Form 8-K - Current report

 

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): September 13, 2024

 

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.)

 

110 16th Street, Suite 1400 - 1024

Denver, Colorado 80202

(Address of principal executive offices, zip code)

 

 

[phone] ext. 5

(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 October 10, 2023, on October 6, 2023, Oblong, Inc. (“we” or the “Company”) and certain accredited investors (the “Investors”) entered into a waiver whereby the Company and Investors agreed to waive any and all provisions, terms, covenants and obligations in the Common Warrants to the extent such provisions permit the conversion or exercise of the Common Warrants, respectively, to occur at a price below $0.2792 (the “Waiver”).

 

On September 13, 2024, the Company and Investors agreed to amend the Waiver and to delete Section 2 of the Waiver in its entirety (“Amendment to Waiver”).

 

The foregoing description of the Amendment to Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment 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 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.						Description
10.1						Amendment to Waiver, dated as of September 13, 2024, 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.
September 13, 2024	By:	/s/ Peter Holst
		Peter Holst
		President & CEO

 

 

 

AMENDMENT TO WAIVER

 

Reference is hereby made to that certain Waiver dated as of October 6, 2023 among Oblong, Inc. (the “Company”) and the investors (the “Investors”) named therein (the “2023 Waiver”). Capitalized terms used but not defined herein shall have the meanings given to them in the 2023 Waiver.

 

WHEREAS, the Company and the Investors desire to remove certain provisions of the 2023 Waiver; and

 

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

 

RESOLVED, the Company and the Required Holders hereby agree to delete Section 2 of the 2023 Waiver in its entirety.

 

 

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[Signature Page Follows]

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

 

 

INVESTORS:

 

 

By:  /s/ Ari Rabinowitz               

Name: Ari Rabinowitz

Title: Five Narrow Lane

 

Date: September 13, 2024

 

 

By:  /s/ Shaye Hirsch              

Name: Shaye Hirsch

Title: Brio Capital

 

Date: September 13, 2024

 

 

By:  /s/ Richard Abbe              

Name: Richard Abbe

Title: Iroquois

 

Date: September 13, 2024

 

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ACKNOWLEDGED BY:

 

COMPANY:

 

Oblong, Inc.

 

By:   /s/ Pete Holst              

Name: Pete Holst

Title: CEO

 

Date: September 13, 2024

 

Document And Entity Information	Sep. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	OBLONG, INC.
Document, Type	8-K
Document, Period End Date	Sep. 13, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35376
Entity, Tax Identification Number	77-0312442
Entity, Address, Address Line One	110 16th Street, Suite 1400 - 1024
Entity, Address, City or Town	Denver
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80202
City Area Code	213
Local Phone Number	683-8863
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	OBLG
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000746210

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