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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)
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Delaware
(State or other jurisdiction of
Incorporation or organization)
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001-35376
(Commission File Number)
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77-0312442
(IRS Employer
Identification No.)
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25587 Conifer Road, Suite 105-231
Conifer, Colorado 80433
(Address of principal executive offices, zip code)
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(303) 640-3838
(Registrant’s telephone number, including area code)
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(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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share |
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OBLG |
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Nasdaq Capital Market
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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.
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Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Jason Adelman |
16,075,146 |
197,896 |
0 |
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Peter Holst |
15,789,207 |
483,835 |
0 |
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James Lusk |
16,087,690 |
185,352 |
0 |
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Matthew Blumberg |
16,101,613 |
171,429 |
0 |
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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.
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Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
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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.
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Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
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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.
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Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes |
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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
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Exhibit No. |
Description |
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4.1 |
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99.1 |
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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
Oblong (AMEX:OBLG)
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