false 0001816581 0001816581 2024-01-09 2024-01-09 0001816581 us-gaap:CommonStockMember 2024-01-09 2024-01-09 0001816581 oust:WarrantsToPurchaseCommonStockMember 2024-01-09 2024-01-09 0001816581 oust:WarrantsToPurchaseCommonStockExpiring2025Member 2024-01-09 2024-01-09





Washington, D.C. 20549









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)



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 2.02.

Results of Operations and Financial Condition.

On January 9, 2024, Ouster, Inc. (the “Company”) issued a press release announcing the Company’s preliminary estimates of its revenue results for the three months ended December 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

These preliminary financial results are unaudited, based on the Company’s current estimate of its results for the three months ended December 31, 2023, and remain subject to change based on the completion of closing and review procedures and the execution of the Company’s internal control over financial reporting.

The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.




99.1*    Press Release, dated January 9, 2024.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document



Furnished herewith.


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: January 9, 2024     By:  

/s/ Mark Weinswig

    Name:   Mark Weinswig
    Title:   Chief Financial Officer

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 preliminary results, the Company expects fourth quarter 2023 revenue to be at or above the midpoint of the guidance range of $23 to $25 million previously provided on November 9, 2023.

“Ouster ended the year on a high note, and I am pleased to announce that we expect our fourth quarter revenues to be in the upper half of guidance. The Ouster team is delivering on its strategy of enabling autonomous solutions across a wide range of use cases such as industrial, robotaxi, mapping, and smart city. We see continued momentum as the value proposition and performance of our product portfolio resonates with our customers,” said Ouster CEO Angus Pacala.

The Company expects to report Q4 2023 earnings results in March 2024.

About Ouster

Ouster (NYSE: OUST) is a leading global provider of high-resolution scanning and solid-state digital lidar sensors, Velodyne Lidar sensors, and software solutions for the automotive, industrial, robotics, and smart infrastructure industries. Ouster is on a mission to build a safer and more sustainable future by offering affordable, high-performance sensors that drive mass adoption across a wide variety of applications. Ouster is headquartered in San Francisco, CA with offices in the Americas, Europe, Asia-Pacific, and the Middle East. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.

Forward-Looking Statements

This press release 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 revenue guidance; its business objectives, plans, strategic partnerships and market growth constitute forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not limited to, risks related to Ouster’s limited operating history and history of losses; the negotiating power and product standards of its customers; fluctuations in its operating results; its ability to successfully integrate its business with Velodyne and achieve the anticipated benefits of the Velodyne merger; supply chain constraints and challenges; cancellation or postponement of contracts or unsuccessful implementations; the ability of its lidar technology roadmap and new software solutions to

catalyze growth; the adoption of its products and the growth of the lidar market generally; Ouster’s ability to grow its sales and marketing organization; substantial research and development costs needed to develop and commercialize new products; the competitive environment in which Ouster operates; selection of Ouster’s products for inclusion in target markets; Ouster’s future capital needs and ability to secure additional capital on favorable terms or at all; its ability to use tax attributes; Ouster’s dependence on key third party suppliers, in particular Benchmark Electronics, Inc., Fabrinet, and other suppliers; Ouster’s ability to maintain inventory and the risk of inventory write-downs; inaccurate forecasts of market growth; Ouster’s ability to manage growth and recognize anticipated cost savings; the creditworthiness of Ouster’s customers; risks related to acquisitions; risks related to international operations; risks of product delivery problems or defects; costs associated with product warranties; Ouster’s ability to maintain competitive average selling prices or high sales volumes or reduce product costs; conditions in its customers’ industries; Ouster’s ability to recruit and retain key personnel; Ouster’s ability to adequately protect and enforce its intellectual property rights, including as relates to Hesai Group; Ouster’s ability to effectively respond to evolving regulations and standards; risks related to operating as a public company; 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 press release. 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.

The preliminary estimates in this press release are based on the information available to us at this time. The Company expects that its actual results to be reported for the fourth quarter will not differ materially from these preliminary results, however, our actual results may vary from the estimated preliminary results presented here due to the completion of our financial closing and review procedures, the execution of our internal control over financial reporting, final adjustments and other developments that may arise between now and the time the financial results for the fourth quarter and fiscal year ended December 31, 2023 are finalized. The estimated preliminary financial results have not been audited or reviewed by our independent registered public accounting firm. These estimates should not be viewed as a substitute for our full interim or annual financial statements. Accordingly, you should not place undue reliance on this preliminary data.


For Investors


For Media


Document and Entity Information
Jan. 09, 2024
Document And Entity Information [Line Items]  
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Entity Central Index Key 0001816581
Document Type 8-K
Document Period End Date Jan. 09, 2024
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
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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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