Oblong Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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Sep 30, 2024 · Filed Nov 7, 2024
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Notes to unaudited Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 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”).
On* August 23, 2024,the Company effected a1*-for-40 reverse stock split (the "Reverse Split") for its Common Stock. All Common Stock share and per share data throughout these Condensed Consolidated Financial Statements have been retroactively adjusted to reflect the Reverse Split.
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* September 30, 2024*, our total cash balance of $5,619,000 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* September 30, 2024* and* December 31, 2023*, we hadno intangible assets. Amortization expense related to intangible assets for thethree andnine months ended* September 30, 2023* was $86,000 and $259,000, 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* September 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* September 30, 2024*, the Company hadno lease liability remaining. During thenine months ended* September 30, 2024*, we recorded $17,000 in lease expenses. During thethree andnine months ended* September 30, 2023*, we recorded $70,000 and $123,000 in lease expenses, respectively. The2023 expenses are net of common charges, and sublease proceeds. There wereno sublease proceeds for thethree months ended* September 30, 2023and $27,000 in sublease proceeds for thenine* months ended* September 30, 2023.*
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 thenine months ended* September 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* September 30, 2024*, we had $5,619,000 in cash and cash equivalents and working capital of $4,665,000. For thenine months ended* September 30, 2024* we incurred a net loss of $3,159,000, financing activities provided $2,149,000 in net cash, and we used net cash of $2,521,000 in operating activities.
In* September 2024,in order to reduce operating expenses and preserve capital, the Company reduced its workforce bynine* employees. This resulted in severance costs of $106,000 which are recorded in operating expenses for thethree andnine months ended* September 30, 2024and is included in accrued compensation as of September 30, 2024.The entirety of the severance costs were paid out in October 2024.*
We believe that our existing cash and cash equivalents will be sufficient to fund our operations and meet our working capital requirements into mid-2026.
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Note3 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Compensation costs | $856 | $448 |
| Customer deposits | 77 | 118 |
| Professional fees | 20 | 104 |
| Taxes and regulatory fees | 25 | 21 |
| Accrued rent | 170 | 202 |
| Accrued dividends on Series F Preferred Stock | 16 | 136 |
| Other accrued expenses and liabilities | 11 | 9 |
| Accrued expenses and other liabilities | $1,175 | $1,038 |
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* September 30, 2024*, we had 150,000,000 shares of our Common Stock authorized, with 1,071,545 and 1,071,356 shares issued and outstanding, respectively.
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 40 shares of Common Stock were converted into1* share of Common Stock. The number of authorized shares and the par value of each share remained unchanged.No fractional shares were issued as a result of the Reverse Split, and any fractional shares that would have otherwise resulted from the Reverse Split were rounded up to the nearest whole share.
During thenine months ended* September 30, 2023*,8,516 shares of the Company's Common Stock were issued related to the exercise of 8,516 warrants granted at various dates between* October 2020and June 2021.During thethree* months ended* September 30, 2024*,208,933 shares of the Company's Common Stock were issued related to the exercise of 208,933 Common Warrants. Details related to these exercises are below.
During thethree andnine months ended* September 30, 2023*,49,143 and 52,812 shares of the Company's Common Stock were issued related to the conversion of 1,229 and 1,404 shares of Series F Preferred Stock, plus accrued dividends, respectively. During thenine months ended* September 30, 2024*,288,968 shares of the Company's Common Stock were issued related to the conversion of 3,033 shares of Series F Preferred Stock, plus accrued dividends.**See Note5 - Preferred Stock **for further detail.
During thenine months ended* September 30, 2023*,4,491 shares of the Company's Common Stock were issued related to stock compensation. SeeNote6 - Stock Based Compensation for further detail.
Common Stock activity for the year ended* December 31, 2023* andnine months ended* September 30, 2024* is presented below.
| Issued Shares as of December 31, 2022 | 208,018 |
|---|---|
| Issuances from Preferred Stock conversions | 352,624 |
| Issuances related to warrant exercises | 18,681 |
| Issuances related to stock compensation | 4,491 |
| Common shares exchanged for prepaid warrants | (10,170) |
| Issued Shares as of December 31, 2023 | 573,644 |
| Issuances from Common Warrant Exercises | 208,933 |
| Issuances from Preferred Stock conversions | 288,968 |
| Issued Shares as of September 30, 2024 | 1,071,545 |
| Less Treasury Shares: | (189) |
| Outstanding Shares as of September 30, 2024 | 1,071,356 |
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Common Stock Warrants
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 95,764 shares of Common Stock. Please refer toNote5 - Preferred Stock **for further discussion on the Series F Preferred Stock and Preferred Warrants.
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 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 7,663 shares of Common Stock.
On* March**31,* 2023, the Company issued the Common Warrants and the Placement Agent Warrants to purchase an aggregate of 103,427 shares of the Company’s Common Stock. The Common Warrants and Placement Agent Warrants have a term of5 years, commencingsix months andone day from the date of issuance, and were initially exercisable for $68.40 per share. The exercise 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 Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price for the Common Warrants (subject to certain exceptions). The Common Warrants and Placement Agent Warrants are exercisable for cash, provided that if there isno effective registration statement available permitting the resale of the common shares, they* may*be exercised on a cashless basis. Exercise of the Common Warrants and Placement Agent Warrants is subject to certain limitations, including a 4.99% beneficial ownership limitation.
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 $11.168 (the "Waiver"). Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall inno* event be less than $11.168 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). On* September 13, 2024,the Company and the Investors agreed to delete Section2* of the Waiver, removing the minimum price restriction on the exercise of Common Warrants.
During thenine months ended* September 30, 2024*,24,104 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 were exercisable at an initial exercise price of*$68.40* and have a term offive years.
Pursuant to Sections2(a) and2(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 $3.41438 per share, and the number of Common Warrant shares that* may*be purchased upon exercise of the Common Warrants and the Placement Agent Warrants were increased proportionately, so that after the exercise price adjustment the aggregate exercise price payable hereunder for the adjusted number of Common Warrant Shares was the same as the aggregate exercise price in effect immediately prior to the exercise price adjustment. These adjustments resulted in an aggregate of 2,401,047 Common Warrants and 153,470 Placement Agent Warrants remaining outstanding following the Reverse Split. The additional warrants created by the Make Whole Provision resulted in an aggregate deemed dividend of $8,974,000 which will reduce the net income available to common shareholders. Details of the Make Whole Provision transactions are presented below:
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| 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 | 3,830,417 | $1.71 | 95,764 | $68.40 | 1,918,371 | $3.41 | $6,739,000 |
| Common Warrants issued in 2024 | 963,745 | $1.71 | 24,104 | $68.40 | 482,676 | $3.41 | $1,696,000 |
| Placement Agent Warrants | 306,433 | $1.71 | 7,663 | $68.40 | 153,470 | $3.41 | $539,000 |
| Total | 5,100,595 | 127,531 | 2,554,517 | $8,974,000 | |||
| Aggregate Exercise Price | $8,722,000 | $8,722,000 | $8,722,000 | ||||
(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 thethree months ended* September 30, 2024*,208,933 Common Warrants were exercised, at a price of $3.41438 per share, for 208,933 shares of Common Stock. The Company received gross and net proceeds of $713,000 and $671,000, respectively. Subsequent to* September 30, 2024,*an additional 73,381 Common Warrants were exercised, at a price of $3.41438 per share, for 73,381 shares of Common Stock. The Company received gross and net proceeds of $251,000 and $231,000, 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 2023and pursuant to our Engagement Letter, SEG acted as placement agent in connection with our March 30, 2023Purchase Agreement. During thethree* months ended* September 30, 2024*, pursuant to the terms of the Placement Agent Agreement, we paid SEG a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the 208,933 Common Stock Warrants. The fee was $57,000. Mr. Schechter didnot receive any of the fee paid.
Common Warrants outstanding as of* September 30, 2024* are as follows:
| Issue Date | Warrants Outstanding | Exercise Price | Expiration Date |
|---|---|---|---|
| Q2 2021 | 19 | $2,640.00 | Q4 2024 |
| Q1 2023 | 1,872,908 | $3.41 | Q3 2028 |
| Q2 2024 | 472,676 | $3.41 | Q4 2029 |
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Common Warrant activity for the year ended* December 31, 2023* andnine months ended* September 30, 2024* is presented below.
| Outstanding and Exercisable | ||
|---|---|---|
| Number of Warrants | Weighted Average Exercise Price | |
| Warrants outstanding and exercisable, December 31, 2022 | 8,609 | $2,653.60 |
| Granted | 113,597 | 10.17 |
| Exercised | (18,681) | 31.18 |
| Expired | (72) | 2,853.75 |
| Warrants outstanding and exercisable, December 31, 2023 | 103,453 | 69.03 |
| Granted | 24,104 | 68.40 |
| Make Whole Provision | 2,426,986 | 3.41 |
| Exercised | (208,933) | 3.41 |
| Expired | (7) | 2,400.00 |
| Warrants outstanding and exercisable, September 30, 2024 | 2,345,603 | $3.44 |
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 thenine months ended* September 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* September 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.
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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* March31,* 2023. The Private Placement closed on* March31,* 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 $68.40 (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 to the extent such provisions permit the conversion or exercise of the Preferred Stock to occur at a price below $11.168. 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 $11.168 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).
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.
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During thenine months ended* September 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.
During thethree andnine months ended* September 30, 2023*,1,229 and 1,404 shares of Series F Preferred Stock, plus accrued dividends of $43,000 and $47,000, were converted into 49,143 and 52,812 shares of the Company's Common Stock, respectively. During thenine months ended* September 30, 2024*,3,033 shares of Series F Preferred Stock, plus accrued dividends of $194,000, were converted into 288,968 shares of the Company’s Common Stock. There were 545 shares of Series F Preferred Stock outstanding and accrued dividends of $16,000 as of* September 30, 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 | |
|---|---|---|---|---|
| March 31, 2023 Issuance | 6,550 | $— | — | |
| 2023 Accrued Dividends | — | 343,000 | — | |
| 2023 Conversions | (4,620) | (207,000) | $13.60 | 352,624 |
| December 31, 2023 Balance | 1,930 | 136,000 | 352,624 | |
| 2024 Issuances | 1,648 | — | — | |
| 2024 Accrued Dividends | — | 76,000 | — | |
| 2024 Conversions | (3,033) | (196,000) | $11.20 | 288,968 |
| September 30, 2024 Balance | 545 | $16,000 | $11.17 | 641,592 |
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 thenine months ended* September 30, 2024*,1,648 Preferred Warrants were exercised at a price of $975 per share. The Company received gross and net proceeds of $1,607,000 and $1,478,000, respectively. In accordance with the exercise provisions of the Preferred Stock,24,104 Common Warrants were issued during thenine months ended* September 30, 2023*.See Note4 - Capital Stock for further discussion of the Common Warrants. As of* September 30, 2024*,31,102 Preferred Warrants remained outstanding.
In accordance with the Engagement Letter discussed inNote -4. Capital Stock, during thenine months ended* September 30, 2024*, 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. The fee was $129,000. Mr. Schechter didnot receive any of the fee paid.
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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* September 30, 2024*, there wereno remaining shares in the share pool available for new grants under the2019 Plan.
Stock Options
A summary of stock option activity under our plans, and options outstanding as of, and changes made during thenine months ended* September 30, 2024* and year ended* December 31, 2023* is presented below:
| Outstanding | Exercisable | |||
|---|---|---|---|---|
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |
| Options outstanding and exercisable, December 31, 2022 | 417 | $5,744.82 | 250 | $8,274.91 |
| Vested | — | — | 83 | 1,950.00 |
| Expired | (167) | 11,435.60 | (167) | 11,435.60 |
| Options outstanding and exercisable, December 31, 2023 | 250 | 1,950.00 | 166 | 1,950.00 |
| Vested | — | — | 84 | 1,950.00 |
| Options outstanding and exercisable, September 30, 2024 | 250 | $1,950.00 | 250 | $1,950.00 |
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* September 30, 2024and2023* waszero and $31,000, respectively. Stock compensation expense related to stock options for thenine months ended* September 30, 2024and2023* was $62,000 and $93,000, respectively. The stock compensation expense was included as a general and administrative expense on our Condensed Consolidated Statements of Operations. As of* September 30, 2024* there isno remaining unamortized stock compensation expense.
Restricted Stock
As of* September 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 andnine months ended* September 30, 2024*. During thenine months ended* September 30, 2023*, in relation to the departure of certain board members,2 RSAs became fully vested. The2 RSAs, along with 49 previously vested RSUs, were delivered in shares of the Company's Common Stock in accordance with the terms of the agreements. This Restricted Stock was issued in2014 and had been fully expensed, so there wasno stock compensation expense related to Restricted Stock fornine months ended* September 30, 2023*. During thenine months ended* September 30, 2023*,4,440 RSUs were granted to certain board members. These RSU's vested immediately upon issuance and the stock compensation related to RSUs for thenine months ended* September 30, 2023* was $380,000, which was included in general and administrative expense on our Condensed Consolidated Statements of Operations.
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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 andnine months ended* September 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 share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Numerator: | ||||
| Net loss | $(1,040) | $(895) | $(3,159) | $(3,163) |
| Less: preferred stock dividends | 12 | 133 | 76 | 282 |
| Less: deemed dividend | 8,974 | — | 8,974 | — |
| Less: inducement of warrant exercise | — | — | — | 751 |
| Less: warrant modification | — | — | — | 25 |
| Net loss attributable to common stockholders | $(10,026) | $(1,028) | $(12,209) | $(4,221) |
| Denominator: | ||||
| Weighted-average number of shares of common stock for basic and diluted net loss per share | 890,943 | 243,378 | 735,286 | 230,214 |
| Basic and diluted net loss per share | $(11.25) | $(4.22) | $(16.60) | $(18.34) |
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 September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Outstanding stock options | 250 | 250 |
| Common stock issuable upon conversion of Series F Preferred Stock (1) | 164,857 | 1,507,155 |
| Common stock issuable upon conversion of Series F Preferred Warrants (2) | 2,784,921 | 2,932,486 |
| Common stock issuable upon conversion of Common Stock warrants | 2,345,603 | 113,623 |
| (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 $11.168 as of September 30, 2024, and at the initial conversion price of $68.40 as of September 30, 2023. |
| (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 $11.168 per share as of September 30, 2024 and at the initial conversion price of $68.40 as of September 30, 2023. |
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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 andnine months ended* September 30, 2024and2023* is presented in the following tables (in thousands):
| Managed Services | Collaboration Products | Corporate | Total | |
|---|---|---|---|---|
| Revenue | $510 | $68 | $— | $578 |
| Cost of revenues | 295 | 204 | — | 499 |
| Gross profit | $215 | $(136) | $— | $79 |
| Gross profit % | 42% | (200)% | 14% | |
| Allocated operating expenses | $60 | $104 | $— | $164 |
| Unallocated operating expenses | — | — | 987 | 987 |
| Total operating expenses | $60 | $104 | $987 | $1,151 |
| Operating income (loss) | $155 | $(240) | $(987) | $(1,072) |
| Interest income, net | (31) | (1) | — | (32) |
| Income (loss) before income taxes | 186 | (239) | (987) | (1,040) |
| Income tax expense | — | — | — | — |
| Net income (loss) | $186 | $(239) | $(987) | $(1,040) |
| Managed Services | Collaboration Products | Corporate | Total | |
|---|---|---|---|---|
| Revenue | $603 | $269 | $— | $872 |
| Cost of revenues | 398 | 250 | — | 648 |
| Gross profit | $205 | $19 | $— | $224 |
| Gross profit % | 34% | 7% | 26% | |
| Allocated operating expenses | $— | $151 | $— | $151 |
| Unallocated operating expenses | — | — | $998 | 998 |
| Total operating expenses | $— | $151 | $998 | $1,149 |
| Operating income (loss) | $205 | $(132) | $(998) | $(925) |
| Interest income, net | (35) | 5 | — | (30) |
| Income (loss) before income taxes | 240 | (137) | (998) | (895) |
| Income tax expense | — | — | — | — |
| Net income (loss) | $240 | $(137) | $(998) | $(895) |
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| Managed Services | Collaboration Products | Corporate | Total | |
|---|---|---|---|---|
| Revenue | $1,540 | $275 | $— | $1,815 |
| Cost of revenues | 995 | 624 | — | 1,619 |
| Gross profit | $545 | $(349) | $— | $196 |
| Gross profit % | 35% | (127)% | 11% | |
| Allocated operating expenses | $122 | $347 | $— | $469 |
| Unallocated operating expenses | — | — | 3,001 | 3,001 |
| Total operating expenses | $122 | $347 | $3,001 | $3,470 |
| Operating income (loss) | $423 | $(696) | $(3,001) | $(3,274) |
| Interest income, net | (98) | (26) | — | (124) |
| Income (loss) before income taxes | 521 | (670) | (3,001) | (3,150) |
| Income tax expense | 6 | 3 | — | 9 |
| Net income (loss) | $515 | $(673) | $(3,001) | $(3,159) |
| Managed Services | Collaboration Products | Corporate | Total | |
|---|---|---|---|---|
| Revenue | $1,933 | $933 | $— | $2,866 |
| Cost of revenues | 1,288 | 956 | — | 2,244 |
| Gross profit | $645 | $(23) | $— | $622 |
| Gross profit % | 33% | (2)% | 22% | |
| Allocated operating expenses | $3 | $61 | $— | $64 |
| Unallocated operating expenses | — | — | 3,777 | 3,777 |
| Total operating expenses | $3 | $61 | $3,777 | $3,841 |
| Operating income (loss) | $642 | $(84) | $(3,777) | $(3,219) |
| Interest income, net | (69) | (25) | — | (94) |
| Income (loss) before income taxes | 711 | (59) | (3,777) | (3,125) |
| Income tax expense | 7 | 31 | — | 38 |
| Net income (loss) | $704 | $(90) | $(3,777) | $(3,163) |
Unallocated operating expenses in Corporate include costs for thethree andnine months ended* September 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.
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For thethree months ended* September 30, 2023,11% of our revenue was attributable to the United Kingdom. For thethree* months ended* September 30, 2024,and thenine* months ended* September 30, 2024and2023,* there wasno material revenue attributable to any individual foreign country.
Revenue by geographic area is allocated as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Domestic | $227 | $356 | $698 | $1,356 |
| Foreign | $351 | $516 | 1,117 | 1,510 |
| $578 | $872 | $1,815 | $2,866 | |
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):
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2024 | % of Revenue | 2023 | % of Revenue | |
| Revenue: Managed Services | ||||
| Video collaboration services | $6 | 1% | $38 | 4% |
| Network services | 502 | 87% | 557 | 64% |
| Professional and other services | 2 | —% | 8 | 1% |
| Total Managed Services revenue | $510 | 88% | $603 | 69% |
| Revenue: Collaboration Products | ||||
| Visual collaboration product offerings | $68 | 12% | $268 | 31% |
| Professional and other services | - | —% | 1 | —% |
| Total Collaboration Products revenue | $68 | 12% | $269 | 31% |
| Total revenue | $578 | 100% | $872 | 100% |
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| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2024 | % of Revenue | 2023 | % of Revenue | |
| Revenue: Managed Services | ||||
| Video collaboration services | $41 | 2% | $148 | 5% |
| Network services | 1,489 | 82% | 1,758 | 61% |
| Professional and other services | 10 | 1% | 27 | 1% |
| Total Managed Services revenue | $1,540 | 85% | $1,933 | 67% |
| Revenue: Collaboration Products | ||||
| Visual collaboration product offerings | $275 | 15% | $932 | 33% |
| Professional and other services | - | —% | 1 | —% |
| Total Collaboration Products revenue | $275 | 15% | $933 | 33% |
| Total revenue | $1,815 | 100% | $2,866 | 100% |
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:
| Three Months Ended September 30, | |||
|---|---|---|---|
| 2024 · 2023 | |||
| Segment | % of Revenue | % of Revenue | |
| Customer A | Managed Services | 87% | 60% |
| Nine Months Ended September 30, | |||
|---|---|---|---|
| 2024 · 2023 | |||
| Segment | % of Revenue | % of Revenue | |
| Customer A | Managed Services | 83% | 56% |
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Concentration of accounts receivable was as follows:
| As of September 30, | |||
|---|---|---|---|
| 2024 · 2023 | |||
| % of Accounts · % of Accounts | |||
| Segment | Receivable | Receivable | |
| Customer A | Managed Services | 15% | —% |
| Customer B | Collaboration Products | 55% | —% |
| Customer C | Collaboration Products | —% | 38% |
| Customer D | Collaboration Products | —% | 12% |
| Customer E | Managed Services | 11% | —% |
| Customer F | Collaboration Products | 11% | —% |
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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.