TaoWeave, Inc 10-K for FY2021

TaoWeave, Inc. (TWAV)

10-K 2022-03-29 For: 2021-12-31

Added on April 06, 2026

About this 10-K

TaoWeave, Inc filed this 10-K on March 29, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7.74M; down 49.5% from $15.33M a year earlier
Net loss: $9.05M; compared with a net loss of $7.42M a year earlier
Diluted EPS: -$0.37; compared with -$1.48 a year earlier

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Delaware		77-0312442
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25587 Conifer Road, Suite 105-231
Conifer, CO		80433
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 640-3838

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	OBLG	Nasdaq Capital Market


Large accelerated filer	☐	Accelerated filer	¨
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


Item		Page
	PART I
1.	Business	3
1A.	Risk Factors	7
1B.	Unresolved Staff Comments	26
2.	Properties	26
3.	Legal Proceedings	26
4.	Mine Safety Disclosures	26

	PART II
5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	26
6.	Reserved	27
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
7A.	Qualitative and Quantitative Disclosures About Market Risk	34
8.	Financial Statements and Supplemental Data	34
9	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	34
9A.	Controls and Procedures	34
9B.	Other Information	35
9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	35

	PART III
10.	Directors, Executive Officers and Corporate Governance	35
11.	Executive Compensation	40
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
13.	Certain Relationships and Related Transactions, and Director Independence	47
14.	Principal Accounting Fees and Services	47

	PART IV
15.	Exhibits and Financial Statement Schedules	49
16.	Signatures	54


	For the Year Ended December 31, 2021
	Managed Services			Collaboration Products			Corporate			Total
Revenue	$	4,270		$	3,469		$	—		$	7,739
Cost of revenues	2,991			2,030			—			5,021
Gross profit	$	1,279		$	1,439		$	—		$	2,718
Gross profit %	30.0		%	41.5		%	—		%	35.1		%

Allocated operating expenses	$	593		$	7,556		$	—		$	8,149
Unallocated operating expenses	—			—			6,363			6,363
Total operating expenses	$	593		$	7,556		$	6,363		$	14,512

Income (loss) from operations	$	686		$	(6,117)		$	(6,363)		$	(11,794)
Interest and other income (expense), net	(22)			227			2,448			2,653
Income (loss) before income taxes	$	664		$	(5,890)		$	(3,915)		$	(9,141)
Income tax expense	$	(15)		$	(75)		$	—		$	(90)
Net income (loss)	$	679		$	(5,815)		$	(3,915)		$	(9,051)

	As of December 31, 2021
Total assets	$	9,259		$	19,348		$	—		$	28,607


	For the Year Ended December 31, 2020
	Managed Services			Collaboration Products			Corporate			Total
Revenue	$	6,227		$	9,106		$	—		$	15,333
Cost of revenues	3,789			3,491			—			7,280
Gross profit	$	2,438		$	5,615		$	—		$	8,053
Gross profit %	39.2		%	61.7		%	—		%	52.5		%

Allocated operating expenses	$	1,479		$	9,913		$	—		$	11,392
Unallocated operating expenses	—			—			6,725			6,725
Total operating expenses	$	1,479		$	9,913		$	6,725		$	18,117

Income (loss) from operations	$	959		$	(4,298)		$	(6,725)		$	(10,064)
Interest and other income (expense), net	(19)			2,765			—			2,746
Income (loss) before income taxes	$	940		$	(1,533)		$	(6,725)		$	(7,318)
Income tax expense	$	50		$	53		$	—		$	103
Net income (loss)	$	890		$	(1,586)		$	(6,725)		$	(7,421)

	As of December 31, 2020
Total assets	$	6,494		$	22,649		$	—		$	29,143


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year Ended December 31, ($ in thousands)
	2021		% of Revenue		2020		% of Revenue
Revenue: Managed Services
Video collaboration services	$	854	11.0	%	$	2,413	15.7	%
Network services	3,347		43.2	%	3,611		23.6	%
Professional and other services	69		0.9	%	203		1.3	%
Total Managed Services revenue	$	4,270	55.2	%	$	6,227	40.6	%

Revenue: Collaboration Products
Visual collaboration product offerings	$	3,367	43.5	%	$	6,873	44.8	%
Professional services	—		—	%	$	1,033	6.7	%
Licensing	102		1.3	%	$	1,200	7.8	%
Total Collaboration Products revenue	$	3,469	44.8	%	$	9,106	59.4	%

Total consolidated revenue	$	7,739	100.0	%	$	15,333	100.0	%


	For the Year Ended December 31,
	2021		2020
Cost of Revenue
Managed Services	$	2,991	$	3,789
Collaboration Products	2,030		3,491
Total cost of revenue	$	5,021	$	7,280


Name	Age	Position with Company
Jason Adelman (1)(2)(3)	52	Director, Chairman of the Compensation Committee, Chairman of the Nominating Committee
Matthew Blumberg (1)(3)	51	Chairman of the Board
Peter Holst	53	Director, President and Chief Executive Officer
James S. Lusk (1)(2)(3)	66	Director, Chairman of the Audit Committee
Deborah Meredith (2)(3)	62	Director
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating Committee


Name	Cash Fees Earned ($)	Stock Awards($)(1)	Total($)
Jason Adelman	33,000	328,500	361,500
Matthew Blumberg	10,627	None	10,627
James S. Lusk	36,000	109,500	145,500
Deborah Meredith	9,750	None	9,750

(1) These amounts represent the aggregate grant date fair value for awards of restricted stock units for fiscal year 2021 computed in accordance with FASB ASC Topic 718.


Name and Principal Positions	Year	Salary ($)		Bonus ($)	Stock Awards (2) ($)	All Other Compensation ($)		Total ($)
Peter Holst	2021	246,340	(1)	200,000	—	8,693	(3)	455,033
Chairman, President and CEO	2020	199,875		210,000	—	8,550	(3)	418,425

David Clark	2021	242,164	(1)	100,000	—	8,688	(3)	350,852
CFO, Treasurer and Secretary	2020	225,133		118,125	—	8,550	(3)	351,808

John Underkoffler	2021	—		—	—	—		—
Former Director and Former CTO	2020	100,000	(4)	—	—	115,400	(4)	215,400
Pete Hawkes	2021	200,000	(1)	—	372,000	5,769	(3)	577,769
SVP, Design, Product, & Engineering	2020	180,304		—	—	—		180,304

(1) Effective July 1, 2021, the annual salaries for Mr. Holst and Mr. Clark were increased to $295,000 and $260,000, respectively. Effective June 29, 2020, Mr. Hawkes annual salary is $200,000.
(2) These amounts represent the aggregate grant date fair value for awards of stock options for 2021, computed in accordance with FASB ASC Topic 718.
(3) Represents matching contributions under the Company’s 401(k) Plan for Mr. Holst of $8,693 for 2021 and $8,550 for 2020; for Mr. Clark of $8,688 for 2021 and $8,550 for 2020; and $5,769 for Mr. Hawkes for 2021.
(4) Effective May 1, 2020, Mr. Underkoffler was no longer with the Company as an employee and therefore the salary shown herein represents salary earned from January 1, 2020 through May 1, 2020 (Mr. Underkoffler’s annual salary was $300,000). Mr. Underkoffler received a severance payment of $100,000 and COBRA benefits in connection with his separation from the Company pursuant to the terms of a Separation Agreement (which is reflected in the “All Other Compensation” column and is discussed further in “Agreements with Named Executive Officers” below). Effective November 9, 2020, Mr. Underkoffler resigned from the Board of Directors.


		Option Awards			Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)(2)	Market Value of Shares of Stock That Have Not Vested ($)(3)
Peter Holst	1/13/2013	87,500	19.80	1/13/2023	—	—

David Clark	3/25/2013	10,000	15.10	3/25/2023	—	—

Pete Hawkes	10/1/2019	150,000	3.25	6/28/2031	150,000	154,500

John Underkoffler	—	—	—	—	—	—

(1) All stock option awards held by Messers Holst and Clark were fully vested and exercisable as of December 31, 2021; Mr. Hawkes stock option awards were not vested or exercisable.
(2) At December 31, 2021, Mr. Hawkes held 150,000 stock options, which were subject to vesting over a three-year period; 1/3 on June 28, 2022, 1/3 on June 28, 2023, and 1/3 on June 28, 2024.
(3) Calculated on an as-converted basis to common stock at a per share price of $1.03, which was the closing price of our common stock on the Nasdaq Capital Market as of December 31, 2021.


	Common Stock
Name and Address of Beneficial Owners (1)	Amount and Nature of Beneficial Ownership (2)		Percent of Class
Named Executive Officers and Directors:
Peter Holst	413,491	(3)	1.3	%
David Clark	58,933	(4)	0.2	%
Pete Hawkes	13,112	(5)	—	%
James S. Lusk	93,406	(6)	0.3	%
Jason Adelman	646,000	(7)	2.1	%
Matthew Blumberg	—	(8)	—	%
Deborah Meredith	—	(9)	—	%
All directors and executive officers as a group (7 people)	1,224,942		4.0	%

Greater than 5% Owners:
Foundry Group, 700 Front St., Suite 104, Louisville, CO 80027	7,839,509	(10)	25.4	%
StepStone Group LP, 4225 Executive Square, Suite 1600, La Jolla, CA 90237	3,692,661	(11)	12.0	%
Morgan Stanley Investment Management, Inc.,522 5th Avenue, 6th Floor, New York, NY 10036	3,416,345	(12)	11.1	%

(1) Unless otherwise noted, the address of each person listed is c/o Oblong, Inc., 25587 Conifer Road, Suite 105-231, Conifer, CO 80433.
(2) Unless otherwise indicated by footnote, the named persons have sole voting and investment power with respect to the shares of Common Stock beneficially owned.
(3) Includes 325,991 shares of Common Stock and 87,500 shares of Common Stock subject to stock options presently exercisable.
(4) Includes 48,933 shares of Common Stock and 10,000 shares of Common Stock subject to stock options presently exercisable.
(5) Includes 13,112 shares of Common Stock and excludes 150,000 shares of Common Stock subject to stock options not presently exercisable.
(6) Based on ownership information from the Form 4 filed by Mr. Lusk with the SEC on August 20, 2021. Includes 54,502 shares of Common Stock, 10,000 shares of Common Stock subject to stock options presently exercisable, and 28,904 shares of Common Stock issuable from vested RSUs (for which the shares of Common Stock have not yet been delivered in accordance with the terms of these RSUs).
(7) Based on ownership information from the Form 4 filed by Mr. Adelman with the SEC on August 20, 2021. Mr. Adelman beneficially owns 646,000 shares of Common Stock, of which 569,500 shares are held directly by Mr. Adelman and 76,500 shares are held in a retirement plan.
(8) Based on ownership information from the Form 3 filed by Mr. Blumberg with the SEC on August 25, 2021.
(9) Based on ownership information from the Form 3 filed by Ms. Meredith with the SEC on August 25, 2021.
(10) Based on ownership information from an amendment to Schedule 13D filed on February 22, 2021.
(11) Based on ownership information from an amendment to Schedule 13G/A filed on February 11, 2022.
(12) Based on ownership information from a Schedule 13G filed on February 11, 2022.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Stock Options (a)	Weighted Average Exercise Price of Outstanding Stock Options (b)		Number of Securities to be Issued Upon Vesting of Outstanding Restricted Stock Units (*) (c)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Columns (a) & (c))
Equity compensation plans approved by security holders	407,500	$	7.57	—	2,513,500


	December 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash	$	8,939	$	5,058
Current portion of restricted cash	61		158
Accounts receivable, net	849		3,166
Inventory	1,821		920
Prepaid expenses and other current assets	1,081		691
Total current assets	12,751		9,993
Property and equipment, net	159		573
Goodwill	7,367		7,367
Intangibles, net	7,562		10,140
Operating lease, right-of-use assets	659		903
Other assets	109		167
Total assets	$	28,607	$	29,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt, net of debt discount	$	—	$	2,014
Accounts payable	259		313
Accrued expenses and other current liabilities	959		1,201
Current portion deferred revenue	783		1,217
Operating lease liabilities, current	492		830



Total current liabilities	2,493		5,575
Long-term liabilities:

Long-term debt, net of current portion and net of debt discount	—		403
Operating lease liabilities, net of current portion	236		602
Deferred revenue, net of current portion	381		506

Total long-term liabilities	617		1,511
Total liabilities	3,110		7,086
Commitments and contingencies (see Note 15)
Stockholders’ equity:
Preferred stock Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized, no shares issued and outstanding as of December 31, 2021, and 45 shares issued and outstanding, and liquidation preference of $338, at December 31, 2020	—		—


	Year Ended December 31,
	2021		2020
Revenues	$	7,739	$	15,333
Cost of revenues (exclusive of depreciation and amortization)	5,021		7,280
Gross profit	2,718		8,053
Operating expenses:
Research and development	2,913		3,711
Sales and marketing	2,195		3,392
General and administrative	6,363		6,724
Impairment charges	305		1,150
Depreciation and amortization	2,736		3,140
Total operating expenses	14,512		18,117
Loss from operations	(11,794)		(10,064)
Interest and other (income) expense:
Interest expense and other, net	22		352
Gain on extinguishment of debt	(2,448)		(3,117)

Other income	(227)		—
Foreign exchange loss	—		19
Interest and other (income) expense, net	(2,653)		(2,746)
Loss before income taxes	(9,141)		(7,318)
Income tax (benefit) expense	(90)		103
Net loss	$	(9,051)	$	(7,421)
Preferred stock dividends	1		17
Undeclared dividends	366		788
Conversion inducement	300		—
Warrant modification	37		—
Net loss attributable to common stockholders	$	(9,755)	$	(8,226)

Net loss attributable to common stockholders per share:
Basic and diluted net loss per share	$	(0.37)	$	(1.48)


Weighted-average number of common shares:
Basic and diluted	26,567		5,547


	Year Ended December 31,
	2021		2020
Cash flows from Operating Activities:
Net loss	$	(9,051)	$	(7,421)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,736		3,140
Bad debt expense	321		168
Amortization of debt discount	—		56
Right-of-use assets	495		1,001
Stock-based compensation	597		198
Stock-based expense for services	390		58
Gain on extinguishment of lease liability	(227)		—
Gain on extinguishment of debt	(2,448)		(3,117)
Impairment charges - property and equipment	98		144
Impairment charges - intangible assets	207		—
Impairment charges - right-of use assets	—		465
Impairment charges - goodwill	—		541
Changes in assets and liabilities:
Accounts receivable	1,996		(792)
Prepaid expenses and other current assets	(390)		273
Inventory	(901)		820
Other assets	(3)		(35)
Accounts payable	(54)		(335)
Accrued expenses and other current liabilities	(19)		(415)
Deferred revenue	(559)		(178)
Operating lease liability	(920)		(1,134)
Other long-term liabilities	—		(3)
Net cash used in operating activities	(7,732)		(6,566)
Cash flows from Investing Activities:
Proceeds on sale of equipment	1		7
Purchases of property and equipment	(50)		(38)
Net cash used in investing activities	(49)		(31)
Cash flows from Financing Activities:
Principal payments under borrowing arrangement	—		(2,500)
Proceeds from issuance of common stock, net of offering costs	11,504		7,371
Proceeds from PPP Loan	—		2,417
Shares withheld to cover tax liability	—		(16)
Net cash provided by financing activities	11,504		7,272


Reconciliation of cash and restricted cash
Cash	$	8,939	$	5,058
Current portion of restricted cash	61		158
Restricted cash included in other assets, net of current portion	—		61
Total cash and restricted cash	$	9,000	$	5,277

Non-cash investing and financing activities:
Issuance of preferred stock in exchange for accrued dividends	$	—	$	99
New operating lease agreement	$	60	$	—
Modification of operating lease agreement	$	192	$	—
Transfer of assets from inventory to property and equipment	$	—	$	78
Accrued preferred stock dividends	$	1	$	17
Inducement to convert Series A-2 Preferred Stock to common	$	300	$	—
Common stock issued for conversion of preferred stock	$	2	$	—
Warrant modification	$	37	$	—


			Page
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets at December 31, 2021 and 2020			F-3
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020			F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020			F-6
Notes to Consolidated Financial Statements			F-8


Exhibit Number						Description
2.1						Agreement and Plan of Merger dated August 12, 2012 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Agreement and Plan of Merger dated August 12, 2012 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 13, 2012, and incorporated herein by reference). and Exchange Commission (“SEC”) on August 13, 2012, and incorporated herein by reference).
2.2†						Agreement and Plan of Merger, dated December 20, 2018, by and among the Registrant, Glowpoint Merger Sub, Inc. and SharedLabs, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 27, 2018, and incorporated herein by reference).
2.3						Mutual Termination Agreement, dated April 28, 2019, by and among the Registrant, Glowpoint Merger Sub Inc., and SharedLabs, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2019, and incorporated herein by reference).
2.4†						Agreement and Plan of Merger, dated September 12, 2019, by and among the Registrant, Oblong Industries, Inc. and Glowpoint Merger Sub II, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2019, and incorporated herein by reference).
2.5						Amendment to Agreement and Plan of Merger, dated October 1, 2019, by and among the Registrant, Oblong Industries, Inc. and Glowpoint Merger Sub II, Inc. (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
3.1						Amended and Restated Certificate of Incorporation (filed as Appendix D to View Tech, Inc.’s Registration Statement on Form S-4 (File No. 333-95145) filed with the SEC on January 21, 2000, and incorporated herein by reference).
3.2						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Wire One Technologies, Inc. changing its name to “Glowpoint, Inc.” (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2004, and incorporated herein by reference).
3.3						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant increasing its authorized common stock to 150,000,000 shares from 100,000,000 shares (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2007, and incorporated herein by reference).
3.4						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant effecting a one-for-four reverse stock split of the common stock of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 13, 2011, and incorporated herein by reference).
3.5						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant effecting a one-for-ten reverse stock split of the common stock of the Registrant (filed as Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2019, and incorporated herein by reference).
3.6						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, changing its name to “Oblong, Inc.” (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2020, and incorporated herein by reference).
3.7						Amended and Restated By-laws (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2011, and incorporated herein by reference).
4.1						Specimen Common Stock Certificate (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on June 6, 2007, and incorporated herein by reference).
4.2						Certificate of Designations, Preferences and Rights of Series D Preferred Stock (filed as Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2007, and incorporated herein by reference).
4.3						Certificate of Designations, Preferences and Rights of Series A-2 Preferred Stock of the Registrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2009, and incorporated herein by reference).
4.4						Certificate of Designations, Preferences and Rights of Perpetual Series B Preferred Stock of the Registrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2010, and incorporated herein by reference).
4.5						Certificate of Designations, Preferences and Rights of Perpetual Series B-1 Preferred Stock of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 9, 2011, and incorporated herein by reference).
4.6						Warrant to Purchase Shares of Common Stock, by and between the Registrant and Super G Capital, LLC, dated July 31, 2017 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2017, and incorporated herein by reference).


4.7						Certificate of Designations of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series B Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2017, and incorporated herein by reference).
4.8						Certificate of Designations of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series C Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 25, 2018, and incorporated herein by reference).
4.9						Certificate of Designations of the 6.0% Series D Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
4.10						Certificate of Designations of the 6.0% Series E Convertible Preferred Stock (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
4.11						Warrant to Purchase Shares of Common Stock, by and between the Registrant and Silicon Valley Bank, dated October 1, 2019 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
4.12						Default Waiver and First Amendment to Second Amended and Restated Loan and Security Agreement, dated June 26, 2020, by and among by and among Oblong, Inc., Oblong Industries, Inc., and GP Communications, LLC, as borrowers, and Silicon Valley Bank as lender (filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020, and incorporated herein by reference).
4.13						Agreement, dated October 20, 2020, by and among Oblong, Inc., Oblong Industries, Inc., GP Communications LLC, and Silicon Valley Bank (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020, and incorporated herein by reference).
4.14						Form of Series A Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 28, 2021, and incorporated herein by reference).
4.15						Form of Series B Common Stock Purchase Warrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 28, 2021, and incorporated herein by reference).
4.16						Form of Amendment to Series A Warrants (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 3, 2022, and incorporated herein by reference).
10.1#						Glowpoint, Inc. 2000 Stock Incentive Plan (filed as Exhibit 4.9 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2000, and incorporated herein by reference).
10.2#						Glowpoint, Inc. 2007 Stock Incentive Plan, as amended through June 1, 2011 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2011, and incorporated herein by reference).
10.3#						Form of Stock Option Award Agreement (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 15, 2012, and incorporated herein by reference).
10.4#						Form of Restricted Stock Award Agreement (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 15, 2012, and incorporated herein by reference).
10.5#						Glowpoint, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2014, and incorporated herein by reference).
10.6#						2015 Form of Performance-Vested Restricted Stock Unit Agreement (Executive Officers) (filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2015, and incorporated herein by reference).
10.7#						2015 Form of Performance-Vested Restricted Stock Unit Agreement (Employees) (filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2015, and incorporated herein by reference).
10.8#						2016 Form of Performance-Vested Restricted Stock Unit Agreement (Executive Officers) (filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2017, and incorporated herein by reference).
10.9#						2016 Form of Performance-Vested Restricted Stock Unit Agreement (Employees) (filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2017, and incorporated herein by reference).
10.10#						Form of Time-Vested Restricted Stock Unit Agreement (Executive Officers) (filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2015, and incorporated herein by reference).
10.11#						Form of Time-Vested Restricted Stock Unit Agreement (Employees) (filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2015, and incorporated herein by reference).
10.12#						Form of Restricted Stock Grant Agreement (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2017, and incorporated herein by reference).


10.13#						Form of Director Restricted Stock Unit Agreement (filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2015, and incorporated herein by reference).
10.14						Registration Rights Agreement, dated August 9, 2013, by and between the Registrant and GP Investment Holdings, LLC (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2013, and incorporated herein by reference).
10.15#						Severance and Release Agreement between the Registrant and Scott Zumbahlen, dated February 9, 2015 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2015, and incorporated herein by reference).
10.16#						Severance and Release Agreement by and between the Registrant and Gary Iles dated June 10, 2016 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2016, and incorporated herein by reference).
10.17#						Form of Retention Bonus Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2016, and incorporated herein by reference).
10.18#						Form of Indemnification Agreement for directors and officers (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2014, and incorporated herein by reference).
10.19						Business Financing Agreement, by and among the Registrant, GP Communications, LLC and Western Alliance Bank, dated July 31, 2017 (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2017, and incorporated herein by reference).
10.20						Business Loan and Security Agreement, by and among the Registrant and Super G Capital, LLC, dated July 31, 2017 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2017, and incorporated herein by reference).
10.21						Form of Securities Purchase Agreement, dated October 23, 2017 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2017, and incorporated herein by reference).
10.22						Form of Securities Purchase Agreement, dated January 22, 2018 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2018, and incorporated herein by reference).
10.23						Business Financing Modification Agreement, by and among the Registrant, GP Communications, LLC and Western Alliance Bank, dated January 18, 2018 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2018, and incorporated herein by reference).
10.24						Business Financing Modification Agreement, by and among the Registrant, GP Communications, LLC and Western Alliance Bank, dated March 5, 2018 (filed as Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2018, and incorporated herein by reference).
10.25#						First Amendment to the Glowpoint, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2018, and incorporated herein by reference).
10.26						Representation Agreement, dated July 19, 2019, by and among the Registrant and the Stockholders named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019, and incorporated herein by reference).
10.27#						Second Amended and Restated Employment Agreement, by and between the Registrant and Peter Holst, dated July 19, 2019 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019, and incorporated herein by reference).
10.28#						Amended and Restated Employment Agreement, by and between the Registrant and David Clark, dated July 19, 2019 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2019, and incorporated herein by reference).
10.29						Series E Preferred Stock Purchase Agreement, dated October 1, 2019, by and among the Registrant and the Purchasers party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
10.30						Registration Rights Agreement, dated October 1, 2019, by and among the Registrant and the Purchasers party thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
10.31						Second Amended and Restated Loan and Security Agreement, dated October 1, 2019, by and among the Registrant, Oblong Industries, Inc., and Silicon Valley Bank (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 7, 2019, and incorporated herein by reference).
10.32#						Glowpoint, Inc. 2019 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2019, and incorporated herein by reference).
10.33						Promissory Note, dated April 10, 2020, by the Registrant in favor of MidFirst Bank (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 16, 2020, and incorporated herein by reference).
10.34						Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020, and incorporated herein by reference).


10.35						Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020, and incorporated herein by reference).
10.36						Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 28, 2021, and incorporated herein by reference).
21.1*						Subsidiaries of the Registrant.
23.1*						Consent of Independent Registered Public Accounting Firm-EisnerAmper LLP.
24.1						Power of Attorney (included in the signature page hereto)
31.1*						Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2*						Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1**						Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer.
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
101.LAB						XBRL Taxonomy Extension Label Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase


			OBLONG, INC.

			By:			/s/ Peter Holst
						Peter Holst
						Chief Executive Officer and President


/s/ Peter Holst						President and Chief Executive Officer
Peter Holst


/s/ David Clark						Chief Financial Officer (Principal Financial and Accounting Officer)
David Clark


	Series A-2 Preferred Stock			Series C Preferred Stock		Series D Preferred Stock			Series E Preferred Stock			Common Stock			Treasury Stock
	Shares	Amount			Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2019	32	$	—		475	$	—	1,734.901	$	—	131.579	$	—	5,267	$	1	105	$	(165)	$	207,383	$	(185,434)	$	21,785
Net loss	—	—			—	—		—	—		—	—		—	—		—	—		—		(7,421)		(7,421)
Stock-based compensation	—	—			—	—		—	—		—	—		8	—		—	—		198		—		198
Issuance of preferred stock for accrued dividends	13	—			—	—		—	—		—	—		—	—		—	—		99		—		99
Forfeiture of preferred stock	—	—			—	—		(28,618)	—		—	—		—	—		—	—		—		—		—
Preferred stock conversion	—	—			(475)	—		—	—		—	—		158	—		—	—		—		—		—
Preferred stock dividends	—	—			—	—		—	—		—	—		—	—		—	—		(17)		—		(17)
Issuance of stock on vested restricted stock units	—	—			—	—		—	—		—	—		23	—		8	(16)		—		—		(16)
Series D exchanged for taxes	—	—			—	—		(8.325)	—		—	—		—	—		—	—		—		—		—
Forfeiture of restricted stock agreement	—	—			—	—		—	—		—	—		(9)	—		—	—		—		—		—
Issuance of common shares from financing, net of offering costs	—	—			—	—		—	—		—	—		2,293	—		—	—		7,371		—		7,371
Issuance of common shares from warrant exercise	—	—			—	—		—	—		—	—		72	—		—	—		—		—		—
Issuance of shares for professional service fees	—	—			—	—		—	—		—	—		50	—		—	—		58		—		58



Balance at December 31, 2020	45	—			—	—		1,697,958	—		131,579	—		7,862	1		113	(181)		215,092		(192,855)		22,057
Net loss	—	—			—	—		—	—		—	—		—	—		—	—		—		(9,051)		(9,051)
Stock-based compensation	—	—			—	—		—	—		—	—		—	—		—	—		597		—		597
Series D & E Preferred Stock conversion	—	—			—	—		(1,697,022)	—		(131,579)	—		18,762	2		—	—		(2)		—		—
Forfeiture of Series D Stock	—	—			—	—		(81)	—		—	—		—	—		—	—		—		—		—
Series D shares exchanged for tax	—	—			—	—		(855)	—		—	—		—	—		—	—		—		—		—
Series A2 Preferred Stock conversion	(45)	—			—	—		—	—		—	—		84	—		—	—		—		—		—
Issuance of stock for services	—	—			—	—		—	—		—	—		21	—		—	—		390		—		390
Issuance of shares from financing, net of issuance costs	—	—			—	—		—	—		—	—		4,000	—		—	—		11,504		—		11,504
Issuance of stock on vested restricted stock units	—	—			—	—		—	—		—	—		200	—		—	—		—		—		—

Balance at December 31, 2021	—	$	—		—	$	—	—	$	—	—	$	—	30,929	$	3	113	$	(181)	$	227,581	$	(201,906)	$	25,497


	December 31,
	2021		2020
Prepaid expenses	$	340	$	663

Other current assets	480		28
Prepaid software licenses	261		—



Prepaid expenses and other current assets	$	1,081	$	691


	December 31,				Estimated Useful Life
	2021		2020
Network equipment and software	$	4,665	$	4,957	3 to 5 Years
Computer equipment and software	5,070		$	5,686	3 to 5 Years
Leasehold improvements	690		$	741	(*)
Office furniture and equipment	92		$	175	3 to 10 Years
	10,517		11,559
Accumulated depreciation and amortization	(10,358)		(10,986)
Property and equipment, net	$	159	$	573


	As of December 31, 2021						As of December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Managed Services

Affiliate network	$	994	$	(994)	$	—	$	994	$	(735)	$	259
Trademarks	548		(548)		—		548		(548)		—
Subtotal	1,542		(1,542)		—		1,542		(1,283)		259

Collaboration Products
Developed technology	10,060		(4,537)		5,523		10,060		(2,520)		7,540
Trade names	2,410		(542)		1,868		2,410		(302)		2,108
Distributor relationships	310		(139)		171		310		(77)		233
Subtotal	12,780		(5,218)		7,562		12,780		(2,899)		9,881
Total	$	14,322	$	(6,760)	$	7,562	$	14,322	$	(4,182)	$	10,140


Collaboration Products			Life
Developed technology			5 years
Trade names			10 years
Distributor relationships			5 years


2022	$	2,317
2023	2,309
2024	1,792
2025	241
2026	241
Thereafter	662
Total	$	7,562


Year Ending December 31,
2022	$	519
2023	225
2024	17
Total lease payments	$	761
Effect of discounting	(33)
Total lease liability	$	728


	Right-of-Use Asset		Operating Lease Liability
Balance at December 31, 2019	$	3,117	$	3,314
Additions	116		116
Terminations and Modifications	(864)		(860)
Amortizations and Reductions	(1,001)		(1,138)
Impairment Charges	(465)		—
Balance at December 31, 2020	903		1,432
Additions	60		60
Terminations and Modifications	192		156
Amortizations and Reductions	(496)		(920)

Balance at December 31, 2021	$	659	$	728









Issued Shares as of December 31, 2019						5,267

Less Treasury Shares:						105

Outstanding Shares as of December 31, 2019						5,162

Issuances from Private Placements						2,293
Issuances from Preferred Stock Conversions						158
Issuances related to Warrants						72
Issuances related to Stock Compensation						31
Forfeitures of Restricted Stock Awards						(9)
Issuance of shares for fees						50
Issued Shares as of December 31, 2020						7,862

Less Treasury Shares:						113

Outstanding Shares as of December 31, 2020						7,749

Issuances from Private Placements						4,000
Issuances from Preferred Stock Conversions						18,846
Issuances related to Stock Compensation						200
Issuance of shares for fees						21
Issued Shares as of December 31, 2021						30,929

Less Treasury Shares:						113

Outstanding Shares as of December 31, 2021						30,816


	Outstanding
	Number of Warrants	Weighted Average Exercise Price





Warrants outstanding and exercisable, December 31, 2019	72,238	0.01
Granted	1,146,500	4.85
Exercised	(72,238)	0.01


Warrants outstanding and exercisable, December 31, 2020	1,146,500	$	4.85
Granted	4,000,000	$	4.30



Warrants outstanding and exercisable, December 31, 2021	5,146,500	$	4.85


	Shares	Value




Treasury Shares as of December 31, 2019	105	$	(165)
Purchases to cover stock compensation taxes	8	$	(16)

Treasury Shares as of December 31, 2020	113	$	(181)
Treasury Shares as of December 31, 2021	113	$	(181)


			June 28, 2021
Risk free interest rate			0.47%
Expected option lives			3 years
Expected volatility			1.36
Estimated forfeiture rate			—
Expected dividend yields			—
Weighted average grant date fair value of options			$2.48