false 0001816581 0001816581 2023-08-28 2023-08-28 0001816581 us-gaap:CommonStockMember 2023-08-28 2023-08-28 0001816581 oust:WarrantsToPurchaseCommonStockMember 2023-08-28 2023-08-28 0001816581 oust:WarrantsToPurchaseCommonStockExpiring2025Member 2023-08-28 2023-08-28





Washington, D.C. 20549









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)



File Number)


(IRS Employer

Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act


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


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


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

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


Title of each class




Name of each exchange

on which registered

Common stock, $0.0001 par value per share   OUST   New York Stock Exchange
Warrants to purchase common stock   OUST WS   New York Stock Exchange
Warrants to purchase common stock expiring 2025   OUST WSA   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01.

Other Events.

On August 28, 2023, Ouster, Inc. (the “Company” or “Ouster”) provided an update relating to the Company’s complaint filed with the U.S International Trade Commission (“ITC”) and the related investigation into the unfair trade practices of Hesai Group (Nasdaq: HSAI) (“Hesai”) and related entities (“ITC investigation”).

The Administrative Law Judge presiding over the ITC investigation recommended, following a motion by Hesai, that the investigation be terminated to allow arbitrators time to decide whether Ouster is required to arbitrate based on a prior Settlement Agreement between Velodyne Lidar, Inc. (“Velodyne”) and Hesai entered in 2020, before Ouster and Velodyne merged in February 2023. The initial recommendation is not a decision on the merits of Ouster’s ongoing patent infringement case against Hesai. Ouster will seek for the decision to be reviewed by the ITC Commissioners.

Ouster has previously filed a patent infringement action in the United States District Court for the District of Delaware. That case is stayed pending the ITC investigation. Should the ITC investigation be terminated, the mandatory stay in the District Court of Delaware will be lifted and the patent infringement case will commence.

In addition, the Company has learned that, on August 25, 2023, a putative shareholder class action suit was filed in the Delaware Court of Chancery against six former officers and directors of Graf Industrial Corp. (“GIC”), the predecessor entity of Velodyne, as well as two other entities. The Company, GIC and Velodyne are not named as defendants. Plaintiff, who was allegedly a GIC shareholder, asserts claims for breach of fiduciary duty and unjust enrichment in connection with the merger of GIC and Velodyne on September 29, 2020, and seeks damages, disgorgement and other recovery on behalf of the putative class of GIC shareholders in an unspecified amount.

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “may,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements, other than historical facts, including statements regarding Ouster’s expectations regarding the ITC investigation as well as Ouster’s ongoing litigation strategy. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not limited to, risks related to Ouster’s ability to adequately protect and enforce its intellectual property rights, including as relates to Hesai Group; and other important factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that are further updated from time to time in the Company’s other filings with the SEC. Readers are urged to consider these factors carefully and in the totality of the circumstances when evaluating these forward-looking statements, and not to place undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Form 8-K. While Ouster may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, other than as may be required by law, even if subsequent events cause its views to change.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Ouster, Inc.
Date: August 28, 2023     By:  

/s/ Megan Chung

    Name:   Megan Chung
    Title:   General Counsel
Document and Entity Information
Aug. 28, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001816581
Document Type 8-K
Document Period End Date Aug. 28, 2023
Entity Registrant Name Ouster, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39463
Entity Tax Identification Number 86-2528989
Entity Address, Address Line One 350 Treat Avenue
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94110
City Area Code (415)
Local Phone Number 949-0108
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common stock, $0.0001 par value per share
Trading Symbol OUST
Security Exchange Name NYSE
Warrants To Purchase Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase common stock
Trading Symbol OUST WS
Security Exchange Name NYSE
Warrants To Purchase Common Stock Expiring 2025 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase common stock expiring 2025
Trading Symbol OUST WSA
Security Exchange Name NYSEAMER

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