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): October 19, 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)

(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 3.03. Material Modification to Rights of Security Holders.

The information included in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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

On October 19, 2023, the Board of Directors (the “Board”) of Oblong Inc., a Delaware corporation (the “Company”), approved an amendment (the “First Amendment”) to the Company’s Amended and Restated By-Laws (the “By-Laws”), effective as of the date of the Board’s approval. The First Amendment modifies Section 2.7 of the By-Laws, which pertains to the quorum requirement for stockholder meetings. The First Amendment reduces the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, as permitted by Section 216 of the Delaware General Corporation Law and Nasdaq Listing Rule 5620(c).

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description of Exhibits

3.1			First Amendment to Amended and Restated By-Laws, dated October 19, 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: October 19, 2023 By: /s/ Peter Holst

Name: Peter Holst

Title: President & CEO

EXHIBIT 3.1

FIRST AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS

OBLONG, INC.

THIS FIRST AMENDMENT (the “Amendment”) to the Amended and Restated By-Laws (the “By-Laws”) of Oblong, Inc., a Delaware corporation (formerly known as Glowpoint, Inc.) (the “Company”), was adopted and approved by the Board of Directors of the Company on October 19, 2023. This First Amendment is effective as of October 19, 2023.

1.The By-Laws are hereby amended to remove all references to “Glowpoint, Inc.” and replace with “Oblong, Inc.”

2.Section 2.7 of the By-Laws is hereby amended and restated in its entirety as follows:

“Section 2.7 Quorum. Unless otherwise required by law, the Certificate of Incorporation or the rules of any applicable stock exchange on which the Corporation’s securities are listed, the holders of one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or series or classes or series is required, one-third (1/3) of the voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the Certificate of Incorporation or the rules of any applicable stock exchange on which the Corporation’s securities are listed. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5, until a quorum shall be present or represented.”

3.Except as set forth above, the remaining provisions of the By-Laws shall not be amended hereby and shall remain in full force and effect in accordance with their respective terms.

4.The undersigned, as the duly elected Authorized Officer of the Company, hereby certifies that this Amendment has been duly adopted by the board of directors of the

Company in accordance with the By-Laws and the Amended and Restated Certificate of Incorporation of the Company, as amended, each as in effect on the date hereof.

/s/ David Clark

Name: David Clark

Title: Authorized Officer

Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 19, 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