Основная статистика
| CIK | 1816581 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ouster, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 7, 2025 |
EX-99.1 Exhibit 99.1 Ouster Announces Operating Results for Second Quarter 2025 Company exceeds guidance, ships record number of sensors, and delivers tenth straight quarter of revenue growth SAN FRANCISCO, CA – [August 7, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions that bring Ph |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 30, 2025 |
Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2024. Exhibit 1.01 CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2024 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are d |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Megan Chung (415) 949-0108 (Na |
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| May 12, 2025 |
Exhibit 1.1 OUSTER, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement May 12, 2025 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ouster, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”) as follows: 1. Issuance and Sale of Shares. The Company agre |
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| May 12, 2025 |
Ouster, Inc. Up to $100,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286936 PROSPECTUS SUPPLEMENT (To prospectus dated May 12, 2025) Ouster, Inc. Up to $100,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (the “Agent”) relating to shares of our common stock, $0.0001 par value per share, offered by this prospectu |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 9, 2025 |
Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 9, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Mr. Uwem Bassey Re: Ouster, Inc. Form S-3 (File No. 333-286936) To the addressee set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended, we |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I |
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| May 8, 2025 |
Exhibit 99.1 Ouster Announces Strong Operating Results for First Quarter 2025 Revenue of $33 million and GAAP gross margin of 41% SAN FRANCISCO, CA – [May 8, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions, powering Physical AI across the automotive, industrial, robotics and smart in |
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| May 8, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 2, 2025 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 Table of Contents As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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| May 2, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carr |
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| May 2, 2025 |
EX-4.2 Exhibit 4.2 OUSTER, INC. INDENTURE Dated as of , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issu |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 29, 2025 |
Gianella and the Company, dated April 25, 2025 Exhibit 10.1 April 25, 2025 Via Electronic Mail Mr. Kenneth P. Gianella [email protected] Dear Ken, We believe that your skills, personal qualities and experience you would bring to our Company will greatly contribute to our success. We would love for you to join us in the position of Chief Financial Officer with Ouster, Inc. (the “Company”), with an anticipated start date of May 19, 2025 (the da |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 21, 2025 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock |
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| March 21, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc. that is current as of December 31, 2024: Subsidiaries Jurisdiction Ouster Canada Ltd Canada Ouster France SAS France Ouster Hong Kong Ltd. Hong Kong Ouster (Suzhou) Intelligent Technology Co., Ltd. People’s Republic of China Ouster Netherlands, B.V. Netherlands Ouster (Thailand) Co., L |
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| March 21, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 S-8 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No. |
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| March 21, 2025 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Second Amended and Restated Bylaws (the “Bylaws”) and the warrant agreements, all of which are attached as exhibits to our Annual Report |
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| March 21, 2025 |
Insider Trading Compliance Policy Insider Trading Compliance Policy I.The Reasons for an Insider Trading Policy The Federal securities laws prohibit the purchase or sale of securities by persons on the basis of material, non-public information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company’s securities. Such transactions are commonly known as “ |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| March 20, 2025 |
Exhibit 99.1 Ouster Announces Record Revenue for Fourth Quarter and Fiscal Year 2024 Record revenue of $30 million and GAAP gross margin of 44% SAN FRANCISCO, CA – March 20, 2025 at 4:10 PM ET – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructur |
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| March 20, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 17, 2025 |
POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc. |
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| March 11, 2025 |
Exhibit 24 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc. |
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| January 17, 2025 |
Exhibit 99.1 Ouster Announces Departure of Chief Financial Officer and Reaffirms Q4 Revenue Guidance Company expects Q4 2024 revenue to be within the guidance range of $29 million to $31 million SAN FRANCISCO, CA – [January 17, 2025 at 7:30 AM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the au |
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| January 17, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 86-2528989 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 350 Treat |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 350 Treat Avenue, |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New York Stock Exchange American (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 350 Trea |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 10, 2024 |
Ouster Announces Transfer of Stock Exchange Listing to Nasdaq Exhibit 99.1 Ouster Announces Transfer of Stock Exchange Listing to Nasdaq SAN FRANCISCO, CA – December 10, 2024 – Ouster, Inc. (NYSE: OUST) today announced that it will transfer the listing of its common stock and its warrants to purchase common stock trading under the symbol “OUST.WSA” (the “2025 Public Warrants”) to the Nasdaq Global Select Market from the New York Stock Exchange (“NYSE”) and N |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste |
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| November 7, 2024 |
Exhibit 99.1 Ouster Reports Record Performance for Third Quarter 2024 Record revenue of $28 million, GAAP gross margin of 38%, and non-GAAP gross margin of 45% SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, ann |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 5, 2024 |
Form of Participation Agreement for the Executive Change in Control and Severance Plan Exhibit 10.2 OUSTER, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN PARTICIPATION AGREEMENT Dear []: We are pleased to inform you that the Compensation Committee of the Board of Directors of Ouster, Inc., a Delaware corporation (the “Company”), has determined that, effective as of [ • ] (the “Participation Date”), you are eligible to participate in the Company’s Executive Change in Control an |
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| November 5, 2024 |
Ouster, Inc. Executive Change in Control and Severance Plan, Effective November 4, 2024 Exhibit 10.1 OUSTER, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN (AND SUMMARY PLAN DESCRIPTION) Effective November 4, 2024 This Ouster, Inc. Executive Change in Control and Severance Plan (this “Plan”) is effective as of November 4, 2024 (the “Effective Date”). The purpose of this Plan is to provide severance benefits to certain eligible employees of Ouster, Inc. (the “Company”) whose empl |
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| September 19, 2024 |
OUST / Ouster, Inc. / Kantheti Krishna - SCHEDULE 13G, AMENDMENT NO. 3 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ouster, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68989M103 (CUSIP Number) September 16, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| August 14, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par v |
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| August 14, 2024 |
As filed with the Securities and Exchange Commission on August 14, 2024 S-8 As filed with the Securities and Exchange Commission on August 14, 2024 Registration No. |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 13, 2024 |
Exhibit 99.1 Ouster Reports Strong Revenue and Margins for Second Quarter 2024 Revenue of $27 million, GAAP gross margin of 34%, and non-GAAP gross margin of 40% Repaid all outstanding balance under revolving credit line, strengthening balance sheet On-track to deliver on long-term financial framework and reach profitability SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”) |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Mark Weinswig (415) 949-0108 ( |
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| May 31, 2024 |
Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2023. Exhibit 1.01 CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2023 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are d |
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| May 13, 2024 |
1 3 EXECUTIVE TRANSITION AGREEMENT This Executive Transition Agreement (the “Agreement”) by and between Adam Dolinko (“Executive”) and Ouster, Inc. |
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| May 13, 2024 | ||
| May 13, 2024 |
Form of Restricted Stock Grant Notice and Restricted Stock Agreement OUSTER, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE Ouster, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the number of shares of the Company’s Common Stock set forth below (the “Shares”) subject to all of the terms and conditions |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I |
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| May 13, 2024 |
Third Amended and Restated Non-Employee Director Compensation Program OUSTER, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Third Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted in accordance with the Company’s 2021 Incentive Award Plan, as amended from time to time (the “2021 Plan”), and the Velodyne Lidar, Inc. 2020 Equity Incentive Plan, as amended fro |
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| May 9, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 9, 2024 |
Exhibit 99.1 Ouster Announces Record Revenue and Margin for First Quarter 2024 Record revenue of $26 million, up 51% year over year GAAP gross margin of 29% and record non-GAAP gross margin of 36% SAN FRANCISCO, CA – May 9, 2024 at 4:15 PM ET – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotiv |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 25, 2024 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 22, 2024 |
Second Amended and Restated Bylaws of Ouster, Inc. (effective as of April 18, 2024) EX-3.1 Exhibit 3.1 Second Amended and Restated Bylaws of Ouster, Inc. (a Delaware corporation) As of April 18, 2024 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominati |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 28, 2024 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock |
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| March 28, 2024 |
Policy for Recovery of Erroneously Awarded Compensation OUSTER, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Ouster, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy shall apply to curr |
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| March 28, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc., that is current as of March 22, 2024: Subsidiaries Jurisdiction Ouster Canada Limited Canada Ouster France SAS France Ouster Hong Kong Limited Hong Kong Ouster (Suzhou) Intelligent Technology Co., Ltd. People’s Republic of China Ouster Netherlands, B.V. Netherlands Ouster (Thailand) C |
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| March 28, 2024 |
As filed with the Securities and Exchange Commission on March 28, 2024 S-8 As filed with the Securities and Exchange Commission on March 28, 2024 Registration No. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| March 28, 2024 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that OUSTER, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Angus Pacala, Mark Weinswig and Megan Chung, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitu |
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| March 28, 2024 |
Exhibit 4.3 DESCRIPTION OF SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the warrant agreement, all of which are attached as exhibits to our Annual Report on Form |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 26, 2024 |
Exhibit 99.1 Ouster Announces Record Revenue for Fourth Quarter and Full Year 2023 Record revenue of $83 million for the full year 2023 Expects $25 to $26 million of revenue for the first quarter of 2024 SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure i |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 13, 2024 |
OUST / Ouster, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01635-ousterinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Ouster Inc Title of Class of Securities: Common Stock CUSIP Number: 68989M202 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 12, 2024 |
OUST / Ouster, Inc. / Tao Capital Management LP - SC 13G/A Passive Investment SC 13G/A 1 d763924dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. 2)* OUSTER, INC. (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 68989M202 (CUSIP Number) December 31, 2023 Date |
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| February 12, 2024 |
EX-99.1 2 d763924dex991.htm EX-99.1 CUSIP No. 68989M202 Schedule 13G Page 9 of 9 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information c |
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| January 9, 2024 |
Exhibit 99.1 Ouster Announces Preliminary Fourth Quarter 2023 Revenue Results Expects Q4 2023 revenue to be at or above the midpoint of the previous guidance range SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced today that based on |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste |
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| November 9, 2023 |
Exhibit 99.1 Ouster Exceeds Q3 2023 Revenue Guidance; Achieves Over $120 Million in Annualized Cost Savings; Sets Financial Framework to Help Reach Profitability Over $22 million in revenue and bookings of $38 million in the third quarter 2023 Achieved over $120 million in annualized cost savings, one quarter ahead of schedule Announced targets for revenue growth, expanding gross margins, and addi |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 8, 2023 |
Amended and Restated Bylaws of Ouster, Inc. EX-3.1 Exhibit 3.1 Amended and Restated Bylaws of Ouster, Inc. (a Delaware corporation) As of November 2, 2023 Table of Contents Page Article I—Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II—Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominations for E |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 31, 2023 |
Exhibit 10.1 UBS Bank USA Variable Credit Line Account Number: (if applicable) [***] [***] [***] Fixed Credit Line Account Number: (if applicable) [***] [***] [***] SS#/TIN Internal Use Only Credit Line Agreement Borrower Agreement BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT: A THE BORROWER HAS RECEIV |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 17, 2023 |
OUST / Ouster Inc - Class A / Kantheti Krishna - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ouster, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68989M103 (CUSIP Number) August 15, 2023 (Date of Event Which Requires Filing of this Statement) |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 14, 2023 |
JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of May 9, 2023, and is entered into by and between VELODYNE LIDAR USA, INC. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 10, 2023 |
EX-99.1 Exhibit 99.1 Ouster Achieves Q2 2023 Revenue Guidance; Increases Cost Savings Target Over $19 million in revenue and $43 million in bookings in the second quarter 2023 Now targeting annualized cost savings of over $110 million exiting the fourth quarter 2023 SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for t |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Mark Weinswig (415) 94 |
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| May 31, 2023 |
Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2022. EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF Ouster, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2022 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Repo |
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| May 30, 2023 |
PROSPECTUS FOR 3,631,429 SHARES OF COMMON STOCK OF OUSTER, INC. 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271845 PROSPECTUS FOR 3,631,429 SHARES OF COMMON STOCK OF OUSTER, INC. On February 10, 2023, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 4, 2022 (the “Merger Agreement”), by and among us, Velodyne Lidar, Inc. (“Velodyne”) and the other parties thereto. A |
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| May 23, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS The following unaudited pro forma condensed combined statements of operations present the combination of the historical statements of operations of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) adjusted to give effect to the transactions consummated on February 10, 2023 (“Closing Date”) pursuant to |
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| May 23, 2023 |
As filed with the Securities and Exchange Commission on May 22, 2023 S-3/A As filed with the Securities and Exchange Commission on May 22, 2023 Registration No. |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) |
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| May 23, 2023 |
Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 CORRESP Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 23, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Lauren Pierce Re: Ouster, Inc. Registration Statement on Form S-3 (Registration No. 333-271845) To the addressee set forth above: In accordance with Rule 461 |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I |
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| May 11, 2023 |
EX-99.1 Exhibit 99.1 Ouster Exceeds Q1 2023 Revenue Guidance; Increases Target for Merger Cost Synergies Over $17 million in revenue and $33 million in bookings in the first quarter 2023 Shipped REV7 sensors to over 110 customers in the first quarter 2023 Now targeting annualized merger cost synergies of between $80 and $85 million SAN FRANCISCO, CA – May 11, 2023 at 4:10 PM ET – Ouster, Inc. (NYS |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 11, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ouster, Inc. |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2023 Registration No. |
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| May 1, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 1, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) |
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| April 27, 2023 |
EX-99.1 Exhibit 99.1 VELODYNE LIDAR, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2022 (With Independent Auditors’ Report Thereon) Velodyne Lidar, Inc. Index to Consolidated Financial Statements December 31, 2022 Page Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Stockholders’ |
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| April 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) adjusted to give effect to the transactions consummated on February 10, 2023 pursuant to the Agreement and Plan o |
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| April 20, 2023 |
Certificate of Amendment to Certificate of Incorporation of Ouster, Inc. EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF OUSTER, INC. Ouster, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Ouster, Inc. 2. This corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delawar |
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| April 20, 2023 |
EX-99.1 Exhibit 99.1 Ouster’s 1-for-10 Reverse Stock Split Becomes Effective The Company’s common stock will begin trading on a split-adjusted basis on April 21, 2023 SAN FRANCISCO, CA – April 20, 2023 - 4:05 PM – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 17, 2023 |
Ouster Receives Notice Regarding NYSE Continued Listing Standards EX-99.1 Exhibit 99.1 Ouster Receives Notice Regarding NYSE Continued Listing Standards SAN FRANCISCO, CA – April 17, 2023 - 6:00 AM – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced today that on April 12, 2023, it was notified by the New York Stock E |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 27, 2023 |
As filed with the Securities and Exchange Commission on March 24, 2023 S-8 1 d486530ds8.htm S-8 As filed with the Securities and Exchange Commission on March 24, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 86-2528989 (State or other jurisdiction of incorporation or organiza |
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| March 27, 2023 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock |
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| March 24, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc., that is current as of March 24, 2023: Subsidiaries Jurisdiction Ouster Canada Limited Canada Canada, Inc. Canada Ouster (Suzhou) Intelligent Technology Co., Ltd. China mainland Beijing Velodyne LiDAR Technology Co., Ltd. China mainland Sense Photonics, Inc. Delaware, United States Vel |
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| March 24, 2023 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that OUSTER, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Angus Pacala and Mark Weinswig, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resu |
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| March 24, 2023 |
Exhibit 4.3 DESCRIPTION OF OUR SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the warrant agreement, all of which are attached as exhibits to our Annual Re |
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| March 24, 2023 |
Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2023, is entered into by and among OUSTER, INC. |
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| March 24, 2023 |
Second Amended and Restated Non-Employee Director Compensation Program OUSTER, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and amends and restates in its entirety the Amended and Restated Non-Employee Director Compensation Program. This Prog |
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| March 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| March 23, 2023 |
EX-99.1 Exhibit 99.1 Ouster Achieves 2022 Guidance, Reporting 22% Full Year Revenue Growth $41 million in revenue with 27% gross margins in 2022 Secured company record $70 million in bookings in 2022 Shipped new REV7 sensors with double the range to 29 customers in the fourth quarter 2022 Completed merger of equals with Velodyne in February 2023 to strengthen financial position SAN FRANCISCO, CA – |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 23, 2023 |
OUST / Ouster Inc - Class A / Baidu, Inc. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* OUSTER, INC. (the combined company as a result of merger of equals with Velodyne Lidar, Inc.) (Name of Issuer) Common stock, par value US$0.0001 per share (Title of Class of Securities) 68989M103 (CUSIP Number) February 10, 2023 (Date of Event Whic |
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| February 23, 2023 |
EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the co |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 14, 2023 |
As filed with the United States Securities and Exchange Commission on February 13, 2023 S-8 As filed with the United States Securities and Exchange Commission on February 13, 2023 Registration No. |
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| February 14, 2023 |
Form of Restricted Stock Unit Agreement under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan. EX-99.1 Exhibit 99.1(b) VELODYNE LIDAR, INC. 2020 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Award You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of common stock of Velodyne Lidar, Inc. (the “Company”) on the following terms: Name of Recipient: «Name» Total Number of RSUs Granted: «TotalRSUs» Date of Grant: «DateGrant» Vesting Com |
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| February 14, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. |
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| February 13, 2023 |
Second Amended and Restated Non-Employee Director Compensation Program Exhibit 10.1 OUSTER, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and amends and restates in its entirety the Amended and Restated Non-Employee Director Compensation Progr |
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| February 13, 2023 |
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following tables set forth selected unaudited pro forma condensed combined financial information giving effect to the planned mergers of Ouster and Velodyne. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the fiscal year ended December |
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| February 13, 2023 |
8-A12B United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or Other Jurisdiction ofIncorporation or Organization) (Commission File Number) (IRS |
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| February 13, 2023 |
EX-10.1 2 d452755dex101.htm EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2023, is entered into by and among OUSTER, INC., a Delaware corporation (“Borrower”), the guarantors party hereto (the “Guarantors”), the several banks and other financial institutions or e |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39463 (Commission File Number) 86-252 |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 10, 2023 |
OUST / Ouster, Inc. / Tao Capital Management LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* OUSTER, INC. (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 68989M103 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filin |
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| February 10, 2023 |
EX-99.1 CUSIP No. 68989M103 Schedule 13G Page 9 of 9 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contai |
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| February 9, 2023 |
OUST / Ouster, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01602-ousterinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Ouster Inc. Title of Class of Securities: Common Stock CUSIP Number: 68989M103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pur |
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| February 2, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 2, 2023 |
EX-99.1 Exhibit 99.1 Ouster and Velodyne Achieve Guidance and Announce Combined Company Board of Directors in Anticipation of Closing of Merger of Equals Ouster and Velodyne achieved Fiscal Year and Q4 2022 guidance, respectively Diverse Combined Company Board designees with deep company, industry, and financial expertise Approximately $315 million in combined cash1 as of December 31, 2022 SAN FRA |
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| January 27, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 14, 2022 |
DEFM14A 1 d390420ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co |
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| December 14, 2022 |
MERGER, REVERSE STOCK SPLIT & SHARE ISSUANCE PROPOSALS—YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268556 MERGER, REVERSE STOCK SPLIT & SHARE ISSUANCE PROPOSALS?YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On November 4, 2022, Ouster, Inc., which is referred to as Ouster, Velodyne Lidar, Inc., which is referred to as Velodyne, Oban Merger Sub, Inc., a direct, wholly-owned subsidiary of Ouster, which is referred to as Merg |
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| December 6, 2022 |
As filed with the U.S. Securities and Exchange Commission on December 6, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 6, 2022 Registration No. 333-268556 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OUSTER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3569 86-2528989 (State of Incorporation) (P |
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| December 6, 2022 |
Form of Proxy Card for Special Meeting of Velodyne Lidar, Inc. Exhibit 99.5 VELODYNE LIDAR, INC. 5521 HELLYER AVENUE SAN JOSE, CA 95138 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on January 25, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to crea |
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| December 6, 2022 |
EX-FILING FEES 9 d389774dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount o |
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| December 6, 2022 |
Form of Proxy Card for Special Meeting of Ouster, Inc. Exhibit 99.4 OUSTER, INC. SPECIAL MEETING OF STOCKHOLDERS January 26, 2023 at 9:00 a.m. Pacific Time This proxy is solicited by the Ouster, Inc. Board of Directors The undersigned hereby appoint(s) Angus Pacala and Anna Brunelle, and each of them, acting individually or in the absence of others, as proxies, each with the full power of substitution and re-substitution, and hereby authorize(s) them |
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| December 6, 2022 |
Consent of BofA Securities, Inc. Exhibit 99.2 Global Corporate & Investment Banking BofA Securities, Inc. One Bryant Park, New York, NY 10036 December 6, 2022 Board of Directors Velodyne Lidar, Inc. 5521 Hellyer Avenue San Jose, CA 95138 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Velodyne Lidar, Inc. (?Velodyne?) as Annex G to the joint prox |
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| December 6, 2022 |
Consent of Barclays Capital Inc. Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States December 6, 2022 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Ouster, Inc. (the ?Company?), as an Annex to the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of the Company, as filed by |
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| December 6, 2022 |
Power of Attorney for Karin Rådström Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Angus Pacala and Anna Brunelle, and each of them, with full power to act without the other, such person?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign |
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| December 6, 2022 |
CORRESP 1 filename1.htm December 6, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Ouster, Inc. Registration Statement on Form S-4 Filed November 23, 2022 (File No. 333-268556) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request accelerat |
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| November 23, 2022 |
Consent of Ted Tewksbury, Ph.D to be named as a director Exhibit 99.3 CONSENT OF TED TEWKSBURY In connection with the filing by Ouster, Inc. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director |
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| November 23, 2022 |
Consent of Barclays Capital Inc. Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States November 23, 2022 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Ouster, Inc. (the ?Company?), as an Annex to the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of the Company, as filed by |
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| November 23, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 23, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 23, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OUSTER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3569 86-2528989 (State of Incorporation) (Primary Standard Industri |
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| November 23, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward |
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| November 23, 2022 |
Consent of BofA Securities, Inc. Exhibit 99.2 BOFA SECURITIES, INC. November 23, 2022 Board of Directors Velodyne Lidar, Inc. 5521 Hellyer Avenue San Jose, CA 95138 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Velodyne Lidar, Inc. (?Velodyne?) as Annex G to the joint proxy statement/prospectus relating to the proposed mergers involving Velodyn |
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| November 8, 2022 |
425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 Third Quarter 2022 Earnings Update November 7, 2022 Palm Drive, Stanford Captured with REV7 OS1 1 Disclaimers Forward Looking Statements This presentation contains forward-l |
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| November 8, 2022 |
August 27, 2020 Anna Brunelle [***] Dear Anna: We believe that your skills, experience and personal qualities could make a major contribution to our company?s success. |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste |
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| November 8, 2022 |
and Nathan Dickerman, dated March 1, 2021. OUSTER, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), entered into effective as of March 1, 2021 (the ?Effective Date?), is between Ouster, Inc., a Delaware corporation (the ?Company?) and Nathan Dickerman (?Executive? and, together with the Company, the ?Parties?). This Agreement shall constitute a valid and binding agreement between the Parties effective as of the Effect |
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| November 8, 2022 |
Amendment to Offer Letter, by and between Ouster, Inc. and Anna Brunelle, dated September 16, 2020. Anna Brunelle [***] September 16, 2020 Re: Amendment of Offer Letter Dear Anna, As you know, you entered into an offer letter agreement with Ouster, Inc. |
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| November 8, 2022 |
Offer Letter, by and between Ouster, Inc. and Darien Spencer, dated July 25, 2017 Ouster, Inc. July 25, 2017 Darien Spencer [***] By email Dear Darien Spencer: Ouster, Inc., (the ?Company?), is pleased to offer you employment with the Company on the terms described below. 1.Position. You will start in a full-time position as Vice President of Operations and you will initially report to the Company?s Chief Executive Officer. By signing this letter, you confirm with the Company t |
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| November 8, 2022 |
425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following is script of Ouster’s Q3 2022 Earnings Call held on November 7, 2022. Q3 2022 Earnings Script Operator • Good afternoon and welcome to Ouster’s Third Quarter 2 |
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| November 8, 2022 |
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of August 5, 2022, is entered into by and among OUSTER, INC. |
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| November 8, 2022 |
and Adam Dolinko, dated November 16, 2021. OUSTER, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), entered into effective as of November 16, 2021 (the ?Effective Date?), is between Ouster, Inc., a Delaware corporation (the ?Company?) and Adam Dolinko (?Executive? and, together with the Company, the ?Parties?). This Agreement shall constitute a valid and binding agreement between the Parties effective as of the Effect |
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| November 7, 2022 |
EX-99.2 6 d386513dex992.htm EX-99.2 Exhibit 99.2 Execution Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 4, 2022, by and between Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), and the undersigned stockholder (the “Stockholder”) of Ouster, Inc., a Delaware corporation (“Ouster”). Capitalized terms used but not other |
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| November 7, 2022 |
425 1 d321653d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following FAQs were provided to employees of Ouster on November 7, 2022. Ouster Employee FAQ Proposed Merger Between Ouster and Velodyne November 7 |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 7, 2022 |
Exhibit 99.1 Ouster Reports 44% Year-over-Year Q3 Revenue Growth, Followed by Groundbreaking REV7 Product Launch and Planned Merger to Accelerate Lidar Adoption $11.2 million in revenue with 33% gross margins in Q3 2022 Doubled range with REV7 sensors, powered by the next-generation L3 chip Planned merger of equals to strengthen financial position SAN FRANCISCO, CA ? November 7, 2022 ? Ouster, Inc |
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| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 7, 2022 |
Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Ouster, Inc. on Twitter on November 7, 2022: Ouster ousterlidar Excited to announce our proposed merger with @Velodynelidar! We exp |
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| November 7, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among OUSTER, INC., OBAN MERGER SUB, INC., OBAN MERGER SUB II LLC and VELODYNE LIDAR, INC. Dated as of November 4, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effective Time 3 1.4 Organizational Documents 4 1.5 Directors and Officers of the Surviving Companies 4 1.6 Directors and Officers of Ouster 4 1.7 Tax Treat |
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| November 7, 2022 |
Ouster and Velodyne Joint Call Script - November 7th, 2022 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following information was provided to investors during a joint investor call held by Ouster and Velodyne on November 7, 2022. Ouster and Velodyne Joint Call Script - Novembe |
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| November 7, 2022 |
425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of |
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| November 7, 2022 |
Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following letter was sent to partners of Ouster on November 7, 2022. November 7, 2022 Subject: Announcement: Ouster?s Proposed Merger with Velodyne Dear [Partner], This morn |
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| November 7, 2022 |
425 1 d367359d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Ouster, Inc. on LinkedIn on November 7, 2022: Ouster’s Post Ouster ••• 15m We’re excited to announce our |
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| November 7, 2022 |
Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Angus Pacala, the Chief Executive Officer of Ouster, Inc. on LinkedIn on November 7, 2022: Cautionary Statement Regarding Forward-L |
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| November 7, 2022 |
EX-99.1 5 d386513dex991.htm EX-99.1 Exhibit 99.1 Ouster and Velodyne Announce Proposed Merger of Equals to Accelerate Lidar Adoption Merger expected to strengthen financial position $355 million in combined Q3 cash Annualized cost savings expected to reach at least $75 million SAN FRANCISCO, CA – November 7, 2022 6:00 AM ET – Ouster (NYSE: OUST), a leading provider of high-resolution digital lidar |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 7, 2022 |
Email to Ouster Employees on Rush Street Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following email was sent to employees of Ouster by Chief Executive Officer, Angus Pacala, on November 7, 2022. Email to Ouster Employees on Rush Street From: Angus Pacala To |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 7, 2022 |
425 1 d321591d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 Joint Update on the Proposed Merger Between Ouster and Velodyne November 7, 2022 Disclaimers Forward Looking Statements This Investor Presentation (“Pr |
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| November 7, 2022 |
OUSTER AND VELODYNE PROPOSED MERGER FAQ Table of Contents Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following FAQs have been provided to stakeholders of Ouster on November 7, 2022. OUSTER AND VELODYNE PROPOSED MERGER FAQ Table of Contents Transaction Over |
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| November 7, 2022 |
Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following letter was sent to customers of Ouster on November 7, 2022. November 7, 2022 Subject: Announcement: Ouster?s Proposed Merger with Velodyne Dear [Customer], This mo |
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| November 7, 2022 |
Exhibit 10.1 CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of November 1, 2022, is entered into by and among OUSTER, INC., a Delaware corporation (?Borrower?), SENSE PHOTONICS, INC., a Delaware corporation (?Guarantor?), the several banks and other financial institutions or entities party he |
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| November 7, 2022 |
Exhibit 10.2 Execution Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 4, 2022, by and between Ouster, Inc., a Delaware corporation (?Ouster?), and the undersigned stockholder (the ?Stockholder?) of Velodyne Lidar, Inc., a Delaware corporation (?Velodyne?). Capitalized terms used but not otherwise defined herein shall have the m |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 4, 2022 |
Exhibit 99.1 Ouster Reports 40% Year over Year Revenue Growth Driven by Automation in Industrial and Robotics Sectors $10.3 million in revenue with 27% gross margins in Q2 2022 Revises FY 2022 revenue guidance to $40 to 55 million SAN FRANCISCO, CA ? August 4, 2022 ? Ouster, Inc. (NYSE: OUST) (?Ouster? or the ?Company?), a leading provider of high-resolution digital lidar sensors for the automotiv |
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| July 22, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-254987 PROSPECTUS FOR 95,795,231 SHARES OF COMMON STOCK AND 6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 15,999,990 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF OUSTER, INC. This prospectus relates to (i) the resale of 90,474,330 shares of common stock, par value $0.0001 per share (the ?common stock?) issued in connection with the |
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| July 15, 2022 |
As filed with the Securities and Exchange Commission on July 14, 2022 As filed with the Securities and Exchange Commission on July 14, 2022 Registration No. |
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| July 15, 2022 |
As filed with the United States Securities and Exchange Commission on July 14, 2022 As filed with the United States Securities and Exchange Commission on July 14, 2022 Registration No. |
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| July 15, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par v |
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| July 15, 2022 |
As filed with the Securities and Exchange Commission on July 14, 2022 As filed with the Securities and Exchange Commission on July 14, 2022 Registration No. |
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| July 15, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par v |
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| July 14, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 3 (To Prospectus dated April 5, 2022) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 5, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus supp |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 14, 2022 |
Ouster, Inc. 2022 Employee Stock Purchase Plan Exhibit 10.1 OUSTER, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The Plan?s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan consists of two comp |
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| May 10, 2022 |
Ouster, Inc. Up to $150,000,000 Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264600 PROSPECTUS SUPPLEMENT (To prospectus dated May 9, 2022) Ouster, Inc. Up to $150,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement (the ?Sales Agreement?) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (each, an ?Agent? and, collectively, the ?Agents?) rel |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I |
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| May 6, 2022 |
Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 6, 2022 CORRESP 1 filename1.htm Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 6, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Austin Pattan Re: Ouster, Inc. Registration Statement on Form S-3, as amended File No. 333-264600 Ladies and Gentlemen: In accordance with Rule 461 of Re |
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| May 6, 2022 |
Certain confidential information in this document, marked by ?[***]?, has been excluded pursuant to Regulation S-K, Item 601(b)(10). |
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| May 3, 2022 |
Exhibit 99.1 Ouster Bolsters Market Position, Reports Second-Highest Revenue Quarter $8.6 million in revenue with 30% gross margins in Q1 2022 Reiterates FY 2022 guidance SAN FRANCISCO, CA ? May 3, 2022 ? Ouster, Inc. (NYSE: OUST) (?Ouster? or the ?Company?), a leading provider of high-resolution digital lidar sensors for the automotive, industrial, smart infrastructure, and robotics industries, t |
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| May 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 2, 2022 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| May 2, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 2, 2022 |
Exhibit 1.1 OUSTER, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement April 29, 2022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ouster, Inc., a Delaware corporation (the ?Company?), confirms i |
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| May 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 |
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| May 2, 2022 |
EX-1.2 2 d142344dex12.htm EX-1.2 Exhibit 1.2 OUSTER, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement April 29, 2022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ouster, Inc., a Delaware corpor |
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| May 2, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 2 (To Prospectus dated April 5, 2022) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 5, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus supp |
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| May 2, 2022 |
Exhibit 4.2 OUSTER, INC. INDENTURE Dated as of , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series |
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| May 2, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 1 (To Prospectus dated April 5, 2022) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 5, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus supp |
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| May 2, 2022 |
As filed with the Securities and Exchange Commission on April 29, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 29, 2022 Registration No. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 8, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-254987 PROSPECTUS FOR 97,472,424 SHARES OF COMMON STOCK AND 6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 15,999,996 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF OUSTER, INC. This prospectus relates to (i) the resale of 92,151,523 shares of common stock, par value $0.0001 per share (the ?common stock?) issued in connection with the |
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| March 25, 2022 |
Power of Attorney relating to Karin Rådström. Exhibit 24.2 OUSTER, INC. Power of Attorney I hereby constitute and appoint each of Angus Pacala and Anna Brunelle, acting alone or together with another attorney-in-fact, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effec |
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| March 25, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on March 2 4 , 2022 Registration No. |
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| February 28, 2022 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc., that is current as of December 31, 2021: Subsidiaries Jurisdiction Ouster Hong Kong Limited Hong Kong, China Ouster (Suzhou) Intelligent Technology Co., Ltd. China mainland Ouster (Thailand) Co., Ltd. Thailand Ouster Canada Limited Canada Ouster France SAS France Ouster UK Limited UK |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| February 28, 2022 |
Exhibit 10.9(a)+ SENSE PHOTONICS, INC. 2017 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement, Sense Photonics, Inc. (the ?Company?) has granted you an option under its 2017 Equity Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock |
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| February 28, 2022 |
Exhibit 4.3 DESCRIPTION OF OUR SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), our Amended and Restated Bylaws (the ?Bylaws?) and the warrant agreement, all of which are attached as exhibits to our Annual Re |
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| February 28, 2022 |
Exhibit 10.6(c) THIRD AMENDMENT TO LEASE This is the Third Amendment (?Third Amendment?) to that certain NNN Lease dated September 1, 2017 (previously erroneously stated in the First and Second Amendments to have been executed on August 7, 2017) as amended by the First Amendment thereto dated January 21, 2018 and the Second Amendment thereto dated March 27, 2018 (as amended, the ?Lease?) made and |
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| February 28, 2022 |
Amended and Restated Non-Employe Exhibit 10.7 OUSTER, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the ?Company?) Amended and Restated Non-Employee Director Compensation Program (this ?Program?) has been adopted under the Company?s 2021 Incentive Award Plan (the ?Plan?) and amends and restates in its entirety the Non-Employee Director Compensation Program. This Program shall be effective |
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| February 28, 2022 |
Form of Indemnification Agreement Exhibit 10.1 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this ?Agreement?) is made as of by and between Ouster, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between |
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| February 28, 2022 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that OUSTER, INC., a Delaware corporation (the ?Company?), and each of the undersigned directors of the Company, hereby constitutes and appoints Angus Pacala and Anna Brunelle, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resu |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 22, 2022 |
OUST / Ouster, Inc. / Goldfield Jacob - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 – Exit Filing)* Under the Securities Exchange Act of 1934 Ouster, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) G2283K110 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 6 (To Prospectus dated August 19, 2021) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated August 19, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus |
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| February 15, 2022 |
Exhibit 99.1 Ouster Delivers on 2021 Guidance with $34 Million in Revenue and 27% Gross Margins; Q4 Revenue Up 53%; Aims to Double Revenue for 2022 $11.9 million in revenue in Q4, up 53% sequentially, with industry-leading 30% gross margins Record shipments of over 2,400 sensors in Q4, nearly tripling year-over-year Delivers on Full Year 2021 guidance with $34 million of revenue and 27% gross marg |
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| February 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 14, 2022 |
OUST / Ouster, Inc. / Tao Capital Management LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. )* OUSTER, INC. (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 68989M103 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of the St |
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| February 11, 2022 |
OUST / Ouster, Inc. / Kantheti Krishna - SCHEDULE 13G, AMENDMENT 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ouster, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68989M103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 11, 2022 |
OUST / Ouster, Inc. / EJF Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Ouster, Inc. (f/k/a Colonnade Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G2283K110 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| February 10, 2022 |
OUST / Ouster, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Ouster Inc. Title of Class of Securities: Common Stock CUSIP Number: 68989M103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1( |
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| November 15, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 5 (To Prospectus dated August 19, 2021) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated August 19, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus |
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| November 15, 2021 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-254987 Prospectus Supplement No. 4 (To Prospectus dated August 19, 2021) OUSTER, INC. This prospectus supplement updates, amends and supplements the prospectus dated August 19, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus |
