glow-20230528false000074621000007462102023-05-282023-05-28
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): May 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in our Current Report on Form 8-K filed on April 3, 2023, Oblong, Inc. (the “Company”) consummated a private placement transaction with certain investors on March 31, 2023. Pursuant to the terms of the Securities Purchase Agreement dated as of March 30, 2023 (the “Purchase Agreement”) by and among the Company and the investors named therein and entered into in connection with the private placement, two members of the Company’s board of directors (the “Board”) shall resign following receipt of stockholder approval for the issuance of shares as contemplated under the Purchase Agreement (the “Issuance Proposal”), and the lead investor has the right to recommend two individuals to be appointed as directors of the Company in place of the two resigning directors, subject to the approval of the Nominating Committee of the Board.
As previously reported in our Current Report on Form 8-K filed on May 18, 2023, the Company held a special meeting of stockholders on May 18, 2023 at which stockholders approved the Issuance Proposal. On May 28, 2023, each of James Lusk and Matthew Blumberg submitted to the Board a notice of resignation as a director of the Company, with such resignation to be effective immediately. Neither the resignation of Mr. Lusk nor Mr. Blumberg was a result of any disagreement with the Company regarding any matter relating to its operations, policies or practices.
On May 29, 2023, upon the recommendation of such lead investor and the approval of the Nominating Committee, the Board appointed Jonathan Schechter and Robert Weinstein as directors of the Company to fill the vacancies created by the resignation of Messrs. Lusk and Blumberg. Additionally, the Board appointed Mr. Schechter as a member of both the Compensation Committee and Audit Committee of the Board and Mr. Weinstein as a member of both the Nominating Committee and Audit Committee of the Board. The Company expects that each of Messrs. Schechter and Weinstein will stand for election as a director by the Company’s stockholders at the 2023 Annual Meeting of the Company’s stockholders.
There are no transactions involving the Company and any of Messrs. Schechter or Weinstein that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On May 30, 2023, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Schechter and Mr. Weinstein to the Board to fill the vacancies created by the resignation of Messrs. Lusk and Blumberg.
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.
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| 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: May 30, 2023 By: /s/ Peter Holst
Name: Peter Holst
Title: President & CEO
Exhibit 99.1
Oblong Appoints Two New Directors to its Board
Jonathan Schechter and Robert Weinstein Join Oblong’s Board of Directors
May 30, 2023 -- (BUSINESS WIRE) Oblong, Inc. (Nasdaq: OBLG) (“Oblong” or the “Company”), the award-winning maker of multi-stream collaboration solutions, today appointed two new directors to its board. Jonathan Schechter, Partner, The Special Equities Group, and Robert Weinstein, Chief Financial Officer, Synaptogenix, Inc. have joined Oblong’s board of directors. In addition, Jim Lusk and Matthew Blumberg have retired from the Oblong board.
“We’re delighted to welcome Jonathan and Robert to the Oblong board of directors,” said Pete Holst, President and CEO. “Both individuals bring a wealth of knowledge in mergers and acquisitions, digital transformation and corporate finance and will be a tremendous addition to our team. In addition, we want to acknowledge and thank Jim and Matt and for their many excellent contributions to Oblong as they retire from service to the Company.”
Jonathan Schechter currently serves as a partner of The Special Equities Group, a division of Dawson James Securities, Inc., a full-service investment bank specializing in healthcare, biotechnology, technology, and clean-tech sectors, since April 2021. Mr. Schechter is one of the founding partners of The Special Equities Opportunity Fund, a long-only fund that makes direct investments in micro-cap companies and has served in this capacity since August 2019. He currently serves on the board of directors of Synaptogenix, Inc., a clinical-stage biopharmaceutical company (Nasdaq: SNPX), and previously served as a director of DropCar, Inc. Mr. Schechter also serves as a member of the Board of Directors of PharmaCyte Biotech, Inc. (Nasdaq: PMCB), a biotechnology company developing pharmaceutical products. He has extensive experience analyzing and evaluating the financial statements of public companies. Mr. Schechter earned his A.B. in Public Policy/Political Science from Duke University and his J.D. from Fordham University School of Law.
Robert Weinstein is currently the Chief Financial Officer of Synaptogenix, Inc., a publicly traded biotechnology company pursuing pharmaceutical treatments for neurological diseases (Nasdaq: SNPX) following its spin-off from Neurotrope, Inc. where he was Chief Financial Officer since October 2013. In addition, Mr. Weinstein performs work as a consultant for Petros Pharmaceuticals, Inc., (Nasdaq: PTPI) which is the surviving company from the merger of Metuchen Pharmaceuticals, Inc., a specialty pharmaceutical company focused on men’s health, and Neurotrope, Inc. He has extensive accounting and finance experience, spanning almost 40 years, as a public accountant, investment banker, healthcare private equity fund principal and chief financial officer. From September 2011 to the present, Mr. Weinstein has also been an independent accounting and finance consultant for several healthcare companies in the pharmaceutical and biotechnology industries. Mr. Weinstein also serves as a member of the Board of Directors of Xwell, Inc. (Formerly XpresSpa Group, Inc.) (Nasdaq: XWEL), a health and wellness company whose core asset, XpresSpa, is a leading airport retailer of spa services, related health and wellness products and bio-surveillance on behalf of the US Center for Disease Control (CDC), and PharmaCyte Biotech, Inc. (Nasdaq: PMCB), a biotechnology company developing pharmaceutical products. Mr. Weinstein received an MBA degree in finance and international business from the University of Chicago Graduate School of Business, is a Certified Public Accountant (inactive), and received his BS degree in accounting from the State University of New York at Albany.
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 the Company 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. The Company’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 regarding the expected contribution from two newly appointed Board members. 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, 2022, the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023 and in other filings made by the Company with the SEC from time to time. Any of these factors could cause the Company’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.
About Oblong, Inc.
Oblong (Nasdaq: OBLG) provides innovative and patented technologies that change the way people work, create, and communicate. Oblong’s flagship product Mezzanine™ is a meeting technology platform that offers simultaneous content sharing to optimize audience engagement and situational awareness. For more information, visit www.oblong.com and Oblong’s Twitter and Facebook pages.
Investor Relations Contact:
David Clark
(213) 683-8863 ext 2205