Form 8-K - Current report

false0000746210December 3100007462102023-10-062023-10-06

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): October 6, 2023

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)
[phone] (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. ☐

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Item 1.01 Entry into a Material Definitive Agreement

As reported on the Current Report on Form 8-K, filed on April 3, 2023, on March 30, 2023, Oblong, Inc. (“we” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement transaction (i) 6,550 shares of our newly designated Series F convertible preferred stock, $0.0001 par value per share (the “Preferred Stock”), convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), (ii) preferred warrants to acquire shares of Preferred Stock and (iii) common warrants (“Common Warrants”), to acquire shares of Common Stock. The terms of the Preferred Stock are as set forth in the Certificate of Designations of Series F Preferred Stock of Oblong, Inc. (the “Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on March 31, 2023.

The Certificate of Designations and the Common Warrants set forth mechanisms for adjustment of the conversion or exercise price of the Preferred Stock and the Common Warrants, respectively. On October 6, 2023, the Company and Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792 (the “Waiver”). Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). Notwithstanding anything to the contrary in the Common Warrants, the “Exercise Price” as set forth in the Common Warrant shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth above in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated herein by reference in its entirety.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth above in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated herein by reference in its entirety.

Item 8.01 Other Information

As reported on the Company’s Current Report on Form 8-K, filed on October 4, 2023, the Company had 4,913,260 shares of common stock issued and outstanding and 4,937 shares of Series F Convertible Preferred Stock issued and outstanding. As of October 6, 2023, the Company had 6,014,281 shares of common stock issued and outstanding and 4,670 shares of Series F Convertible Preferred Stock issued and outstanding. From October 4, 2023 through October 6, 2023, the Company has issued 1,101,021 shares of common stock pursuant to conversions of its Series F Convertible Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Waiver, dated as of October 6, 2023, by and among Oblong, Inc. and the investors named therein.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 10, 2023                    By:    /s/ Peter Holst        

Name: Peter Holst

Title: President & CEO

EXHIBIT 10.1

WAIVER

    Reference is hereby made to that certain (i) Securities Purchase Agreement dated as of March 30, 2023 among Oblong, Inc. (the “Company”) and the investors (the “Investors”) named therein (the “Purchase Agreement”), (ii) Certificate of Designations (the “Certificate of Designations”) of the Company’s Series F Preferred Stock (the “Preferred Stock”) effective as of March 31, 2023, and (iii) Warrants to Purchase the Company’s Common Stock dated March 31, 2023 (the “Common Warrants” and together with the Certificate of Designations, the “Transaction Documents”) . Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

WHEREAS, the Certificate of Designations and the Common Warrants set forth mechanisms for adjustment of the conversion or exercise price of the Preferred Stock and the Common Warrants, respectively;

WHEREAS, Company and the Investors desire to waive any and all provisions, terms, covenants and obligations (“Pricing Terms”) in the Transaction Documents to the extent such Pricing Terms permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792;

WHEREAS, each of the Transaction Documents and any provision thereof may be amended or waived by the consent of the Required Holders; and

WHEREAS, the undersigned Investors constitute the Required Holders under the Transaction Documents.

RESOLVED, the Company and the Required Holders hereby agree to waive the Pricing Terms, as set forth below:

1.Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

2.Notwithstanding anything to the contrary in the Common Warrants, the “Exercise Price” as set forth in the Common Warrant shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (together with Section 1, the “Waivers”).

3.If an amendment to the Company’s certificate of incorporation, as amended, is later deemed necessary to effect any Waiver, the Company agrees to take all action necessary to effect such amendment.

4.This agreement supersedes all other prior or written agreements between the Company and the Investors with respect to the Waivers.

[Signature Page Follows]

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In Witness Whereof, the undersigned hereby consents to the matters described above, as of the date set forth below.

INVESTORS:

Iroquois Master Fund Ltd.

By: _/s/ Richard Abbe___________

Name: Richard Abbe

Title: GP

Date: __10/6/2023______________

Iroquois Capital Investment Group LLC

By: _/s/ Richard Abbe___________

Name: Richard Abbe

Title: GP

Date: __10/6/2023______________

The Hewlett Fund, LP

By: __/s/ Martin Chopp__________

Name: Martin Chopp

Title: General Partner

Date: __10/6/2023______________

SIGNATURE PAGE TO THE WAIVER

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ACKNOWLEDGED BY:

COMPANY:

Oblong, Inc.

By: _/s/ Peter Holst_____________

Name: Peter Holst

Title: CEO

Date: __10/6/2023______________

SIGNATURE PAGE TO WAIVER

Cover	Oct. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 06, 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
Current Fiscal Year End Date	--12-31

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