8-K

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 28, 2021

OBLONG, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-35376

(Commission File Number)

77-0312442

(IRS Employer Identification No.)

25587 Conifer Road, Suite 105-231

Conifer, Colorado 80433

(Address of principal executive offices, zip code)

(303) 640-3838

(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 (17 CFR 230.425)

•Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

•Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

•Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	OBLG	Nasdaq Capital Market

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 ☐

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 7.01 Regulation FD Disclosure.

On June 28, 2021, Oblong, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it entered into a securities purchase agreement with certain purchasers relating to the offer and sale (the “Offering”) of 4,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase 1,000,000 shares of the Company’s common stock, at an exercise price of $4.00 per share (the “Series A Warrants”). The Common Stock and Series A Warrants were offered and will be sold pursuant to a prospectus supplement dated June 28, 2021, and an accompanying base prospectus dated January 15, 2021, relating to the Company’s existing shelf registration statement on Form S-3 (333-251543) that was declared effective by the Securities and Exchange Commission on January 21, 2021.

In a concurrent private placement, the Company offered and will sell to the purchasers of shares of the Company’s common stock in the Offering warrants to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $4.40 per share (the “Series B Warrants”) (the “Private Placement”). The Series B Warrants are not listed on any securities exchange, and the Series B Warrants and the common stock issuable upon the exercise of the Warrants were issued and will be sold without registration under the Securities Act of 1933, as amended, or the Securities Act, or state securities laws, in reliance on the exemptions provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Oblong, Inc. dated June 28, 2021

SIGNATURE

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.

OBLONG, INC.

Date: June 28, 2021    By:    /s/ Peter Holst

Name: Peter Holst

Title: Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Oblong Announces $12.4 Million Registered Direct Offering

Los Angeles -- June 28, 2021 -- (BUSINESS WIRE) Oblong, Inc. (Nasdaq: OBLG) (“Oblong” or the “Company”), the award-winning maker of multi-stream collaboration solutions, today announced that it has entered into definitive agreements with pre-existing and new institutional investors for the purchase of 4,000,000 shares of common stock at a purchase price per share of $3.10 and Series A warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $4.00 per share in a registered direct offering. The Series A warrants are exercisable until January 4, 2022. Oblong has also agreed to issue to the investors in a concurrent private placement Series B warrants to purchase an aggregate of 3,000,000 shares of common stock that are exercisable six months and one day following issuance, are exercisable for three years from the initial exercise date, and have an exercise price of $4.40 per share. The closing of the offering is expected to take place on or about June 30, 2021, subject to the satisfaction of customary closing conditions. 

The Special Equities Group, a division of Dawson James Securities, Inc., acted as lead placement agent for this offering.

The gross proceeds to Oblong, before deducting placement agent fees and other offering expenses, are expected to be $12.4 million. Oblong intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, capital expenditures and other corporate expenses. Subject to the registration of the common shares underlying the warrants, the warrants may be exercised only for cash, and upon exercise would generate up to an additional $17.2 million in gross proceeds to the Company.

The shares of common stock and the Series A warrants and the shares of common stock issuable upon exercise thereof (but not the Series B warrants or the shares of common stock underlying the warrants) are being offered by Oblong pursuant to a “shelf” registration statement on Form S-3 (File No. 333-252145) that was filed and declared effective by the Securities and Exchange Commission

(“SEC”) on January 21, 2021, and the base prospectus contained therein. A final prospectus supplement and accompanying base prospectus relating to the shares of common stock and the Series A warrants and the shares of common stock issuable upon exercise thereof being offered will be filed with the SEC.  Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting The Special Equities Group, a division of Dawson James Securities, Inc., at 150 East 58th Street, 28th Floor, NY, NY 10155, by phone at 212-258-2343 or by email at shex@theseg.com.

The Series B warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the Series B warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Oblong, Inc.

Oblong (Nasdaq: OBLG) provides innovative and patented technologies that change the way people work, create, and communicate. Oblong’s flagship product Mezzanine™ is a remote meeting technology platform that offers simultaneous content sharing to achieve situational awareness for both in-room and remote collaborators. Oblong supplies Mezzanine systems to Fortune 500 enterprise customers and is a Cisco Solutions Plus integration partner. For more information, visit Oblong’s website, Twitter and Facebook pages.

Forward looking and cautionary statements

This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that Oblong assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Oblong’s actual results may differ materially from its expectations, estimates and projections, and consequently you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties, including the volatility of market price for our securities, that may cause actual results in future periods to differ materially from such statements. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2020 and in other filings made by the Company with the SEC from time to time. Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, correct, update, or revise any information contained herein.

Investor Relations Contact:

Brett Maas

Hayden IR, LLC

brett@haydenir.com

646-536-7331