Capital Stock

12 Months Ended

Dec. 31, 2020

Common Stock

Our common stock has historically traded on the NYSE American under the symbol “GLOW.” On March 9, 2020, in connection with our name change to Oblong, Inc., we changed our ticker symbol to “OBLG.” On February 11, 2021, the Company effected a voluntary transfer from the NYSE American to the Nasdaq Capital Market. As of December 31, 2020 we had 150,000,000 shares of our $0.0001 par value Common Stock authorized, with 7,861,912 and 7,748,629 shares of issued and outstanding, respectively.

The following table provides a summary of Common Stock activity for the years ended December 31, 2020 and 2019 (in thousands):


Issued Shares as of December 31, 2018						5,114

Issuances from Preferred Stock Conversions						44

Issuances related to Stock Compensation						109


Issued Shares as of December 31, 2019						5,267

Less Treasury Shares:						105

Outstanding Shares as of December 31, 2019						5,162

Issuances from Private Placements						2,293
Issuances from Preferred Stock Conversions						158
Issuances related to Warrants						72
Issuances related to Stock Compensation						31
Forfeitures of Restricted Stock Awards						(9)
Issuance of shares for fees						50
Issued Shares as of December 31, 2020						7,862

Less Treasury Shares:						113

Outstanding Shares as of December 31, 2020						7,749

October 2020 Private Equity Placement

On October 21, 2020, the Company, entered into a Securities Purchase Agreement with certain accredited investors, providing for the offer and sale of (i) 1,043,000 shares of the Company’s Common Stock, at a price of $2.85 per share in cash, and (ii) warrants to purchase up to 521,500 shares of Common Stock (the “Warrants”) for gross proceeds of $2,973,000. Net proceeds were $2,717,000, after deducting issuance costs of $256,000. The Private Placement closed on October 22, 2020.

The Warrants have a term of 2 years, are initially exercisable at $4.08 per share and are subject to cashless exercise if, at the time of exercise, the Warrant Shares are not subject to an effective resale registration statement. The Warrants are also subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Warrants do not have any price protection or price reset provisions with respect to future issuances of securities. The fair value of the Warrants was recorded to additional paid-in capital and was determined to be $1,334,000 using the Black-Scholes model.

Warrant Issuance

On October 20, 2020, the Company issued 72,238 shares of its Common Stock to fulfill the exercise of a warrant by Silicon Valley Bank. Refer to Note 10 - Debt, for further discussion of the Silicon Valley Bank Warrant.

December 2020 Private Equity Placement

On December 6, 2020, the Company, entered into a Securities Purchase Agreement with certain accredited investors, providing for the offer and sale of (i) 1,250,000 shares Company’s Common Stock, at a price of $4.00 per share in cash, and (ii) warrants to purchase up to 625,000 shares of Common Stock (the “Warrants”) for gross proceeds of $5,000,000. Net proceeds were $4,654,000 after deducting issuance costs of $346,000. The Private Placement closed on December 7, 2020.

The Warrants have a term of 2 years, are initially exercisable at $5.49 per share and are subject to cashless exercise if, at the time of exercise, the Warrant Shares are not subject to an effective resale registration statement. The Warrants are also subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Warrants do not have any price protection or price reset provisions with respect to future issuances of securities. The fair value of the Warrants was recorded to additional paid-in capital and was determined to be $2,635,000 using the Black-Scholes model.

Warrants

As discussed above, during the year ended December 31, 2020, the Company granted and fulfilled an exercise of common stock warrants. Warrant activity for the years ended December 31, 2020 and 2019 is presented below:


	Outstanding
	Number of Warrants	Weighted Average Exercise Price
Warrants outstanding and exercisable, December 31, 2018	—	$	—
Granted	72,238	0.01



Warrants outstanding and exercisable, December 31, 2019	72,238	0.01
Granted	1,146,500	4.85
Exercised	(72,238)	0.01


Warrants outstanding and exercisable, December 31, 2020	1,146,500	$	4.85

Issuance for Professional Service Fees

On December 10, 2020, the Company issued 50,000 shares of Common Stock as payment for services, equal to $348,000, related to a financial advisory agreement entered into on December 1, 2020. The term of the agreement is 6 months and the Company will record the expense ratably over that term as the service is provided. The Company recorded $58,000 as professional service fees included as a component of general and administrative expenses in the accompanying consolidated statement of operations.

During the years ended December 31, 2020 and 2019, 158,333 and 43,919 shares of the Company’s Common stock were issued in relation to preferred stock conversions. Refer to Note 12 - Preferred Stock, for further discussion of Preferred Stock.

Issuances for Stock Compensation

During the years ended December 31, 2020 and 2019, we issued 30,834 and 109,183 shares of common stock, respectively, relating to the vesting of restricted stock units under our equity incentive plans. Refer to Note 13 - Stock Based Compensation, for further discussion of our equity incentive plans. In addition, during 2020, unvested restricted stock awards of 9,321 were forfeited. There were no related forfeitures during 2019.

Treasury Shares

The Company maintains Treasury Stock for the Common Stock shares bought back by the Company when withholding shares to cover taxes on Stock Compensation transactions, or when purchasing shares related to the Stock Repurchase Program discussed below. The following table shows the activity for Treasury Stock during the years ended December 31, 2020 and 2019 (in thousands):


	Shares	Value
Treasury Shares as of December 31, 2018	133	$	(496)
Issuances out of Treasury Stock	(76)	382
Purchases to cover stock compensation taxes	48	(51)

Treasury Shares as of December 31, 2019	105	$	(165)
Purchases to cover stock compensation taxes	8	(16)

Treasury Shares as of December 31, 2020	113	$	(181)

During the years ended December 31, 2020 and 2019, the Company repurchased 7,998 and 47,918 shares of the Company’s Common Stock (and recorded such shares in treasury stock) from employees, respectively, to satisfy $16,000 and $51,000 of minimum statutory tax withholding requirements relating to the vesting of stock awards, respectively. During 2019, approximately 76,000 shares were issued out of our Treasury Shares to fulfill RSU vestings. The value of the issued Treasury Shares was based on the original value of Treasury Shares, on a first-in-first-out basis, with the offset to Additional Paid in Capital.

Stock Repurchase Program

On July 21, 2018 the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $750,000 of the Company’s Common Stock. Under the Company’s Stock Repurchase Program, repurchases of Common Stock may be funded using the Company’s existing cash balance and/or future cash flows through repurchases made in the open market, in privately negotiated transactions, or pursuant to other means determined by the Company, in each case as permitted by securities laws and other legal requirements. The number of shares purchased under the Stock Repurchase Program and the timing of any purchases may be based on many factors, including the level of the Company’s available cash, general business conditions, and the pricing of the Common Stock. The Stock Repurchase Program does not obligate the Company to acquire a specific number of shares and may be suspended, modified, or terminated at any time. During the year ended December 31, 2020, the Company did not repurchase any shares of Common Stock. All shares of Common Stock repurchased under the Stock Repurchase Program are recorded as treasury stock. The Stock Repurchase Program does not have an expiration date. As of December 31, 2020, the Company had $673,000 remaining under the Stock Repurchase Program.