — | — | ||||||||||||||||||||||||
Beacon Hill Private Limited |
25,000 | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||
Blackwell Partners LLC – Series A |
165,000 | — | 165,000 | — | — | — | — | — | ||||||||||||||||||||||||
Boothbay Absolute Return Strategies, LP (5) |
28,615 | — | 28,615 | — | — | — | — | — | ||||||||||||||||||||||||
Boothbay Diversified Alpha Master Fund, LP (5) |
42,923 | — | 42,923 | — | — | — | — | — | ||||||||||||||||||||||||
Carthona Capital FS PTY LTD ACN 600 937 933 as Trustee For The Carthona Ouster No.2 Trust (ABN 17 818 905 922) (6) |
2,641,227 | — | 2,641,227 | — | — | — | — | — | ||||||||||||||||||||||||
Carthona Capital FS PTY LTD ATF Carthona Ouster Trust (ABN 12 364 567 438) (6) |
890,529 | — | 890,529 | — | — | — | — | — | ||||||||||||||||||||||||
CCVF1 (HP) Services PTY LTD (ACN 620 088 459) in its Capacity as the Trustee for the Carthona Capital Venture Fund (HP) No. 1 (ABN 93 305 716 604) Part A (7) |
196,612 | — | 196,612 | — | — | — | — | — | ||||||||||||||||||||||||
CCVF1 (HP) Services PTY LTD (ACN 620 088 459) in its Capacity as the Trustee for the Carthona Capital Venture Fund (HP) No. 1 (ABN 93 305 716 604) Part B (6) |
298,550 | — | 298,550 | — | — | — | — | — | ||||||||||||||||||||||||
CCVF1 (HP) Services PTY LTD (ACN 620 088 459) in its Capacity as the Trustee for the Carthona Capital Venture Fund (HP) No. 1 (ABN 93 305 716 604) Part C |
4,258,980 | — | 4,258,980 | — | — | — | — | — |
Name of Registered Holders |
Before the Offering |
After the Offering |
||||||||||||||||||||||||||||||
Number of Shares of Common Stock |
Number of Warrants |
Number of Shares of Common Stock Being Offered (1) |
Number of Warrants Being Offered (2) |
Number of Shares of Common Stock |
Percentage of Outstanding Shares of Common Stock |
Number of Warrants |
Percentage of Outstanding Warrants |
|||||||||||||||||||||||||
CCVF2 (HP) Services PTY LTD ACN 637 907 414 As Trustee For The Carthona Capital Venture Fund (HP) No. 2 ABN 11 878 913 827 |
2,348,957 | — | 2,348,957 | — | — | — | — | — | ||||||||||||||||||||||||
Christopher Glinski |
315,000 | — | 315,000 | — | — | — | — | — | ||||||||||||||||||||||||
Citadel Multi-Strategy Equities Master Fund Ltd. (7) |
900,000 | — | 900,000 | — | — | — | — | — | ||||||||||||||||||||||||
CUIT Opportunistic Bond Fund (5) |
47,692 | — | 47,692 | — | — | — | — | — | ||||||||||||||||||||||||
Emil W. Henry (8) |
25,000 | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||
Fontinalis Capital Partners II, L.P. |
382,032 | — | 50,000 | — | 332,032 | * | — | — | ||||||||||||||||||||||||
GAC Acquisition LLC |
975,890 | — | 975,890 | — | — | — | — | — | ||||||||||||||||||||||||
Hartree Partners LP |
400,000 | — | 400,000 | — | — | — | — | — | ||||||||||||||||||||||||
HF Fund LP |
1,000,000 | — | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Hiddenite Capital Master Fund LTD |
234,000 | 25,000 | 60,000 | — | 174,600 | * | 25,000 | * | ||||||||||||||||||||||||
James C. Flores (9) |
138,636 | — | 138,636 | — | — | — | — | — | ||||||||||||||||||||||||
Joseph S. Sambuco (10) |
1,730,152 | 2,100,000 | 1,730,152 | 2,100,000 | — | — | — | — | ||||||||||||||||||||||||
Joseph S. Sambuco 2012 Family Trust |
154,091 | — | 154,091 | — | — | — | — | — | ||||||||||||||||||||||||
Manny de Zarraga (11) |
138,636 | — | 138,636 | — | — | — | — | — | ||||||||||||||||||||||||
Mark Frichtl (12) |
3,343,636 | — | 3,343,636 | — | — | — | — | — | ||||||||||||||||||||||||
Maso Capital Investments Limited |
60,000 | — | 60,000 | — | — | — | — | — | ||||||||||||||||||||||||
OIG Ouster IV, LLC (13) |
8,058,362 | — | 8,058,362 | — | — | — | — | — | ||||||||||||||||||||||||
Ouster Investments LLC (14) |
7,406,443 | — | 7,406,443 | — | — | — | — | — | ||||||||||||||||||||||||
Remy W. Trafelet (15) |
1,557,576 | 2,100,000 | 1,557,576 | 2,100,000 | — | — | — | — | ||||||||||||||||||||||||
Remy W. Trafelet Revocable Trust |
391,667 | — | 391,667 | — | — | — | — | — | ||||||||||||||||||||||||
Roger T. Mullarkey |
20,000 | — | 20,000 | — | — | — | — | — | ||||||||||||||||||||||||
RTCM Holdings PTE. LTD. |
391,666 | — | 391,666 | — | — | — | — | — | ||||||||||||||||||||||||
Schonfeld Strategic 460 Fund LLC |
500,000 | — | 500,000 | — | — | — | — | — | ||||||||||||||||||||||||
Sharing LLC Ouster 2 PS (16) |
6,726,512 | — | 6,726,512 | — | — | — | — | — | ||||||||||||||||||||||||
Sharing LLC Ouster 3 PS (16) |
3,703,221 | — | 3,703,221 | — | — | — | — | — | ||||||||||||||||||||||||
Sharing LLC Ouster PS (16) |
456,889 | — | 456,889 | — | — | — | — | — | ||||||||||||||||||||||||
Spring Creek Capital, LLC |
— | 274,200 | — | — | — | — | 274,200 | 1.7 | % | |||||||||||||||||||||||
Star V Partners LLC |
75,000 | — | 75,000 | — | — | — | — | — | ||||||||||||||||||||||||
Starr Commonwealth (5) |
4,769 | — | 4,769 | — | — | — | — | — | ||||||||||||||||||||||||
Tanpoint (US) Private Limited |
1,257,576 | 1,800,000 | 1,257,576 | 1,800,000 | — | — | — | — | ||||||||||||||||||||||||
Tao Invest II LLC (17) |
11,253,152 | — | 11,253,152 | — | — | — | — | — | ||||||||||||||||||||||||
Tech Opportunities LLC (18) |
1,000,000 | — | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Xiaoping Hu |
30,000 | — | 30,000 | — | — | — | — | — | ||||||||||||||||||||||||
Total |
93,583,445 | 6,299,200 | 92,151,523 | 6,000,000 | 506,632 | * | 299,200 | 1.9 | % |
* | Less than 1%. |
(1) | The amounts set forth in this column are the number of shares of common stock that may be offered by such Registered Holder using this prospectus. These amounts do not represent any other shares of our common stock that the Registered Holder may own beneficially or otherwise. |
(2) | The amounts set forth in this column are the number of warrants that may be offered by such Registered Holder using this prospectus. These amounts do not represent any other warrants that the Registered Holder may own beneficially or otherwise. |
(3) | Angus Pacala has served as the Company’s Chief Executive Officer and as a member of the board of directors since the closing of the business combination on March 11, 2021 and held the same or similar positions with Old Ouster prior to the business combination. |
(4) | Krishna Kantheti is the manager of Banyan Venture Holdings LLC. As a result, Mr. Kantheti may be deemed to beneficially own the shares held by Banyan Venture Holdings LLC. Mr. Kantheti also served as a member of the board of directors of Old Ouster prior to the business combination. The address for Banyan Venture Holdings LLC is 215 NW 24th St, Suite 501, Miami FL 33127. |
(5) | Acting as their investment advisor, Longfellow Investment Management Co., LLC is deemed to have investment discretion and shared voting control over these Ouster, Inc. securities beneficially owned by our clients. Interest shown consists of 47,692 shares of common stock beneficially owned by CUIT Opportunistic Bond Fund, 13,831 shares of common stock beneficially owned by BBR Fixed Income Opportunities Fund, LP, 4,769 shares of common stock beneficially owned by Starr Commonwealth, 28,615 shares of common stock beneficially owned by Boothbay Absolute Return Strategies, and LP, 42,923 shares of common stock beneficially owned by Boothbay Diversified Alpha Master Fund, LP, 13,831 shares of common stock beneficially owned by BBR Absolute Return (QP), LP, 1,908 shares of common stock beneficially owned by BBR Absolute Return, LP. The business address for Longfellow Investment Management Co., LLC is 125 High Street, Suite 832, Boston, MA 02110. |
(6) | Consists of (i) 4,754,142 shares of Ouster common stock held by Carthona Capital Venture Fund (HP) No. 1 (“Carthona Fund 1”), (ii) 2,348,957 shares of Ouster common stock held by Carthona Capital Venture Fund (HP) No. 2 (“Carthona Fund 2”), (iii) 890,529 shares of Ouster common stock held by Carthona Ouster Trust (“Carthona Fund 3”) and (iv) 2,641,227 shares of Ouster common stock held by Carthona Ouster No. 2 Trust (“Carthona Fund 4” and collectively with Carthona Fund 1, Carthona Fund 2 and Carthona Fund 3, the “Carthona Funds”). Carthona Fund 1 and Carthona Fund 2 are managed by Carthona Capital FS Pty Ltd (“Carthona Manager 1”). Carthona Fund 3 and Carthona Fund 4 are managed by Carthona Capital Pty Ltd a/t/f the Carthona Capital Ventures Trust (“Carthona Manager 2”). Dean Dorrell and James Synge are the directors of Carthona Manager 1 and Carthona Manager 2. Messrs. Dorrell and Synge, as the directors of Carthona Manager 1 and Carthona Manager 2, share voting and investment power of the securities held by the Carthona Funds. |
(7) | Pursuant to a portfolio management agreement, Citadel Advisors LLC, an investment advisor registered under the U.S. Investment Advisers Act of 1940 (“CAL”), holds the voting and dispositive power with respect to the shares held by Citadel Multi-Strategy Equities Master Fund Ltd. Citadel Advisors Holdings LP (“CAH”) is the sole member of CAL. Citadel GP LLC is the general partner of CAH. Kenneth Griffin (“Griffin”) is the President and Chief Executive Officer of and sole member of Citadel GP LLC. Citadel GP LLC and Griffin may be deemed to be the beneficial owners of the shares of common stock through their control of CAL and/or certain other affiliated entities. |
(8) | Emil W. Henry served as a director of the Company from August 25, 2020 (inception) until the closing of the business combination on March 11, 2021. |
(9) | James C. Flores served as a director of the Company from August 25, 2020 (inception) until the closing of the business combination on March 11, 2021. |
(10) | Joseph S. Sambuco served as Chairman of the Company’s board of directors from June 4, 2020 (inception) until the closing of the business combination on March 11, 2021. |
(11) | Manny de Zarraga served as a director of the Company from August 25, 2020 (inception) until the closing of the business combination on March 11, 2021. |
(12) | Mark Frichtl has served as the Company’s Chief Technology Officer since the closing of the business combination on March 11, 2021 and held the same or similar positions with Old Ouster prior to the business combination. |
(13) | Kyle Veenstra is the sole manager of OIG Ouster IV, LLC. As a result, Mr. Veenstra may be deemed to beneficially own the shares held by OIG Ouster IV, LLC. |
(14) | Consists of 7,406,443 shares of Ouster common stock held of record by Ouster Investments LLC. Zach Frankel exercises voting and dispositive power with respect to these securities. As a result, Mr. Frankel may be deemed to beneficially own the shares held by Ouster Investments LLC. |
(15) | Remy W. Trafelet has served as a director of the company since June 4, 2020 (inception), and served as the Company’s Chief Executive Officer from June 4, 2020 (inception) until the closing of the business combination on March 11, 2021. |
(16) | Consists of (i) 6,726,512 shares of Ouster common stock held of record by Sharing LLC Ouster 2 PS, (ii) 3,703,221 shares of Ouster common stock held of record by Sharing LLC Ouster 3 PS dated June 15, 2016 and (iii) 456,889 shares of Ouster common stock held of record by Sharing LLC Ouster PS. By virtue of his authority to vote or sell such shares, Jacob Goldfield may be deemed to beneficially own the shares held by such entities. The address for each of the foregoing entities is 33 Union Square West New York, NY 10003. |
(17) | The managing member of Tao Invest II LLC (“Tao Invest”) is Tao Capital Management LP (“LP”) whose general partner is Tao Capital Management Inc. (“GP”). Joseph I. Perkovich, James Schwaba, and Lori Mills, as officers of GP, have voting and dispositive power over the shares of Ouster common stock that held by Tao Invest. Tao Invest, LP, GP, and the foregoing individuals disclaim any beneficial ownership of such shares of Ouster common stock except to the extent of their direct or indirect pecuniary interest therein. The business address of Tao Invest, LP and GP is One Letterman Drive, Suite C4-420, San Francisco, California 94129. |
(18) | Hudson Bay Capital Management LP, the investment manager of Tech Opportunities LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Tech Opportunities LLC and Sander Gerber disclaims beneficial ownership over these securities. |
• | we have been or are to be a participant; |
• | the amount involved exceeds or will exceed $120,000; and |
• | any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. |
Name |
Shares of Series B Redeemable Convertible Preferred Stock |
Total Purchase Price |
||||||
Banyan Venture Holdings LLC |
37,088,463 | $ | 12,324,496.27 | |||||
Cox Investment Holdings, Inc. |
15,046,644 | $ | 4,999,999.82 | |||||
Tao Invest II LLC |
15,046,644 | $ | 4,999,999.82 | |||||
OIG Ouster IV, LLC |
11,459,739 | $ | 3,808,071.30 | |||||
Ouster Investments LLC |
10,532,650 | $ | 3,499,999.60 | |||||
Sharing LLC Ouster 2 PS and its affiliates |
10,532,650 | $ | 3,499,999.60 | |||||
Entities affiliated with Carthona Capital |
10,414,201 | $ | 3,460,638.99 | |||||
The Chelst Irrevocable Trust |
396,510 | $ | 131,760.20 | |||||
Susan Lynn Heystee Revocable Trust |
376,166 | $ | 124,999.97 |
Name |
Aggregate Principal Amount |
|||
Entities affiliated with Carthona Capital |
$ | 14,760,965.42 | ||
Cox Investment Holdings, Inc. |
$ | 2,000,000.00 | ||
Tao Invest II LLC |
$ | 1,000,000.00 | ||
GAC Acquisition LLC |
$ | 1,000,000.00 |
Name |
Aggregate Principal Amount |
|||
Banyan Venture Holdings LLC |
$ | 1,895,542.84 | ||
Cox Investment Holdings, Inc. |
$ | 867,597.44 | ||
Tao Invest II LLC |
$ | 817,886.22 | ||
Sharing LLC Ouster Bridge PS |
$ | 802,219.65 | ||
Zachary Frankel |
$ | 545,830.28 | ||
GAC Acquisition LLC |
$ | 70,923.57 |
• | any person who is, or at any time during the applicable period was, one of our executive officers or directors; |
• | any person who is known by the post-combination company to be the beneficial owner of more than 5% of our voting stock; |
• | 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, son-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and |
• | if, and only if, the reported closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending three business days before we send the notice of redemption to the warrantholders. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | one or more underwritten offerings; |
• | block trades in which the broker-dealer will attempt to sell the shares of common stock or warrants as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | distributions to their members, partners or shareholders; |
• | short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter |
• | directly to one or more purchasers; |
• | through agents; |
• | broker-dealers may agree with the Registered Holders to sell a specified number of such shares of common stock or warrants at a stipulated price per share or warrant; and |
• | a combination of any such methods of sale. |
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) |
F-2 |
|||
Financial Statements: |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-8 |
||||
F-10 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 182,644 | $ | 11,362 | ||||
Restricted cash, current |
977 | 276 | ||||||
Accounts receivable, net |
10,723 | 2,327 | ||||||
Inventory |
7,448 | 4,817 | ||||||
Prepaid expenses and other current assets |
5,566 | 2,441 | ||||||
Total current assets |
207,358 | 21,223 | ||||||
Property and equipment, net |
10,054 | 9,731 | ||||||
Operating lease, right-of-use |
15,156 | 11,071 | ||||||
Goodwill |
51,076 | — | ||||||
Intangible assets, net |
22,652 | — | ||||||
Restricted cash, non-current |
1,035 | 1,004 | ||||||
Other non-current assets |
371 | 3,385 | ||||||
Total assets |
$ | 307,702 | $ | 46,414 | ||||
Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 4,863 | $ | 6,894 | ||||
Accrued and other current liabilities |
14,173 | 4,121 | ||||||
Short-term debt |
— | 7,130 | ||||||
Operating lease liability, current portion |
3,067 | 2,772 | ||||||
Total current liabilities |
22,103 | 20,917 | ||||||
Operating lease liability, long-term portion |
16,208 | 11,908 | ||||||
Warrant liabilities (At December 31, 2021 and 2020 related party $ 2,669 and Nil , respectively) |
7,626 | 49,293 | ||||||
Other non-current liabilities |
1,065 | 978 | ||||||
Total liabilities |
47,002 | 83,096 | ||||||
Commitments and contingencies (Note 9) |
||||||||
Redeemable convertible preferred stock, $ 0.0001 par value per share; 100,000,000 and 131,411,372 shares authorized at December 31, 2021 and 2020; Nil and 88,434,754 shares issued and outstanding at December 31, 2021 and 2020, respectively (aggregate liquidation preference of Nil and $41,791 at December 31, 2021 and 2020, respectively) |
— | 39,225 | ||||||
Stockholders’ equity (deficit): |
||||||||
Common stock, $0.0001 par value; 1,000,000,000 and 210,956,516 shares authorized at December 31, 2021 and 2020, respectively; 172,200,417 and 33,327,294 issued and outstanding at December 31, 2021 and December 31, 2020, respectively |
17 | — | ||||||
Additional paid-in capital |
564,045 | 133,468 | ||||||
Accumulated deficit |
(303,356 | ) | (209,375 | ) | ||||
Accumulated other comprehensive loss |
(6 | ) | — | |||||
Total stockholders’ equity (deficit) |
260,700 | (75,907 | ) | |||||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) |
$ | 307,702 | $ | 46,414 | ||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue |
||||||||||||
Product revenue |
$ | 33,578 | $ | 16,886 | $ | 9,804 | ||||||
Service revenue |
— | 2,018 | 1,609 | |||||||||
Total revenue |
33,578 | 18,904 | 11,413 | |||||||||
Cost of revenue |
||||||||||||
Cost of product |
24,492 | 17,365 | 17,120 | |||||||||
Cost of services |
— | 26 | 308 | |||||||||
Total cost of revenue |
24,492 | 17,391 | 17,428 | |||||||||
Gross profit |
9,086 | 1,513 | (6,015 | ) | ||||||||
Operating expenses: |
||||||||||||
Research and development |
34,579 | 23,317 | 23,297 | |||||||||
Sales and marketing |
22,258 | 8,998 | 4,505 | |||||||||
General and administrative |
51,959 | 20,960 | 14,546 | |||||||||
Total operating expenses |
108,796 | 53,275 | 42,348 | |||||||||
Loss from operations |
(99,710 | ) | (51,762 | ) | (48,363 | ) | ||||||
Other income (expense): |
||||||||||||
Interest income |
471 | 24 | 278 | |||||||||
Interest expense |
(504 | ) | (2,517 | ) | (3,582 | ) | ||||||
Other income (expense), net |
2,968 | (52,150 | ) | 7 | ||||||||
Total other income (expense), net |
2,935 | (54,643 | ) | (3,297 | ) | |||||||
Loss before income taxes |
(96,775 | ) | (106,405 | ) | (51,660 | ) | ||||||
(Benefit from) provision for income taxes |
(2,794 | ) | 375 | 1 | ||||||||
Net loss |
$ | (93,981 | ) | $ | (106,780 | ) | $ | (51,661 | ) | |||
Other comprehensive loss |
||||||||||||
Foreign currency translation adjustments |
(6 | ) | — | — | ||||||||
Total comprehensive loss |
$ | (93,987 | ) | $ | (106,780 | ) | $ | (51,661 | ) | |||
Net loss per common share, basic and diluted |
$ | (0.70 | ) | $ | (5.98 | ) | $ | (6.99 | ) | |||
Weighted-average shares used to compute basic and diluted net loss per share |
133,917,571 | 17,858,976 | 7,390,456 |
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-in- |
Notes receivable from |
Accumulated |
Accumulated other comprehensive |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
stockholders |
Deficit |
loss |
(Deficit) |
||||||||||||||||||||||||||||
Balance — January 1, 2019 |
4,384,348 | $ | 40,016 | 7,890,521 | $ | — | $ | 897 | $ | — | $ | (51,133 | ) | $ | — | $ | (50,236 | ) | ||||||||||||||||||
from adoption of ASC 842 |
— | — | — | — | — | — | 199 | — | 199 | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | 8,545 | — | 51 | — | — | — | 51 | |||||||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock awards |
— | — | 3,340 | — | 28 | — | — | — | 28 | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 1,293 | — | — | — | 1,293 | |||||||||||||||||||||||||||
Issuance of notes to stockholders |
— | — | — | — | — | (44 | ) | — | — | (44 | ) | |||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | 51 | — | — | — | 51 | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (51,661 | ) | — | (51,661 | ) | |||||||||||||||||||||||||
Balance — December 31, 2019 |
4,384,348 | 40,016 | 7,902,407 | — | 2,320 | (44 | ) | (102,595 | ) | — | (100,319 | ) | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | 12,221,363 | — | 379 | — | — | — | 379 | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of restricted stock awards |
— | — | 1,617,264 | — | 6 | — | — | — | 6 | |||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock |
88,434,754 | 39,225 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock |
(4,384,348 | ) | (40,016 | ) | 4,384,348 | — | 40,016 | — | — | — | 40,016 | |||||||||||||||||||||||||
Conversion of convertible notes to common stock |
— | — | 7,201,912 | — | 78,311 | — | — | — | 78,311 | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 12,057 | — | — | — | 12,057 | |||||||||||||||||||||||||||
Reclassification of a note receivable from a stockholder |
— | — | — | — | — | 44 | — | — | 44 | |||||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | 379 | — | — | — | 379 | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (106,780 | ) | — | (106,780 | ) | |||||||||||||||||||||||||
Balance — December 31, 2020 |
88,434,754 | 39,225 | 33,327,294 | — | 133,468 | — | (209,375 | ) | — | (75,907 | ) | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | 2,148,437 | — | 526 | — | — | — | 526 | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants |
— | — | 100 | — | 1 | — | — | — | 1 | |||||||||||||||||||||||||||
Repurchase of common stock |
— | — | (406,845 | ) | — | (45 | ) | — | — | — | (45 | ) | ||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock upon exercise of warrants |
4,232,947 | 58,097 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock |
(92,667,701 | ) | (97,322 | ) | 92,667,701 | 12 | 97,310 | — | — | — | 97,322 | |||||||||||||||||||||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 |
— | — | 34,947,657 | 4 | 272,061 | — | — | — | 272,065 | |||||||||||||||||||||||||||
Offering costs in connection with the merger |
— | — | — | — | (26,620 | ) | — | — | — | (26,620 | ) | |||||||||||||||||||||||||
Issuance of common stock in connection with acquisition |
— | — | 9,163,982 | 1 | 60,023 | — | — | — | 60,024 | |||||||||||||||||||||||||||
Issuance of replacement equity awards in connection with acquisition |
— | — | — | — | 1,081 | — | — | — | 1,081 | |||||||||||||||||||||||||||
Stock-based compensation expense, including vesting of restricted stock units |
— | — | 458,012 | — | 25,363 | — | — | — | 25,363 | |||||||||||||||||||||||||||
Cancellation of previously issued awards |
— | — | (105,921 | ) | — | — | — | — | — | — | ||||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | 877 | — | — | — | 877 | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | (93,981 | ) | — | (93,981 | ) | |||||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | — | (6 | ) | (6 | ) | |||||||||||||||||||||||||
Balance — December 31, 2021 |
— | $ | — | 172,200,417 | $ | 17 | $ | 564,045 | $ | — | $ | (303,356 | ) | $ | (6 | ) | $ | 260,700 | ||||||||||||||||||
For The Years Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
Net loss |
$ | (93,981 | ) | $ | (106,780 | ) | $ | (51,661 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation and amortization |
5,477 | 3,718 | 2,032 | |||||||||
Stock-based compensation |
25,363 | 12,057 | 1,235 | |||||||||
Deferred income taxes |
(2,477 | ) | — | — | ||||||||
Change in right-of-use |
2,180 | 1,887 | 1,291 | |||||||||
Interest expense on notes and convertible debt |
36 | 1,030 | 2,446 | |||||||||
Amortization of debt issuance costs and debt discount |
250 | 258 | 344 | |||||||||
Change in fair value of warrant liabilities |
(2,947 | ) | 48,440 | 6 | ||||||||
Change in fair value of derivative liability |
— | 5,308 | — | |||||||||
Gain on extinguishment of tranche right liability |
— | (1,610 | ) | — | ||||||||
Provision for doubtful accounts |
379 | 67 | 169 | |||||||||
Inventory write down |
808 | 797 | 4,764 | |||||||||
Write-off of property and equipment |
— | — | 555 | |||||||||
Services exchanged for common stock |
— | — | 28 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(8,007 | ) | (1,457 | ) | (594 | ) | ||||||
Inventory |
(3,440 | ) | (3,146 | ) | (5,380 | ) | ||||||
Prepaid expenses and other assets |
350 | (1,442 | ) | (538 | ) | |||||||
Accounts payable |
(2,442 | ) | 144 | 2,109 | ||||||||
Accrued and other liabilities |
9,060 | (417 | ) | 2,632 | ||||||||
Operating lease liability |
(1,670 | ) | (971 | ) | 375 | |||||||
Net cash used in operating activities |
(71,061 | ) | (42,117 | ) | (40,187 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
Purchases of property and equipment |
(4,283 | ) | (3,509 | ) | (7,494 | ) | ||||||
Acquisition, net of cash acquired |
(10,946 | ) | — | — | ||||||||
Net cash used in investing activities |
(15,229 | ) | (3,509 | ) | (7,494 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
Proceeds from the merger and private offering |
291,442 | — | — | |||||||||
Payment of offering costs |
(26,620 | ) | — | — | ||||||||
Repayment of debt |
(7,000 | ) | (3,000 | ) | — | |||||||
Proceeds from issuance of promissory notes to related parties |
5,000 | — | — | |||||||||
Repayment of promissory notes to related parties |
(5,000 | ) | — | — | ||||||||
Repurchase of common stock |
(45 | ) | — | — | ||||||||
Proceeds from exercise of stock options |
526 | 1,337 | 7 | |||||||||
Proceeds from exercise of warrants |
1 | — | — | |||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of $265 |
— | 41,526 | — | |||||||||
Proceeds from issuance of convertible notes |
— | — | 40,498 | |||||||||
Proceeds from issuance of debt |
— | — | 10,000 | |||||||||
Net cash provided by financing activities |
258,304 | 39,863 | 50,505 | |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
172,014 | (5,763 | ) | 2,824 | ||||||||
Cash, cash equivalents and restricted cash at beginning of year |
12,642 | 18,405 | 15,581 | |||||||||
Cash, cash equivalents and restricted cash at end of year |
$ | 184,656 | $ | 12,642 | $ | 18,405 | ||||||
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES: |
||||||||||||
Cash paid for interest |
$ | 635 | $ | 1,228 | $ | 792 | ||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: |
||||||||||||
Property and equipment purchases included in accounts payable and accrued liabilities |
$ | 377 | $ | 232 | $ | 825 | ||||||
Right-of-use |
$ | 6,265 | $ | 6,409 | $ | 3,939 | ||||||
Equity issued in connection with acquisition |
$ | 61,105 | $ | — | $ | — | ||||||
Issuance of redeemable convertible preferred stock upon exercise of warrants |
$ | 58,097 | $ | — | ||||||||
Conversion of redeemable convertible preferred stock to common stock |
$ | 97,322 | $ | 40,016 | $ | — | ||||||
Issuance of common stock pursuant to the conversion of convertible notes and accrued interest |
$ | — | $ | 78,311 | $ | — | ||||||
Deferred transaction costs not yet paid |
$ | — | $ | 3,373 | $ | — | ||||||
Reclassification of common stock on exercise of stock options with notes receivable from stockholders |
$ | — | $ | 44 | $ | — | ||||||
Issuance of warrants per loan agreement amendment |
$ | — | $ | — | $ | 53 | ||||||
Issuance of common stock on exercise of stock options with notes receivable from stockholders |
$ | — | $ | — | $ | 44 | ||||||
2021 |
2020 |
2019 |
||||||||||
Cash and cash equivalents |
$ | 182,644 | $ | 11,362 | $ | 16,848 | ||||||
Restricted cash, current |
977 | 276 | 276 | |||||||||
Restricted cash, non-current |
1,035 | 1,004 | 1,281 | |||||||||
Total cash, cash equivalents and restricted cash |
$ | 184,656 | $ | 12,642 | $ | 18,405 | ||||||
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
United States |
$ | 14,790 | $ | 8,328 | $ | 7,035 | ||||||
Americas, excluding United States |
866 | 436 | 361 | |||||||||
Europe, Middle East and Africa |
10,588 | 5,870 | 2,368 | |||||||||
Asia and Pacific |
7,334 | 4,270 | 1,649 | |||||||||
Total |
$ | 33,578 | $ | 18,904 | $ | 11,413 | ||||||
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
||||||||||
Beginning balance |
$ | 128 | $ | 117 | $ | — | ||||||
Provisions |
379 | 67 | 169 | |||||||||
Uncollectible accounts written off, net of recoveries |
— | (56 | ) | (52 | ) | |||||||
Ending balance |
$ | 507 | $ | 128 | $ | 117 | ||||||
• | Level I - Quoted prices for identical instruments in active markets. |
• | Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
• | Level III - Instruments whose significant value drivers are unobservable. |
December 31, 2021 |
December 31, 2020 |
|||||||
Customer A |
11 | % | * | |||||
Customer B |
* | 23 | % | |||||
Customer C |
* | 13 | % |
* | Customer accounted for less than 10% of total accounts receivable in the period. |
• | Common Stock Valuation |
• | Expected Term |
• |
Expected Volatility |
• | Expected Dividends |
• | Risk-Free Interest Rate |
Cash |
$ | 689 | ||
Restricted cash |
69 | |||
Accounts receivable, net |
768 | |||
Prepaid expenses and other current assets |
463 | |||
Property and equipment, net |
626 | |||
Intangible assets: |
||||
Developed technology—estimated useful life of 8 years |
15,900 | |||
Vendor relationship—estimated useful life of 3 years |
6,600 | |||
Customer relationships—estimated useful life of 3 years |
900 | |||
Goodwill |
51,076 | |||
Accounts payable |
(266 | ) | ||
Accrued and other current liabilities |
(1,540 | ) | ||
Deferred tax liability |
(2,477 | ) | ||
Total purchase consideration |
$ | 72,808 | ||
• | An increase in amortization expense of $4.5 million and $3.7 million related to the fair value of acquired identifiable intangible assets in 2021 and 2020, respectively; |
• | A decrease in expenses of $1.5 million related to acquisition transaction expenses in 2021; |
• | An increase in stock based compensation expense of $10.8 million and $8.7 million in 2021 and 2020, respectively, related to the stock options and restricted stock units issued to Sense employees. |
December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
33,578 | 21,930 | ||||||
Net (loss) |
(107,352 | ) | (139,850 | ) |
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 177,513 | $ | — | $ | — | $ | 177,513 | ||||||||
Total financial assets |
$ | 177,513 | $ | — | $ | — | $ | 177,513 | ||||||||
Liabilities |
||||||||||||||||
Warrant liabilities |
$ | — | $ | — | $ | 7,626 | $ | 7,626 | ||||||||
Total financial liabilities |
$ | — | $ | — | $ | 7,626 | $ | 7,626 | ||||||||
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 10,493 | $ | — | $ | — | $ | 10,493 | ||||||||
Total financial assets |
$ | 10,493 | $ | — | $ | — | $ | 10,493 | ||||||||
Liabilities |
||||||||||||||||
Warrant liabilities |
$ | — | $ | — | $ | 49,293 | $ | 49,293 | ||||||||
Total financial liabilities |
$ | — | $ | — | $ | 49,293 | $ | 49,293 | ||||||||
Redeemable Convertible Preferred Stock Warrant Liability |
Redeemable Convertible Preferred Stock Tranche Liability |
Private Placement Warrant Liability |
Derivative liability |
|||||||||||||
Fair value as of January 1, 2019 |
$ | (115 | ) | $ | — | $ | — | $ | — | |||||||
Recognition of preferred stock warrant liability upon subsequent issuance of warrants |
(53 | ) | — | — | — | |||||||||||
Change in the fair value included in other income (expense), net |
6 | — | — | — | ||||||||||||
Fair value as of December 31, 2019 |
$ | (162 | ) | $ | — | $ | — | $ | — | |||||||
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants |
(691 | ) | (1,610 | ) | — | — | ||||||||||
Change in the fair value included in other income (expense), net |
(48,440 | ) | — | — | (5,308 | ) | ||||||||||
Extinguishment of derivative liability upon conversion of convertible notes |
— | — | — | 5,308 | ||||||||||||
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net |
— | 1,610 | — | — | ||||||||||||
Fair value as of December 31, 2020 |
(49,293 | ) | — | — | — | |||||||||||
Private placement warrant liability acquired as part of the Merger |
— | — | (19,377 | ) | — | |||||||||||
Change in the fair value included in other income (expense), net |
(8,804 | ) | — | 11,751 | — | |||||||||||
Issuance of preferred stock upon exercise of warrants |
58,097 | — | — | — | ||||||||||||
Fair value as of December 31, 2021 |
$ | — | $ | — | $ | (7,626 | ) | $ | — | |||||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Cash |
$ | 5,131 | $ | 869 | ||||
Cash equivalents: |
||||||||
Money market funds (1) |
177,513 | 10,493 | ||||||
Total cash and cash equivalents |
$ | 182,644 | $ | 11,362 | ||||
(1) | The Company maintains a cash sweep account which is included in money market funds as of December 31, 2021. Cash is invested in the short-term money market funds, which is a cash sweep for not invested cash that earns interest. |
December 31, |
||||||||
2021 |
2020 |
|||||||
Raw materials |
$ | 2,401 | $ | 1,376 | ||||
Work in process |
1,951 | 1,249 | ||||||
Finished goods |
3,096 | 2,192 | ||||||
Total inventory |
$ | 7,448 | $ | 4,817 | ||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Prepaid expenses |
$ | 1,970 | $ | 694 | ||||
Prepaid insurance |
1,355 | 206 | ||||||
Receivable from contract manufacturer |
1,344 | 1,521 | ||||||
Grant receivable |
779 | — | ||||||
Security deposit |
118 | 20 | ||||||
Total prepaid and other current assets |
$ | 5,566 | $ | 2,441 | ||||
Estimated Useful Life (in years) |
December 31, |
|||||||||
2021 |
2020 |
|||||||||
Machinery and equipment |
3 | $ | 8,404 | $ | 5,084 | |||||
Computer equipment |
3 | 498 | 456 | |||||||
Automotive and vehicle hardware |
5 | 93 | 93 | |||||||
Software |
3 | 104 | 104 | |||||||
Furniture and fixtures |
7 | 730 | 721 | |||||||
Construction in progress |
1,700 | — | ||||||||
Leasehold improvements |
Shorter of useful life or lease term | 9,265 | 9,265 | |||||||
20,794 | 15,723 | |||||||||
Less: Accumulated depreciation |
(10,740 | ) | (5,992 | ) | ||||||
Property and equipment, net |
$ | 10,054 | $ | 9,731 | ||||||
December 31, 2020 |
$ | — | ||
Goodwill acquired |
51,076 | |||
December 31, 2021 |
$ |
51,076 |
||
Estimated Useful Life (in years) |
December 31, 2021 |
|||||||||||||||
Gross Carrying Value |
Accumulated Amortization |
Net Book Value |
||||||||||||||
Developed technology |
8 | $ | 15,900 | $ | (331 | ) | $ | 15,569 | ||||||||
Vendor relationship |
3 | 6,600 | (367 | ) | 6,233 | |||||||||||
Customer relationships |
3 | 900 | (50 | ) | 850 | |||||||||||
Intangible assets, net |
$ |
23,400 |
$ |
(748 |
) |
$ |
22,652 |
|||||||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Accrued compensation |
$ | 3,229 | $ | 1,618 | ||||
Uninvoiced receipts |
9,835 | 1,947 | ||||||
Other |
1,109 | 556 | ||||||
Total accrued and other current liabilities |
$ | 14,173 | $ | 4,121 | ||||
• | The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. |
• | The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. |
• | The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. |
• | The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. |
Initial Issuance Date |
Subsequent Issuance Date |
December 31, 2020 |
February 11, 2021 |
March 11, 2021 |
||||||||||||||||
Stock price |
$ | 5.80 | $ | 5.80 | $ | 7.11 | $ | 10.27 | $ | 8.44 | ||||||||||
Term (years) |
10.00 | 9.31 | 2.00 | 2.00 | 2.00 | |||||||||||||||
Expected volatility |
57.81 | % | 57.35 | % | 76.00 | % | 76.00 | % | 76.00 | % | ||||||||||
Risk-free interest rate |
3.06 | % | 1.75 | % | 0.13 | % | 0.13 | % | 0.13 | % | ||||||||||
Dividend yield |
0 | % | 0 | % | 0 | % | 0 | % | 0 | % |
March 11, 2021 |
December 31, 2021 |
|||||||
Stock price |
$ | 12.00 | $ | 5.20 | ||||
Exercise price of warrant |
$ | 11.50 | $ | 11.50 | ||||
Term (years) |
5.00 | 4.19 | ||||||
Expected volatility |
27.00 | % | 57.00 | % | ||||
Risk-free interest rate |
0.78 | % | 1.14 | % |
December 31, 2021 |
December 31, 2020 |
|||||||
Weighted-average remaining lease term |
5.53 | 5.58 | ||||||
Weighted-average discount rate |
4.55 | % | 5.25 | % |
Year ending December 31, |
||||
2022 |
$ | 3,940 | ||
2023 |
3,784 | |||
2024 |
3,884 | |||
2025 |
3,902 | |||
2026 and thereafter |
6,751 | |||
Total undiscounted lease payments |
22,261 | |||
Less: imputed interest |
(2,986 | ) | ||
Total operating lease liabilities |
$ | 19,275 | ||
Series |
December 31, 2020 |
|||||||||||||||||||
Issue Price per share |
Shares Authorized |
Shares Issued and Outstanding |
Liquidation Amount |
Carrying Amount |
||||||||||||||||
Series B |
$ | 0.33 | 131,411,372 | 88,434,754 | $ | 41,791 | $ | 39,225 | ||||||||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | 637 | $ | 657 | $ | 58 | ||||||
Research and development |
7,240 | 6,059 | 621 | |||||||||
Sales and marketing |
3,823 | 640 | 140 | |||||||||
General and administrative |
13,663 | 4,701 | 474 | |||||||||
Total stock-based compensation |
$ | 25,363 | $ | 12,057 | $ | 1,293 | ||||||
Number of Shares Underlying Outstanding Options |
Weighted- Ave rage Exercise Price per Share |
Weighted- Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding—January 1, 2019 |
977,513 | $ | 5.24 | 9.5 | $ | 2,943 | ||||||||||
Options granted |
913,090 | 8.25 | 7.5 | 206 | ||||||||||||
Options exercised |
(8,545 | ) | 5.96 | 0.5 | 21 | |||||||||||
Options cancelled |
(282,413 | ) | 7.31 | 330 | ||||||||||||
Outstanding—December 31, 2019 |
1,599,645 | $ | 6.58 | 8.8 | $ | 3,020 | ||||||||||
Options granted |
37,663,242 | 0.45 | 9.4 | 363,941 | ||||||||||||
Options exercised |
(12,221,364 | ) | 0.20 | 9.5 | 121,106 | |||||||||||
Options cancelled |
(1,309,020 | ) | 1.58 | — | ||||||||||||
Outstanding—December 31, 2020 |
25,732,503 | $ | 0.56 | 9.5 | $ | 245,746 | ||||||||||
Options assumed through acquisition |
823,114 | 5.05 | 8.3 | 125 | ||||||||||||
Options granted |
645,796 | 10.26 | 9.3 | — | ||||||||||||
Options exercised |
(2,155,348 | ) | 0.22 | 10,742 | ||||||||||||
Options cancelled |
(916,969 | ) | 0.30 | 4,492 | ||||||||||||
Outstanding—December 31, 2021 |
24,129,096 | $ | 1.01 | 8.6 | $ | 100,992 | ||||||||||
Vested and expected to vest-December 31, 2021 |
24,129,096 | $ | 1.01 | 8.6 | $ | 100,992 | ||||||||||
Exercisable—December 31, 2021 |
9,332,369 | $ | 0.74 | 8.5 | $ | 41,587 | ||||||||||
Options Outstanding |
Options Exercisable |
|||||||||||||||||||||
Options Outstanding |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price |
Options Exercisable |
Weighted Average Remaining Contractual Life (Years) |
Weighted Average Exercise Price |
|||||||||||||||||
5,548,717 | 8.4 | $ | 0.18 | 3,492,915 | 8.4 | $ | 0.18 | |||||||||||||||
9,602,898 | 8.7 | $ | 0.21 | 3,138,238 | 8.7 | $ | 0.21 | |||||||||||||||
7,524,114 | 8.8 | $ | 1.42 | 2,194,532 | 8.8 | $ | 1.42 | |||||||||||||||
40,581 | 6.1 | $ | 1.49 | 39,927 | 6.1 | $ | 1.49 | |||||||||||||||
766,989 | 7.8 | $ | 5.24 | 466,757 | 7.8 | $ | 5.24 | |||||||||||||||
645,797 | 9.4 | $ | 10.26 | — | 9.4 | $ | — | |||||||||||||||
24,129,096 | 9,332,369 | |||||||||||||||||||||
Year Ended December 31, | ||||||
2021 |
2020 |
2019 | ||||
Expected term (in years) |
6.0 |
5.0—6.1 | 6 | |||
Risk-free interest rate |
1.0 % |
0.3—1.5% | 1.5%—2.4% | |||
Expected volatility |
63.2% | 57.4%—63.3% | 55.3%—58.0% | |||
Expected dividend rate |
0% | 0% | 0% |
Year Ended December 31, | ||
2021 | ||
Expected term (in years) |
3.1—5.6 | |
Risk-free interest rate |
0.8%—1.3% | |
Expected volatility |
44.1%—48.6% | |
Expected dividend rate |
0% |
Number of Shares |
Weighted Average Grant Date Fair Value (per share) |
|||||||
Unvested – January 1, 2020 |
34,865 | $ | 0.58 | |||||
Granted during the year |
1,617,264 | 0.46 | ||||||
Canceled during the year |
(105,921 | ) | 0.35 | |||||
Vested during the year |
(1,505,454 | ) | 0.52 | |||||
Unvested – December 31, 2020 |
40,754 | $ | 0.67 | |||||
Granted during the year |
— | — | ||||||
Canceled during the year |
— | — | ||||||
Vested during the year |
(23,288 | ) | 0.67 | |||||
Unvested – December 31, 2021 |
17,466 | $ | 0.67 | |||||
Number of Shares |
Weighted Average Grant Date Fair Value (per share) |
|||||||
Unvested – January 1, 2021 |
— | $ | — | |||||
Assumed through acquisition |
4,490,980 | 6.55 | ||||||
Granted during the year |
5,224,504 | 9.39 | ||||||
Canceled during the year |
(552,072 | ) | 8.89 | |||||
Vested during the year |
(509,786 | ) | 10.30 | |||||
Unvested – December 31, 2021 |
8,653,626 | $ | 7.90 | |||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Numerator: |
||||||||||||
Net loss |
$ | (93,981 | ) | $ | (106,780 | ) | $ | (51,661 | ) | |||
Denominator: |
||||||||||||
Weighted average shares used to compute basic and diluted net loss per share |
133,917,571 | 17,858,976 | 7,390,456 | |||||||||
Net loss per common share—basic and diluted |
$ | (0.70 | ) | $ | (5.98 | ) | $ | (6.99 | ) | |||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Redeemable convertible preferred stock |
— | 88,434,754 | 4,384,348 | |||||||||
Options to purchase common stock |
22,675,729 | 25,732,503 | 1,599,645 | |||||||||
Unvested RSA |
17,466 | 146,675 | 34,865 | |||||||||
Restricted stock units |
10,106,993 | — | — | |||||||||
Unvested early exercised common stock options |
2,043,288 | 6,212,254 | 120,984 | |||||||||
Vested and early exercised options subject to nonrecourse notes |
— | 2,151,100 | — | |||||||||
Preferred stock warrants |
15,999,900 | 4,443,862 | 37,285 | |||||||||
Total |
50,843,376 | 127,121,148 | 6,177,127 | |||||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Domestic |
$ | (96,956 | ) | $ | (106,508 | ) | $ | (51,600 | ) | |||
Foreign |
181 | 103 | (60 | ) | ||||||||
Total |
$ | (96,775 | ) | $ | (106,405 | ) | $ | (51,660 | ) | |||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Federal statutory rate |
$ | (20,323 | ) | $ | (22,344 | ) | $ | (10,849 | ) | |||
State income taxes, net of federal benefit |
(644 | ) | 1,330 | (3,810 | ) | |||||||
Stock compensation |
1,271 | 2,786 | 185 | |||||||||
Foreign rate differential |
(2 | ) | — | 13 | ||||||||
Tax credits |
(539 | ) | (539 | ) | (787 | ) | ||||||
Fair value changes - warrants |
(619 | ) | 11,192 | — | ||||||||
Convertible debt cancellation of indebtedness income |
— | 15,079 | — | |||||||||
Valuation allowance |
20,058 | (6,812 | ) | 14,559 | ||||||||
Non-deductible expenses |
(2,031 | ) | (485 | ) | — | |||||||
Other |
35 | 168 | 690 | |||||||||
Total tax (benefit) provision |
$ | (2,794 | ) | $ | 375 | $ | 1 | |||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | 42,721 | $ | 15,285 | ||||
Credits |
3,955 | 1,580 | ||||||
Stock based compensation |
2,826 | 383 | ||||||
Accruals and reserves |
1,248 | 1,335 | ||||||
Fixed assets |
991 | — | ||||||
Operating lease liability |
4,360 | 4,059 | ||||||
Gross deferred tax assets |
56,101 | 22,642 | ||||||
Valuation allowance |
(47,420 | ) | (19,362 | ) | ||||
Net deferred tax assets |
8,681 | 3,280 | ||||||
Deferred tax liabilities: |
||||||||
Intangible property |
(5,287 | ) | — | |||||
Fixed assets |
— | (230 | ) | |||||
Operating lease, right of use assets |
(3,394 | ) | (3,050 | ) | ||||
Gross deferred tax liabilities |
(8,681 | ) | (3,280 | ) | ||||
Net deferred tax assets |
$ | — | $ | — | ||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Balance at the beginning of the year |
$ | 971 | $ | 651 | $ | 180 | ||||||
Decreases: |
||||||||||||
For current year’s tax positions |
— | — | — | |||||||||
For prior years’ tax positions |
— | — | — | |||||||||
Increases: |
||||||||||||
For current year’s tax positions |
551 | 320 | 471 | |||||||||
For prior years’ tax positions |
17,011 | — | — | |||||||||
Balance at the end of the year |
$ | 18,533 | $ | 971 | $ | 651 | ||||||
Securities and Exchange Commission registration fee |
$ | 123,689.41 | ||
Accounting fees and expenses |
$ | 35,000.00 | ||
Legal fees and expenses |
$ | 75,000.00 | ||
Financial printing and miscellaneous expenses |
$ | 115,000.00 | ||
Total |
$ | 348,686.41 |
• | On March 11, 2021, we issued 1,767,060 restricted stock units to certain of our directors concurrently with the Closing. |
• | On June 30, 2020, our Sponsor paid $25,000, or approximately $0.005 per share, to cover certain of our offering costs in exchange for 5,750,000 Class B ordinary shares; |
• | On August 25, 2020, we issued 6,000,000 private placement warrants to our Sponsor concurrently with the closing of our IPO; and |
• | On March 11, 2021, we issued 10,000,000 shares of common stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $100,000,000. |
Exhibit No. |
Description | |
24.2* | Power of Attorney relating to Karin Rådström. | |
99.1 | Form of Subscription Agreement, dated as of December 21, 2020, by and between the Registrant and the subscribers party thereto. | |
101.INS* | Inline XBRL Instance Document — the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
† | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan. |
# | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10). |
OUSTER, INC. | ||
By: | /s/ Anna Brunelle | |
Name: Anna Brunelle | ||
Title: Chief Financial Officer |
*By: | /s/ Angus Pacala | |
Angus Pacala | ||
Attorney-in-Fact |
1 Year Ouster Chart |
1 Month Ouster Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions