TaoWeave, Inc 10-Q for FY2025 Q1
TaoWeave, Inc. (TWAV)
About this 10-Q
TaoWeave, Inc filed this 10-Q on May 13, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $622K
- down 0.6% from $626K a year earlier
- Net loss
- $672K
- compared with a net loss of $1.14M a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
or
Commission file number:
OBLONG, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, including Zip Code)
(
(Registrant’s Telephone Number, including Area Code)
(Former name, former address, and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| | Smaller reporting company |
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
The number of shares outstanding of the registrant’s common stock as of May 12, 2025, was
Index
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Report”) contains statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and its rules and regulations (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, and its rules and regulations (the “Exchange Act”). These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of Oblong, Inc. (“Oblong” or “we” or “us” or the “Company”). All statements other than statements of current or historical fact contained in this Report, including statements regarding Oblong’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to Oblong, are intended to identify forward-looking statements. These statements are based on Oblong’s current plans, and Oblong’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Report may turn out to be inaccurate. Oblong has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and assumptions. There are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors that are discussed under the section entitled “Part I. Item 1A. Risk Factors” and in our consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2024, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2025, as well as under “Part II. Item 1A. Risk Factors” in this report. Oblong undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to Oblong or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Report. Forward-looking statements in this Report include, among other things: opportunities for and benefits of potential strategic alternatives; our expectations and estimates relating to customer attrition, demand for our product offerings, sales cycles, future revenues, expenses, capital expenditures and cash flows; evolution of our customer solutions and our service platforms; our ability to fund operations and continue as a going concern; our liquidity projection; expectations regarding adjustments to our cost of revenue and other operating expenses; our ability to finance investments in product development and sales and marketing; the future exercise of warrants; our ability to raise capital through sales of additional equity or debt securities and/or loans from financial institutions; our beliefs about the ongoing performance of our Managed Service business; statements relating to market need and evolution of the industry, our solutions and our service platforms; and the adequacy of our internal controls. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:
| • |
our ability to raise capital in one or more debt and/or equity offerings in order to fund operations or any growth initiatives, and our ability to continue as a going concern; |
| • |
the impact of conversions of our Series F Preferred Stock to Common Stock, exercises of the Series F Preferred Stock warrants and Common Warrants, and sales of the underlying conversion shares; |
| • |
customer acceptance and demand for our video collaboration services and network applications; |
| • |
our ability to launch new products and offerings and to sell our solutions; |
| • |
our ability to compete effectively in the video collaboration services and network services businesses; |
| • |
the ongoing performance of our Managed Services business; |
| • |
our ability to maintain and protect our proprietary rights; |
| • |
actions by our competitors, including price reductions for their competitive services; |
| • |
the quality and reliability of our products and services; |
| • |
the prices for our products and services and changes to our pricing model; |
| • |
our ability to grow revenue; |
| • |
customer renewal and retention rates; |
| • |
the continued impact from the aftermath of the coronavirus pandemic on our revenue and results of operations; |
| • |
risks related to the concentration of our customers and the degree to which our sales, now or in the future, depend on certain large client relationships; |
| • |
increases in material, labor, or other manufacturing-related costs; |
| • |
our ability to attract and retain highly skilled personnel; |
| • |
our reliance on open-source software and technology; |
| • | use of cash related to potential repurchases under our Stock Repurchase Program; |
| • |
our ability to innovate technologically, and, in particular, our ability to develop next-generation Oblong technology; |
| • |
the costs, disruption, and diversion of management’s attention associated with campaigns commenced by activist investors; and |
| • |
our management’s ability to execute its plans, strategies, and objectives for future operations. |
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares, par value, and stated value)
| March 31, 2025 | December 31, 2024 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Accounts receivable, net | ||||||
| Prepaid expenses and other current assets | ||||||
| Total current assets | ||||||
| Other assets | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | $ | ||||
| Accrued expenses and other current liabilities | ||||||
| Deferred revenue | ||||||
| Total current liabilities | ||||||
| Total liabilities | ||||||
| Commitments and contingencies (see Note 8) | ||||||
| Stockholders’ equity: | ||||||
| Preferred stock Series F, convertible; $ par value; $ stated value; shares authorized, shares issued and outstanding as of March 31, 2025, and December 31, 2024 | ||||||
| Common stock; $ par value; shares authorized, and shares issued and outstanding as of March 31, 2025, respectively, and and shares issued and outstanding as of December 31, 2024, respectively | ||||||
| Treasury Stock, common shares | ( | ) | ( | ) | ||
| Additional paid-in capital | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||
| Total stockholders’ equity | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Revenue |
$ | $ | ||||||
| Cost of revenue |
||||||||
| Gross profit |
( |
) | ||||||
| Operating expenses: |
||||||||
| Research and development |
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| Sales and marketing |
||||||||
| General and administrative |
||||||||
| Total operating expenses |
||||||||
| Operating loss |
( |
) | ( |
) | ||||
| Interest income, net |
( |
) | ( |
) | ||||
| Loss before income taxes |
( |
) | ( |
) | ||||
| Income tax expense |
||||||||
| Net loss |
( |
) | ( |
) | ||||
| Preferred stock dividends |
||||||||
| Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | ||
| Net loss attributable to common stockholders per share: |
||||||||
| Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
| Weighted-average number of shares of common stock: |
||||||||
| Basic and diluted |
||||||||
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Three Months Ended
(In thousands, except shares data)
(Unaudited)
| Series F Preferred Stock |
Common Stock |
Treasury Stock |
||||||||||||||||||||||||||||||||||
| Additional |
Accumulated |
|||||||||||||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Paid-In Capital |
Deficit |
Total |
||||||||||||||||||||||||||||
| Balance on December 31, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||
| Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Common warrant exercise, net of fees |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Series F Preferred Stock dividends |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Balance on March 31, 2025 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
OBLONG, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Three Months Ended
(In thousands, except shares data)
(Unaudited)
| Series F Preferred Stock |
Common Stock |
Treasury Stock |
||||||||||||||||||||||||||||||||||
| Additional |
Accumulated |
|||||||||||||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Paid-In Capital |
Deficit |
Total |
||||||||||||||||||||||||||||
| Balance on December 31, 2023 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||
| Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Stock-based compensation |
||||||||||||||||||||||||||||||||||||
| Series F Preferred Stock conversions |
( |
) | ||||||||||||||||||||||||||||||||||
| Series F Preferred Stock dividends |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Balance on March 31, 2024 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Bad debt (recovery) expense |
( |
) | ||||||
| Non-cash lease expense from right-of-use asset |
||||||||
| Stock-based compensation |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
||||||||
| Inventory |
||||||||
| Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
| Other assets |
||||||||
| Accounts payable |
( |
) | ||||||
| Accrued expenses and other current liabilities |
||||||||
| Deferred revenue |
( |
) | ||||||
| Lease liabilities |
( |
) | ||||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Net proceeds from exercise of common stock warrants |
||||||||
| Net cash provided by financing activities |
||||||||
| Decrease in cash |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental disclosures of cash flow information: |
||||||||
| Reconciliation of cash and cash equivalents |
||||||||
| Cash |
$ | $ | ||||||
| Current certificates of deposit |
$ | $ | ||||||
| Total cash and cash equivalents |
$ | $ | ||||||
| Cash paid during the period for interest |
$ | $ | ||||||
| Non-cash investing and financing activities: |
||||||||
| Preferred stock dividends |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 1 - Business Description and Significant Accounting Policies
Business Description
Oblong, Inc. (“Oblong” or “we” or “us” or the “Company”) was formed as a Delaware corporation in May 2000 and provides patented multi-stream collaboration technologies and managed services for video collaboration and network applications.
Basis of Presentation
The Company’s fiscal year ends on December 31 of each calendar year. The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on substantially the same basis as our annual Consolidated Financial Statements for the fiscal year ended December 31, 2024. In the opinion of the Company’s management, these interim Condensed Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of our financial position, results of operations, and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
The December 31, 2024 Condensed Consolidated Balance Sheet data in this document was derived from audited consolidated financial statements. The Condensed Consolidated Financial Statements and notes included in this quarterly report on Form 10-Q do not include all disclosures required by U.S. generally accepted accounting principles and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024, and notes thereto included in the Company’s fiscal 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2025 (the “2024 Annual Report”).
On August 23, 2024, the Company effected a 1-for-
The results of operations and cash flows for the interim periods included in these Condensed Consolidated Financial Statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of Oblong and our
Cash and Cash Equivalents
As of March 31, 2025, our total cash balance of $
Segments
The Company currently operates in two segments: (1) “Collaboration Products,” which represents the business surrounding our Mezzanine™ product offerings, and (2) “Managed Services,” which represents the business surrounding managed services for video collaboration and network solutions. See Note 7 - Segment Reporting for further discussion.
Use of Estimates
Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of our consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the estimated credit losses and the inputs used in the fair value of equity-based awards.
Significant Accounting Policies
The significant accounting policies used in the preparation of these Condensed Consolidated Financial Statements are disclosed in our 2024 Annual Report, and there have been no changes to the Company’s significant accounting policies during the three months ended March 31, 2025.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Tax Disclosures (Topic 740), to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. This guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses, which requires public business entities to disclose additional information about certain expenses in the notes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
As of March 31, 2025, we had $
We believe our existing cash and cash equivalents will be sufficient to fund our operations and meet our working capital requirements into the fourth quarter of 2026.
Note 3 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Compensation costs | $ | $ | ||||||
| Customer deposits | ||||||||
| Professional fees | ||||||||
| Taxes and regulatory fees | ||||||||
| Accrued rent | ||||||||
| Accrued dividends on Series F Preferred Stock | ||||||||
| Other accrued expenses and liabilities | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
As of March 31, 2025, and December 31, 2024, our Managed Services segment had accrued expenses and other current liabilities of $
As of March 31, 2025, and December 31, 2024, accrued expenses and other current liabilities for our Collaboration Products segment were $
Unallocated accrued expenses were $
Common Stock
The Company’s common stock, par value $
On August 23, 2024, the Company effected the Reverse Stock Split. The Company’s shares of Common Stock began trading on a split-adjusted basis at the commencement of trading on August 26, 2024. Upon effectiveness, every
During the three months ended March 31, 2025,
During the three months ended March 31, 2024,
Common Stock activity for the year ended December 31, 2024 and three months ended March 31, 2025 is presented below.
| Issued Shares as of December 31, 2023 | ||||
| Issuances from Preferred Stock conversions | ||||
| Issuances related to Common Warrant exercises | ||||
| Issued Shares as of December 31, 2024 | ||||
| Issuances from Common Warrant exercises | ||||
| Issued Shares as of March 31, 2025 | ||||
| Less Treasury Shares: | ( | ) | ||
| Outstanding Shares as of March 31, 2025 |
Common Stock Warrants
On March 30, 2023, 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 (the “Private Placement”) (i)
In connection with the Private Placement, pursuant to an engagement letter dated March 30, 2023 (the “Engagement Letter”), between the Company and Dawson James Securities, Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to
On March 31, 2023, the Company issued the Common Warrants and the Placement Agent Warrants to purchase an aggregate of
On October 6, 2023, the Company and the 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 $
During the year ended December 31, 2024,
Pursuant to Sections 2(a) and 2(c) of the Common Warrants (the “Make Whole Provision”), as a result of the Reverse Split, the exercise price of the Common Warrants and Placement Agent Warrants were adjusted to $
| Warrant Tranche | Original Warrants Issued | Original Exercise Price (1) | Warrants Post Reverse Split (2) | Exercise Price Post Reverse Split (2) | Warrants Post Make Whole Provision (3) | Exercise Price Post Make Whole Provision (4) | Deemed Dividend | |||||||||||||||||||||
| Common Warrants issued in 2023 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Common Warrants issued in 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Placement Agent Warrants | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||||
| Aggregate Exercise Price | $ | $ | $ | |||||||||||||||||||||||||
| (1) | Original exercise price based on the March 30, 2023 initial exercise price. | |
| (2) | Adjusted by the Reverse Split. | |
| (3) | Based on the original aggregate exercise price divided by the Make Whole Provision exercise price. | |
| (4) | Calculated by dividing (x) the sum of the dollar volume-weighted average price of the Company’s Common Stock for each of the five lowest trading days during the sixteen trading days after the Reverse Split by (y) five. |
During the three months ended March 31, 2025,
One of our directors, Jonathan Schechter, is currently a partner at The Special Equities Group (“SEG”), a division of Dawson James Securities, Inc. (“Dawson James”). In March 2023, prior to Mr. Schechter’s appointment to our board in May 2023 and pursuant to our Engagement Letter, Dawson James acted as placement agent in connection with our March 30, 2023 Purchase Agreement. During the three months ended March 31, 2025, pursuant to the terms of the Placement Agent Agreement, we paid Dawson James a cash fee equal to
Common Warrants outstanding as of March 31, 2025 are as follows:
| Issue Date | Warrants Outstanding | Exercise Price | Expiration Date | ||||||
| Q1 2023 | $ | Q3 2028 | |||||||
| Q2 2024 | $ | Q4 2029 | |||||||
Common Warrant activity for the year ended December 31, 2024, and the three months ended March 31, 2025, is presented below.
| Outstanding and Exercisable | ||||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Warrants outstanding and exercisable, December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Make Whole Provision | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Warrants outstanding and exercisable, December 31, 2024 | ||||||||
| Exercised | ( | ) | ||||||
| Warrants outstanding and exercisable, March 31, 2025 | $ | |||||||
Treasury Shares
The Company maintains treasury stock for the Common Stock shares repurchased when withholding shares to cover taxes on transactions related to equity awards. There were no treasury stock transactions during the three months ended March 31, 2025, or the year ended December 31, 2024.
Our Certificate of Incorporation authorizes the issuance of up to
Series F Preferred Stock
The terms of the Series F 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 Private Placement closed on March 31, 2023, in exchange for gross and net proceeds of $
The Series F Preferred Shares are convertible into fully paid and non-assessable shares of the Company’s Common Stock at the election of the holder at any time at an initial conversion price of $
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 to the extent such provisions permit the conversion or exercise of the Preferred Stock to occur at a price below $
Under the Certificate of Designations, the Series F Preferred Shares have an initial stated value of $
Our ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of the Series F Preferred Shares.
The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, (i) the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Registration Rights Agreement, (ii) the failure to pay any amounts due to the holders of the Series F Preferred Shares when due, and (iii) if Peter Holst ceases to be the chief executive officer of the Company other than because of his death, and a qualified replacement, reasonably acceptable to a majority of the holders of the Series F Preferred Shares, is not appointed within thirty (30) business days. In connection with a Triggering Event, the Default Rate is triggered. We are subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), maintenance of properties and the transfer of assets, among other matters.
During the three months ended March 31, 2024,
Series F Preferred Stock transactions are summarized in the table below:
| Series F Preferred Stock Shares | Preferred Stock Dividends | Weighted Average Conversion Price | Common Shares Issued from Conversions | |||||||||||||
| December 31, 2023 Balance | $ | $ | ||||||||||||||
| 2024 Issuances | — | — | ||||||||||||||
| 2024 Accrued Dividends | — | — | ||||||||||||||
| 2024 Conversions | ( | ) | ( | ) | $ | |||||||||||
| December 31, 2024 Balance | $ | |||||||||||||||
| 2025 Accrued Dividends | — | — | ||||||||||||||
| March 31, 2025 Balance | $ | $ | ||||||||||||||
Series F Preferred Stock Warrants
The Preferred Warrants are exercisable for Series F Preferred Shares at an exercise price of $
During the three months ended March 31, 2025
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares of common stock outstanding does not include any potentially dilutive securities or unvested Restricted Stock.
Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, preferred stock, warrants, and unvested Restricted Stock, to the extent they are dilutive. For the three months ended March 31, 2025 and 2024, all such common stock equivalents have been excluded from diluted net loss per share as the effect to net loss per share would be anti-dilutive (due to the net loss).
The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except share and per share data):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: preferred stock dividends | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted-average number of shares of common stock for basic and diluted net loss per share | ||||||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
The following table represents the potential shares that were excluded from the computation of weighted-average number of shares of common stock in computing the diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect (due to the net loss):
| As of March 31, | ||||||||
| 2025 | 2024 | |||||||
| Outstanding stock options | ||||||||
| Common stock issuable upon conversion of Series F Preferred Stock (1) | ||||||||
| Common stock issuable upon conversion of Series F Preferred Warrants (2) | ||||||||
| Common stock issuable upon conversion of Common Stock warrants | ||||||||
| (1) | Calculation assumes conversion of the stated value and accrued dividends of the Series F Preferred Stock into Common Stock at the Floor Price of $ |
| (2) | Calculation assumes exercise of the Series F Preferred Warrants for cash into Series F Preferred Stock and subsequent conversion of the Series F Preferred Stock into Common Stock at the Floor Price of $ |
The Company currently operates in segments for purposes of segment reporting: (1) “Collaboration Products,” which represents the Oblong Industries business surrounding our Mezzanine™ product offerings, and (2) “Managed Services,” which represents the Oblong business surrounding managed services for network solutions and video collaboration.
In 2024, the Company adopted ASU 2023-07. ASU 2023-07 created certain additional disclosure requirements, including, among other requirements, disclosure of the Company’s Significant Segment Expenses (“SSEs”) regularly provided to the Company’s Chief Operating Decision Maker (“CODM”) included within each reported measure of segment profit or loss, a required disclosure for other segment items and a narrative description of such items, a disclosure of the title and the position of the CODM and a narrative disclosure describing how the CODM uses the reported segment profit or loss measures to assess segment performance and allocate resources.
The CODM for both segments for the three months ended March 31, 2025 and 2024, was Pete Holst, the Company’s President and Chief Executive Officer. As part of the adoption of ASU 2023-07, management reviewed the information provided to the CODM and updated the presentation of such information, including SSEs, to better align with the requirements of ASU 2023-07. Certain prior period segment information has been recast to conform with current-period presentation requirements, including the allocation methodology of bad debt expense, labor and labor-related costs, and certain other segment items to segments. The CDOM reviews assets as a whole entity for decision making.
Certain information concerning the Company’s segments for the three months ended March 31, 2025, and 2024 is presented in the following tables (in thousands):
| For the Three Months Ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Revenue | ||||||||||||
| Managed Services | $ | $ | ( | )% | ||||||||
| Collaboration Products | % | |||||||||||
| Consolidated | ( | )% | ||||||||||
| Cost of revenues | ||||||||||||
| Managed Services | % | |||||||||||
| Collaboration Products | ( | )% | ||||||||||
| Consolidated | ( | )% | ||||||||||
| Gross Margin | ||||||||||||
| Managed Services | ( | )% | ||||||||||
| Collaboration Products | ( | ) | % | |||||||||
| Consolidated | ( | ) | % | |||||||||
| Operating expenses | ||||||||||||
| Managed Services (1) | % | |||||||||||
| Collaboration Products (2) | ( | ) | ( | )% | ||||||||
| Corporate (3) | ( | )% | ||||||||||
| Consolidated | ( | )% | ||||||||||
| Other income (expense), net (4) | ||||||||||||
| Managed Services | ( | ) | ( | )% | ||||||||
| Collaboration Products | % | |||||||||||
| Corporate | ( | )% | ||||||||||
| Consolidated | ( | )% | ||||||||||
| Net loss before taxes | ( | ) | ( | ) | ( | )% | ||||||
| Income tax expense | % | |||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ( | )% | ||||
| (1) | There were no operating expenses related to our Managed Service segment during the three months ended March 31, 2025 or 2024. | |
| (2) | Operating expenses related to our Collaboration Products Segment include research and development, sales and marketing, and other miscellaneous expenses. 2025 operating expenses also included a bad debt recovery of $ | |
| (3) | Corporate operating expenses include costs that are not specific to a particular segment but are general to the group. These include expenses for administrative, information technology, and accounting staff, general liability and other insurance, professional fees, and similar corporate expenses. | |
| (4) | Other income (expense) for our segments includes interest expense and non-operating income. Corporate other income includes interest income on our cash and cash equivalents. |
The Company’s SSEs for each segment include direct labor costs and segment-based management expenses (collectively, “labor and labor related”), costs to purchase, store, and ship inventory, and inventory impairments (inventory and inventory related), circuit and network cost of revenue, other non-inventory cost of revenue, research and development costs, and bad debt recovery, as these are specific costs regularly provided to the CODM and used to evaluate segment performance. Other segment items include expenses recorded within cost of revenue and operating expenses, which are not regularly provided to the CODM. The CODM evaluates segment profit each period against historical results, factoring in macroeconomic factors such as the cost of labor and supplies, to assess segment performance.
| Three Months Ended March 31, 2025 | ||||||||||||
| Managed Services | Collaboration Products | Total | ||||||||||
| Revenue | ||||||||||||
| Video Collaboration | $ | $ | $ | |||||||||
| Network Services | ||||||||||||
| Professional and other services | ||||||||||||
| Total revenue | ||||||||||||
| Significant Segment Expenses | ||||||||||||
| Labor and labor-related (1) | ||||||||||||
| Circuit and network cost of revenue | ||||||||||||
| Bad debt expense (recovery) | ( | ) | ( | ) | ||||||||
| Other segment items (2) | ||||||||||||
| Segment profit | $ | $ | $ | |||||||||
| Segment profit margin % | % | % | ||||||||||
| Unallocated expenses (income) | ||||||||||||
| Corporate expenses (3) | $ | |||||||||||
| Interest income | ( | ) | ||||||||||
| Loss before income tax expense | $ | ( | ) | |||||||||
| For the Three Months Ended March 31, 2024 | ||||||||||||
| Managed Services | Collaboration Products | Total | ||||||||||
| Revenue | ||||||||||||
| Video Collaboration | $ | $ | $ | |||||||||
| Network Services | ||||||||||||
| Professional and other services | ||||||||||||
| Total revenue | ||||||||||||
| Significant Segment Expenses | ||||||||||||
| Labor and labor-related (1) | ||||||||||||
| Property and office expense (2) | ||||||||||||
| Inventory and inventory-related | ||||||||||||
| Circuit and network cost of revenue | ||||||||||||
| Other non-inventory cost of revenue | ||||||||||||
| Other segment items (2) | ||||||||||||
| Segment profit (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
| Segment profit margin % | % | ( | )% | |||||||||
| Unallocated expenses (income) (3) | ||||||||||||
| Corporate expenses | $ | |||||||||||
| Stock compensation | ||||||||||||
| Interest income | ( | ) | ||||||||||
| Loss before income tax expense | $ | ( | ) | |||||||||
| (1) | Includes direct labor costs (including sales and marketing costs), employment taxes, employee benefits, workers’ compensation, and office expenses. | |
| (2) | Other segment items include other income and expenses, net, interest expense, certain professional services, and miscellaneous taxes and fees. | |
| (3) | Represents general and administrative costs, less the amounts allocated to the segments for labor and benefits, general liability insurance, professional services, property taxes, and interest income. |
For the three months ended March 31, 2025, and 2024, no material revenue was attributable to any individual foreign country. Approximately
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Domestic | $ | $ | ||||||
| Foreign | ||||||||
| $ | $ | |||||||
The Company considers a significant customer to be one that comprises more than 10% of the Company’s consolidated revenues or accounts receivable. The loss of or a reduction in sales or anticipated sales to our most significant or several of our smaller customers could have a material adverse effect on our business, financial condition, and results of operations.
Concentration of consolidated revenues was as follows:
| Three Months Ended March 31, | |||||||||
| 2025 | 2024 | ||||||||
| Segment | % of Revenue | % of Revenue | |||||||
| Customer A | Managed Services | % | % | ||||||
Concentration of consolidated accounts receivable was as follows:
| As of March 31, | |||||||||
| 2025 | 2024 | ||||||||
| Segment | % of Accounts Receivable | % of Accounts Receivable | |||||||
| Customer A | Collaboration Products | % | % | ||||||
| Customer B | Collaboration Products | % | % | ||||||
| Customer C | Collaboration Products | % | % | ||||||
Note 8 - Commitments and Contingencies
From time to time, we are subject to various legal proceedings arising in the ordinary course of business, including proceedings for which we have insurance coverage. As of the date hereof, we are not party to any legal proceedings that we currently believe will have a material adverse effect on our business, financial position, results of operations, or liquidity.
On April 17, 2025, the Company’s Board of Directors authorized a stock repurchase program (the “Stock Repurchase Program”) granting the Company authority to repurchase up to $
In April 2025,
In April 2025,
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a provider of patented multi-stream collaboration products and managed services for video collaboration and network solutions. The Company currently operates in two segments: (1) “Collaboration Products,” which represents the business surrounding our Mezzanine™ product offerings, and (2) “Managed Services,” which represents the business surrounding managed services for video collaboration and network solutions.
Mezzanine™ Product Offerings
Our product is called Mezzanine™, a family of turn-key products that enable dynamic and immersive visual collaboration across multi-users, multi-screens, multi-devices, and multi-locations (see further description of Mezzanine™ in Part I, Item 1). Mezzanine™ allows multiple people to share, control, and arrange content simultaneously, from any location, enabling all participants to see the same content in its entirety at the same time in identical formats, resulting in dramatic enhancements to both in-room and virtual videoconference presentations. Applications include video telepresence, laptop and application sharing, whiteboard sharing, and slides. Spatial input allows content to be spread across screens, spanning different walls, scalable to an arbitrary number of displays, and interaction with our proprietary wand device. Mezzanine™ substantially enhances day-to-day virtual meetings with technology that accelerates decision making, improves communication, and increases productivity. Mezzanine™ scales up to support the most immersive and commanding innovation centers; across to link labs, conference spaces, and situation rooms; and down for the smallest work groups. Mezzanine’s digital collaboration platform can be sold as delivered systems in various configurations for small teams to total immersion experiences. The family includes the 200 Series (two display screen), 300 Series (three screen), and 600 Series (six screen). We also sell maintenance and support contracts related to Mezzanine™.
Historically, customers have used Mezzanine™ products in traditional office and operating center environments such as conference rooms or other presentation spaces. Sales of our Mezzanine product have been adversely affected during the last several years by the commercial response to the COVID-19 pandemic and its aftermath. Like many technology companies in recent months, we will continue to monitor and manage our costs relative to demand with the goal of growing the Company’s revenue in the future. To the extent we believe new investments in product development, marketing, or sales are warranted as a result of changes in market demand, we believe additional capital will be required to fund those efforts and our ongoing operations.
Managed Services for Network
We provide our customers with network solutions that ensure reliable, high-quality, and secure traffic of video, data, and internet. Network services are offered to our customers on a subscription basis. Our network services business carries variable costs associated with purchasing and reselling this connectivity.
Managed Services for Video Collaboration
We provide a range of managed services for video collaboration, from automated to orchestrated, to simplify the user experience in an effort to drive adoption of video collaboration throughout our customers’ enterprises. We deliver our services through a hybrid service platform or as a service layer on top of our customers’ video infrastructure. We provide our customers with i) managed videoconferencing, where we set up and manage customer videoconferences, and ii) remote service management, where we provide 24/7 support and management of customer video environments.
Strategy
During the last several years, our Company has experienced declining revenues for both our Mezzanine™ product offerings and our Managed Services. These setbacks have prompted us to undertake a comprehensive review of our strategic direction with the aim of enhancing shareholder value through various means.
Our exploration of strategic alternatives is diverse, encompassing the consideration of a range of transformative actions. These include the possibility of a business combination, where we might merge with or be acquired by another company; a reverse merger, where a private company merges with us to become public without going through the traditional initial public offering process; or outright sale of the company. Each option is being carefully evaluated to ensure it aligns with our overarching goal of sustainable growth and value creation.
Our strategy for growth is twofold: (i) we aim to grow organically by expanding our market presence and increasing adoption of our products and services, and (ii) we are actively seeking inorganic growth opportunities through strategic partnerships or acquisitions. Specifically, we are interested in early-stage technology companies that are not just innovating but have also developed minimum viable products (MVPs) that have gained some measure of market acceptance. These companies may complement our existing offerings, but could also open new avenues for expansion by tapping into significant market opportunities.
In our quest to find the right partners or acquisition targets, we are particularly focused on ventures that have demonstrated their ability to innovate and capture early-stage interest of their target markets, indicating a clear path to scalability and a substantial market presence.
However, it’s important to note that while we are committed to this strategic review process, there is no guaranteed outcome. The process of identifying and executing on the right strategic alternative, whether it be a merger, sale, or business combination, is complex and uncertain. We want our shareholders to understand that, despite our best efforts, there is no assurance that this strategic review will culminate in a definitive transaction involving the Company. Our priority remains clear: to explore every avenue that could potentially enhance the value we deliver to our shareholders and ensure the long-term success of our Company.
Oblong’s Results of Operations
Three Months Ended March 31, 2025 (the “2025 First Quarter”) compared to the Three Months Ended March 31, 2024 (the “2024 First Quarter”)
Segment Reporting
The Company currently operates in two segments for purposes of segment reporting: (1) “Collaboration Products,” which represents the Oblong Industries business surrounding our Mezzanine™ product offerings, and (2) “Managed Services,” which represents the Oblong (formerly Glowpoint) business surrounding managed services for network solutions and video collaboration.
In 2024, we adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. As part of our adoption of ASU 2023-07 and the Chief Operating Decision Maker’s evaluation of segment performance for the 2025 First Quarter and the 2024 First Quarter, we updated certain segment information for 2025 and recast certain prior period segment information from 2024 to conform with our current period segment presentation.
The following table summarizes the key income statement components that we use to evaluate our financial performance on a consolidated and reportable segment basis for the 2025 First Quarter and the 2024 First Quarter (in thousands):
| For the Three Months Ended March 31, |
||||||||||||
| 2025 |
2024 |
% Change |
||||||||||
| Revenue |
||||||||||||
| Managed Services |
$ | 508 | $ | 522 | (3 | )% | ||||||
| Collaboration Products |
114 | 104 | 10 | % | ||||||||
| Consolidated |
622 | 626 | (1 | )% | ||||||||
| Cost of revenues |
||||||||||||
| Managed Services |
371 | 369 | 1 | % | ||||||||
| Collaboration Products |
2 | 260 | (99 | )% | ||||||||
| Consolidated |
373 | 629 | (41 | )% | ||||||||
| Gross Margin |
||||||||||||
| Managed Services |
137 | 153 | (10 | )% | ||||||||
| Collaboration Products |
112 | (156 | ) | 172 | % | |||||||
| Consolidated |
249 | (3 | ) | 8400 | % | |||||||
| Operating expenses |
||||||||||||
| Managed Services (1) |
— | — | — | % | ||||||||
| Collaboration Products (2) |
(8 | ) | 105 | (108 | )% | |||||||
| Corporate (3) |
948 | 1,076 | (12 | )% | ||||||||
| Consolidated |
940 | 1,181 | (20 | )% | ||||||||
| Other income (expense), net (4) |
||||||||||||
| Managed Services |
(1 | ) | — | (100 | )% | |||||||
| Collaboration Products |
— | — | — | % | ||||||||
| Corporate |
27 | 48 | (44 | )% | ||||||||
| Consolidated |
26 | 48 | (46 | )% | ||||||||
| Net loss before taxes |
(665 | ) | (1,136 | ) | (41 | )% | ||||||
| Income tax expense |
7 | - | 100 | % | ||||||||
| Net loss |
$ | (672 | ) | $ | (1,136 | ) | (41 | )% | ||||
| (1) |
There were no operating expenses related to our Managed Service segment during the 2025 First Quarter or the 2024 First Quarter. |
|
| (2) |
Operating expenses related to our Collaboration Products Segment include research and development, sales and marketing, and other miscellaneous expenses. 2025 operating expenses also included a bad debt recovery of $18,000. |
|
| (3) |
Corporate operating expenses include costs that are not specific to a particular segment but are general to the group. These include expenses for administrative, information technology, and accounting staff, general liability and other insurance, professional fees, and similar corporate expenses. |
|
| (4) |
Other income (expense) for our segments includes interest expense and non-operating income. Corporate other income includes interest income on our cash and cash equivalents. |
Revenue. Total revenue decreased 1% in the 2025 First Quarter compared to the 2024 First Quarter. The following table summarizes the changes in components of our revenue (in thousands), and the significant changes in revenue are discussed in more detail below.
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
% of Revenue |
2024 |
% of Revenue |
|||||||||||||
| Revenue: Managed Services |
||||||||||||||||
| Network services |
$ | 500 | 80.4 | % | $ | 503 | 80.4 | % | ||||||||
| Video collaboration |
6 | 1.0 | % | 14 | 2.2 | % | ||||||||||
| Professional and other services |
2 | 0.3 | % | 5 | 0.8 | % | ||||||||||
| Total Managed Services revenue |
$ | 508 | 81.7 | % | $ | 522 | 83.4 | % | ||||||||
| Revenue: Collaboration Products |
||||||||||||||||
| Visual collaboration product offerings |
114 | 18.3 | % | 104 | 16.6 | % | ||||||||||
| Total revenue |
$ | 622 | 100.0 | % | $ | 626 | 100.0 | % | ||||||||
Managed Services
| • |
The slight decrease in revenue for network services is mainly attributable to net customer attrition, given the competitive environment and pressure on pricing in the network services business. |
| • |
The slight decrease in revenue for video collaboration services is mainly attributable to lower revenue from existing customers (either from reductions in price or level of services) and customer loss to competition. |
| • |
For the 2025 First Quarter, one customer made up 99% of Managed Services revenue. For the 2024 First Quarter, this customer made up 98% of Managed Services revenue. |
Collaboration Products
| • |
The slight increase in revenue for Collaboration Products was mainly attributable to an increase in sales of our Mezzanine™ products. |
Cost of Revenue. Cost of revenue includes all internal and external costs related to the delivery of revenue. Cost of revenue also includes taxes, which have been billed to customers. Cost of revenue by segment is presented in the following table (in thousands):
| Three Months Ended March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Cost of Revenue |
||||||||
| Managed Services |
$ | 371 | $ | 369 | ||||
| Collaboration Products |
2 | 260 | ||||||
| Total cost of revenue |
$ | 373 | $ | 629 | ||||
The decrease in our consolidated cost of revenue is mainly attributable to lower costs related to our Collaboration Products segment. Our consolidated gross profit as a percentage of revenue was 40% in the 2025 First Quarter compared to a negative consolidated gross profit as a percentage of revenue of 0.5% in the 2024 First Quarter.
Our Managed Services segment recorded a 27% gross profit as a percentage of sales for the 2025 First Quarter compared to 29% in the 2024 First Quarter. This decrease was primarily due to the reallocation of personnel expenses following our reduction in headcount in September 2024.
Our Collaboration Products segment recorded a gross profit as a percentage of sales of 98% for the 2025 First Quarter compared to a negative gross profit as a percentage of sales of 150% in the 2024 First Quarter. This increase was mainly attributable to a decrease in personnel costs in the 2025 First Quarter related to headcount reductions in September 2024 and a reduction in the expense related to our inventory obsolescence reserve of $98,000 in the 2025 First Quarter compared to the 2024 First Quarter.
Operating expenses are presented in the following table (in thousands):
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
$ Change |
% Change |
|||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
$ | 3 | $ | 50 | $ | (47 | ) | (94 | )% | |||||||
| Sales and marketing |
8 | 54 | (46 | ) | (85 | )% | ||||||||||
| General and administrative |
929 | 1,077 | (148 | ) | (14 | )% | ||||||||||
| Total operating expenses |
$ | 940 | $ | 1,181 | $ | (241 | ) | (20 | )% | |||||||
Research and Development. Research and development expenses include internal and external costs related to developing features and enhancements to our existing product offerings. The decrease in research and development expenses for the 2025 First Quarter compared to the 2024 First Quarter is primarily attributable to a decrease in consulting and outsourced labor costs between these periods.
Sales and Marketing Expenses. The decrease in sales and marketing expenses for the 2025 First Quarter compared to the 2024 First Quarter is primarily attributable to reduced personnel expenses during the 2025 First Quarter related to headcount reductions in September 2024.
General and Administrative Expenses. General and administrative expenses include direct corporate expenses and personnel costs in the various corporate support categories, including executive, finance and accounting, legal, human resources, and information technology. The decrease in general and administrative expenses for the 2025 First Quarter compared to the 2024 First Quarter is primarily attributable to reduced personnel expenses related to headcount reductions in September 2024, and reduced stock compensation expense as a result of stock options being fully expensed.
Interest Income, Net. Interest income, net for the 2025 First Quarter and the 2024 First Quarter, is primarily comprised of interest income related to our cash accounts.
Loss from Operations. The decrease in the Company’s loss from operations for the 2025 First Quarter compared to the 2024 First Quarter is mainly attributable to an increase in gross profit and a decrease in operating expenses.
Off-Balance Sheet Arrangements
As of March 31, 2025, we had no off-balance sheet arrangements.
Inflation
Management does not believe inflation had a significant effect on the Condensed Consolidated Financial Statements for the periods presented.
Critical Accounting Policies
There have been no changes to our critical accounting policies during the 2025 First Quarter. Critical accounting policies and the significant estimates made in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our Condensed Consolidated Financial Statements and the footnotes thereto, each included in our 2024 Annual Report.
Liquidity and Capital Resources
As of March 31, 2025, we had $4,316,000 in cash and cash equivalents and working capital of $3,345,000. For the 2025 First Quarter, we incurred a net loss of $672,000, and we used $680,000 of net cash in operating activities.
Financing activities provided $31,000 of net cash for the 2025 First Quarter, consisting of net proceeds from warrant exercises.
In April 2025, 165,000 Common Warrants were exercised, at a price of $3.41 per share, for 165,000 shares of Common Stock. The Company received gross and net proceeds of $598,000 and $520,000, respectively.
We believe our existing cash and cash equivalents will be sufficient to fund our operations and meet our working capital requirements into the fourth quarter of 2026. In the long term, we believe additional capital will be required to fund operations and provide growth capital, including our pursuit of potential strategic alternatives and investments in technology, product development, and sales and marketing. To access capital to fund operations or provide growth capital, we will need to raise capital from the exercise of outstanding common and/or preferred warrants, and/or in one or more debt and/or equity offerings. There can be no assurance that we will be successful in raising the necessary capital or that any such offering will be on terms acceptable to the Company. If we are unable to raise additional capital that may be needed on terms acceptable to us, it could have a material adverse effect on the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by the rules and regulations of the SEC, we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No change in our internal control over financial reporting occurred during the fiscal quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we are subject to various legal proceedings arising in the ordinary course of business, including proceedings for which we have insurance coverage. As of the date hereof, we are not party to any legal proceedings that we currently believe will have a material adverse effect on our business, financial position, results of operations, or liquidity.
A description of the risks associated with our business, financial conditions, and results of operations is set forth in “Part I. Item 1A. Risk Factors” of our 2024 Annual Report. Except as set forth below, there have been no material changes to these risks during the nine months ended March 31, 2025. The risks described in the 2024 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or future results.
We rely on a limited number of customers for a significant portion of our revenue, and the loss of any one of those customers, or several of our smaller customers, could materially harm our business. A significant portion of our revenue is generated from a limited number of customers. For the three months ended March 31, 2025, one major customer accounted for 81% of the Company’s total consolidated revenue. The composition of our significant customers will vary from period to period, and we expect that most of our revenue will continue, for the foreseeable future, to come from a relatively small number of customers. Consequently, our financial results may fluctuate significantly from period to period based on the actions of one or more significant customers. A customer may take actions that affect the Company for reasons that we cannot anticipate or control, such as reasons related to the customer’s financial condition, changes in the customer’s business strategy or operations, changes in technology and the introduction of alternative competing products, or as the result of the perceived quality or cost-effectiveness of our products. Our agreements with these customers may be canceled if we materially breach the agreement or for other reasons outside our control, such as insolvency or financial hardship that may result in a customer filing for bankruptcy court protection against unsecured creditors. If our customers were to experience losses due to a depository institution’s failure to return their deposits, it could expose us to an increased risk of nonpayment under our contracts with them. In addition, our customers may seek to renegotiate the terms of current agreements or renewals. The loss of or a reduction in sales or anticipated sales to our most significant or several of our smaller customers could have a material adverse effect on our business, liquidity, financial condition, and results of operations.
We could fail to satisfy the standards to maintain our listing on a stock exchange. Our Common Stock is listed on The Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards. On September 21, 2023, we received a written notice from the Nasdaq Stock Market, LLC ("Nasdaq") indicating that the Company was not in compliance with the $1.00 minimum bid price set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the "Bid Price Rule"). We were granted two 180-day extensions (until September 16, 2024) to regain compliance with the Bid Price Rule. On September 10, 2024, we received written notice from Nasdaq notifying the Company that it had determined that for the last 10 consecutive business days, from August 26 to September 9, 2024, the closing bid price of the Company’s Common Stock had been at $1.00 per share or greater and that, accordingly, the Company had regained compliance with the Bid Price Rule, and that the matter was now closed.
In the event that we again become non-compliant with Rule 5550(a)(2) or other continued listing requirements of Nasdaq and cannot re-establish compliance within the required timeframe, our Common Stock could be delisted from The Nasdaq Capital Market, which could have a material adverse effect on our financial condition and which may cause the value of our Common Stock to decline. If our Common Stock is not eligible for listing or quotation on another market or exchange, trading of our Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities, such as the Pink Sheets or the OTC Bulletin Board. In such an event, it would become more difficult to dispose of or obtain accurate price quotations for our Common Stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our Common Stock to decline further. In addition, it may be difficult for us to raise additional capital if we are not listed on a national securities exchange.
While Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with Listing Rule 5810(c)(3)(A), Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. Accordingly, Nasdaq may determine that it is not in the public interest to maintain our listing, even if we regain compliance with Listing Rule 5810(c)(3)(A) as a result of any reverse stock split. In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), if a company’s securities again fail to meet the Bid Price Rule and the company has effected a reverse stock split within the prior one-year period, or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, the company will not be eligible for an automatic 180-day grace compliance period. Instead, the Nasdaq Listing Qualifications Department will immediately issue a delisting determination, unless the company timely appeals the decision to a Hearings Panel. Because we effected a 1-for-40 reverse stock split on August 23, 2024, if we were to fall out of compliance with the Bid Price Rule prior to August 23, 2025, we would not be eligible for an automatic compliance period and would immediately be issued a delisting determination, subject to our right of timely appeal.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities by the Company
There have been no unregistered sales of securities by the Company during the period covered by this Report that have not been previously reported in a Current Report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
(c) During the period covered by this Quarterly Report on Form 10-Q, director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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Description |
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| 3.1 |
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| 4.1 |
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| 4.2 |
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| 4.3 |
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| 4.4 |
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| 4.5 |
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| 4.6 |
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| 4.10 |
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| 4.11 |
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| 10.1 | Amendment to Waiver, dated as of September 13, 2024, by and among Oblong, Inc. and the investors named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 13, 2024, and incorporated herein by reference). | |||||||
| 31.1* |
Rule 13a—14(a)/15d—14(a) Certification of the Chief Executive Officer. |
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| 31.2* |
Rule 13a—14(a)/15d—14(a) Certification of the Chief Financial Officer. |
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| 32.1** |
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer. |
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| 101.INS |
Inline XBRL Instance Document |
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| 101.SCH |
Inline XBRL Taxonomy Extension Schema |
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| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
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| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OBLONG, INC. |
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| May 13, 2025 |
By: |
/s/ Peter Holst |
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| Peter Holst |
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| Chief Executive Officer |
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| (Principal Executive Officer) |
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| May 13, 2025 | By: |
/s/ David Clark |
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| David Clark |
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| Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Peter Holst, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Oblong, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 13, 2025
| /s/ Peter Holst | ||
| Peter Holst | ||
| Chief Executive Officer | ||
| (principal executive officer) | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, David Clark, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Oblong, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 13, 2025
| /s/ David Clark | ||
| David Clark | ||
| Chief Financial Officer | ||
| (principal financial and accounting officer) | ||
Exhibit 32.1
SECTION 906 CERTIFICATION
The undersigned officers of Oblong, Inc., a Delaware corporation (the "Company"), do hereby certify, in accordance with 18 U.S.C. Section 1350, as created pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 13, 2025
| /s/ Peter Holst | ||
| Peter Holst | ||
| Chief Executive Officer | ||
| /s/ David Clark | ||
| David Clark | ||
| Chief Financial Officer | ||