Amended Statement of Ownership (sc 13g/a)
February 23 2022 - 04:45PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C.
20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Oblong, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
674434105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No: 674434105 |
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(1) |
Names of Reporting Persons
Iroquois Capital Management
L.L.C. |
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(2) |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of
Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
0 |
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(6) |
Shared Voting Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(7) |
Sole Dispositive Power
0 |
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(8) |
Shared Dispositive Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(10) |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See
Instructions) o |
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(11) |
Percent of Class Represented by
Amount in Row (9)
2.39% |
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(12) |
Type of Reporting Person (See
Instructions)
OO |
CUSIP
No: 674434105 |
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(1) |
Names of Reporting Persons
Richard Abbe |
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(2) |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of
Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
456,344 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(6) |
Shared Voting Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(7) |
Sole Dispositive Power
456,344 shares of Common Stock
issuable upon exercise of Warrants (See Item 4) |
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(8) |
Shared Dispositive Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,000 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(10) |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See
Instructions) o |
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(11) |
Percent of Class Represented by
Amount in Row (9)
3.78% |
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(12) |
Type of Reporting Person (See
Instructions)
IN; HC |
CUSIP
No: 674434105 |
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(1) |
Names of Reporting Persons
Kimberly Page |
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(2) |
Check the Appropriate Box if a Member of a Group
(See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of
Organization
United States of America |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole Voting Power
0 |
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(6) |
Shared Voting Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(7) |
Sole Dispositive Power
0 |
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(8) |
Shared Dispositive Power
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
754,656 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)
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(10) |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See
Instructions) o |
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(11) |
Percent of Class Represented by
Amount in Row (9)
2.9% |
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(12) |
Type of Reporting Person (See
Instructions)
IN |
This Amendment No. 1 (this “Amendment”) amends the statement on
Schedule 13G filed on December 15, 2020 (the “Original Schedule
13G”) with respect to the Common Stock, $0.0001 par value (the
“Common Stock”) of Oblong, Inc. (the “Company”). Capitalized terms
used herein and not otherwise defined in this Amendment have the
meanings set forth in the Original Schedule 13G. This Amendment
amends and restates each of Item 4 and Item 5 in its entirety as
set forth below.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows
5 – 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The percentage set forth in Row 11 of the cover page for each
Reporting Person is based on 30,816,048 shares of Common Stock
issued and outstanding as of November 12, 2021 as disclosed in the
Company’s definitive proxy statement filed on November 16, 2021,
and assumes the exercise of the Company’s reported warrants (the
“Reported Warrants”) subject to the Blockers (as defined
below).
Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise the Reported Warrants to the extent the
Reporting Persons would beneficially own, after any such exercise,
more than 4.99% of the outstanding shares of Common Stock
(collectively, the “Blockers”), and the percentage set forth in Row
11 of the cover page for each Reporting Person gives effect to the
Blockers.
As of the date of the event which requires filing of this
statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held
Reported Warrants to purchase 754,656 shares of Common Stock
(subject to the Blockers) and Iroquois Capital Investment Group LLC
(“ICIG”) held Reported Warrants to purchase 456,344 shares of
Common Stock (subject to the Blockers).
Mr. Abbe shares authority and responsibility for the investments
made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each
of whom is a director of the Iroquois Master Fund. As such, Mr.
Abbe and Ms. Page may each be deemed to be the beneficial owner of
all shares of Common Stock held by and underlying the Reported
Warrants (each subject to the Blockers) held by, Iroquois Master
Fund. Iroquois Capital is the investment advisor for Iroquois
Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr.
Abbe has the sole authority and responsibility for the investments
made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the
beneficial owner of all shares of Common Stock held by and
underlying the Reported Warrants (each subject to the Blockers)
held by, Iroquois Master Fund and ICIG. The foregoing should not be
construed in and of itself as an admission by any Reporting Person
as to beneficial ownership of shares of Common Stock owned by
another Reporting Person. Each of the Reporting Persons hereby
disclaims any beneficial ownership of any such shares of Common
Stock except to the extent of their pecuniary interest therein.
Item
5. |
Ownership of Five Percent or
Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: x
By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 22, 2022
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IROQUOIS CAPITAL MANAGEMENT L.L.C. |
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By: /s/ Richard
Abbe
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Richard Abbe, President |
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/s/ Richard Abbe
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Richard Abbe |
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/s/ Kimberly Page
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Kimberly Page |
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