8-K

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): February 2, 2021 (February 1, 2021)

OBLONG, INC.

(Exact name of registrant as specified in its charter)

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 240.14a12)

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:

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d)

On February 1, 2021, Oblong, Inc., a Delaware corporation (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from the NYSE American Stock Exchange (the “NYSE American”) and transfer such listing to The Nasdaq Capital Market (“Nasdaq”). The Company informed the NYSE American on February 1, 2021 of its intent to transfer the listing of its Common Stock to Nasdaq. The Company expects that listing and trading of its Common Stock on the NYSE American will end at market close on February 11, 2021, and that trading will begin on Nasdaq at market open on February 12, 2021.

The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the ticker symbol “OBLG”.

Item 7.01. Regulation FD Disclosure.

On February 1, 2021, the Company issued a press release announcing the transfer of the listing of its Common Stock to Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events.

As previously disclosed, the terms of the Company’s Series D and Series E Preferred Stock, par value $0.0001 per share (together, the “Series D and E Preferred Stock”), provide that such shares are automatically convertible into a number of shares of the Company’s Common Stock equal to the accrued value of the preferred shares (initially $28.50), plus any accrued dividends thereon, divided by the conversion price (initially $2.85 per share, subject to specified adjustments) upon the completion of both (i) approval of such conversion by the Company’s stockholders entitled to vote thereon (which occurred on December 19, 2019); and (ii) the receipt of all required authorizations and approval of a new listing application for the combined organization following the Company’s October 2019 acquisition of Oblong Industries, Inc. from the NYSE American or any such other exchange upon which the Company’s securities are then listed for trading. The Company has determined that this conversion condition will be completed in its entirety, and the Series D and E Preferred Stock will automatically convert to shares of Common Stock pursuant to their terms, effective upon the commencement of trading of the Common Stock on Nasdaq as described above.

As of the date hereof, the Company has issued and outstanding 1,741,948 shares of Series D Preferred Stock and 134,477 shares of Series E Preferred Stock, convertible into 17,419,482 and 1,344,773 shares, respectively, of Common Stock after taking into consideration all accrued and unpaid dividends. Following the conversion of the Series D and E Preferred Stock, the Company expects to have issued and outstanding an aggregate of 26,618,184 shares of Common Stock and no shares of Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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: February 2, 2021                    By:    /s/ Peter Holst

Name: Peter Holst

Title: President & CEO

Document

EXHIBIT 99.1

Oblong, Inc. to Move Stock Exchange Listing to Nasdaq Beginning February 12, 2021

Nasdaq listing positions Oblong alongside other market-leading technology companies with the Company’s Mezzanine™ remote meeting technology platform

LOS ANGELES, Feb. 1, 2021 – Oblong, Inc. (NYSE American: OBLG) (“Oblong” or the “Company”), an award-winning leader in multi-stream collaboration solutions, today announced it will be transferring its stock listing from the NYSE American market to the Nasdaq Capital Market effective February 11, 2021 after market close. Common shares of Oblong are expected to begin trading as a Nasdaq-listed security at market open on Friday, February 12, 2021 and will continue to trade under the ticker symbol “OBLG.” In connection with the Nasdaq listing, all of the Company’s preferred shares are being converted to common shares, creating a more simplified capital structure.

With a key strategic partnership with Cisco and a strong portfolio of patents, Oblong’s technology platform serves its Fortune 500 enterprise customers by allowing team members to work together in person and remotely in a unique, multi-share collaborative environment. The Company’s flagship Mezzanine™ product suite allows participants to create a digital workspace where content streams can be simultaneously added, and arranged from any location, while allowing all participants to interact with the same content in its entirety in identical formats.

“We are very excited to list on the Nasdaq, which we believe is best suited for our business focus and investors,” said Peter Holst, CEO of Oblong. “In addition to joining other leading companies whose emphasis is on technology and innovation, we believe our evolution to the Nasdaq provides us different tools and services that help us connect with current and future shareholders. Being a transformational provider of collaboration experiences using multiple content streams, our next generation of visual and data collaboration solutions accelerate team decision-making, improve communication and significantly increase productivity. Mezzanine addresses a large and growing market, which has rapidly accelerated during the pandemic with the resulting demand for remote work solutions. As we expand to a hybrid cloud delivery powered by our pending Mezzanine SaaS offering, Oblong’s Nasdaq listing will help us deliver increased long-term value to our shareholders.”

About Oblong, Inc.

Oblong’s innovative and patented technologies change the way people work, create, and communicate. Oblong's flagship product Mezzanine™ is a remote meeting technology platform that offers simultaneous content sharing to achieve situational awareness for both in-room and remote collaborators. Oblong supplies Mezzanine systems to Fortune 500 enterprise customers and is a Cisco Solutions Plus integration partner. Learn more at www.oblong.com.

Forward looking and cautionary statements

This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that Oblong assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Oblong’s actual results may differ materially from its expectations, estimates and projections, and consequently you should not rely on these forward-looking statements as predictions of future events. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements relating to (i) the transfer of the Company’s common stock listing from the NYSE American to Nasdaq, (ii) the expected conversion of the Company’s preferred shares to common stock in connection with such listing transfer, (iii) the Company’s potential future growth and financial performance, and (iv) the success of its products and services. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2019 and in other filings made by the Company with the SEC from time to time, including the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020. Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, correct, update or revise any information contained herein.

Contacts

Investor Relations Contact:

Brett Maas

Hayden IR, LLC

brett@haydenir.com

646-536-7331