TWAV 8-K
TaoWeave, Inc. (TWAV)
8-K
2023-10-10
For: 2023-10-06
View Original
Added on
April 06, 2026
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 6, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of Incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, zip code) | ||||||||
( (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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
As reported on the Current Report on Form 8-K, filed on April 3, 2023, on March 30, 2023, Oblong, Inc. (“we” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement transaction (i) 6,550 shares of our newly designated Series F convertible preferred stock, $0.0001 par value per share (the “Preferred Stock”), convertible into shares of our common stock, par value $0.0001 per share (“Common Stock”), (ii) preferred warrants to acquire shares of Preferred Stock and (iii) common warrants (“Common Warrants”), to acquire shares of Common Stock. The terms of the Preferred Stock are as set forth in the Certificate of Designations of Series F Preferred Stock of Oblong, Inc. (the “Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on March 31, 2023.
The Certificate of Designations and the Common Warrants set forth mechanisms for adjustment of the conversion or exercise price of the Preferred Stock and the Common Warrants, respectively. On October 6, 2023, the Company and Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792 (the “Waiver”). Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). Notwithstanding anything to the contrary in the Common Warrants, the “Exercise Price” as set forth in the Common Warrant shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated herein by reference in its entirety.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above in Item 1.01 of this Current Report on Form 8-K, including Exhibit 10.1 hereto, is incorporated herein by reference in its entirety.
Item 8.01 Other Information
As reported on the Company’s Current Report on Form 8-K, filed on October 4, 2023, the Company had 4,913,260 shares of common stock issued and outstanding and 4,937 shares of Series F Convertible Preferred Stock issued and outstanding. As of October 6, 2023, the Company had 6,014,281 shares of common stock issued and outstanding and 4,670 shares of Series F Convertible Preferred Stock issued and outstanding. From October 4, 2023 through October 6, 2023, the Company has issued 1,101,021 shares of common stock pursuant to conversions of its Series F Convertible Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||||||||
10.1 | ||||||||||||||
| 104 | ||||||||||||||
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 10, 2023 By: /s/ Peter Holst
Name: Peter Holst
Title: President & CEO
EXHIBIT 10.1
WAIVER
Reference is hereby made to that certain (i) Securities Purchase Agreement dated as of March 30, 2023 among Oblong, Inc. (the “Company”) and the investors (the “Investors”) named therein (the “Purchase Agreement”), (ii) Certificate of Designations (the “Certificate of Designations”) of the Company’s Series F Preferred Stock (the “Preferred Stock”) effective as of March 31, 2023, and (iii) Warrants to Purchase the Company’s Common Stock dated March 31, 2023 (the “Common Warrants” and together with the Certificate of Designations, the “Transaction Documents”) . Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
WHEREAS, the Certificate of Designations and the Common Warrants set forth mechanisms for adjustment of the conversion or exercise price of the Preferred Stock and the Common Warrants, respectively;
WHEREAS, Company and the Investors desire to waive any and all provisions, terms, covenants and obligations (“Pricing Terms”) in the Transaction Documents to the extent such Pricing Terms permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792;
WHEREAS, each of the Transaction Documents and any provision thereof may be amended or waived by the consent of the Required Holders; and
WHEREAS, the undersigned Investors constitute the Required Holders under the Transaction Documents.
RESOLVED, the Company and the Required Holders hereby agree to waive the Pricing Terms, as set forth below:
1.Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).
2.Notwithstanding anything to the contrary in the Common Warrants, the “Exercise Price” as set forth in the Common Warrant shall in no event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (together with Section 1, the “Waivers”).
3.If an amendment to the Company’s certificate of incorporation, as amended, is later deemed necessary to effect any Waiver, the Company agrees to take all action necessary to effect such amendment.
4.This agreement supersedes all other prior or written agreements between the Company and the Investors with respect to the Waivers.
[Signature Page Follows]
In Witness Whereof, the undersigned hereby consents to the matters described above, as of the date set forth below.
INVESTORS:
Iroquois Master Fund Ltd.
By: _/s/ Richard Abbe___________
Name: Richard Abbe
Title: GP
Date: __10/6/2023______________
Iroquois Capital Investment Group LLC
By: _/s/ Richard Abbe___________
Name: Richard Abbe
Title: GP
Date: __10/6/2023______________
The Hewlett Fund, LP
By: __/s/ Martin Chopp__________
Name: Martin Chopp
Title: General Partner
Date: __10/6/2023______________
SIGNATURE PAGE TO THE WAIVER
ACKNOWLEDGED BY:
COMPANY:
Oblong, Inc.
By: _/s/ Peter Holst_____________
Name: Peter Holst
Title: CEO
Date: __10/6/2023______________
SIGNATURE PAGE TO WAIVER