Oblong Inc

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Note1 - 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 is a provider of 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 31of 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, 2023*. 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, 2023* 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 Form10-Q donot 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, 2023* and notes thereto included in the Company's fiscal2023 Annual Report on Form10-K, filed with the Securities and Exchange Commission (“SEC”) on* March**19,* 2024 (the*“2023* Annual Report”).

The results of operations and cash flows for the interim periods included in these Condensed Consolidated Financial Statements arenot 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 100%-owned subsidiaries (i) GP Communications, LLC (“GP Communications”), whose business function is to provide interstate telecommunications services for regulatory purposes, and (ii) Oblong Industries, Inc. All inter-company balances and transactions have been eliminated in consolidation. The U.S. Dollar is the functional currency for all subsidiaries.

Cash and Cash Equivalents

As of* June 30, 2024*, our total cash balance of $5,858,000 is available. Of this balance $500,000 was held in short-term certificates of deposit with MidFirst Bank. As of* December 31, 2023*, our total cash balance of $5,990,000 was available with $500,000 held in short-term certificates of deposit with MidFirst Bank. The Company considers highly liquid investments with original maturities ofthree months or less to be cash equivalents.

Segments

The Company currently operates intwo 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 Note8 - Segment Reporting **for further discussion.

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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 allowances for inventory obsolescence and estimated credit losses and the inputs used in the fair value of equity-based awards.

Amortization Expense

As of* June 30, 2024* and* December 31, 2023*, we hadno intangible assets. Amortization expense related to intangible assets for thethree andsix months ended* June 30, 2023* was $87,000 and $173,000, respectively.

Operating Lease Right-of-use-Assets and Liabilities

In* February 2024,we exited our warehouse lease in City of Industry, California, and areno* longer a party to any long-term operating leases. Right-of-use assets, net totaled $17,000 as of* December 31, 2023*, consisting of the warehouse lease discussed above. As of* June 30, 2024*, the Company hadno right-of-use assets remaining. The remaining operating lease liability as of* December 31, 2023* was $17,000, consisting of the warehouse lease discussed above. As of* June 30, 2024*, the Company hadno lease liability remaining. During thesix months ended* June 30, 2024*, we recorded $17,000 in lease expenses. During thethree andsix months ended* June 30, 2023*, we recorded $36,000 and $82,000 in lease expenses, respectively. These expenses are net of common charges, and sublease proceeds of $11,000 and $27,000, respectively.

Significant Accounting Policies

The significant accounting policies used in preparation of these Condensed Consolidated Financial Statements are disclosed in our2023 Annual Report, and there have beenno changes to the Company’s significant accounting policies during thesix months ended* June 30, 2024*.

Recently Issued Accounting Pronouncements

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures. The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective retrospectively for fiscal years beginning after* December 15, 2023and interim periods within fiscal years beginning after December 15, 2024.The Company is in the process of evaluating the impact that the adoption of this ASU will have on the financial statements and related disclosures, which isnot* expected to be material.

In* December 2023,the FASB issued ASUNo.* 2023-09, Improvements to Tax Disclosures (Topic740*), 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, 2024,*with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.

Note2 - Liquidity

As of* June 30, 2024*, we had $5,858,000 in cash and working capital of $5,047,000. For thesix months ended* June 30, 2024* we incurred a net loss of $2,119,000, financing activities provided $1,478,000 in net cash, and we used net cash of $1,610,000 in operating activities.

We believe that our existing cash and cash equivalents will be sufficient to fund our operations and meet our working capital requirements through2025.

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Note3 - Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

Note4 - Capital Stock

Common Stock

The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is listed on the Nasdaq Capital Market (“Nasdaq”), under the ticker symbol “OBLG”. As of* June 30, 2024*, we had 150,000,000 shares of our Common Stock authorized, with 28,250,000 and 28,242,000 shares issued and outstanding, respectively.

During thethree months ended* June 30, 2024*,2,111 shares of Series F Preferred Stock, plus $110,000 of accrued dividends, were converted to 7,955,743 shares of the Company’s Common Stock. During thesix months ended* June 30, 2024*,3,033 shares of Series F Preferred Stock, plus $194,000 of accrued dividends, were converted into 11,558,000 shares of the Company's Common Stock.**See Note5 - Preferred Stock **for further detail.

Common Stock activity for the year ended* December 31, 2023* andsix months ended* June 30, 2024* is presented below (in thousands).

Common Stock Warrants

During thethree andsix months ended* June 30, 2024*, Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants.See Note5 - Preferred Stock for additional detail on the exercises of the Preferred Warrants. These Common Warrants are exercisable on thesix-month anniversary of issuance, at an initial exercise price of $1.71, and have a term offive years.

Common Warrants outstanding as of* June 30, 2024* are as follows:

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Common Warrant activity for the year ended* December 31, 2023* andsix months ended* June 30, 2024* is presented below.

Treasury Shares

The Company maintains treasury stock for the Common Stock shares bought back by the Company when withholding shares to cover taxes on transactions related to equity awards. There wereno treasury stock transactions during thesix months ended* June 30, 2024* or the year ended* December 31, 2023*.

Note5 - Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of* June 30, 2024*, we had 1,983,250 designated shares of preferred stock and 545 shares of preferred stock issued and outstanding. As of* December 31, 2023*, we had 1,930 shares of preferred stock issued and outstanding.

Series F Preferred Stock

On* March30,* 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)6,550 shares of our newly designated Series F Preferred Stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (the “Preferred Warrants”) to acquire 32,750 shares of Series F Preferred Stock, and (iii) common warrants (“Common Warrants” and with the Preferred Warrants the “Investor Warrants”) to acquire up to 3,830,417 shares of Common Stock.SeeNote4 - Capital Stock for additional detail regarding the Common Warrants. The terms of the Series F Preferred Stock are as set forward 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 March31,* 2023. The Private Placement closed on* March*31,* 2023, in exchange for gross and net proceeds of $6,386,000 and $5,364,000, respectively. The financing fees associated with the Purchase Agreement were $1,022,000.

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 $1.71 (the “Conversion Price”). The holders of the Series F Preferred Shares* mayalso elect to convert their shares at an alternative conversion price equal to the lower of (i)80% of the applicable Conversion Price as in effect on the date of the conversion, (ii)80% of the closing price on the trading day immediately preceding the delivery of the conversion notice, and (iii) the greater of (a) the Floor Price (as defined in the Certificate of Designations) and (b) the quotient of (x) the sum of thefive* lowest Closing Bid Prices (as defined in the Certificate of Designations) for trading days in the30 consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable Conversion Notice, divided by (y) five. The Conversion Price is subject to customary adjustments for stock splits, stock dividends, stock combination recapitalization, or other similar transactions involving the Common Stock, and subject to price-based adjustment, on a full ratchet basis, in the event of any issuances of our common stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

On* October 6, 2023,the Company and Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $0.2792. Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall inno* event be less than $0.2792 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

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Under the Certificate of Designations, the Series F Preferred Shares have an initial stated value of $1,000 per share (the “Stated Value”). The holders of the Series F Preferred Shares are entitled to dividends of 9% per annum, which will be payable in arrears quarterly. Accrued dividends* maybe paid, at our option, in cash and ifnot* paid, shall increase the stated value of the Series F Preferred Shares. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series F Preferred Shares will accrue dividends at the rate of 20% per annum (the “Default Rate”). The Series F Preferred Shares haveno voting rights, other than with respect to certain matters affecting the rights of the Series F Preferred Shares. On matters with respect to which the holders of the Series F Preferred Shares have a right to vote, holders of the Preferred Shares will have voting rights on an as-converted basis.

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, isnot appointed withinthirty (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 thethree andsix months ended* June 30, 2024*,2,111 and 3,033 shares of Series F Preferred Stock, plus accrued dividends, were converted to 7,955,743 and 11,558,000 shares of the Company’s common stock, respectively. There were 545 shares of Series F Preferred Stock outstanding and accrued dividends of $4,000 as of* June 30, 2024*.

During thethree andsix months ended* June 30, 2024*,1,648 Series F Preferred Shares were issued upon exercise of 1,648 Preferred Warrants. The Company received gross and net proceeds of $1,607,000 and $1,478,000, respectively.

One of our directors, Jonathan Schechter, is currently a partner at The Special Equities Group ("SEG"), a division of Dawson James Securities, Inc. In* March 2023,prior to Mr. Schechter's appointment to our board in May 2023,SEG acted as placement agent in connection with our March 31, 2023Purchase Agreement. During thethree* andsix months ended* June 30, 2024,pursuant to the terms of our engagement later with Dawson James Securities, Inc., we paid SEG a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the 1,648 Series F Preferred Warrants. This fee was approximately $129,000. Mr. Schechter didnot* receive any of the fees paid.

Series F Preferred Stock transactions are summarized in the table below (in thousands except for shares of Series F Preferred Stock:

Series F Preferred Stock Warrants

The Preferred Warrants are exercisable for Series F Preferred Shares at an exercise price of $975. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination recapitalizations or other similar transactions involving the Common Stock. The Preferred Warrants expire three years from the date of issuance and are exercisable for cash. For each Preferred Warrant exercised, the Investors shall receive Common Warrants to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock the Investors would receive if the Series F Preferred Shares issuable upon exercise of such Warrant were converted at the applicable Conversion Price. The fair value of the Preferred Warrants was recorded within additional paid-in capital upon issuance.

During thethree andsix months ended* June 30, 2024*,1,648 Preferred Warrants were exercised for gross and net proceeds of $1,607,000 and $1,478,000, respectively. In accordance with the exercise provisions of the Preferred Stock,963,745 Common Warrants were issued during thethree andsix months ended* June 30, 2024*.See Note4 - Capital Stock for further discussion of the Common Warrants. As of* June 30, 2024*,31,102 Preferred Warrants remained outstanding.

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Note6 - Stock Based Compensation

2019 Equity Incentive Plan

On* December**19,* 2019, the Oblong, Inc.2019 Equity Incentive Plan (the*“2019* Plan”) was approved by the Company’s stockholders at the Company’s2019 Annual Meeting of Stockholders. The2019 Plan is an omnibus equity incentive plan pursuant to which the Company* maygrant equity and cash incentive awards to certain key service providers of the Company and its subsidiaries. As of December 31, 2023* and* June 30, 2024*, the share pool available for new grants under the2019 Plan was 3.

Stock Options

A summary of stock option activity under our plans, and options outstanding as of, and changes made during thesix months ended* June 30, 2024* and year ended* December 31, 2023* is presented below:

The intrinsic value of vested and unvested options wasnot significant for all periods presented. Stock compensation expense related to stock options for thethree months ended* June 30, 2024and2023* was $31,000 and stock compensation for thesix months ended* June 30, 2024and2023* was $62,000, which was included as a general and administrative expense on our Condensed Consolidated Statements of Operations. As of* June 30, 2024* there isno remaining unamortized stock compensation expense.

Restricted Stock

As of* June 30, 2024* and* December 31, 2023*, there wereno outstanding restricted stock awards ("RSAs") or restricted stock units (“RSUs,” collectively "Restricted Stock"). There wasno Restricted Stock activity or expense for thethree andsix months ended* June 30, 2024*. During thethree andsix months ended* June 30, 2023*,42 RSAs became fully vested and were delivered in shares of the Company's common stock. These RSAs were issued in2014 and had been fully expensed, so there wasno stock compensation expense related to RSAs for thethree andsix months ended* June 30, 2023*. During thethree andsix months ended* June 30, 2023*,177,564 RSUs were granted to certain board members. These RSU's vested immediately upon issuance and the stock compensation related to RSUs for thethree andsix months ended* June 30, 2023* was $380,000, which was included in general and administrative expense on our Condensed Consolidated Statements of Operations. The following table shows a summary of Restricted Stock activity for thesix months ended* June 30, 2024* and the year ended* December 31, 2023*.

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Note7 - Net Loss Per Share

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 doesnot 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 thethree andsix months ended* June 30, 2024and2023*, 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 per share data):

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):

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Note8 - Segment Reporting

The Company currently operates intwo segments: (1) “Managed Services” which represents the business surrounding managed services for video collaboration and network applications; and (2) “Collaboration Products” which represents the business surrounding our Mezzanine™ product offerings.

Certain information concerning the Company’s segments for thethree andsix months ended* June 30, 2024and2023* is presented in the following tables (in thousands):

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Unallocated operating expenses in Corporate include costs for thethree andsix months ended* June 30, 2024and2023* that arenot specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees, and other similar corporate expenses.

For thethree andsix months ended* June 30, 2024and2023*, there wasno material revenue attributable to any individual foreign country.

Revenue by geographic area is allocated as follows (in thousands):

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Disaggregated information for the Company’s revenue has been recognized in the accompanying Condensed Consolidated Statements of Operations and is presented below according to contract type (in thousands):

The Company considers a significant customer to beone that comprises more than10% 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:

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Concentration of accounts receivable was as follows:

Note9 - 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 arenot 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.

COVID-19

On* March 11, 2020,the World Health Organization (“WHO”) announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, 2020,the U.S. President announced a National Emergency relating to the disease. In May 2023,*the WHO declared COVID-19 over as a global health emergency. Customers generally use our Mezzanine™ products in traditional office and operating center environments such as conference rooms or other presentation spaces. Revenue declines for our Collaboration Products business are primarily due to lower demand, largely a consequence of the commercial reactions to the COVID-19 pandemic and its prolonged effects. We believe the COVID-19 pandemic fundamentally altered the way businesses consider the use of physical office spaces and, consequently, the demand for technologies that enable in-person collaboration within these spaces. Our analysis indicates that the reduced demand for our Mezzanine™ products, particularly in the aftermath of COVID-19, reflects a broader reassessment among our customers regarding the necessity and investment in collaboration solutions tailored for traditional office environments. Continuation of this trend could cause further declines in our revenue for this business. Although the Company cannot presently quantify the future financial impacts of this trend, such impacts will likely continue to have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows.

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