TaoWeave, Inc PRE 14A, filed Oct 21, 2025

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TaoWeave, Inc. (TWAV)

PRE 14A 2025-10-21 For: 2025-10-21

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QUESTIONS AND ANSWERS ABOUT THE OBLONG ANNUAL MEETING	6

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS	11

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	14

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	19

PROPOSAL NO. 2 -- APPROVE AN AMENDMENT TO THE COMPANY'S 2019 EQUITY INCENTIVE PLAN	19

PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27

PROPOSAL NO. 4 -- APPROVE THE COMPANY'S REDOMESTICATION TO THE STATE OF NEVADA BY CONVERSION	29

PROPOSAL NO. 5 -- ADVISORY APPROVAL OF HOW FREQUENTLY THE COMPANY SHOULD CONDUCT AN ADVISORY VOTE ON THE COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS	56

PROPOSAL NO. 6 -- ADVISORY APPROVAL OF EXECUTIVE COMPENSATION	57

PROPOSAL NO. 7 -- ADJOURNMENT PROPOSAL	58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	59

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	61

EXECUTIVE OFFICERS	61

EXECUTIVE COMPENSATION	62

DIRECTOR COMPENSATION	67

EQUITY COMPENSATION PLAN INFORMATION	68

TRANSACTIONS WITH RELATED PERSONS	69

HEDGING POLICY	69

CODE OF CONDUCT AND ETHICS	69

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR	70

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS	70

WHERE YOU CAN FIND MORE INFORMATION	71

OTHER MATTERS	71

ANNEX A - AMENDED AND RESTATED 2019 EQUITY PLAN	A-1

ANNEX B - PLAN OF CONVERSION	B-1

ANNEX C - NEVADA CHARTER	C-1

ANNEX D - NEVADA BYLAWS	D-1

Name	Age	Position with Company
Jason Adelman (1)(2)(3)	56	Director, Chairman of the Audit Committee
Jonathan Schechter (1)(2)(3)(4)	51	Director, Chairman of the Board, Chairman of the Compensation Committee
Peter Holst	56	Director, President, and Chief Executive Officer
Deborah Meredith (1)(2)(3)	66	Director, Chairman of the Nominating Committee

Provision	Delaware	Nevada
Charter Regarding Limitation of Liability	The Delaware Charter provide that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except (a) for any breach of the director's duty of loyalty to the corporation or its stockholders; (b) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; (c) for the payment of unlawful dividends, stock repurchases or redemptions; or (d) for any transaction in which the director received an improper personal benefit.	The Nevada Charter provides that, to the fullest extent permitted by the NRS, the liability of directors and officers of the Company shall be eliminated or limited.
Charter Regarding Voting Rights of Preferred Stock	There is no corresponding provision in the Delaware Charter.	The Nevada Charter provides that, except as otherwise required by law, the holders of any series of preferred stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by the Nevada Charter, including the certificate of designation relating to such series of preferred stock.

Removal of Directors	The Delaware Bylaws provide that any director or the entire board may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of a majority of the outstanding capital stock of the Company then entitled to vote generally in the election of directors.	The Nevada Bylaws provide that any director or the entire board may at any time be removed, with or without cause, by the vote, either in person or represented by proxy, of not less than two-thirds of the voting power generally in the election of directors, which is the lowest permitted voting threshold for removal of a director under the NRS.
Bylaws Regarding Proxies	Under the DGCL, no proxy authorized by a stockholder shall be valid after three years from the date of its execution unless the proxy provides for a longer period.	Under the NRS, proxies are valid for six months from the date of creation unless the proxy provides for a longer period of up to seven years.
Bylaws Regarding Indemnification of Directors and Officers	The Delaware Bylaws provide that the Company shall indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred each person who has been successful on the merits or otherwise in the defense of any action, suit or proceeding and each person who (i) a majority of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders, authorizes the indemnification of when that person is a party to or is threatened to be made a party to an action, suit or proceeding, or investigation by reason of the fact that he or she is or was a director, officer, or serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or who was or is a party or is threatened to be made a party of any, threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. However, under the Delaware Bylaws, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.	The Nevada Bylaws provide that the Company shall indemnify, to the fullest extent permitted by the NRS (including, without limitation, NRS 78.7502 and 78.751) as then in effect or as amended from time to time, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred each person who has been successful on the merits or otherwise in the defense of any action, suit or proceeding and each person who (i) a majority of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders, authorizes the indemnification of when that person is a party to or is threatened to be made a party to an action, suit or proceeding, or investigation by reason of the fact that he or she is or was a director, officer, or serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or who was or is a party or is threatened to be made a party of any, threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. However, under the Nevada Bylaws, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.
Bylaws Regarding Virtual Stockholder Meetings	There is no corresponding provision in the Delaware Bylaws.	The Nevada Bylaws provide that any meeting of the stockholders may be held solely by means of remote communications, subject to any limitations in the NRS.
Bylaws Regarding Annual Meetings of Stockholders	The Delaware Bylaws provide that annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and date as shall be designated from time to time by the board.	The Nevada Bylaws provide that annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and date as shall be designated from time to time by the board, and provide that, unless restricted by the Nevada Charter or applicable law, the Board of Directors may postpone, reschedule, or cancel any annual meeting of stockholders.
Bylaws Regarding Quorum	The Delaware Bylaws provide that holders of one-third of the capital stock issued 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.	The Nevada Bylaws provide that one-third of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on any matter, constitutes a quorum for the transaction of business.

	By order of the Board of Directors,

	/s/ David Clark

	David Clark Chief Financial Officer, Treasurer, and Corporate Secretary of Oblong, Inc.

	●	no gain or loss will be recognized by, and no amount will be included in the income of, a holder of the Delaware Common Stock upon the conversion of such Delaware Common Stock into the Nevada Common Stock in connection with the Redomestication;

	●	the aggregate tax basis of the shares of the Nevada Common Stock received by a holder of shares of the Delaware Common Stock in connection with the Redomestication will equal the aggregate tax basis of the shares of the Delaware Common Stock converted into such shares of the Nevada Common Stock; and

	●	the holding period of the shares of the Nevada Common Stock received by a holder of the Delaware Common Stock in connection with the Redomestication will include the holding period of the Delaware Common Stock converted into such shares of the Nevada Common Stock.

	Common Stock
	Amount and Nature of Beneficial				Percent of
Name and Address of Beneficial Owners (1)	Ownership (2)				Class
Named Executive Officers and Directors:
Peter Holst		504	(3	)		0.02	%
David Clark		82	(4	)		0.00	%
Jonathan Schechter		76,351	(5	)		2.34	%
Jason Adelman		10,000	(6	)		0.31	%
Deborah Meredith		—	(7	)		—	%

All current directors, director nominees, and executive officers as a group (5 persons)		86,937				2.66	%
Greater than 5% Owners:
Entities affiliated with Iroquois Capital Investment Group LLC		320,400	(8	)		9.99	%
Jon Matthew Hall		233,415	(9	)		7.28	%

	(4)	Includes 82 shares of Common Stock.
	(5)	Based on ownership information from the Form 4 filed by Mr. Schechter with the SEC on September 17, 2025. Represents 15,000 shares of Common Stock and 61,351 warrants to purchase shares of Common Stock with an exercise price of $3.41 per share. The warrants expire on September 30, 2028.

	(8)	Based on ownership information from Schedule 13-G filed by Iroquois Capital Investment Group LLC on June 17, 2025. These entities' ownership of Company securities includes i) pre-funded warrants held directly by Iroquois Master Fund Ltd. ("IMF") that are exercisable for an aggregate of up to 185,677 shares of Common Stock and pre-funded warrants held directly by Iroquois Capital Investment Group LLC ("ICIG") that are exercisable for an aggregate of up to 358,090 shares of Common stock (collectively the "Pre-Funded Warrants") all of which are subject to a 9.99% beneficial ownership blocker; and ii) warrants held directly by IMF that are exercisable for an aggregate of up to 194,340 shares of Common Stock and warrants directly held by ICIG that are exercisable for an aggregate of up to 377,674 shares of Common Stock, all of which are subject to a 4.99% beneficial ownership blocker. The address of Iroquois Capital Investment Group LLC is 2 Overhill Road, Scarsdale, NY 10583.
	(9)	Based on ownership information from Schedule 13G/A filed by Jon Matthew Hall on August 7, 2025. The Address of John Matthew Hall is 6722 Hensley Ct. Newburgh, IN 47630.

Name	Age	Position
Peter Holst	56	Chairman, President, and Chief Executive Officer
David Clark	56	Chief Financial Officer, Treasurer, and Corporate Secretary

Name and Principal Positions	Year	Salary (1) ($)		Bonus ($)		Stock Awards ($)		All Other (2) ($)		Total ($)
Peter Holst	2024		295,000		197,000		—		10,000		502,000
Director, President, and CEO	2023		295,000		394,000		—		10,000		699,000
David Clark	2024		260,000		87,000		—		10,000		357,000
CFO, Treasurer, and Secretary	2023		260,000		173,000		—		10,000		443,000

(a)	(b) Summary Comp Table Total for PEO		(c) Comp. Actually Paid to PEO		(d) Average Summary Comp. Table for Non-PEO NEOs		(e) Average Comp. Actually Paid to Non-PEO NEOs		(f) Value of Initial Fixed $100 Investment Based On Total Shareholder Return		(g) Net
Year	($)(1)		($)(2)		($)(3)		($) (4)		($) (5)		Income (Loss)
2022	$	451,000	$	451,000	$	210,000	$	135,000	$	2.29	$	(21,841,000	)
2023	$	699,000	$	699,000	$	443,000	$	443,000	$	0.26	$	(4,384,000	)
2024	$	502,000	$	502,000	$	357,000	$	357,000	$	0.63	$	(4,043,000	)

Name	Fees Earned or Paid in Cash		Stock Awards	Total Fees
Jason Adelman (1)	$	29,000	None	$	29,000
Deborah Meredith	$	29,585	None	$	29,585
Jonathan Schechter	$	31,778	None	$	31,778
Robert Weinstein (2)	$	33,000	None	$	33,000

	(1)	Mr. Adelman was appointed Chairman of the Audit Committee, effective September 10, 2025, upon the resignation of Mr. Weinstein.
	(2)	Mr. Weinstein resigned as a director of the Company, effective on September 10, 2025.


VII.	TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

A.	The Delaware Corporation was incorporated on [ ].

B.	Upon the terms and subject to the conditions set forth in this Plan, and in accordance with Section 266 of the DGCL and NRS 92A.195, the Delaware Corporation will be converted to a Nevada Corporation.

C.	The Board of Directors of the Delaware Corporation (the “Board”) has (i) determined that the Conversion (as defined below) is advisable and in the best interests of the Delaware Corporation and its stockholders and recommended the approval of the Conversion by the stockholders of the Delaware Corporation and (ii) approved and adopted this Plan, the Conversion, and the other documents and transactions contemplated by this Plan, including the Articles of Incorporation and the Bylaws of the Nevada Corporation, the Delaware Certificate of Conversion and the Nevada Articles of Conversion (as each is defined below).

D.	The stockholders of the Delaware Corporation have approved and adopted this Plan, the Conversion, and the other documents and transactions contemplated by this Plan.

E.	In connection with the Conversion, at the Effective Time (as hereinafter defined), each share of common stock, par value $0.0001 per share (the “Delaware Common Stock”) of the Delaware Corporation issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.0001 per share (the “Nevada Common Stock”) of the Nevada Corporation.

F.	The mode of carrying out the Conversion into effect shall be as described in this Plan.

				Aggregate Stated Value of such Preferred Shares to be converted:

				Aggregate accrued and unpaid Dividends with respect to such Preferred Shares, accrued and unpaid Late Charges with respect to such Preferred Shares and such Aggregate Dividends and Late Charges to be converted:

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