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): January 3, 2023 (December 30, 2022)

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 ☐

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 1.01 Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Amendment of Warrants

As previously announced, on June 30, 2021, the Company completed a public offering of 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”). On January 3, 2023, the Company agreed with all the holders of Series A Warrants to amend the terms of the Series A Warrants to extend the Termination Date from January 4, 2023 to January 4, 2024 (the “Warrant Amendment”). All other terms of the Series A Warrants will remain in full force and effect.

The foregoing description of the Series A Warrants is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Warrant Amendment, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference, and to the full text of the form of Series A Warrant filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on June 28, 2021, and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on December 30, 2022. As of November 17, 2022 (the "Record Date"), the Company had issued and outstanding and entitled to vote at the Annual Meeting 30,816,048 shares of the Company’s Common Stock, par value $0.0001 per share ("Common Stock"), with each share entitled to one vote per share. Out of the shares of Common Stock issued and outstanding as of the Record Date and entitled to vote at the Annual Meeting, 22,401,376 (or approximately 72.69%) of such shares were present in person or represented by proxy at the Annual Meeting.

The proposals listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Pursuant to the voting results set forth below, (i) the five nominated directors were each elected to serve a one-year term expiring at the Company’s 2023 Annual Meeting of Stockholders or until his/her successor is duly elected and qualified; (ii) EisnerAmper LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) an amendment to Article FOURTH of the Company's Amended & Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock by a ratio of 1-for-5, 1-for-10, or 1-for-15; and (iv) executive compensation, as described in the proxy statement, was approved on an advisory and non-binding basis.

1. Election of the following persons to the Board of Directors of the Company to serve until the Company’s next annual meeting of stockholders, or until their respective successors are duly elected and qualified.

Name	Votes For	Votes Withheld	Broker Non-Votes
Jason Adelman	16,075,146	197,896	0
Peter Holst	15,789,207	483,835	0
James Lusk	16,087,690	185,352	0
Matthew Blumberg	16,101,613	171,429	0
Deborah Meredith	16,099,672	173,370	0

2. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
22,120,586	252,015	28,775	0

3. Approval of an amendment to Article FOURTH of the Company's Amended & Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding shares of common Stock by a ratio of 1-for-5, 1-for-10, or 1-for-15.

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
21,546,244	677,116	178,016	0

4. Approve, on an advisory and non-binding basis, executive compensation as described in the proxy statement.

Votes For	Votes Against	Votes Abstain	Broker Non-Votes
15,612,509	552,440	108,093	6,128,334

Item 8.01. Other Events.

Reverse Stock Split

On January 3, 2023, the Company issued a press release (the “Press Release”) announcing that it has filed an amendment to its certificate of incorporation that will effect a reverse stock split of the Company's issued and outstanding shares of Common Stock by a ratio of 1-for-15. The reverse stock split will become effective at 5:00 PM Eastern Time on January 3, 2023 and the Company’s shares of Common Stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on January 4, 2023 under the Company’s existing trading symbol “OBLG”. At the Effective Time, every 15 issued and outstanding shares of Common Stock will be converted into one share of Common Stock. The number of authorized shares of Common Stock and the par value of each share of Common Stock will remain unchanged. No fractional shares were issued as a result of the reverse stock split, and any fractional shares that would otherwise have resulted from the reverse stock split were rounded up. The Company’s Common Stock has been assigned a new CUSIP number of 674434 204 in connection with the reverse stock split.

The above description of the Press Release is qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Form of Amendment to Series A Warrants
99.1	Press Release dated January 3, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 3, 2023                    By:    /s/ Peter Holst        

Name: Peter Holst

Title: President & CEO

EX-4.1

EXHIBIT 4.1

AMENDMENT TO SERIES A COMMON STOCK PURCHASE WARRANT

This Amendment (the “Amendment”) to the Series A Common Stock Purchase Warrant (the “Warrant”) issued by Oblong, Inc. (the “Company”) in favor of [ ] (“Holder”) with an Initial Exercise Date of June 30, 2021 representing the right to purchase [ ] shares of the Company’s Common Stock, is hereby entered into on January 3, 2023, by and between the Company and Holder. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Warrant.

RECITALS

WHEREAS, the Company and the Holder previously amended the terms of the Warrant to extend the Termination Date to January 4, 2023 pursuant to that Amendment to Series A Common Stock Purchase Warrant dated December 31, 2021;

WHEREAS, the Company and the Holder desire to amend the terms of the Warrant to further extend the Termination Date of the Warrant; and

WHEREAS, Section 5(l) of the Warrant provides that the Warrant may be modified or amended only by written consent of the Company and the Holder.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereto agree to amend the Warrant as follows:

1)Amendment to “Termination Date”. The definition “Termination Date” in the preamble to the Warrant is hereby amended and restated in its entirety to read:

“January 4, 2024”

2)Effect. The Warrant, as amended hereby, is hereby confirmed in all respects and shall remain in full force and effect pursuant to the terms thereof.

3)Miscellaneous.

(a)    Entire Agreement. This Amendment constitutes the full and entire agreement between the parties with regard to the subjects hereof and may not be further amended or modified except in accordance with the provisions of the Warrant.

(b)    Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Purchase Agreement.

(c)    Counterparts; Signatures. This Amendment may be executed in any number of counterparts each of which will be deemed an original but all of which shall be deemed one and the same document. All signatures hereto may be transmitted by facsimile or scanned email, and such facsimile or scanned email will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

[Signature Page to Amendment to Series A Warrant]

IN WITNESS WHEREOF, for good and valuable consideration, the parties have each consented to and duly executed this Amendment effective as of the date set forth above.

Oblong, Inc.

By: /s/ Peter Holst
Name: Peter Holst

Title: Chairman & CEO

[HOLDER]

By: ________________________
Name: ______________________

EX-99.1

EXHIBIT 99.1

Oblong Announces Reverse Stock Split

Shares Will Begin Trading on a Split-Adjusted Basis on January 4, 2023

January 3, 2023 -- (BUSINESS WIRE) Oblong, Inc. (Nasdaq: OBLG) (“Oblong” or the “Company”), the award-winning maker of multi-stream collaboration solutions, announced today that it has filed an amendment to its certificate of incorporation that will effect a reverse stock split of the Company's issued and outstanding shares of common stock by a ratio of 1-for-15, as approved by the Company’s stockholders at its annual meeting and the Company’s board of directors. The reverse stock split will become effective at 5:00 PM Eastern Time on January 3, 2023, and the Company's shares of common stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the commencement of trading on January 4, 2023 under the Company's existing trading symbol “OBLG.”

The reverse stock split is intended to increase the per share trading value of the Company’s common stock to satisfy the Nasdaq Capital Market’s continued listing standards. The reverse stock split will be effected simultaneously for all outstanding shares of the Company’s common stock, and will affect all of the Company’s stockholders uniformly. At the Effective Time, every 15 issued and outstanding shares of common stock will be converted into one share of common stock. The Company’s common stock has been assigned a new CUSIP number of 674434 204 in connection with the reverse stock split. The reverse stock split will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that it results in any of the Company’s stockholders owning a fractional share, as any resulting fractional share will be rounded up to the nearest whole share. The reverse stock split will reduce the number of shares of the Company’s common stock from approximately 30,816,048 shares to approximately 2,055,000 shares. The reverse stock split will not affect the number of authorized shares of the Company’s common stock or the par value of a share of common stock. Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options and warrants.

Information for Stockholders

Stockholders holding their shares in book-entry form with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, or in brokerage accounts, do not need to take any action in connection with the reverse stock split. Stockholders holding shares of the Company’s common stock with a bank, broker or other nominee are encouraged to contact their bank, broker or other nominee with any questions regarding their holdings. The Company’s transfer agent is also acting as the exchange agent for the reverse stock split, and will provide instructions to any stockholders holding certificated shares regarding the process for exchanging their share certificates.

Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the nearest whole post-split share and no stockholders will receive cash in lieu of fractional shares.

Additional information regarding the reverse stock split is available in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on November 28, 2022 and the Current Report on Form 8-K filed today with the SEC.

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 the Company 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. The Company’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. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements regarding the impact of the reverse stock split on the per share trading value of the Company’s common stock and the Company’s intention to regain compliance with the Nasdaq Capital Market’s continued listing standards. 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 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, 2021, the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2022 and in other filings made by the Company with the SEC from time to time. Any of these factors could cause the Company’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.

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 meeting technology platform that offers simultaneous content sharing to optimize audience engagement and situational awareness. For more information, visit www.oblong.com and Oblong’s Twitter and Facebook pages.

Investor Relations Contact:

David Clark

investors@oblong.com

(213) 683-8863 ext 2205

XML

Cover	Dec. 20, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 03, 2023
Entity Registrant Name	OBLONG, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35376
Entity Tax Identification Number	77-0312442
Entity Address, Address Line One	25587 Conifer Road
Entity Address, Address Line Two	Suite 105-231
Entity Address, City or Town	Conifer
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80433
City Area Code	303
Local Phone Number	640-3838
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	OBLG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000746210
Amendment Flag	false