Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39516 | ||
Entity Registrant Name | OWLET, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1615012 | ||
Entity Address, Address Line One | 3300 North Ashton Boulevard | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Lehi | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84043 | ||
City Area Code | 844 | ||
Local Phone Number | 334-5330 | ||
Title of 12(b) Security | Class A Common stock, $0.0001 par value per share | ||
Trading Symbol | OWLT | ||
Security Exchange Name | NYSE | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25.8 | ||
Entity Common Stock, Shares Outstanding | 8,964,338 | ||
Documents Incorporated by Reference | Part III incorporates certain information by reference from the registrant’s proxy statement for the 2024 Annual Meeting of Stockholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2023. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001816708 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 16,557 | $ 11,231 |
Accounts receivable, net | 13,973 | 15,958 |
Inventory | 6,493 | 18,515 |
Prepaid expenses and other current assets | 2,921 | 5,558 |
Total current assets | 39,944 | 51,262 |
Property and equipment, net | 377 | 1,108 |
Right of use assets, net | 937 | 2,260 |
Intangible assets, net | 2,210 | 2,279 |
Other assets | 655 | 1,195 |
Total assets | 44,123 | 58,104 |
Current liabilities: | ||
Accounts payable | 13,679 | 30,432 |
Accrued and other expenses | 15,051 | 19,984 |
Current portion of deferred revenues | 1,166 | 1,148 |
Line of credit | 9,250 | 4,685 |
Current portion of long-term debt | 5,944 | 10,353 |
Total current liabilities | 45,090 | 66,602 |
Noncurrent lease liability | 22 | 1,162 |
Common stock warrant liabilities | 27,781 | 724 |
Other long-term liabilities | 906 | 251 |
Total liabilities | 73,799 | 68,739 |
Commitments and contingencies (Note 7) | ||
Series A convertible preferred stock, 0.0001 par value, 10,741,071 shares authorized as of December 31, 2023 and December 31, 2022; 28,628 and 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively (liquidation preference of $28,628) | 7,855 | 0 |
Stockholders’ deficit: | ||
Common stock, $0.0001 par value, 107,142,857 shares authorized as of December 31, 2023 and December 31, 2022; 8,797,456 and 8,242,009 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. | 1 | 1 |
Additional paid-in capital | 218,127 | 212,122 |
Accumulated deficit | (255,659) | (222,758) |
Total stockholders’ deficit | (37,531) | (10,635) |
Total liabilities, convertible preferred stock, and stockholders’ deficit | $ 44,123 | $ 58,104 |
Common stock, shares authorized (in shares) | 107,142,857 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding (in shares) | 28,628 | 0 |
Common stock, shares authorized (in shares) | 107,142,857 | |
Common stock, shares issued (in shares) | 8,797,456 | 8,242,009 |
Common stock, shares outstanding (in shares) | 8,797,456 | 8,242,009 |
Convertible preferred stock | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 10,741,071 | 10,741,071 |
Temporary equity, shares outstanding (in shares) | 28,628 | 0 |
Temporary equity, shares issued (in shares) | 28,628 | 0 |
Liquidation preference | $ 28,628 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 54,010 | $ 69,202 |
Cost of revenues | 31,423 | 45,889 |
Gross profit | 22,587 | 23,313 |
Operating expenses: | ||
General and administrative | 27,343 | 41,547 |
Sales and marketing | 13,527 | 38,489 |
Research and development | 10,349 | 27,896 |
Total operating expenses | 51,219 | 107,932 |
Operating loss | (28,632) | (84,619) |
Other income (expense): | ||
Interest expense, net | (3,191) | (1,104) |
Common stock warrant liability adjustment | (924) | 6,337 |
Other income (expense), net | (144) | 79 |
Total other income (expense), net | (4,259) | 5,312 |
Loss before income tax provision | (32,891) | (79,307) |
Income tax provision | (10) | (29) |
Net loss and comprehensive loss | (32,901) | (79,336) |
Accretion on Series A convertible preferred stock | (4,591) | 0 |
Net loss attributable to common stockholders, basic | (37,492) | (79,336) |
Net loss attributable to common stockholders, diluted | $ (37,492) | $ (79,336) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (4.53) | $ (9.98) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (4.53) | $ (9.98) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 8,276,481 | 7,950,757 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 8,276,481 | 7,950,757 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | |||
Series A Convertible Preferred Stock | ||||
Accretion on Series A convertible preferred stock | $ 0 | |||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||
Ending balance at Dec. 31, 2022 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 8,071,183 | |||
Beginning balance at Dec. 31, 2021 | $ 55,191 | $ 1 | $ 198,612 | $ (143,422) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 58,337 | 58,337 | ||
Issuance of common stock upon exercise of stock options | $ 259 | 259 | ||
Issuance of common stock for restricted stock units vesting (in shares) | 94,552 | |||
Issuance of common stock for employee stock purchase plan (in shares) | 17,937 | |||
Issuance of common stock for employee stock purchase plan | 359 | 359 | ||
Stock-based compensation | 12,892 | 12,892 | ||
Net loss | (79,336) | (79,336) | ||
Ending balance (in shares) at Dec. 31, 2022 | 8,242,009 | |||
Ending balance at Dec. 31, 2022 | $ (10,635) | $ 1 | 212,122 | (222,758) |
Series A Convertible Preferred Stock | ||||
Issuance of Series A convertible preferred stock (in shares) | 30,000 | |||
Issuance of Series A convertible preferred stock | $ 3,867 | |||
Preferred stock issuance costs | (253) | |||
Accretion on Series A convertible preferred stock | $ 4,591 | |||
Conversion of preferred stock (in shares) | (1,372) | |||
Conversion of preferred stock | $ (350) | |||
Ending balance (in shares) at Dec. 31, 2023 | 28,628 | |||
Ending balance at Dec. 31, 2023 | $ 7,855 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion on Series A convertible preferred stock | (4,591) | (4,591) | ||
Conversion of preferred stock (in shares) | 200,000 | |||
Conversion of preferred stock | 350 | 350 | ||
Issuance of SVB Warrants (Note 6) | $ 43 | 43 | ||
Issuance of common stock upon exercise of stock options (in shares) | 18,054 | 18,054 | ||
Issuance of common stock upon exercise of stock options | $ 55 | 55 | ||
Issuance of common stock for restricted stock units vesting (in shares) | 294,119 | |||
Issuance of common stock for employee stock purchase plan (in shares) | 43,274 | |||
Issuance of common stock for employee stock purchase plan | 215 | 215 | ||
Stock-based compensation | 9,933 | 9,933 | ||
Net loss | (32,901) | (32,901) | ||
Ending balance (in shares) at Dec. 31, 2023 | 8,797,456 | |||
Ending balance at Dec. 31, 2023 | $ (37,531) | $ 1 | $ 218,127 | $ (255,659) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (32,901) | $ (79,336) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 842 | 1,418 |
Share-based compensation | 9,933 | 12,856 |
Credit loss expense | 1,020 | 3,014 |
Common stock warrant liability adjustment | 924 | (6,337) |
Amortization of right of use assets | 1,369 | 1,253 |
Other adjustments, net | 109 | 953 |
Changes in assets and liabilities: | ||
Accounts receivable | 965 | (8,504) |
Prepaid expenses and other assets | 3,177 | 6,226 |
Inventory | 12,118 | (1,181) |
Accounts payable and accrued and other expenses | (19,503) | (10,720) |
Other, net | (1,580) | (1,022) |
Net cash used in operating activities | (23,527) | (81,380) |
Cash flows from investing activities | ||
Purchase of property and equipment | (16) | (636) |
Purchase of intangible assets | (43) | (929) |
Net cash used in investing activities | (59) | (1,565) |
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock, net of $1,513 of paid transaction costs | 28,487 | 0 |
Proceeds from short-term borrowings | 99,988 | 44,530 |
Payments of short-term borrowings | (96,832) | (40,026) |
Proceeds from long-term borrowings | 500 | 0 |
Payments of long-term borrowings | (3,500) | (6,000) |
Other, net | 269 | 618 |
Net cash provided by (used in) financing activities | 28,912 | (878) |
Net change in cash and cash equivalents | 5,326 | (83,823) |
Cash and cash equivalents at beginning of period | 11,231 | 95,054 |
Cash and cash equivalents at end of period | 16,557 | 11,231 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,876 | 1,075 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of convertible preferred stock to common stock | $ 350 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement of Cash Flows [Abstract] | |
Payments of stock issuance costs | $ 1,513 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Organization Owlet Baby Care Inc. was incorporated on February 24, 2014 as a Delaware corporation. On February 15, 2021, Owlet Baby Care Inc. ("Old Owlet") entered into a Merger Agreement with Sandbridge Acquisition Corporation ("SBG") and Project Olympus Merger Sub, Inc. (“Merger Sub”), whereby on July 15, 2021 Merger Sub merged with and into Old Owlet, with Old Owlet surviving as a wholly owned subsidiary of SBG (the "Merger"). Following the Merger, SBG was renamed Owlet, Inc. ("Owlet", "OWLT", or the "Company"). The Company’s ecosystem of digital parenting solutions is helping to transform modern parenting by providing parents data to track the sleep patterns of their children. Its solutions are designed to provide insights aimed at improving children’s sleep and parents’ confidence and comfort. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except per share amounts, in the notes are presented in thousands, unless otherwise specified. Certain prior year amounts have been reclassified to conform to the current period presentation. Reverse Stock Split On July 7, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a one-for-14 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and a reduction in the number of authorized shares of common stock and authorized but unissued shares of the Company’s preferred stock. The number of authorized shares of Common Stock was reduced from 1,000,000,000 shares to 107,142,857 shares, which reflects a reduction to 1.5 times the then current number of authorized shares of Common Stock, divided by the Reverse Stock Split ratio. The Reverse Stock Split also reduced the number of authorized shares of preferred stock from 100,000,000 shares to 10,741,071 shares, which reflects a reduction to 1.5 times the then current number of authorized but unissued shares of preferred stock, divided by the Reverse Stock Split ratio. The Reverse Stock Split became effective on July 7, 2023. There was no net effect on total stockholders' equity, and the par value per share of our common stock remains unchanged at $0.0001 per share after the Reverse Stock Split. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted for all periods presented to reflect the applicable effects of the Reverse Stock Split and the reduction in the number of authorized shares of common stock and preferred stock effected by the Charter Amendment. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to revenue recognition (including standalone selling price, usage period of hardware products sold, sales incentives, product returns and implied post contract support and service), allowances for doubtful accounts, write-downs for obsolete or slow-moving inventory, useful lives for property and equipment, impairment assessments for long-lived tangible and intangible assets, warranty obligations, valuation allowances for net deferred income tax assets, uncertain tax positions, and valuation of warrants and stock-based compensation. Risks and Uncertainties In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Since inception, the Company has experienced recurring operating losses and generated negative cash flows from operations, resulting in an accumulated deficit of $255,659 as of December 31, 2023. During the years ended December 31, 2023 and 2022, we had negative cash flows from operations of $23,527 and $81,380, respectively. As of December 31, 2023, we had $16,557 of cash on hand. Year over year declines in revenue, recurring operating losses, negative cash flows from operations since inception, and a low cash balance relative to current debt obligations raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis and accordingly, do not include any adjustments relating to the recoverability and classification of asset carrying amounts, or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. As the Company continues to address these financial conditions, management has undertaken the following actions: • As described further in Note 9, on February 17, 2023, the Company consummated a sale of preferred stock and warrants to purchase its common stock for aggregate gross proceeds of $30,000. As described further in Note 14, on February 29, 2024, the Company consummated a sale of preferred stock and warrants to purchase its common stock for aggregate gross proceeds of $9,250. • As described in Note 6, the Company has entered into amendments to its financing arrangement with SVB, which, among other revisions, (i) deferred certain payments of principal by the Company until September 1, 2023, (ii) deferred the maturity of the revolving line of credit from April 22, 2024 to December 31, 2024, (iii) had SVB waive certain stated events of default, (iv) expanded the eligibility of inventory and accounts that the Company can borrow against, and (v) modified certain financial covenants required of the Company. • During the year ended December 31, 2022, the Company undertook restructuring actions, which significantly reduced employee headcount and reduced operating spend. This included the reduction of consulting and outside services, the reduction of marketing programs, and the prioritization of and sequencing of research and development projects. The Company recognized $1,448 of restructuring charges within operating expenses on the consolidated statements of operations for the year ended December 31, 2022. The restructuring charges consisted primarily of severance expense and related employee benefits, most of which was paid during the year. We have not generated sufficient cash flows from operations to satisfy our capital requirements. There can be no assurance that the Company will generate sufficient future cash flows from operations due to potential factors, including but not limited to inflation, recession, or reduced demand for the Company’s products. If revenues further decrease from current levels, the Company may be unable to further reduce costs, or such reductions may limit our ability to pursue strategic initiatives and grow revenues in the future. There can be no assurance that we will be able to obtain additional financing on terms acceptable to us, if at all. Failure to secure additional funding may require us to modify, delay or abandon some of our planned future development, or to otherwise enact further operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition and ability to achieve our intended business objectives. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected. We also could be required to seek funds through arrangements with partners or others that may require us to relinquish rights or jointly own some aspects of our technologies, products or services that we would otherwise pursue on our own. The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. As of December 31, 2023, substantially all of the Company's cash was held with Silicon Valley Bank and Citibank, and exceeded federally insured limits. On March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation ("FDIC") as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC's resolution of the Silicon Valley Bank receivership, which provided that all depositors would have access to all their money starting March 13, 2023. As of the issuance date of these financial statements, all cash deposited by the Company with Silicon Valley Bank, now a division of First Citizens Bank and Trust Company, has been accessible by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Guidance | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Guidance | Summary of Significant Accounting Policies and Recent Accounting Guidance Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist of money market funds. Accounts Receivable The Company records its accounts receivable at sales value and maintains an allowance for its current estimate of expected credit losses. Provisions for expected credit losses are estimated based on historical experience, assessment of specific risk, review of outstanding invoices, and forecasts about the future. The Company establishes specific reserves for customers in an adverse financial condition and adjusts for its expectations of changes in conditions that may impact the collectability of outstanding receivable. Inventory Inventory includes material and third-party assembly costs. Inventory is recorded at the lower of cost or net realizable value, with cost being determined using the weighted average cost method. The Company reviews inventory for excess supply, obsolescence, and valuations above estimated realizable amounts, and writes down inventory to net realizable value when net realizable value does not exceed cost. Substantially all of the Company's inventory consisted of finished goods as of December 31, 2023 and 2022. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Intangible Assets Subject to Amortization Intangible assets subject to amortization consist of patents, trademarks, and software development costs and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Intangible assets were $2,210, net of accumulated amortization of $280 as of December 31, 2023 and $2,279, net of accumulated amortization of $206, as of December 31, 2022. Patents and trademarks are amortized over ten years using the straight-line method. The Company’s software development costs relate to applications to be provided to its customers as part of the integrated hardware and application experience and are expensed as incurred until the preliminary project stage has been completed and application development begins. The Company discontinues capitalization upon entering the post-implementation stage and expenses ongoing maintenance and support costs. Capitalized software development costs were $1,873 as of December 31, 2023 and 2022. The Company's internally developed software capitalized within intangible assets on the balance sheet is still in development and not ready for general release. As such, the Company has not recognized any amortization for the years ended December 31, 2023 and 2022. The Company did not recognize any impairment charges for intangible assets during the year ended December 31, 2023. The Company recognized $41 of impairment charges during the year ended December 31, 2022 to fully impair content-related intangible assets no longer in use. Leases The Company leases its office space and certain equipment under operating leases. As described in Note 5, the Company adopted the new lease accounting standard on January 1, 2022 using the modified retrospective transition method. For leases that contain rent escalation or rent concession provisions, under both methods the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. For periods ending prior to January 1, 2022, the Company recorded the difference between the rent paid and the straight-line rent as a deferred rent liability in the consolidated balance sheets. Balance sheets for all dates after January 1, 2022 reflect right of use ("ROU") assets and lease liabilities, as more fully described in Note 4. Revenue Recognition The Company generated substantially all of its revenues from the sale of its hardware products, primarily the Owlet Dream Sock, Owlet Cam and Owlet Monitor Duo. The Company’s primary source of revenues are in the United States. There are no other geographical regions that represent 10% or more of revenues. Revenues are recognized when control of goods and services is transferred to customers at the transaction price, an amount that reflects the consideration expected to be received by the Company in exchange for those goods and services. The transaction price is calculated as selling price less the Company’s estimate of variable consideration, including future returns, volume rebates, and sales incentives related to current period sales. The Company applies the following five step-approach to recognizing revenue: (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue when or as a performance obligation is recognized Arrangements with Multiple Performance Obligations The Company enters into contracts that have multiple performance obligations. Product sales include three performance obligations. The first performance obligation is the delivery of hardware and embedded firmware essential to the functionality of the hardware. Embedded firmware allows the hardware to recognize inputs to the hardware and provide appropriate outputs. The second performance obligation is the implied right to connect the downloadable mobile application, provided free of charge, to the hardware, which enables users to view and access real-time data outputs. The third performance obligation is the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes relating to the product’s essential firmware. The Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The Company’s process for determining its SSP considers multiple factors, including an adjusted market assessment and consumer behaviors, and varies depending on the facts and circumstances of each performance obligation. Revenues allocated to the delivery of the hardware and embedded firmware essential to the functionality of the hardware represent substantially all of the arrangement consideration and reflect the Company’s best estimate of the selling price if it was sold regularly on a stand-alone basis. SSP for the mobile application and upgrade rights are estimated based on relevant market and consumer data. Revenues are recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Revenues allocated to the hardware and embedded firmware are recognized at the time of product delivery, provided the other conditions for revenue recognition have been met. This generally occurs upon delivery of the product to a third-party carrier. Revenues allocated to the implied right to access the mobile application and the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes, are recognized on a straight-line basis over the estimated usage period of the underlying hardware product. The usage period is estimated based on historical user activity and ranges from 5 to 27 months. The Company records revenues net of sales tax and variable consideration such as discounts and customer returns. Payment terms are short-term in nature and, as a result, do not have any significant financing components. The Company records estimated reductions to revenue in the form of variable consideration for customer sales programs, returns, and incentive offerings including rebates, markdowns, promotions, and volume-based incentives. Consideration payable to a customer, such as cooperative advertising and pricing promotions to retailers and distributors, is recorded as a reduction to revenue and an accrued liability unless the Company receives a distinct benefit in exchange for credits claimed and can reasonably estimate the fair value of the distinct benefit received. Deferred revenues represent advance payments received from customers prior to performance by the Company. Sales taxes collected from customers which are remitted to governmental authorities are not included in revenue and are reflected as a liability in the accompanying balance sheets. Sales Returns, Rebates, Discounts, and Allowances The Company’s contracts include promises to provide rights of return to customers as well as promises to issue discounts and provide rebates or allowances to certain retail channel customers if specified conditions are met. Revenues are reduced in the accompanying consolidated statements of operations and comprehensive loss for anticipated sales returns, discounts, and allowances, based on the Company’s analysis of sales returns, including historical sales returns, and contractual discounts and allowances. Expected returns and estimated discounts and allowances are included in accrued and other expenses in the accompanying balance sheets. Actual returns may vary from estimates if the Company experiences a change in actual sales returns or exchange patterns due to changes in products or competitive pressures. Cost of Revenues Cost of revenues consists of product costs, including contract manufacturing, shipping and handling, depreciation of tooling and manufacturing equipment, warranty replacement, fulfillment costs, rework costs, warehousing, hosting, and write-downs of excess and obsolete inventory. Product Warranty The Company offers a limited warranty for product performance, generally one year from the date of device activation. The warranty obligation allows the Company to either repair or replace a defective product. The Company accrues for future expected warranty claims and records the amount to cost of revenues at the time of sale. The estimate of future warranty claims is based on historical warranty claim experience and known conditions. Estimated warranty liabilities are included in accrued and other expenses in the accompanying consolidated balance sheets. Research and Development Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, and prototype materials. Substantially all of the Company’s research and development costs are related to developing new products and services and improving existing products and services. These costs are expensed as incurred. Stock-based Compensation The Company recognizes stock-based compensation expense for service-based employee restricted stock units ("RSUs") and stock options on a straight-line basis over the requisite service period in the consolidated statements of operations and comprehensive loss. The fair value of RSUs is based on the closing price of Owlet's common stock on the grant date. The fair value of stock options is measured at fair value on the date of grant using the Black-Scholes option pricing model, which requires assumptions and judgments. The Company accounts for forfeitures as they occur. The assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company does not have sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate — The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. Marketing and Advertising Marketing and advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. Marketing and advertising expenses were $6,670 and $26,226 for the years ended December 31, 2023 and December 31, 2022, respectively. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-operating gain or loss in the consolidated statements of operations and comprehensive loss. Refer to Note 10 for further discussion on fair value considerations. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities, • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument, • Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The carrying value of the Company’s accounts receivable, accounts payable, accrued expenses, and short-term debt approximate their fair value due to the short period of time to maturity or repayment. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the book and tax basis of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken on its tax returns, and that its accruals for tax liabilities are adequate for all open tax years, which include 2014 through 2023, based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. Uncertain tax positions are recorded when it is more likely than not that a given tax position would not be sustained upon examination by taxing authorities. The Company’s policy for recording interest and penalties related to income taxes, including uncertain tax positions, is to record such items as a component of the provision for income taxes. The Company files income tax returns in the U.S. federal jurisdiction and certain state and local jurisdictions. Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the Company’s convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), related to leases to increase transparency and comparability among organizations by requiring the recognition of right of use assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the new guidance as of January 1, 2022. See Note 5 for the impact of adoption on these consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The Company adopted ASU 2019-12 in the first quarter of 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the Financing Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04 and ASU No. 2022-02. The guidance modifies the measurement of expected credit losses on certain financial instruments. The Company adopted ASU 2016-13 on January 1, 2023. The impact of adoption was immaterial. Recently Issued Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively. |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Certain Balance Sheet Accounts | Certain Balance Sheet Accounts Property and Equipment, net Property and equipment consisted of the following as of: December 31, 2023 December 31, 2022 Tooling and manufacturing equipment $ 2,632 $ 2,731 Furniture and fixtures 639 639 Computer equipment 348 660 Software 106 106 Leasehold improvements 35 29 Total property and equipment 3,760 4,165 Less accumulated depreciation and amortization (3,383) (3,057) Property and equipment, net $ 377 $ 1,108 Depreciation and amortization expense on property and equipment was $765 and $1,264 for the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the Company allocated $473 and $807, respectively, of depreciation and amortization expense related to tooling and manufacturing equipment and software to cost of revenues. Allowance for Credit Losses The following table summarizes the Company's allowance for credit losses for the years ended December 31, 2023 and 2022: Allowance for credit losses: Beginning Balance Charges to Expense Charges to Revenue Write-offs Ending Balance Year ended December 31, 2022 $ 403 3,014 (63) (341) $ 3,013 Year ended December 31, 2023 $ 3,013 1,020 (29) (682) $ 3,322 Accrued and Other Expenses Accrued and other expenses included accrued sales returns of $2,919 and $6,756 as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2022, $4,958 of the accrued sales returns was attributable to returns resulting from the FDA Warning Letter. Changes in accrued warranty were as follows: For the Year Ended December 31, 2023 2022 Accrued warranty, beginning of period $ 712 $ 661 Provision for warranties issued during the period 574 526 Settlements of warranty claims during the period (504) (475) Accrued warranty, end of period $ 782 $ 712 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The new lease standard was adopted on January 1, 2022 using the modified retrospective transition method. Prior periods were not retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. The Company elected the package of practical expedients permitted under the transition guidance and did not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company also elected the practical expedients to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet date, and to combine lease and non-lease components for property leases, which primarily relate to ancillary expenses such as common area maintenance charges and management fees. Leases are determined at inception by assessing whether the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Owlet's leases primarily consist of leases for corporate offices and have remaining lease terms of approximately 1 year, with options for renewal. Renewal and termination options have not been included in the lease terms, as it is not reasonably certain that such options will be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature. These variable lease costs are recognized as a variable lease expense when incurred. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Owlet uses its incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. There were no finance leases as of adoption or during the year ended December 31, 2023. Income from subleased properties is recognized on a straight-line basis and presented as a reduction of costs, allocated among operating expense line items in the Company’s consolidated statements of operations and comprehensive loss. In addition to sublease rent, variable non-lease costs such as common area maintenance and utilities are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. The following table summarizes the Company's right-of-use assets, liabilities, and other information about our leases: December 31, 2023 December 31, 2022 Right of use assets, net $ 937 $ 2,260 Accrued and other expenses $ 1,169 $ 2,105 Noncurrent lease liabilities 22 1,162 Total lease liabilities, net $ 1,191 $ 3,267 Weighted average remaining lease term 0.7 years 1.7 years Weighted average discount rate 6.3% 6.3% Operating lease costs are recognized on a straight-line basis over the lease term. Total operating lease costs were $1,537 and $1,492 for the year ended December 31, 2023 and 2022, respectively, which included immaterial amounts related to short-term and variable lease costs. Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 2,257 $ 1,231 Right of use assets obtained in exchange for new operating lease liabilities $ 45 $ 530 The following table shows the future maturities of lease liabilities for leases in effect as of December 31, 2023: Years Ending December 31, Lease Liabilities 2024 1,197 2025 22 Total lease payments 1,219 Less: imputed interest (28) Total $ 1,191 As of December 31, 2023, the Company had three sublease arrangements which are noncancellable and have remaining lease terms of less than 1 year. These subleases do not contain any options to renew or terminate the sublease agreement. Expected future sublease receipts as of December 31, 2023 were $726, all of which is expected to be received in 2024. The Company recognized sublease income of $1,292 and $975 for the years ended December 31, 2023 and 2022, respectively. |
Leases | Leases The new lease standard was adopted on January 1, 2022 using the modified retrospective transition method. Prior periods were not retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. The Company elected the package of practical expedients permitted under the transition guidance and did not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company also elected the practical expedients to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet date, and to combine lease and non-lease components for property leases, which primarily relate to ancillary expenses such as common area maintenance charges and management fees. Leases are determined at inception by assessing whether the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Owlet's leases primarily consist of leases for corporate offices and have remaining lease terms of approximately 1 year, with options for renewal. Renewal and termination options have not been included in the lease terms, as it is not reasonably certain that such options will be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases typically contain rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Certain leases require the Company to pay taxes, insurance, maintenance and other operating expenses associated with the leased asset. Such amounts are not included in the measurement of the ROU assets and lease liabilities to the extent they are variable in nature. These variable lease costs are recognized as a variable lease expense when incurred. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Owlet uses its incremental borrowing rate, based on the information available at the lease commencement date, to determine the present value of lease payments. There were no finance leases as of adoption or during the year ended December 31, 2023. Income from subleased properties is recognized on a straight-line basis and presented as a reduction of costs, allocated among operating expense line items in the Company’s consolidated statements of operations and comprehensive loss. In addition to sublease rent, variable non-lease costs such as common area maintenance and utilities are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. The following table summarizes the Company's right-of-use assets, liabilities, and other information about our leases: December 31, 2023 December 31, 2022 Right of use assets, net $ 937 $ 2,260 Accrued and other expenses $ 1,169 $ 2,105 Noncurrent lease liabilities 22 1,162 Total lease liabilities, net $ 1,191 $ 3,267 Weighted average remaining lease term 0.7 years 1.7 years Weighted average discount rate 6.3% 6.3% Operating lease costs are recognized on a straight-line basis over the lease term. Total operating lease costs were $1,537 and $1,492 for the year ended December 31, 2023 and 2022, respectively, which included immaterial amounts related to short-term and variable lease costs. Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 2,257 $ 1,231 Right of use assets obtained in exchange for new operating lease liabilities $ 45 $ 530 The following table shows the future maturities of lease liabilities for leases in effect as of December 31, 2023: Years Ending December 31, Lease Liabilities 2024 1,197 2025 22 Total lease payments 1,219 Less: imputed interest (28) Total $ 1,191 As of December 31, 2023, the Company had three sublease arrangements which are noncancellable and have remaining lease terms of less than 1 year. These subleases do not contain any options to renew or terminate the sublease agreement. Expected future sublease receipts as of December 31, 2023 were $726, all of which is expected to be received in 2024. The Company recognized sublease income of $1,292 and $975 for the years ended December 31, 2023 and 2022, respectively. |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue [Abstract] | |
Deferred Revenues | Deferred Revenues Deferred revenues relate to performance obligations for which payments are received from customers prior to the satisfaction of the Company’s obligations to its customers. Deferred revenues primarily consist of amounts allocated to the mobile application, unspecified upgrade rights, and content, and are recognized over the service period of the performance obligations, which ranges from 5 to 27 months. Changes in the total deferred revenues balance were as follows: For the Year Ended December 31, 2023 2022 Beginning balance $ 1,386 $ 1,235 Deferral of revenues 1,918 2,584 Recognition of deferred revenues (2,002) (2,433) Ending balance $ 1,302 $ 1,386 The Company recognized $1,169 and $1,050 of revenue during the years ended December 31, 2023 and 2022, respectively, that was included in the deferred revenue balance at the beginning of the respective period. |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financing Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Financing Arrangements | Long-Term Debt and Other Financing Arrangements The following is a summary of the Company’s long-term indebtedness as of: December 31, 2023 December 31, 2022 Term loan payable to SVB, maturing on October 1, 2024 $ 5,000 $ 8,000 Financed insurance premium 944 2,353 Total debt 5,944 10,353 Less: current portion (5,944) (10,353) Total long-term debt, net $ — $ — Third Amended and Restated Loan and Security Agreement On November 23, 2022, the Company entered into the Third Amended and Restated Loan and Security Agreement (the “November 2022 LSA”) with Silicon Valley Bank, now a division of First Citizens Bank and Trust Company (“SVB”). The November 2022 LSA amended, restated and replaced in its entirety the prior Second Amended and Restated Loan and Security Agreement, dated April 22, 2020, and all prior amendments. On March 27, 2023, the Company entered into the first amendment to the November 2022 LSA with SVB (the “March 2023 Amendment”), which, among other revisions, (i) deferred certain payments of principal by the Company until September 1, 2023, (ii) had SVB waive certain stated events of default, (iii) expanded the eligibility of inventory and accounts that the Company can borrow against, and (iv) modified certain financial covenants required of the Company. In connection with the March 2023 Amendment, the Company granted SVB a warrant to purchase 10,714 shares of the Company's common stock at a price of $5.32 per share, expiring on March 27, 2035 (the "SVB Warrants"). The warrant was valued at $43 and is classified as equity and included within additional paid-in capital on the consolidated balance sheet. See Note 9, Convertible Preferred Stock, Warrants, and Earnout Shares for a summary of all common stock warrants currently outstanding. On August 10, 2023, the Company entered into the second amendment to the November 2022 LSA with SVB (the “August 2023 Amendment”) that clarified the calculation of the financial covenants under the agreement. On November 13, 2023, the Company entered into a waiver and third amendment to the November 2022 LSA (the "November 2023 Amendment" and together with the November 2022 LSA, the March 2023 Amendment, and the August 2023 Amendment, the "LSA") with SVB to, among other things, waive the Company's violation of the adjusted EBITDA covenant for the three months ended September 30, 2023, and to revise the adjusted EBITDA requirements for future periods. As of December 31, 2023, the Company was in violation of its adjusted EBITDA requirement. On March 8, 2024, the Company entered into a waiver and fourth amendment to the November 2022 LSA (the "March 2024 Amendment" and together with the November 2022 LSA, the March 2023 Amendment, the August 2023 Amendment, and the November 2023 Amendment, the "LSA") with SVB, which, among other revisions, (i) deferred the maturity of the revolving line of credit (the "SVB Revolver") from April 22, 2024 to December 31, 2024, (ii) had SVB waive certain stated events of default, (iii) expanded the eligibility of inventory and accounts that the Company can borrow against, and (iv) modified certain financial covenants required of the Company. Line of Credit The LSA provides for a $10,000 revolving line of credit as of December 31, 2023. The SVB Revolver is an asset-based lending facility subject to borrowing base availability, which is limited by specified percentages of eligible accounts receivable and eligible inventory. Borrowing base availability can be impacted based upon the period’s eligible accounts receivable and eligible inventory and may be significantly lower than the full $10,000 line of credit. As of December 31, 2023, borrowing base availability was $9,288. The SVB Revolver facility matures and terminates on April 22, 2024. As of December 31, 2023, the SVB Revolver bore interest on the outstanding principal amount at a floating rate per annum equal to the greater of (i) 5.00% and (ii) the prime rate plus the prime rate margin, which is 2.25%, as defined by the LSA. As of December 31, 2023 there was $9,250 of outstanding borrowings under the SVB Revolver. Term Loan The LSA also provided for an $8,500 term loan (the “Term Loan”), replacing the term loans made under the previous agreement, of which $5,000 was outstanding as of December 31, 2023. The Term Loan amortizes with equal monthly installments of $500 and matures on October 1, 2024. The Term Loan accrues interest on the outstanding principal amount at a floating rate per annum equal to the greater of (i) five and three-quarters percent (5.75%) and (ii) the prime rate plus a prime rate margin of 3.50%, and such interest is payable (a) monthly in arrears, (b) on each prepayment date and (c) on the Term Loan Maturity Date. All outstanding principal and accrued and unpaid interest and all other Term Loan-related outstanding obligations shall become due and payable in full on the Term Loan maturity date. The Company believes that the fair value of the Term Loan approximates the recorded amount as of December 31, 2023 and 2022, as the interest rates on the long-term debt are variable and the rates are based on market interest rates (bank's prime rate) after consideration of default and credit risk (using Level 2 inputs). Fees and Other Terms Fees payable under the LSA include potential prepayment fees on the Term Loan between 1.00% to 2.50% on the outstanding principal, a termination fee on the SVB Revolver between 2.00% to 2.50%, an unused line of credit facility fee equal to two-tenths percent (0.20%) per annum of the average unused portion of the SVB Revolver, and a final payment fee equal to $450 due on the earlier of full repayment of the Term Loan or termination of the LSA. Other terms of the LSA include i) liquidity threshold covenant greater than $15,000 at all times and (ii) certain minimum adjusted EBITDA covenants that are measured quarterly for fiscal quarters through December 31, 2023. Financed Insurance Premium In July 2023, the Company renewed its corporate directors & officers and employment liability policies and entered into a new short-term commercial premium finance agreement with First Insurance Funding totaling $927 to be paid in eleven equal monthly payments, accruing interest at a rate of 8.29% (the "Financed Insurance Premium"). Future Aggregate Maturities As of December 31, 2023, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount 2024 5,944 Total $ 5,944 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase and Other Obligations The Company entered into a services and license agreement for cloud platform services in June 2021. The Company has a purchase obligation of $5,000 to be paid over a 36-month period beginning in June 2021. In February 2023, the Company entered into an agreement with a significant vendor to pay $3,000 of interest over 36 months with respect to past due payables. The present value of the future payments was expensed and included within interest expense, net on the consolidated statements of operations for the year ended December 31, 2023. In January 2024, the agreement was amended and the schedule of interest payments was modified from 36 months to 28 months. The amount of interest payable was unchanged. Litigation The Company is involved in legal proceedings from time to time arising in the normal course of business. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity. In November 2021, two putative class action complaints were filed against us in the U.S. District Court for the Central District of California, the first captioned Butala v. Owlet, Inc., Case No. 2:21-cv-09016, and the second captioned Cherian v. Owlet, Inc., Case No. 2:21-cv-09293. Both complaints alleged violations of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company and certain of its officers and directors on behalf of a putative class of investors who: (a) purchased the Company’s common stock between March 31, 2021 and October 4, 2021 (“Section 10(b) Claims”); or (b) held common stock in SBG as of June 1, 2021, and were eligible to vote at SBG's special meeting held on July 14, 2021 (“Section 14(a) Claims”). Both complaints allege, among other things, that the Company and certain of its officers and directors made false and/or misleading statements and failed to disclose certain information regarding the FDA’s likely classification of the Owlet Smart Sock as a medical device requiring marketing authorization. On September 8, 2023, the Court ruled that while the Butala and Cherian cases were consolidated, there would be two distinct and separate classes to represent the Section 10(b) Claims and Section 14(a) Claims, respectively, and appointed lead plaintiffs and lead counsel for each class. Amended complaints were filed for each class on November 21, 2023, and then further amended in consolidated filings on December 22, 2023. The Company intends to vigorously defend itself against these claims and filed in response to each complaint, on February 9, 2024, its motions to dismiss the cases in response to these complaints, on behalf of itself and the named officers and directors. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless, and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is immaterial. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation 2021 Incentive Award Plan Effective February 12, 2021, the Board of Directors approved the adoption of the 2021 Incentive Award Plan (the "2021 Plan") as a successor to the 2014 Equity Incentive Plan (the "2014 Plan"), which permits the Company to grant options, stock appreciation rights, restricted stock, restricted stock units, performance bonus, performance stock unit, dividend equivalents, or other stock or cash based awards to employees, directors, or consultants. Shares remaining for issuance, forfeited, expired, or other manner available to issue under terms of the 2014 Plan roll over to and become available for awards under the 2021 Incentive Award Plan. As of December 31, 2023, 2,592,830 shares were authorized for issuance under the 2021 Plan. In addition, the shares authorized for the 2021 Plan may be increased on an annual basis beginning January 1, 2022, in an amount equal to 5% of the outstanding common stock on the last day of the immediately preceding fiscal year for a period of 10 years. As of December 31, 2023, a total of 2,531,001 shares of common stock are reserved for issuance and 532,332 shares are available for future grants under the 2021 Plan. Employee Stock Purchase Plan On January 1, 2022, the Company began offering an Employee Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees to contribute a portion of their eligible earnings toward the semi-annual purchase of our shares of common stock at a discounted price, subject to an annual maximum dollar amount. Employees can purchase stock at a 15% discount applied to the lower closing stock price on the first or last day of the six Stock Options The following is a summary of stock option information and weighted average exercise prices: 2023 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding at January 1 598,155 $ 24.35 739,762 $ 26.15 Granted (1) 136,326 4.21 5,707 25.62 Exercised (18,054) 3.12 (58,337) 4.42 Canceled (1) (253,010) 30.26 (79,732) 52.46 Expired (249) 4.06 (9,245) 60.76 Outstanding at December 31 463,168 16.03 598,155 24.35 Exercisable at December 31 440,324 $ 15.19 524,974 $ 20.34 (1) Includes 136,326 stock options repriced in September 2023, accounted for as a modification. Stock-based compensation related to the incremental fair value of repriced options was immaterial. The grant date fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model. The key assumptions for grants presented on a weighted average basis are as follows: Year Ended December 31, 2023 2022 Expected volatility 47.6 % 68.2 % Risk-free rate 4.2 % 2.0 % Expected term in years 4.7 6.1 Dividend yield — % — % Stock-based compensation expense related to options was $1,199 and $3,448 during the years ended December 31, 2023 and December 31, 2022, respectively. Generally, employees are subject to four The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of options exercised was $29 during 2023 and $1,416 during 2022. At December 31, 2023, options outstanding had an intrinsic value of $763 with a weighted average remaining life of 4.76 years. At December 31, 2023, options vested and exercisable had an intrinsic value of $746 with a weighted average remaining life of 4.63 years. At December 31, 2022, options outstanding had an intrinsic value of $1,489 with a weighted average remaining life of 5.82 years. At December 31, 2022, options vested and exercisable had an intrinsic value of $1,489 with a weighted average remaining life of 5.52 years. The total grant date fair value of options vested during 2023 and 2022 was $1,153 and $3,958, respectively. The grant date fair value of options granted during 2023 and 2022 was $171 and $91, respectively. Weighted average grant date fair value of options granted during 2023 and 2022 was $1.26 and $15.97, respectively. Stock options vested and expected to vest at December 31, 2023 totaled 463,168 shares, with an intrinsic value of $763, weighted average exercise price of $16.03, and weighted average remaining life of 4.76 years. Cash received from stock options exercised during 2023 and 2022 was immaterial. Restricted Stock Units The following is a summary of RSU information and weighted average grant date fair values for the Company's RSUs: Year Ended December 31, 2023 2022 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 494,671 $ 37.77 290,220 $ 57.15 Granted 1,331,899 3.96 545,692 34.33 Vested (286,601) 35.17 (94,552) 54.51 Forfeited (75,896) 35.57 (246,689) 46.55 Unvested at December 31 1,464,073 $ 7.64 494,671 $ 37.77 RSUs are valued at the market value on the date of grant and compensation expense for employees is expensed over the vesting period. Generally, employees are subject to either a four Stock-based compensation expense related to RSU grants was $7,510 and $8,206 during the years ended December 31, 2023 and December 31, 2022, respectively. The aggregated fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $5,274 and $18,650, respectively. The aggregated fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $10,080 and $5,239, respectively. Performance Restricted Stock Units The following is a summary of PRSU information and weighted average grant date fair values for the Company's PRSUs: Year Ended December 31, 2023 2022 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 87,321 $ 36.36 — $ — Granted — — 132,433 36.37 Vested (7,518) 36.40 — — Forfeited (8,375) 35.97 (45,112) 36.40 Unvested at December 31 71,428 $ 36.40 87,321 $ 36.36 The PRSU awards function in the same manner as restricted stock units except that vesting terms are based on achievement of performance measures, such as the achievement of net revenue targets and obtaining certain FDA regulatory results. PRSUs are recognized as expense following a graded vesting schedule with their performance re-assessed and updated on a quarterly basis, or more frequently as changes in facts and circumstances warrant. Stock-based compensation related to PRSU grants was $663 and $428 for the years ended December 31, 2023 and 2022, respectively. No PRSUs were granted during the year ended December 31, 2023. The aggregated fair value of PRSUs granted during the year ended December 31, 2022 was $4,817. The aggregated fair value of PRSUs vested during the year ended December 31, 2023 was $274. No PRSUs vested during the year ended December 31, 2022. Summary of Employee Stock Purchase Plan Shares Employees purchased 43,274 shares at an average price of $4.96 during the year ended December 31, 2023, and 17,937 shares at an average price of $23.80 during the year ended December 31, 2022. The intrinsic value of shares purchased was $38 and $64, respectively, for the years ended December 31, 2023 and 2022. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares. During the years ended December 31, 2023 and 2022, the rollover provision of our ESPP was triggered and resulted in incremental expense to be recognized over the new twenty-four-month offering period, which did not have a material impact on our consolidated statements of operations and comprehensive loss. Stock-based Compensation Expense Total stock-based compensation was recognized as follows (in thousands): Year Ended December 31, 2023 2022 General and administrative $ 5,391 $ 7,117 Sales and marketing 1,720 2,216 Research and development 2,822 3,523 Total stock-based compensation $ 9,933 $ 12,856 As of December 31, 2023, the Company had $1,070 of unrecognized stock-based compensation costs related to non-vested options that will be recognized over a weighted average period of 0.96 years, $9,506 of unrecognized stock-based compensation costs related to unvested RSUs that will be recognized over a weighted average period of 1.92 years, and $482 of unrecognized stock-based compensation costs related to unvested PRSUs that will be recognized over a weighted average period of 1.56 years. During the year ended December 31, 2022, the Company capitalized $36 of stock-based compensation attributable to internally developed software. No stock-based compensation was capitalized during the year ended December 31, 2023. |
Convertible Preferred Stock, Wa
Convertible Preferred Stock, Warrants, and Earnout Shares | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Convertible Preferred Stock, Warrants, and Earnout Shares | Convertible Preferred Stock, Warrants, and Earnout Shares February 2023 Offering On February 17, 2023 the Company entered into private placement investment agreements with certain investors, pursuant to which the Company issued and sold to the investors (i) an aggregate of 30,000 shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share and (ii) warrants to purchase an aggregate of 7,871,712 shares of the Company’s common stock, par value $0.0001 per share, (“February 2023 Warrants”) for an aggregate purchase price of $30,000. The Series A convertible preferred stock is convertible into common stock at the option of the holder at any time after February 17, 2023 and ranks, with respect to dividend rights, rights of redemption and rights upon a liquidation event, (i) senior to the common stock and all other classes or series of equity securities of the Company established after February 17, 2023, unless such shares or equity securities expressly provide that they rank in parity with or senior to the Series A convertible preferred stock with respect to dividend rights, rights of redemption or rights upon a liquidation event, (ii) on parity with each class or series of equity securities of the Company established after the February 17, 2023, the terms of which expressly provide that it ranks on parity with the Series A convertible preferred stock with respect to dividend rights, rights of redemption and rights upon a liquidation event and (iii) junior to each class or series of equity securities of the Company established after February 17, 2023, the terms of which expressly provide that it ranks senior to the Series A convertible preferred stock with respect to dividend rights, rights of redemption and rights upon a liquidation event. Except as otherwise provided in the certificate of designation relating to the Series A convertible preferred stock or as required by law, holders of shares of Series A convertible preferred stock are entitled to vote with the holders of shares of common stock (and any other class or series that may similarly be entitled to vote with the holders of common stock) on an as-converted to common stock basis at any annual or special meeting of stockholders of the Company, and not as a separate class. At any time from and after February 17, 2028, the holders of at least a majority of the then outstanding shares of Series A convertible preferred stock may specify a date and time or the occurrence of an event by vote or written consent that all, and not less than all, of the outstanding shares of Series A preferred stock will automatically be: (i) converted into shares of common stock at a conversion rate of 145.7726 per share (the "Conversion Rate"), (ii) subject to certain exceptions and limitations, redeemed for an amount per share of Series A preferred stock equal to the liquidation preference of one thousand dollars per share, plus all accrued or declared but unpaid dividends as of the redemption date and time or (iii) a combination of the foregoing. Subject to certain exceptions, upon the occurrence of a fundamental change, voluntary or involuntary liquidation, dissolution or winding-up of the Company, the Company will be required to pay an amount per share of Series A Preferred Stock equal to the greater of (i) one thousand dollars per share or (ii) the consideration per share of Series A Preferred Stock as would have been payable had all such shares been converted to common stock immediately prior to the liquidation event, plus, in each case, the aggregate amount of all declared but unpaid dividends thereon to the date of final distribution to the holders of Series A Preferred Stock. Each of the February 2023 Warrants sold in the private placement offering is exercisable for one share of common stock at an exercise price of $4.66 per share, is immediately exercisable, and will expire on February 17, 2028. None of the warrants have been exercised as of December 31, 2023. As the February 2023 Warrants could require cash settlement in certain scenarios, the warrants were classified as liabilities upon issuance and were initially recorded at an aggregate estimated fair value of $26,133. The total proceeds from the offering were first allocated to the liability classified warrants, based on their fair values, with the residual $3,867 allocated to the Series A convertible preferred stock. The Series A convertible stock will accrete to its redemption value, starting from the issuance date to the date at which the shares become redeemable on February 17, 2028. Accretion will be recorded as a deemed dividend. The Company incurred $1,963 of issuance costs related to the offering, of which $1,513 were paid as of December 31, 2023. Issuance costs allocated to the preferred stock of $253 were recorded as a reduction to the Series A preferred stock. Issuance costs allocated to the liability classified warrants of $1,710 were recorded as an expense within general and administrative expenses. SBG Common Stock Warrants As a result of the merger completed with SBG on July 15, 2021 (the “Merger”), the Company continues to record liabilities for warrants issued by SBG prior to the Merger. Pursuant to the SBG initial public offering, SBG sold warrants to purchase an aggregate of 821,428 shares of the Company’s common stock at a price of $161.00 per share (“SBG Public Warrants”). Following the closing of the Initial Public Offering on September 17, 2020, the Company completed the sale of warrants to purchase an aggregate of 471,428 shares of the Company’s common stock at a price of $161.00 per share in a private placement to Sandbridge Acquisition Holdings LLC (the “SBG Private Placement Warrants”). Together, the SBG Public Warrants and SBG Private Placement Warrants are referred to as the “SBG Common Stock Warrants.” The SBG Public Warrants became exercisable 12 months from the closing of the Initial Public Offering. The SBG Common Stock Warrants will expire five years after the completion of the Merger or earlier upon redemption or liquidation. The following table summarizes issuable shares of the Company’s common stock based on warrant activity for the year ended December 31, 2023: As of Shares Issuable by New Warrants Shares Purchased by Exercise As of SBG Public Warrants 821,428 — — 821,428 SBG Private Placement Warrants 471,428 — — 471,428 February 2023 Warrants — 7,871,712 — 7,871,712 SVB Warrants (Note 6) — 10,714 — 10,714 Total 1,292,856 7,882,426 — 9,175,282 Earnout Shares Following the Merger, 200,536 shares of common stock held by certain former equity holders of SBG are subject to vesting and forfeiture conditions (the "Earnout Shares"). Of the 200,536 earnout shares 100,268 shares will vest at such time as a $175.00 stock price level is achieved and 100,268 will vest at such time as a $210.00 stock price level is achieved, in each case, on or before the fifth anniversary of the Closing of the Merger. The ‘‘stock price level’’ will be considered achieved only (a) when the closing price of a share of Owlet common stock on the NYSE is greater than or equal to the applicable price for any 20 trading days within a 30 trading day period or (b) the price per share of Owlet common stock paid in certain change of control transactions following the Closing is greater than or equal to the applicable price. Earnout shares subject to vesting pursuant to the above terms that do not vest in accordance with such terms shall be forfeited and canceled for no consideration. The earnout shares are not redeemable. As the vesting event has not yet been achieved, these shares of Owlet common stock, which are issued and outstanding, are treated as contingently recallable and have been excluded from the denominator for the purposes of calculating basic and diluted net loss per share. See Note 12 for further discussion on the calculation of basic and diluted net loss per share. The Company evaluated the earnout shares and concluded that they meet all conditions for equity classification. Because the settlement provisions in the agreement governing the earnout shares either include a fixed exercise price or involve the fair value of the entity's stock, the earnout shares are considered indexed to the Company's common stock. Because the Merger is accounted for as a reverse recapitalization, the issuance of the earnout shares has been treated as a deemed dividend, and since Owlet does not have retained earnings, the issuance is recorded within additional-paid-in-capital (“APIC”) and has a net zero impact on APIC. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about the Company's assets and liabilities measured and reported in the financial statements at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 16,489 $ — $ — $ 16,489 Total assets $ 16,489 $ — $ — $ 16,489 Liabilities: SBG Public Warrants $ — $ — $ 61 $ 61 SBG Private Placement Warrants — — 35 35 February 2023 Warrants $ — $ — $ 27,685 $ 27,685 Total liabilities $ — $ — $ 27,781 $ 27,781 December 31, 2022 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 11,070 $ — $ — $ 11,070 Total assets $ 11,070 $ — $ — $ 11,070 Liabilities: SBG Public Warrants $ 460 $ — $ — $ 460 SBG Private Placement Warrants $ — $ 264 $ — $ 264 Total liabilities $ 460 $ 264 $ — $ 724 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The SBG Public Warrants and SBG Private Placement Warrants as of December 31, 2023 are presented in Level 3 of the fair value hierarchy. On June 15, 2023, the Company received notice from the New York Stock Exchange (the “NYSE”) that the NYSE had halted trading in the SBG Public Warrants due to the low trading price of those warrants. On June 16, 2023, the NYSE provided written notice to the Company and publicly announced that NYSE Regulation had determined to commence proceedings to delist the SBG Public Warrants and that such warrants were no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. As such, these instruments are no longer valued using quoted market prices and correspondingly, the SBG Private Placement Warrants can no longer be valued based on a quoted market price of the SBG Public Warrants. The Company measured the fair value of both the SBG Public Warrants and the SBG Private Placement Warrants as of December 31, 2023, using the Black-Scholes option pricing model with the following assumptions: SBG Common Stock Warrants - Black-Scholes Inputs December 31, 2023 OWLT stock price $ 5.28 Exercise price of warrants $ 161.00 Term in years 2.54 Risk-free interest rate 4.11 % Volatility 85.00 % The February 2023 Warrants are presented as Level 3 measurements, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. The Company measured the fair value of the February 2023 Warrants at issuance and again as of December 31, 2023, using the Black-Scholes option pricing model with the following assumptions: February 2023 Warrants - Black-Scholes Inputs February 17, 2023 December 31, 2023 OWLT stock price $ 4.78 $ 5.28 Exercise price of warrants $ 4.66 $ 4.66 Term in years 5.00 4.13 Risk-free interest rate 4.10 % 3.91 % Volatility 85.00 % 85.00 % The following table presents a reconciliation of the Company’s SBG Public Warrants, SBG Private Placement Warrants, and February 2023 Warrants (together, the “Level 3 Warrants”) measured at fair value on a recurring basis as of December 31, 2023: Level 3 Warrants Balance as of December 31, 2022 $ 724 Issuance of February 2023 Warrants 26,133 Change in fair value included within common stock warrant liability adjustment 924 Balance as of December 31, 2023 $ 27,781 There were no transfers between Level 1 and Level 2 in the periods reported. The SBG Public Warrants and SBG Private Placement Warrants were transferred into Level 3 in the period reported, as discussed above. The Company measured the fair value of the SVB Warrants (see Note 6) at issuance as of March 27, 2023, using the Black-Scholes option pricing model with the following assumptions: SVB Warrants - Black-Scholes Inputs March 27, 2023 OWLT stock price $ 4.62 Exercise price of warrants $ 5.32 Term in years 12.00 Risk-free interest rate 3.60 % Volatility 85.00 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense for the years ended December 31, 2023 and 2022 was $10 and $29, respectively. The provision for income taxes differs from the amount computed at federal statutory rates as follows for the year ended December 31: 2023 2022 Federal income tax at statutory rates $ (6,907) $ (16,654) State income tax at statutory rates (636) (2,737) Change in valuation allowance 4,487 19,994 Warrant (benefit) expense (1) 194 (1,331) Transaction costs (2) 375 — Stock-based compensation 2,101 895 Other 396 (138) Total income tax provision $ 10 $ 29 (1) Represents a permanent item attributed to common stock mark-to-market adjustments. (2) Represents costs associated with the February 2023 preferred stock issuance and the July 2023 reverse stock split Significant components of the Company’s deferred income tax assets (liabilities) are as follows as of December 31: 2023 2022 Deferred tax assets Accrued liabilities $ 2,509 $ 2,734 Stock-based compensation 1,719 2,452 163(j) Interest expense limitation 1,823 1,051 Net operating loss carryforwards 43,726 38,042 174 Capitalization 4,195 5,379 Lease Liability 289 800 Other 1,153 802 Total deferred income tax assets $ 55,414 $ 51,260 Deferred tax liabilities ROU Asset (228) (554) Other (23) (30) Total deferred tax liabilities (251) (584) Valuation allowance $ (55,163) $ (50,676) Net deferred tax asset (liability) $ — $ — As of December 31, 2023, the Company had $37,385 of federal and $6,341 of state net operating loss carry-forwards available to offset future taxable income, some of which, if not utilized, will begin to expire in 2034 for federal and 2036 for state purposes. Accounting standards require that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses the realization is more likely than not. Realization of the future tax benefits from the net operating losses or credit carryforwards, if any, is dependent on the Company’s ability to generate sufficient taxable income within the applicable carryforward period. The Company has established a full valuation allowance due to historical cumulative losses and the uncertainty of its ability to generate sufficient taxable income to realize the deferred tax assets. As of December 31, 2023, the Company recorded a valuation allowance of $55,163 for the portion of the deferred tax assets that we do not expect to be realized. Due to our history of losses in the U.S., the net cumulative deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $4,487 in the year ended December 31, 2023. The utilization of the net operating loss carryforwards could be subject to annual limitations under Section 382 of the Internal Revenue Code. Section 382 imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change.” In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. Additionally, net operating losses utilized after 2017 would be limited to 80% of taxable income in years in which NOL carryforwards would be utilized. Uncertain tax positions are recorded when it is more likely than not that a given tax position would not be sustained upon examination by taxing authorities. Based on positions taken in the Company’s tax filings, the Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the Company’s convertible preferred stock do not have a contractual obligation to share in the Company’s losses. The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Numerator: Net loss and comprehensive loss $ (32,901) $ (79,336) Accretion on Series A convertible preferred stock (4,591) — Net loss attributable to common stockholders (1) $ (37,492) $ (79,336) Denominator: Weighted average common shares used in computed net loss per share attributable to common stockholders - basic and diluted 8,276,481 7,950,757 Net loss per share attributable to common stockholders - basic and diluted $ (4.53) $ (9.98) (1) For the year ended December 31, 2023, the Company did not allocate its net loss to participating convertible preferred stock as those shares are not obligated to share in the losses of the Company. There were no shares of convertible preferred stock outstanding as of December 31, 2022. The following table summarizes the common stock equivalents of potentially dilutive outstanding securities excluded from the computation of diluted net loss per share due to their anti-dilutive effect: As of December 31, 2023 2022 Stock options 463,168 598,791 RSUs 1,464,073 494,733 PRSUs 71,428 87,323 ESPP shares committed 22,791 15,104 Common stock warrants 9,175,282 1,292,856 Convertible preferred stock 4,173,177 — Total 15,369,919 2,488,807 The Company’s 200,536 unvested Earnout Shares were excluded from the calculation of basic and diluted per share calculations as the vesting conditions have not yet been met as of December 31, 2023. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company operates as a single operating segment. The Company’s chief operating decision maker manages the Company's operations on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in these consolidated financial statements. Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 46,364 $ 57,969 International 7,646 11,233 Total revenues $ 54,010 $ 69,202 Other than the United States, no individual country exceeded 10% of total revenues for either of the years ended December 31, 2023 and December 31, 2022. In the normal course of business, the Company provides credit terms to some of its customers and generally requires no collateral. A major customer is considered to be one that comprises more than 10% of the Company’s annual revenues. The Company’s major customers are as follows: Percent of Revenue as of December 31, 2023 Percent of Revenue as of December 31, 2022 Customer 1 22 % — % Customer 2 17 % 23 % Customer 3 14 % 10 % Customer 4 — % 13 % The Company’s long-lived assets are composed of property and equipment and right of use assets, net, and are summarized by geographic area as follows as of (in thousands): December 31, 2023 December 31, 2022 United States $ 998 $ 2,615 International 316 753 Total long-lived assets $ 1,314 $ 3,368 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 2024 Private Placement Financing On February 25, 2024, the Company entered into an agreement to sell newly issued Series B Convertible Preferred Stock ("Series B Preferred Stock") and warrants to purchase its common stock, involving participation from existing investors, for aggregate gross proceeds of $9,250. Pursuant to the terms of the definitive agreement, on February 29, 2024, Owlet issued shares of Series B Preferred Stock that are convertible into approximately 1,199,351 shares of common stock. Each purchaser also received a warrant to purchase 150% of the number of shares of common stock into which their Series B Preferred Stock is convertible. The warrants have a per share exercise price of $7.7125 and are exercisable by the holder at any time on or before March 1, 2029. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (32,901) | $ (79,336) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Guidance (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except per share amounts, in the notes are presented in thousands, unless otherwise specified. Certain prior year amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key management estimates include those related to revenue recognition (including standalone selling price, usage period of hardware products sold, sales incentives, product returns and implied post contract support and service), allowances for doubtful accounts, write-downs for obsolete or slow-moving inventory, useful lives for property and equipment, impairment assessments for long-lived tangible and intangible assets, warranty obligations, valuation allowances for net deferred income tax assets, uncertain tax positions, and valuation of warrants and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist of money market funds. |
Accounts Receivable | Accounts Receivable The Company records its accounts receivable at sales value and maintains an allowance for its current estimate of expected credit losses. Provisions for expected credit losses are estimated based on historical experience, assessment of specific risk, review of outstanding invoices, and forecasts about the future. The Company establishes specific reserves for customers in an adverse financial condition and adjusts for its expectations of changes in conditions that may impact the collectability of outstanding receivable. |
Inventory | Inventory |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization Intangible assets subject to amortization consist of patents, trademarks, and software development costs and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Intangible assets were $2,210, net of accumulated amortization of $280 as of December 31, 2023 and $2,279, net of accumulated amortization of $206, as of December 31, 2022. Patents and trademarks are amortized over ten years using the straight-line method. |
Leases | Leases The Company leases its office space and certain equipment under operating leases. As described in Note 5, the Company adopted the new lease accounting standard on January 1, 2022 using the modified retrospective transition method. For leases that contain rent escalation or rent concession provisions, under both methods the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. For periods ending prior to January 1, 2022, the Company recorded the difference between the rent paid and the straight-line rent as a deferred rent liability in the consolidated balance sheets. Balance sheets for all dates after January 1, 2022 reflect right of use ("ROU") assets and lease liabilities, as more fully described in Note 4. |
Revenue Recognition; Arrangements with Multiple Performance Obligations; and Sales Returns, Rebates, Discounts, and Allowances | Revenue Recognition The Company generated substantially all of its revenues from the sale of its hardware products, primarily the Owlet Dream Sock, Owlet Cam and Owlet Monitor Duo. The Company’s primary source of revenues are in the United States. There are no other geographical regions that represent 10% or more of revenues. Revenues are recognized when control of goods and services is transferred to customers at the transaction price, an amount that reflects the consideration expected to be received by the Company in exchange for those goods and services. The transaction price is calculated as selling price less the Company’s estimate of variable consideration, including future returns, volume rebates, and sales incentives related to current period sales. The Company applies the following five step-approach to recognizing revenue: (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue when or as a performance obligation is recognized Arrangements with Multiple Performance Obligations The Company enters into contracts that have multiple performance obligations. Product sales include three performance obligations. The first performance obligation is the delivery of hardware and embedded firmware essential to the functionality of the hardware. Embedded firmware allows the hardware to recognize inputs to the hardware and provide appropriate outputs. The second performance obligation is the implied right to connect the downloadable mobile application, provided free of charge, to the hardware, which enables users to view and access real-time data outputs. The third performance obligation is the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes relating to the product’s essential firmware. The Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The Company’s process for determining its SSP considers multiple factors, including an adjusted market assessment and consumer behaviors, and varies depending on the facts and circumstances of each performance obligation. Revenues allocated to the delivery of the hardware and embedded firmware essential to the functionality of the hardware represent substantially all of the arrangement consideration and reflect the Company’s best estimate of the selling price if it was sold regularly on a stand-alone basis. SSP for the mobile application and upgrade rights are estimated based on relevant market and consumer data. Revenues are recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Revenues allocated to the hardware and embedded firmware are recognized at the time of product delivery, provided the other conditions for revenue recognition have been met. This generally occurs upon delivery of the product to a third-party carrier. Revenues allocated to the implied right to access the mobile application and the implied right to receive, on a when-and-if-available basis, future unspecified application upgrades, added features, and bug fixes, are recognized on a straight-line basis over the estimated usage period of the underlying hardware product. The usage period is estimated based on historical user activity and ranges from 5 to 27 months. The Company records revenues net of sales tax and variable consideration such as discounts and customer returns. Payment terms are short-term in nature and, as a result, do not have any significant financing components. The Company records estimated reductions to revenue in the form of variable consideration for customer sales programs, returns, and incentive offerings including rebates, markdowns, promotions, and volume-based incentives. Consideration payable to a customer, such as cooperative advertising and pricing promotions to retailers and distributors, is recorded as a reduction to revenue and an accrued liability unless the Company receives a distinct benefit in exchange for credits claimed and can reasonably estimate the fair value of the distinct benefit received. Deferred revenues represent advance payments received from customers prior to performance by the Company. Sales taxes collected from customers which are remitted to governmental authorities are not included in revenue and are reflected as a liability in the accompanying balance sheets. Sales Returns, Rebates, Discounts, and Allowances The Company’s contracts include promises to provide rights of return to customers as well as promises to issue discounts and provide rebates or allowances to certain retail channel customers if specified conditions are met. Revenues are reduced in the accompanying consolidated statements of operations and comprehensive loss for anticipated sales returns, discounts, and allowances, based on the Company’s analysis of sales returns, including historical sales returns, and contractual discounts and allowances. Expected returns and estimated discounts and allowances are included in accrued and other expenses in the accompanying balance sheets. Actual returns may vary from estimates if the Company experiences a change in actual sales returns or exchange patterns due to changes in products or competitive pressures. |
Cost of Revenues | Cost of Revenues Cost of revenues consists of product costs, including contract manufacturing, shipping and handling, depreciation of tooling and manufacturing equipment, warranty replacement, fulfillment costs, rework costs, warehousing, hosting, and write-downs of excess and obsolete inventory. |
Product Warranty | Product Warranty The Company offers a limited warranty for product performance, generally one year from the date of device activation. The warranty obligation allows the Company to either repair or replace a defective product. The Company accrues for future expected warranty claims and records the amount to cost of revenues at the time of sale. The estimate of future warranty claims is based on historical warranty claim experience and known conditions. Estimated warranty liabilities are included in accrued and other expenses in the accompanying consolidated balance sheets. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, and prototype materials. Substantially all of the Company’s research and development costs are related to developing new products and services and improving existing products and services. These costs are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for service-based employee restricted stock units ("RSUs") and stock options on a straight-line basis over the requisite service period in the consolidated statements of operations and comprehensive loss. The fair value of RSUs is based on the closing price of Owlet's common stock on the grant date. The fair value of stock options is measured at fair value on the date of grant using the Black-Scholes option pricing model, which requires assumptions and judgments. The Company accounts for forfeitures as they occur. The assumptions and judgments for stock options valuation included, but were not limited to the following: • Expected term — The estimate of the expected term of awards was determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option award grant. • Expected volatility — Since the Company does not have sufficient historical data on the volatility of its ordinary stock, the expected volatility was based on the volatility of similar entities for a period consistent with the expected term of the award. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, and size. • Risk-free rate — The estimate of the risk-free rate is based on the average of the published five and seven year US Treasury Bond rates, as of the date of grant, to align with the expected life. |
Marketing and Advertising | Marketing and Advertising |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-operating gain or loss in the consolidated statements of operations and comprehensive loss. Refer to Note 10 for further discussion on fair value considerations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities, • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument, • Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The carrying value of the Company’s accounts receivable, accounts payable, accrued expenses, and short-term debt approximate their fair value due to the short period of time to maturity or repayment. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the book and tax basis of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken on its tax returns, and that its accruals for tax liabilities are adequate for all open tax years, which include 2014 through 2023, based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. Uncertain tax positions are recorded when it is more likely than not that a given tax position would not be sustained upon examination by taxing authorities. The Company’s policy for recording interest and penalties related to income taxes, including uncertain tax positions, is to record such items as a component of the provision for income taxes. The Company files income tax returns in the U.S. federal jurisdiction and certain state and local jurisdictions. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the Company’s convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), related to leases to increase transparency and comparability among organizations by requiring the recognition of right of use assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted the new guidance as of January 1, 2022. See Note 5 for the impact of adoption on these consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The Company adopted ASU 2019-12 in the first quarter of 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by removing major separation models required under current guidance. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the Financing Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and has since released various amendments including ASU No. 2019-04 and ASU No. 2022-02. The guidance modifies the measurement of expected credit losses on certain financial instruments. The Company adopted ASU 2016-13 on January 1, 2023. The impact of adoption was immaterial. Recently Issued Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. Early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Guidance (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Property and equipment consisted of the following as of: December 31, 2023 December 31, 2022 Tooling and manufacturing equipment $ 2,632 $ 2,731 Furniture and fixtures 639 639 Computer equipment 348 660 Software 106 106 Leasehold improvements 35 29 Total property and equipment 3,760 4,165 Less accumulated depreciation and amortization (3,383) (3,057) Property and equipment, net $ 377 $ 1,108 |
Certain Balance Sheet Accounts
Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or, for leasehold improvements, over the shorter of the estimated economic useful life or related lease terms as follows: Furniture and fixtures 3-7 years Leasehold improvements 2-5 years Software 2-3 years Tooling and manufacturing equipment 3 years Computer equipment 2 years Property and equipment consisted of the following as of: December 31, 2023 December 31, 2022 Tooling and manufacturing equipment $ 2,632 $ 2,731 Furniture and fixtures 639 639 Computer equipment 348 660 Software 106 106 Leasehold improvements 35 29 Total property and equipment 3,760 4,165 Less accumulated depreciation and amortization (3,383) (3,057) Property and equipment, net $ 377 $ 1,108 |
Schedule of Allowance for Doubtful Accounts | The following table summarizes the Company's allowance for credit losses for the years ended December 31, 2023 and 2022: Allowance for credit losses: Beginning Balance Charges to Expense Charges to Revenue Write-offs Ending Balance Year ended December 31, 2022 $ 403 3,014 (63) (341) $ 3,013 Year ended December 31, 2023 $ 3,013 1,020 (29) (682) $ 3,322 |
Schedule of Accrued Warranty | Changes in accrued warranty were as follows: For the Year Ended December 31, 2023 2022 Accrued warranty, beginning of period $ 712 $ 661 Provision for warranties issued during the period 574 526 Settlements of warranty claims during the period (504) (475) Accrued warranty, end of period $ 782 $ 712 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Right-of-Use Assets, Liabilities and Other Information | The following table summarizes the Company's right-of-use assets, liabilities, and other information about our leases: December 31, 2023 December 31, 2022 Right of use assets, net $ 937 $ 2,260 Accrued and other expenses $ 1,169 $ 2,105 Noncurrent lease liabilities 22 1,162 Total lease liabilities, net $ 1,191 $ 3,267 Weighted average remaining lease term 0.7 years 1.7 years Weighted average discount rate 6.3% 6.3% |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2023 Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 2,257 $ 1,231 Right of use assets obtained in exchange for new operating lease liabilities $ 45 $ 530 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | The following table shows the future maturities of lease liabilities for leases in effect as of December 31, 2023: Years Ending December 31, Lease Liabilities 2024 1,197 2025 22 Total lease payments 1,219 Less: imputed interest (28) Total $ 1,191 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue [Abstract] | |
Summary of Changes in the total deferred revenues balance | Changes in the total deferred revenues balance were as follows: For the Year Ended December 31, 2023 2022 Beginning balance $ 1,386 $ 1,235 Deferral of revenues 1,918 2,584 Recognition of deferred revenues (2,002) (2,433) Ending balance $ 1,302 $ 1,386 |
Long-Term Debt and Other Fina_2
Long-Term Debt and Other Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of the Company's Long-term Indebtedness | The following is a summary of the Company’s long-term indebtedness as of: December 31, 2023 December 31, 2022 Term loan payable to SVB, maturing on October 1, 2024 $ 5,000 $ 8,000 Financed insurance premium 944 2,353 Total debt 5,944 10,353 Less: current portion (5,944) (10,353) Total long-term debt, net $ — $ — |
Summary of Future Aggregate Maturities | As of December 31, 2023, future aggregate maturities of Term Notes and Financed Insurance Premium payables were as follows: Years Ending December 31, Amount 2024 5,944 Total $ 5,944 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Common Stock Options Outstanding and Related Activity | The following is a summary of stock option information and weighted average exercise prices: 2023 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding at January 1 598,155 $ 24.35 739,762 $ 26.15 Granted (1) 136,326 4.21 5,707 25.62 Exercised (18,054) 3.12 (58,337) 4.42 Canceled (1) (253,010) 30.26 (79,732) 52.46 Expired (249) 4.06 (9,245) 60.76 Outstanding at December 31 463,168 16.03 598,155 24.35 Exercisable at December 31 440,324 $ 15.19 524,974 $ 20.34 (1) Includes 136,326 stock options repriced in September 2023, accounted for as a modification. Stock-based compensation related to the incremental fair value of repriced options was immaterial. |
Schedule of Key Weighted Average Assumptions | The key assumptions for grants presented on a weighted average basis are as follows: Year Ended December 31, 2023 2022 Expected volatility 47.6 % 68.2 % Risk-free rate 4.2 % 2.0 % Expected term in years 4.7 6.1 Dividend yield — % — % |
Summary of Nonvested Restricted Stock Units | The following is a summary of RSU information and weighted average grant date fair values for the Company's RSUs: Year Ended December 31, 2023 2022 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 494,671 $ 37.77 290,220 $ 57.15 Granted 1,331,899 3.96 545,692 34.33 Vested (286,601) 35.17 (94,552) 54.51 Forfeited (75,896) 35.57 (246,689) 46.55 Unvested at December 31 1,464,073 $ 7.64 494,671 $ 37.77 |
Schedule of Nonvested Performance Restricted Stock Units | The following is a summary of PRSU information and weighted average grant date fair values for the Company's PRSUs: Year Ended December 31, 2023 2022 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at January 1 87,321 $ 36.36 — $ — Granted — — 132,433 36.37 Vested (7,518) 36.40 — — Forfeited (8,375) 35.97 (45,112) 36.40 Unvested at December 31 71,428 $ 36.40 87,321 $ 36.36 |
Schedule of Stock-based Compensation Expense | Total stock-based compensation was recognized as follows (in thousands): Year Ended December 31, 2023 2022 General and administrative $ 5,391 $ 7,117 Sales and marketing 1,720 2,216 Research and development 2,822 3,523 Total stock-based compensation $ 9,933 $ 12,856 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Warrants, and Earnout Shares (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table summarizes issuable shares of the Company’s common stock based on warrant activity for the year ended December 31, 2023: As of Shares Issuable by New Warrants Shares Purchased by Exercise As of SBG Public Warrants 821,428 — — 821,428 SBG Private Placement Warrants 471,428 — — 471,428 February 2023 Warrants — 7,871,712 — 7,871,712 SVB Warrants (Note 6) — 10,714 — 10,714 Total 1,292,856 7,882,426 — 9,175,282 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Fair Value Measurement | The following table presents information about the Company's assets and liabilities measured and reported in the financial statements at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 16,489 $ — $ — $ 16,489 Total assets $ 16,489 $ — $ — $ 16,489 Liabilities: SBG Public Warrants $ — $ — $ 61 $ 61 SBG Private Placement Warrants — — 35 35 February 2023 Warrants $ — $ — $ 27,685 $ 27,685 Total liabilities $ — $ — $ 27,781 $ 27,781 December 31, 2022 Level 1 Level 2 Level 3 Balance Assets: Money market funds $ 11,070 $ — $ — $ 11,070 Total assets $ 11,070 $ — $ — $ 11,070 Liabilities: SBG Public Warrants $ 460 $ — $ — $ 460 SBG Private Placement Warrants $ — $ 264 $ — $ 264 Total liabilities $ 460 $ 264 $ — $ 724 |
Schedule of Black-Scholes Option Pricing Model Assumptions | The Company measured the fair value of both the SBG Public Warrants and the SBG Private Placement Warrants as of December 31, 2023, using the Black-Scholes option pricing model with the following assumptions: SBG Common Stock Warrants - Black-Scholes Inputs December 31, 2023 OWLT stock price $ 5.28 Exercise price of warrants $ 161.00 Term in years 2.54 Risk-free interest rate 4.11 % Volatility 85.00 % The Company measured the fair value of the February 2023 Warrants at issuance and again as of December 31, 2023, using the Black-Scholes option pricing model with the following assumptions: February 2023 Warrants - Black-Scholes Inputs February 17, 2023 December 31, 2023 OWLT stock price $ 4.78 $ 5.28 Exercise price of warrants $ 4.66 $ 4.66 Term in years 5.00 4.13 Risk-free interest rate 4.10 % 3.91 % Volatility 85.00 % 85.00 % The Company measured the fair value of the SVB Warrants (see Note 6) at issuance as of March 27, 2023, using the Black-Scholes option pricing model with the following assumptions: SVB Warrants - Black-Scholes Inputs March 27, 2023 OWLT stock price $ 4.62 Exercise price of warrants $ 5.32 Term in years 12.00 Risk-free interest rate 3.60 % Volatility 85.00 % |
Reconciliation of Preferred Stock Warrant Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | The following table presents a reconciliation of the Company’s SBG Public Warrants, SBG Private Placement Warrants, and February 2023 Warrants (together, the “Level 3 Warrants”) measured at fair value on a recurring basis as of December 31, 2023: Level 3 Warrants Balance as of December 31, 2022 $ 724 Issuance of February 2023 Warrants 26,133 Change in fair value included within common stock warrant liability adjustment 924 Balance as of December 31, 2023 $ 27,781 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Expense | The provision for income taxes differs from the amount computed at federal statutory rates as follows for the year ended December 31: 2023 2022 Federal income tax at statutory rates $ (6,907) $ (16,654) State income tax at statutory rates (636) (2,737) Change in valuation allowance 4,487 19,994 Warrant (benefit) expense (1) 194 (1,331) Transaction costs (2) 375 — Stock-based compensation 2,101 895 Other 396 (138) Total income tax provision $ 10 $ 29 (1) Represents a permanent item attributed to common stock mark-to-market adjustments. (2) Represents costs associated with the February 2023 preferred stock issuance and the July 2023 reverse stock split |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets (liabilities) are as follows as of December 31: 2023 2022 Deferred tax assets Accrued liabilities $ 2,509 $ 2,734 Stock-based compensation 1,719 2,452 163(j) Interest expense limitation 1,823 1,051 Net operating loss carryforwards 43,726 38,042 174 Capitalization 4,195 5,379 Lease Liability 289 800 Other 1,153 802 Total deferred income tax assets $ 55,414 $ 51,260 Deferred tax liabilities ROU Asset (228) (554) Other (23) (30) Total deferred tax liabilities (251) (584) Valuation allowance $ (55,163) $ (50,676) Net deferred tax asset (liability) $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 Numerator: Net loss and comprehensive loss $ (32,901) $ (79,336) Accretion on Series A convertible preferred stock (4,591) — Net loss attributable to common stockholders (1) $ (37,492) $ (79,336) Denominator: Weighted average common shares used in computed net loss per share attributable to common stockholders - basic and diluted 8,276,481 7,950,757 Net loss per share attributable to common stockholders - basic and diluted $ (4.53) $ (9.98) (1) For the year ended December 31, 2023, the Company did not allocate its net loss to participating convertible preferred stock as those shares are not obligated to share in the losses of the Company. There were no shares of convertible preferred stock outstanding as of December 31, 2022. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the common stock equivalents of potentially dilutive outstanding securities excluded from the computation of diluted net loss per share due to their anti-dilutive effect: As of December 31, 2023 2022 Stock options 463,168 598,791 RSUs 1,464,073 494,733 PRSUs 71,428 87,323 ESPP shares committed 22,791 15,104 Common stock warrants 9,175,282 1,292,856 Convertible preferred stock 4,173,177 — Total 15,369,919 2,488,807 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Revenue by Geographic Areas | Revenue by geographic area is based on the delivery address of the customer and is summarized as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 46,364 $ 57,969 International 7,646 11,233 Total revenues $ 54,010 $ 69,202 |
Schedule of Major Customers | The Company’s major customers are as follows: Percent of Revenue as of December 31, 2023 Percent of Revenue as of December 31, 2022 Customer 1 22 % — % Customer 2 17 % 23 % Customer 3 14 % 10 % Customer 4 — % 13 % |
Schedule of Long-Lived Assets by Geographical Area | The Company’s long-lived assets are composed of property and equipment and right of use assets, net, and are summarized by geographic area as follows as of (in thousands): December 31, 2023 December 31, 2022 United States $ 998 $ 2,615 International 316 753 Total long-lived assets $ 1,314 $ 3,368 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Feb. 25, 2024 USD ($) | Feb. 17, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 07, 2023 shares | Jul. 06, 2023 shares | |
Inventory [Line Items] | ||||||
Common stock, shares authorized (in shares) | shares | 107,142,857 | 107,142,857 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Accumulated deficit | $ (255,659) | $ (222,758) | ||||
Cash flows from operations | (23,527) | (81,380) | ||||
Cash and cash equivalents | $ 16,557 | 11,231 | ||||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ 30,000 | |||||
Restructuring charges | $ 1,448 | |||||
Subsequent Event | ||||||
Inventory [Line Items] | ||||||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ 9,250 | |||||
Common Stock | ||||||
Inventory [Line Items] | ||||||
Reduction factor of authorized shares | 1.5 | |||||
Convertible preferred stock | ||||||
Inventory [Line Items] | ||||||
Reduction factor of authorized shares | 1.5 | |||||
Temporary equity, shares authorized (in shares) | shares | 10,741,071 | 10,741,071 | 10,741,071 | 100,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Guidance - Useful Lives (Details) | Dec. 31, 2023 |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Tooling and manufacturing equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 3 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 2 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Guidance - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 2,210,000 | $ 2,279,000 |
Accumulated amortization | 280,000 | 206,000 |
Capitalized software development costs | 1,873,000 | 1,873,000 |
Capitalized computer software, amortization | $ 0 | 0 |
Impairment of intangible assets, finite-lived | 41,000 | |
Product warranty period | 1 year | |
Marketing and advertising expense | $ 6,670,000 | $ 26,226,000 |
Impairment Of Intangible Asset Finite Lived Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Consolidated Statements of Operations and Comprehensive Loss | |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Service period of the performance obligations | 5 months | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Service period of the performance obligations | 27 months | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of patents and trademarks | 10 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of patents and trademarks | 10 years |
Certain Balance Sheet Account_2
Certain Balance Sheet Accounts - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,760 | $ 4,165 |
Less accumulated depreciation and amortization | (3,383) | (3,057) |
Property and equipment, net | 377 | 1,108 |
Tooling and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,632 | 2,731 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 639 | 639 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 348 | 660 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 106 | 106 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 35 | $ 29 |
Certain Balance Sheet Account_3
Certain Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Accrued sales return current | $ 2,919 | $ 6,756 |
Customers For Which Returns Are Expected To Be Received | ||
Property, Plant and Equipment [Line Items] | ||
Accrued sales returns resulting from FDA Warning Letter | 4,958 | |
Tooling and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | 473 | 807 |
Property and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 765 | $ 1,264 |
Certain Balance Sheet Account_4
Certain Balance Sheet Accounts - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 3,013 | $ 403 |
Charges to Expense | 1,020 | 3,014 |
Charges to Revenue | (29) | (63) |
Write-offs | (682) | (341) |
Ending Balance | $ 3,322 | $ 3,013 |
Certain Balance Sheet Account_5
Certain Balance Sheet Accounts - Summary of Changes In Accrued Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty, beginning of period | $ 712 | $ 661 |
Provision for warranties issued during the period | 574 | 526 |
Settlements of warranty claims during the period | (504) | (475) |
Accrued warranty, end of period | $ 782 | $ 712 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) arrangement | Dec. 31, 2022 USD ($) | |
Leases [Abstract] | ||
Remaining lease term | 1 year | |
Operating lease cost | $ 1,537 | $ 1,492 |
Number of sublease arrangements | arrangement | 3 | |
Sublease remaining lease term (less than) | 1 year | |
Expected future sublease receipts | $ 726 | |
Sublease Income | $ 1,292 | $ 975 |
Leases - Impact of Net Lease St
Leases - Impact of Net Lease Standard on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right of use assets, net | $ 937 | $ 2,260 |
Accrued and other expenses | 1,169 | 2,105 |
Noncurrent lease liabilities | $ 22 | $ 1,162 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current, Noncurrent lease liabilities | Accrued Liabilities, Current, Noncurrent lease liabilities |
Total lease liabilities, net | $ 1,191 | $ 3,267 |
Weighted average remaining lease term | 8 months 12 days | 1 year 8 months 12 days |
Weighted average discount rate | 6.30% | 6.30% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 2,257 | $ 1,231 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 45 | $ 530 |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 1,197 | |
2025 | 22 | |
Total lease payments | 1,219 | |
Less: imputed interest | (28) | |
Total | $ 1,191 | $ 3,267 |
Deferred Revenues - Narrative (
Deferred Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Recognition of deferred revenues | $ 1,169 | $ 1,050 |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Service period of the performance obligations | 5 months | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Service period of the performance obligations | 27 months |
Deferred Revenues- Summary of C
Deferred Revenues- Summary of Changes in the Total Deferred Revenues Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 1,386 | $ 1,235 |
Deferral of revenues | 1,918 | 2,584 |
Recognition of deferred revenues | (2,002) | (2,433) |
Ending balance | $ 1,302 | $ 1,386 |
Long-Term Debt and Other Fina_3
Long-Term Debt and Other Financing Arrangements - Summary of the Company's Long-term Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 5,944 | $ 10,353 |
Less: current portion | (5,944) | (10,353) |
Total long-term debt, net | 0 | 0 |
Term Note Payable to SVB | ||
Line of Credit Facility [Line Items] | ||
Total debt | 5,000 | 8,000 |
Financed Insurance Premium | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 944 | $ 2,353 |
Long-Term Debt and Other Fina_4
Long-Term Debt and Other Financing Arrangements - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||
Jul. 31, 2023 USD ($) payment | Jul. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Nov. 23, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 9,288 | |||||
Outstanding borrowings | 9,250 | |||||
Total debt | 5,944 | $ 10,353 | ||||
SVB Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock shares issuable upon warrant conversion (in shares) | shares | 10,714 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 5.32 | |||||
Value of warrants | $ 43 | |||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 10,000 | |||||
Term Note Payable to SVB | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 5,000 | 8,000 | ||||
Financed Insurance Premium | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 944 | $ 2,353 | ||||
Number of monthly payments | payment | 11 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 5,000 | $ 8,500 | ||||
Term loan, equal monthly installments | $ 500 | |||||
Unused capacity, commitment fee percentage | 0.20% | |||||
Final payment fee | $ 450 | |||||
Financed Insurance Premium One | ||||||
Debt Instrument [Line Items] | ||||||
Financed insurance liability to be paid | $ 927 | |||||
Financed insurance premium accrued interest rate | 8.29% | |||||
Minimum | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment fees | 0.0100 | |||||
Termination Fee | 0.0200 | |||||
Liquidity threshold covenants | $ 15,000 | |||||
Maximum | Line of Credit | Streamline Period In Effect | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.05% | |||||
Maximum | Line of Credit | All Other Times | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.0575% | |||||
Maximum | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment fees | 0.0250 | |||||
Termination Fee | 0.0250 | |||||
Prime Rate | Maximum | Line of Credit | Streamline Period In Effect | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.25% | |||||
Prime Rate | Maximum | Line of Credit | All Other Times | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.50% |
Long-Term Debt and Other Fina_5
Long-Term Debt and Other Financing Arrangements - Summary of Future Aggregate Maturities of Notes Payable (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 5,944 |
Total | $ 5,944 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | |||
Nov. 30, 2021 claim | Jun. 30, 2021 USD ($) | Jan. 31, 2024 | Feb. 28, 2023 USD ($) | |
Long-term Purchase Commitment [Line Items] | ||||
Monthly interest payments to related party | $ 3,000 | |||
Monthly interest payments to related party, payment period | 36 months | |||
Number of new claims filed | claim | 2 | |||
Subsequent Event | ||||
Long-term Purchase Commitment [Line Items] | ||||
Monthly interest payments to related party, payment period | 28 months | |||
Cloud Platform Services | ||||
Long-term Purchase Commitment [Line Items] | ||||
Purchase obligation | $ 5,000 | |||
Purchase obligation paid period | 36 months |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 9,933 | $ 12,856 | |
Intrinsic value of options exercised | 29 | 1,416 | |
Intrinsic value of options outstanding | $ 763 | $ 1,489 | |
Options outstanding, weighted-average remaining life | 4 years 9 months 3 days | 5 years 9 months 25 days | |
Aggregate intrinsic values, vested and exercisable | $ 746 | $ 1,489 | |
Weighted average remaining contractual term, vested and exercisable | 4 years 7 months 17 days | 5 years 6 months 7 days | |
Grant date fair value of options vested | $ 1,153 | $ 3,958 | |
Grant date fair value of options granted | $ 171 | $ 91 | |
Weighted-average grant date fair value of options granted (in dollars per share) | $ 1.26 | $ 15.97 | |
Stock options vested and expected to vest (in shares) | 463,168 | ||
Stock options vested and expected to vest, intrinsic value | $ 763 | ||
Stock options vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 16.03 | ||
Stock options vested and expected to vest, weighted-average remaining life | 4 years 9 months 3 days | ||
Aggregated fair value of RSUs vested | $ 10,080 | $ 5,239 | |
Employee stock purchase plan, average purchase price of shares purchased (in dollars per share) | $ 4.96 | $ 23.80 | |
Aggregate intrinsic value of shares purchased under employee stock purchase plan | $ 38 | $ 64 | |
Unrecognized stock-based compensation costs related to non-vested options | 1,070 | ||
Capitalized share-based compensation attributable to internally developed software | $ 0 | $ 36 | |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock for employee stock purchase plan (in shares) | 43,274 | 17,937 | |
2021 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance (in shares) | 2,592,830,000 | ||
Annual increase, percent of outstanding common stock | 5% | ||
Annual increase period | 10 years | ||
Shares of common stock reserved for issuance (in shares) | 2,531,001,000 | ||
Number of shares available for grant (in shares) | 532,332 | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,199 | $ 3,448 | |
Vesting period | 4 years | ||
Unrecognized share-based compensation cost, period for recognition | 11 months 15 days | ||
Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 10 years | ||
Options | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25% | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,510 | 8,206 | |
Aggregated fair value of RSUs granted | $ 5,274 | $ 18,650 | |
Granted (in shares) | 1,331,899 | 545,692 | |
Vested (in shares) | 286,601 | 94,552 | |
Unrecognized share-based compensation cost, period for recognition | 1 year 11 months 1 day | ||
Unrecognized stock-based compensation costs related to unvested RSUs | $ 9,506 | ||
RSUs | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs), Four Year Vesting Term | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs), Four Year Vesting Term | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 25% | ||
Restricted Stock Units (RSUs), Two Year Vesting Term | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Restricted Stock Units (RSUs), Two Year Vesting Term | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vesting percentage | 50% | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock plan discount | 15% | ||
Stock plan offering period | 6 months | ||
Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 663 | $ 428 | |
Aggregated fair value of RSUs granted | $ 274 | $ 4,817 | |
Granted (in shares) | 0 | 132,433 | |
Vested (in shares) | 7,518 | 0 | |
Unrecognized share-based compensation cost, period for recognition | 1 year 6 months 21 days | ||
Unrecognized stock-based compensation costs related to unvested RSUs | $ 482 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Common Stock Options Outstanding and related Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | |||
Outstanding at beginning of period (in shares) | 598,155 | 739,762 | |
Granted (in shares) | 136,326 | 5,707 | |
Exercised (in shares) | (18,054) | (58,337) | |
Canceled (in shares) | (253,010) | (79,732) | |
Expired (in shares) | (249) | (9,245) | |
Outstanding at end of period (in shares) | 463,168 | 598,155 | |
Exercisable at end of period | 440,324 | 524,974 | |
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 24.35 | $ 26.15 | |
Granted (in dollars per share) | 4.21 | 25.62 | |
Exercised (in dollars per share) | 3.12 | 4.42 | |
Canceled (in dollars per share) | 30.26 | 52.46 | |
Expired (in dollars per share) | 4.06 | 60.76 | |
Outstanding at end of period (in dollars per share) | 16.03 | 24.35 | |
Exercisable at end of period (in dollars per share) | $ 15.19 | $ 20.34 | |
Number of options repriced (in shares) | 136,326 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Key Weighted Average Assumptions (Details) - Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 47.60% | 68.20% |
Risk-free rate | 4.20% | 2% |
Expected term in years | 4 years 8 months 12 days | 6 years 1 month 6 days |
Dividend yield | 0% | 0% |
Share-based Compensation - Summ
Share-based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Unvested at beginning of period (in shares) | 494,671 | 290,220 |
Granted (in shares) | 1,331,899 | 545,692 |
Vested (in shares) | (286,601) | (94,552) |
Forfeited (in shares) | (75,896) | (246,689) |
Unvested at end of period (in shares) | 1,464,073 | 494,671 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning of period (in dollars per share) | $ 37.77 | $ 57.15 |
Granted (in dollars per share) | 3.96 | 34.33 |
Vested (in dollars per share) | 35.17 | 54.51 |
Forfeited (in dollars per share) | 35.57 | 46.55 |
Unvested at end of period (in dollars per share) | $ 7.64 | $ 37.77 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Performance Restricted Stock Unit Activity (Details) - Performance Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Unvested at beginning of period (in shares) | 87,321 | 0 |
Granted (in shares) | 0 | 132,433 |
Vested (in shares) | (7,518) | 0 |
Forfeited (in shares) | (8,375) | (45,112) |
Unvested at end of period (in shares) | 71,428 | 87,321 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning of period (in dollars per share) | $ 36.36 | $ 0 |
Granted (in dollars per share) | 0 | 36.37 |
Vested (in dollars per share) | 36.40 | 0 |
Forfeited (in dollars per share) | 35.97 | 36.40 |
Unvested at end of period (in dollars per share) | $ 36.40 | $ 36.36 |
Share-based Compensation - Stoc
Share-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9,933 | $ 12,856 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 5,391 | 7,117 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 1,720 | 2,216 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 2,822 | $ 3,523 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Warrants, and Earnout Shares - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Feb. 17, 2023 USD ($) $ / shares shares | Sep. 17, 2020 $ / shares shares | Dec. 31, 2023 USD ($) d $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 8,797,456 | 8,242,009 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Aggregate purchase price | $ | $ 28,487 | $ 0 | ||
Number of securities called by each warrant (in shares) | 1 | |||
Shares purchased by exercise (in shares) | 0 | |||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ | $ 30,000 | |||
Payments of stock issuance costs | $ | $ 1,513 | |||
Proceeds from issuance of preferred stock | $ | 253 | |||
General and administrative | $ | $ 27,343 | $ 41,547 | ||
Number of trading days | d | 20 | |||
Shares subject to vesting (in shares) | 200,536 | |||
Sandbridge | ||||
Class of Stock [Line Items] | ||||
Number of shares subject to forfeiture (in shares) | 200,536 | |||
Shares subject to vesting (in shares) | 200,536 | |||
Minimum | ||||
Class of Stock [Line Items] | ||||
Number of trading days | d | 30 | |||
Convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Temporary equity, shares issued (in shares) | 30,000 | 28,628 | 0 | |
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, conversion ratio | 145.7726 | |||
Liquidation preference | $ | $ 1 | $ 28,628 | ||
Accrued Stock Issuance Costs | $ | 1,963 | |||
General and administrative | $ | $ 1,710 | |||
February 2023 Warrants | ||||
Class of Stock [Line Items] | ||||
Shares purchased by exercise (in shares) | 0 | |||
February 2023 Warrants | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 7,871,712 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Aggregate purchase price | $ | $ 30,000 | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 4.66 | |||
Aggregate estimate fair value of warrants | $ | $ 26,133 | |||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ | $ 3,867 | |||
Private Placement Warrants | ||||
Class of Stock [Line Items] | ||||
Sale of number of warrants | 471,428 | |||
Expiration period | 5 years | |||
Initial Public Offering | Public Shares | ||||
Class of Stock [Line Items] | ||||
Units issued (in shares) | 821,428 | |||
Exercise period | 12 months | |||
Initial Public Offering | Public Warrant | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 161 | |||
12.50 Stock Price | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ / shares | $ 175 | |||
Shares subject to vesting (in shares) | 100,268 | |||
15.00 Stock Price | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ / shares | $ 210 | |||
Shares subject to vesting (in shares) | 100,268 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Warrants, and Earnout Shares - Schedule of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Schedule of Warrant Activity [Roll Forward] | |
Beginning balance (in shares) | 1,292,856 |
Shares Issuable by New Warrants (in shares) | 7,882,426 |
Shares Purchased by Exercise (in shares) | 0 |
Ending balance (in shares) | 9,175,282 |
SBG Public Warrants | |
Schedule of Warrant Activity [Roll Forward] | |
Beginning balance (in shares) | 821,428 |
Shares Issuable by New Warrants (in shares) | 0 |
Shares Purchased by Exercise (in shares) | 0 |
Ending balance (in shares) | 821,428 |
SBG Private Placement Warrants | |
Schedule of Warrant Activity [Roll Forward] | |
Beginning balance (in shares) | 471,428 |
Shares Issuable by New Warrants (in shares) | 0 |
Shares Purchased by Exercise (in shares) | 0 |
Ending balance (in shares) | 471,428 |
February 2023 Warrants | |
Schedule of Warrant Activity [Roll Forward] | |
Beginning balance (in shares) | 0 |
Shares Issuable by New Warrants (in shares) | 7,871,712 |
Shares Purchased by Exercise (in shares) | 0 |
Ending balance (in shares) | 7,871,712 |
SVB Warrants | |
Schedule of Warrant Activity [Roll Forward] | |
Beginning balance (in shares) | 0 |
Shares Issuable by New Warrants (in shares) | 10,714 |
Shares Purchased by Exercise (in shares) | 0 |
Ending balance (in shares) | 10,714 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 16,489 | $ 11,070 |
Total liabilities | 27,781 | 724 |
SBG Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 61 | 460 |
SBG Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 35 | 264 |
February 2023 Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 27,685 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 16,489 | 11,070 |
Total liabilities | 0 | 460 |
Level 1 | SBG Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 460 |
Level 1 | SBG Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 0 |
Level 1 | February 2023 Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 264 |
Level 2 | SBG Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 0 |
Level 2 | SBG Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 264 |
Level 2 | February 2023 Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 27,781 | 0 |
Level 3 | SBG Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 61 | 0 |
Level 3 | SBG Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 35 | 0 |
Level 3 | February 2023 Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities | 27,685 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 16,489 | 11,070 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 16,489 | 11,070 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Black-Scholes Option Pricing Model Assumptions (Details) | Dec. 31, 2023 | Mar. 27, 2023 | Feb. 17, 2023 |
OWLT stock price | February 2023 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 5.28 | 4.78 | |
OWLT stock price | SVB Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 4.62 | ||
OWLT stock price | SBG Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 5.28 | ||
Exercise price of warrants | February 2023 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 4.66 | 4.66 | |
Exercise price of warrants | SVB Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 5.32 | ||
Exercise price of warrants | SBG Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 161 | ||
Term in years | February 2023 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expiration period of warrants | 4 years 1 month 17 days | 5 years | |
Term in years | SVB Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expiration period of warrants | 12 years | ||
Term in years | SBG Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expiration period of warrants | 2 years 6 months 14 days | ||
Risk-free interest rate | February 2023 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.0391 | 0.0410 | |
Risk-free interest rate | SVB Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.0360 | ||
Risk-free interest rate | SBG Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.0411 | ||
Volatility | February 2023 Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.8500 | 0.8500 | |
Volatility | SVB Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.8500 | ||
Volatility | SBG Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurement input | 0.8500 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Preferred Stock Warrant Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - February 2023 Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 724 |
Issuance of February 2023 Warrants | 26,133 |
Change in fair value included within common stock warrant liability adjustment | 924 |
Ending Balance | $ 27,781 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 10 | $ 29 |
Valuation allowance | 55,163 | $ 50,676 |
Increase in valuation allowance | (4,487) | |
Unrecognized tax benefits | 0 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 37,385 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 6,341 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | $ (6,907) | $ (16,654) |
State income tax at statutory rates | (636) | (2,737) |
Change in valuation allowance | 4,487 | 19,994 |
Warrant (benefit) expense | 194 | (1,331) |
Transaction costs | 375 | 0 |
Stock-based compensation | 2,101 | 895 |
Other | 396 | (138) |
Total income tax provision | $ 10 | $ 29 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Accrued liabilities | $ 2,509 | $ 2,734 |
Stock-based compensation | 1,719 | 2,452 |
163(j) Interest expense limitation | 1,823 | 1,051 |
Net operating loss carryforwards | 43,726 | 38,042 |
174 Capitalization | 4,195 | 5,379 |
Lease Liability | 289 | 800 |
Other | 1,153 | 802 |
Total deferred income tax assets | 55,414 | 51,260 |
Deferred tax liabilities | ||
ROU Asset | (228) | (554) |
Other | (23) | (30) |
Total deferred tax liabilities | (251) | (584) |
Valuation allowance | (55,163) | (50,676) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Net Loss Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (32,901) | $ (79,336) |
Accretion on Series A convertible preferred stock | (4,591) | 0 |
Net loss attributable to common stockholders, basic | (37,492) | (79,336) |
Net loss attributable to common stockholders, diluted | $ (37,492) | $ (79,336) |
Denominator: | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 8,276,481 | 7,950,757 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 8,276,481 | 7,950,757 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (4.53) | $ (9.98) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (4.53) | $ (9.98) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 15,369,919 | 2,488,807 |
Shares subject to vesting (in shares) | 200,536 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 463,168 | 598,791 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 1,464,073 | 494,733 |
PRSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 71,428 | 87,323 |
ESPP shares committed | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 22,791 | 15,104 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 9,175,282 | 1,292,856 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share | 4,173,177 | 0 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segments - Revenue by Geographi
Segments - Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 54,010 | $ 69,202 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 46,364 | 57,969 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 7,646 | $ 11,233 |
Segments - Schedule of Major Cu
Segments - Schedule of Major Customers (Details) - Customer Concentration Risk - Revenue from Contract with Customer Benchmark | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer 1 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 22% | 0% |
Customer 2 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 17% | 23% |
Customer 3 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 14% | 10% |
Customer 4 | ||
Concentration Risk [Line Items] | ||
Percentage of total revenue | 0% | 13% |
Segments - Schedule of Long-Liv
Segments - Schedule of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 1,314 | $ 3,368 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 998 | 2,615 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 316 | $ 753 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Feb. 25, 2024 USD ($) $ / shares shares | Feb. 17, 2023 USD ($) |
Subsequent Event [Line Items] | ||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ 30,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Aggregate gross proceeds from conversion of preferred stock and warrants to common stock | $ 9,250 | |
Number of common stock shares issuable upon preferred stock conversion (in shares) | shares | 1,199,351 | |
Warrant to purchase shares of common stock, percentage of shares | 1.50 | |
Exercise price of warrant (in dollars per share) | $ / shares | $ 7.7125 |