Oblong, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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Sep 30, 2025 · Filed Nov 13, 2025
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Notes to unaudited Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
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.*
Oblong is building a robust cryptocurrency treasury focused on decentralized artificial intelligence ("AI") and the acquisition of $TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. The Company also provides innovative video collaboration and network solutions, centered around our patented Mezzanine™ product line and managed services. In conjunction with the Company's* June 2025private placement (see Note5* - Capital Stock for further details), the Company has started to migrate its product focus from Mezzanine™ and related services to the AI and digital assets market.
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, 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 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, 2024*, and notes thereto included in the Company’s fiscal2024 Annual Report on Form10-K, filed with the Securities and Exchange Commission (“SEC”) on* March**18,* 2025 (the “2024 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* September 30, 2025*, our total cash balance of $3,737,000 is available. Of this balance, $500,000 was held in short-term certificates of deposit with MidFirst Bank. As of* December 31, 2024*, our total cash balance of $4,965,000 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.
Stock-Based Expense
In* June 2025,the Company granted warrants to an advisor related to digital assets.**See Note5* - Capital Stock for further information.** The total stock-based cost of these warrants $375,000, which will be expensed ratably over thetwelve-month original life of the contract and vesting period of the warrants. During thethree andnine months ended* September 30, 2025,$84,000 was recorded as stock-based advisory fees in general and administrative expense. As of September 30, 2025,$291,000 of expense remains to be recognized through June 2026.*
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. The Company has included its digital asset operations in its non-segmented corporate activities.**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 estimated credit losses, the inputs used in the fair value of equity-based awards, and the fair value of digital assets.
Significant Accounting Policies
The significant accounting policies used in the preparation of these Condensed Consolidated Financial Statements are disclosed in our2024 Annual Report, and, except as discussed below regarding the Company's digital assets, there have beenno changes to the Company’s significant accounting policies during thenine months ended* September 30, 2025*.
Digital Assets
In* December 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic350-60): Accounting for and Disclosure of Crypto Assets* ("ASU2023-08"). ASU2023-08 requires in-scope digital assets (including the Company's digital asset holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such digital assets recognized in net income each reporting period. ASU2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company has adopted this guidance during thenine months ended* September**30,* 2025.
Fair Value Measurement
The Company accounts for the fair value measurement of its digital assets in accordance with FASB Accounting Standards Codification ("ASC")820, Fair Value Measurement. ASC820 defines fair value as the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date. Market participants are considered to be independent, knowledgeable, and willing and able to transact. It requires the Company to assume that its digital assets are sold in their principal market, or in the absence of a principal market, the most advantageous market. As a basis for considering such assumptions, there exists athree-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| • | Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. |
| • | Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability, or indirectly observable through corroboration with observable market data. |
| • | Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date |
This hierarchy requires the Company to use observable market data when available and to minimize the use of unobservable inputs when determining fair value. Due to the availability of unadjusted quoted prices in active markets, the Company has determined that its digital assets are Level1.
The unrealized gains and losses resulting from remeasurement of digital assets are recorded in other income on the Condensed Consolidated Statement of Operations. The Company recorded unrealized losses of $1,517,000 and $1,486,000 for thethree andnine months ended* September 30, 2025*, respectively.
BitGo secures the Company's digital assets in regulated, insured, cold storage with BitGo Trust Company, Inc., and facilitates the Company's acquisitions of $TAO through its affiliated platforms. BitGo serves as the principal market for the Company's digital assets. The fair value of digital assets is primarily determined based on pricing data obtained from BitGo.
Accounting for Digital Assets
Fair Market Value
Digital assets are measured at their fair market values using the last close price of the day in the UTC time zone at each reporting period end on the balance sheet. The Company's digital assets are presented as current assets. The majority of the Company's digital assets are staked withno lock-up period, and are considered current assets in accordance with ASC210-10-20, Balance Sheet, due to the Company's ability to sell them in a liquid marketplace and with a reasonable expectation that they will be realized in cash during the normal operating cycle of our business to support operations if needed.
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Cost Basis
The cost basis of the Company's digital assets is measured at fair value based on the spot price at the time of receipt if obtained through staking rewards, or the purchase price if obtained by cash, consistent with the applicable guidance under ASC350-60. The Company has elected to adopt the First-In, First-Out ("FIFO") method for determining the cost basis of digital assets disposed of. The method assumes that the assets that were acquiredfirst are disposed of first. Realized gains and losses from the disposal of digital assets are included in other income in the Condensed Consolidated Statements of Operations. The Company hadno realized gains or losses from the disposal of digital assets for thethree andnine months ended* September 30, 2025*.
Revenue Recognition - Digital Assets
The Company had staked $6,610,000 of digital assets as of* September 30, 2025*. The Company’s ability to sell or transfer staked digital assets is subject to restrictions related to unbonding periods, which are based on network traffic on the respective blockchains. As of* September 30, 2025*, all staked digital assets could be unbonded immediately. The blockchain rewards generated from proprietary staking activities for thethree andnine months ended* September 30, 2025*, of $97,000 and $99,000, respectively, were recorded in revenue. The Company stakes its $TAO directly from qualified custody with BitGo Trust, enabling a yield generation while maintaining the highest standards of security and regulatory compliance. As of* September 30, 2025*, the Company's staked assets have immediate terms, meaning there isno lock-up period upon the asset being un-staked.
In exchange for staking the crypto assets on blockchain networks, the Company is entitled to a fractional share of the fixed digital asset award athird-party validator node receives for successfully validating or adding a block to the blockchain. This award is remitted in the native token of the validator node and is referred to as a staking reward. The Company’s staking reward received from delegating to athird-party validator node is proportionate to the digital assets staked by the Company compared to the total digital assets staked by all delegators to that node at that time. Token rewards earned from staking are calculated and distributed directly to Oblong's digital wallets by the blockchain networks as part of their consensus mechanisms.
The Company considers the provision of validating blockchain transactions an output of the Company’s ordinary activities, providing a service to the blockchain network, and accounts for the staking rewards under ASC606. Each separate validation under a smart contract with a network represents a performance obligation. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, the fair value of the staking reward is recognized and recorded as revenue. Once the Company has acquired the reward, the tokens are added to our digital asset holdings, and their fair value is accounted for in accordance with ASC820.
| For the Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Asset | Token Rewards | Revenue ($USD) | Token Rewards | Revenue ($USD) |
| $TAO | 273.84 | $97,000 | — | $— |
| For the Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Asset | Token Rewards | Revenue ($USD) | Token Rewards | Revenue ($USD) |
| $TAO | 280.41 | $99,000 | — | $— |
Cost of Revenue
The Company’s cost of revenues related to its digital asset staking are primarily advisory fees incurred for the processing of the staking transactions and fees for BitGo (our cryptocurrency exchange). These costs are directly related to the production of digital asset staking revenues. Forthree andnine months ended* September 30, 2025*, the cost associated with the revenue recorded from digital asset staking was $8,000 and $9,000, respectively.
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Recently Issued Accounting Pronouncements
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, 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 ASUNo.* 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40) 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.
Note2 - Digital Assets
The Company accounts for its digital assets, which are comprised solely of $TAO tokens, as indefinite-lived intangible assets in accordance with ASC350. The Company’s digital assets are initially recorded at cost and are measured at fair value as of each reporting period. $TAO tokens are available as partial tokens. The Company shows its token holdings rounded to the nearestone-hundredth of a token.
The following table summarizes the Company's digital asset holdings as of* September 30, 2025*:
| Asset | Tokens | Cost | Fair Market Value | Unrealized Loss |
|---|---|---|---|---|
| Staked $TAO | 21,811.63 | $8,096,000 | $6,610,000 | $1,486,000 |
| Un-staked $TAO | 10.40 | 3,000 | 3,000 | - |
| 21,822.03 | $8,099,000 | $6,613,000 | $1,486,000 |
The following table summarizes the Company's digital asset activity for thethree andnine months ended* September 30, 2025*, and the fair value is presented as of* September 30, 2025*:
| $TAO Tokens | $USD Fair Value | |
|---|---|---|
| Digital asset balance on March 31, 2025 | — | $— |
| $TAO Token Purchases | 5,024.71 | 1,650,000 |
| $TAO Staking Rewards | 6.57 | 2,000 |
| Unrealized Gains on Fair Value Remeasurement | — | 31,000 |
| Digital asset balance on June 30, 2025 | 5,031.28 | $1,683,000 |
| $TAO Token Purchases | 16,516.91 | 6,350,000 |
| $TAO Staking Rewards | 273.84 | 97,000 |
| Unrealized Loss on Fair Value Remeasurement | — | (1,517,000) |
| Digital asset balance on September 30, 2025 | 21,822.03 | $6,613,000 |
The Company recorded unrealized losses of $1,517,000 and $1,486,000 in its Condensed Consolidated Statement of Operations for thethree andnine months ended* September 30, 2025*, respectively.
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Note3 - Liquidity
As of* September 30, 2025*, we had $3,737,000 in cash and cash equivalents and working capital of $9,820,000. For thenine months ended* September 30, 2025*, we incurred a net loss of $3,567,000, financing activities provided $9,043,000 in net cash, and we used net cash of $2,271,000 in operating activities and $8,000,000 in investing activities.
We believe our existing cash and cash equivalents, and the fair value of our $TAO tokens (if converted to cash), will be sufficient to fund our operations and meet our working capital requirements for at least the nexttwelve months from the date of this Report.
Note4 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Compensation costs | $174 | $560 |
| Customer deposits | 105 | 77 |
| Professional fees | 83 | 86 |
| Taxes and regulatory fees | 328 | 201 |
| Accrued rent | 170 | 170 |
| Accrued dividends on Series F Preferred Stock | 19 | 29 |
| Other accrued expenses and liabilities | 4 | 8 |
| Accrued expenses and other liabilities | $883 | $1,131 |
As of* September 30, 2025*, and* December 31, 2024*, our Managed Services segment had accrued expenses and other current liabilities of $10,000 and $18,000, respectively. These expenses consisted primarily of accrued payroll, taxes, and regulatory fees. The decrease was primarily related to lower accrued compensation expense due to the timing of payroll for the period.
As of* September 30, 2025*, and* December 31, 2024*, accrued expenses and other current liabilities for our Collaboration Products segment were $277,000 and $252,000, respectively. These amounts primarily consist of rent expenses and customer deposits. The increase is related to higher customer deposits.
Unallocated accrued expenses were $596,000 and $861,000 as of* September 30, 2025*, and* December 31, 2024*, respectively. Unallocated accrued expenses consisted primarily of compensation expenses, professional service expenses, accrued dividends, and corporate franchise taxes. The decrease was primarily related to a reduction of accrued compensation expense, offset slightly by increased accruals for corporate franchise tax.
Note5 - Capital Stock
Common Stock
The Company’s Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “OBLG.” As of* September 30, 2025*, we had 150,000,000 shares of our Common Stock authorized, with 3,207,399 and 3,207,210 shares issued and outstanding, respectively.
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 $500,000 of the Company’s Common Stock. Under the Company’s Stock Repurchase Program, repurchases of Common Stock maybe funded using the Company’s existing cash balance and/or future cash flows through repurchases made in the open market, in privately negotiated transactions, or pursuant to other means determined by the Company, in each case as permitted by securities laws and other legal requirements. The number of shares purchased under the Stock Repurchase Program and the timing of any purchases maybe based on many factors, including the level of the Company’s available cash, general business conditions, and the pricing of the Common Stock. The Stock Repurchase Program doesnot* obligate the Company to acquire a specific number of shares, and* maybe suspended, modified, or terminated at any time. All shares of Common Stock repurchased under the Stock Repurchase Program are recorded as treasury stock. The Stock Repurchase Program doesnot* have an expiration date. As of the filing of this Report, the Company hasnot repurchased any shares of Common Stock and has $500,000 remaining under the Stock Repurchase Program.
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During thethree andnine months ended* September 30, 2025*,116,861 and 521,725 shares of the Company’s Common Stock were issued related to the exercise of 116,861 and 521,725 Common Warrants, respectively. During thenine 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. See discussion of Common Warrants below for further details.
During thethree andnine months ended* September 30, 2025*,1,283,131 shares of the Company's Common Stock were issued related to the exercise of 1,283,131 Pre-Funded Warrants. See discussion of2025 Private Placement and Pre-Funded Warrants below for further details.
During thethree andnine months ended* September 30, 2025*,212,454 and 257,617 shares of the Company's Common Stock were issued related to the conversion of 780 and 970 shares of Series F Preferred Stock, plus accrued dividends of approximately $20,000 and $39,000, 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 of approximately $194,000.**See Note6 - Preferred Stock **for further details.
Common Stock activity for the year ended* December 31, 2024*, and thenine months ended* September 30, 2025*, is presented below.
| Issued Shares as of December 31, 2023 | 573,644 |
|---|---|
| Issuances from Preferred Stock conversions | 282,335 |
| Issuances related to Common Warrant exercises | 288,947 |
| Issued Shares as of December 31, 2024 | 1,144,926 |
| Issuances from Common Warrant exercises | 521,725 |
| Issuances from Preferred Stock conversions | 257,617 |
| Issuances from Pre-Funded Warrant exercises | 1,283,131 |
| Issued Shares as of September 30, 2025 | 3,207,399 |
| Less Treasury Shares: | (189) |
| Outstanding Shares as of September 30, 2025 | 3,207,210 |
Common Stock Warrants and2023 Placement Agent 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*“2023* 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 toNote6 - Preferred Stock **for further discussion on the Series F Preferred Stock and Preferred Warrants.
In connection with the2023 Private Placement, pursuant to an engagement letter dated* March**30,* 2023 (the*“2023* 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*“2023* Placement Agent Warrants”) to purchase 7,663 shares of Common Stock.
On* March**31,* 2023, the Company issued the Common Warrants and the2023 Placement Agent Warrants to purchase an aggregate of 103,427 shares of the Company’s Common Stock. The Common Warrants and2023 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 and2023 Placement Agent Warrants are exercisable for cash, provided that if there isno effective registration statement 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.
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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 $11.17 (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 $11.17 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, and similar events). On* September 13, 2024,*the Company and the Investors agreed to amend the waiver to remove the minimum price restriction on the exercise of Common Warrants.
During the year ended* December 31, 2024*,24,104 Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants.See Note6 - Preferred Stock for additional details 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 and2023 Placement Agent Warrants were adjusted to $3.41 per share, and the number of Common Warrant shares that* maybe purchased upon exercise of the Common Warrants and the2023* 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 2023 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 reduced the net income available to common shareholders during the year ended* December 31, 2024*. Details of the Make Whole Provision transactions are presented below:
| 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 andnine months ended* September 30, 2025*,152,519 Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants. These Common Warrants are exercisable at an exercise price of $3.41 and have a term offive years.
During thethree andnine months ended* September 30, 2025*,116,861 and 521,725 Common Warrants were exercised ata price of $3.41 per share for 116,861 and 521,725 shares of Common Stock, respectively. The Company received gross proceeds of $399,000 and$1,781,000, and net proceeds of $367,000 and$1,639,000, respectively. During thethree andnine 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. The Company received gross and net proceeds of $713,000 and $671,000, respectively.
One of our directors, Jonathan Schechter, is currently a partner at The Special Equities Group (“SEG”), a division of Dawson James Securities, Inc. (“Dawson James”). In* March 2023,prior to Mr. Schechter’s appointment to our board in May 2023and pursuant to our2023* Engagement Letter, Dawson James acted as placement agent in connection with our* March 30, 2023Purchase Agreement. During thethree* andnine months ended* September 30, 2025*, pursuant to the terms of the2023 Placement Agent Agreement, we paid Dawson James a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the Common Stock Warrants. The fees were $32,000 and$142,000, respectively. During thethree andnine months ended* September 30, 2024*, we paid Dawson James a cash fee of $57,000. Mr. Schechter didnot receive any of the fees paid.
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2025 Private Placement and Pre-Funded Warrants
On* June 6, 2025,we entered into a securities purchase agreement, dated as of June 5, 2025 (the“2025* Securities Purchase Agreement”), with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement (the*“2025* Private Placement”), pre-funded warrants to acquire up to 1,989,392 shares of our Common Stock (the “Pre-Funded Warrants") in exchange for gross proceeds of approximately $7.5 million. Net proceeds to the Company were approximately $6,888,000, after deducting placement agent fees of $375,000 and other offering expenses of $237,000 payable by the Company. During thethree andnine months ended* September 30, 2025*,1,283,131 Pre-Funded Warrants were exercised, and 706,261 Pre-Funded Warrants remained outstanding. Nominal proceeds were received by the Company upon exercise of the Pre-Funded Warrants.
The exercise price upon exercise of each Pre-Funded Warrant is $0.0001 per share of Common Stock, with an aggregate exercise price of $3.77 per share of Common Stock, of which $3.7699 per share of Common Stock was paid by the holders at the closing on* June 10, 2025.The exercise price of the Pre-Funded Warrants is subject to appropriate adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, cash distributions, reclassifications, exchanges, combinations, or substitutions affecting our Common Stock. In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holders of Pre-Funded Warrants may*elect instead to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.
The Pre-Funded Warrants are exercisable immediately upon issuance, subject to the conditions and limitations on exercise set forth in each Pre-Funded Warrant. A holder of the Pre-Funded Warrants* may**not* exercise any portion of such holder’s Pre-Funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least61 days’ prior notice from the holder to the Company, the holder* may*increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.
Pursuant to the2025 Private Placement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the Pre-Funded Warrantsno later than15 days after the date of the Purchase Agreement, and to use commercially reasonable efforts to have the registration statement declared effective within60 days following the date of the Purchase Agreement (or90 days following the date of the Purchase Agreement in the event of a “full review” by the SEC). The Company filed the registration statement on* June 20, 2025,and it was declared effective August 1, 2025.*
The Private Placement is exempt from the registration requirements of the Securities Act of1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuernot involving any public offering under Section4(a)(2) of the Securities Act and Rule506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule501(a) of Regulation D and that it is acquiring the securities for investment only andnot with a view towards, or for resale in connection with, the public sale or distribution thereof. The Pre-Funded Warrants are being offered without any general solicitation by the Company or its representatives.
Subject to applicable laws and the restriction on transfer set forth in the Pre-Funded Warrants, the Pre-Funded Warrants* maybe transferred. Upon the consummation of a fundamental transaction (as described in the Pre-Funded Warrants, and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our assets, our consolidation or merger with or into another person in which we arenot* the surviving entity, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power of our outstanding common stock), a holder of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the same kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants. Except for the right to participate in certain dividends and distributions and as otherwise provided in the Pre-Funded Warrants or by virtue of a holder’s ownership of our Common Stock, the holders of the Pre-Funded Warrants donot have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants.No term of the Pre-Funded Warrants* may*be amended or waived without the written consent of the holder of such Pre-Funded Warrants.
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2025 Placement Agent Warrants
Dawson James again served as the Company’s exclusive Placement Agent in connection with the2025 Private Placement, pursuant to that engagement letter, dated as of* June 4, 2025,as amended, between the Company and Placement Agent (the“2025* Engagement Letter”). Pursuant to the2025 Engagement Letter, the Company paid the Placement Agent (i) a total cash fee equal to 5% of the aggregate gross proceeds raised in the2025 Private Placement and (ii) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In addition, the Company issued to the Placement Agent or its designees warrants (the*“2025* Placement Agent Warrants”) to purchase up to an aggregate of 99,470 shares of Common Stock. The Placement Agent Warrants are exercisable immediately upon issuance. The terms of the Placement Agent Warrants are substantially the same as those of the Pre-Funded Warrants, except that the Placement Agent Warrants will expire on* June 10, 2030,are initially exercisable at a price of $4.7125 per share of Common Stock, mayonly be exercised a cashless basis if there isno* effective registration statement registering the underlying shares, and in the event of a Fundamental Transaction as defined in the Placement Agent Warrants, warrant holders* mayrequire the company to purchase the remaining unexercised portion of a Placement Agent Warrant for an amount equal to the Black-Scholes Value of that portion, as of the date of the Fundamental Transaction, unless the Fundamental Transaction isnot* within the Company’s control, as described in the Placement Agent Warrants. There isno established public trading market for the Placement Agent Warrants, and we donot intend to list the Placement Agent Warrants on any national securities exchange or nationally recognized trading system
The2025 Placement Agent Warrants were issued on* June 10, 2025,and as of September 30, 2025*, no 2025 Placement Agent Warrants have been exercised.
As discussed above,one of our directors is currently a partner at SEG, a division of Dawson James. During thethree andnine months ended* September 30, 2025*, pursuant to the terms of the2025 Placement Agent Agreement, we paid Dawson James a cash fee equal to $375,000 (or 5% of the aggregate gross proceeds raised from the2025 Private Placement), and $50,000 in fees and expenses. Mr. Schechter didnot receive any of the fees paid, nor were any of the2025 Placement Agent Warrants issued to him.
Advisor Warrants
On* June 5, 2025,the Company issued warrants to acquire up to 100,000 shares of our Common Stock (the "Advisor Warrants") to Brandon Sofer, our advisory agent (in such capacity, the "Advisory Agent") in connection with the Advisory Agent's provision of certain treasury advisory services. The terms of the Advisor Warrants are identical to those of the Placement Agent Warrants, except that the Advisor Warrants will expire on June 5, 2028,are initially exercisable in part beginning on July 7, 2025at a price of $3.77 per share of Common Stock, and will vest in equal installments at a rate of1/12th* (8.33%) per month, beginning on thethirty day anniversary of the issue date, fortwelve month. As of* September 30, 2025*,25,000 of the Advisor Warrants had vested andno Advisor Warrants had been exercised.
Outstanding warrants for the Company's Common Stock, as of* September 30, 2025*, are as follows:
| Issue Date and Description | Warrants Outstanding | Exercise Price | Expiration Date |
|---|---|---|---|
| Q1 2023 - Common Warrants and 2023 Placement Agent Warrants | 1,359,519 | $3.41 | Q3 2028 |
| Q2 2024 - Common Warrants | 390,959 | $3.41 | Q4 2029 |
| Q2 2025 - Pre-Funded Warrants (1) | 706,261 | $3.77 | Q2 2030 |
| Q2 2025 - Advisor Warrants | 100,000 | $3.77 | Q2 2028 |
| Q2 2025 - 2025 Placement Agent Warrants | 99,470 | $4.71 | Q2 2030 |
| Q3 2025 - Common Warrants | 152,519 | $3.41 | Q3 2030 |
| 2,808,728 | $3.56 |
| (1) | The exercise price for the Pre-Funded Warrants was paid upon issuance of the warrants. The exercise of these warrants will not result in additional proceeds for the Company. |
-14-
Common warrant activity for the year ended* December 31, 2024*, and thenine months ended* September 30, 2025*, is presented below.
| Outstanding and Exercisable | ||
|---|---|---|
| Number of Warrants | Weighted Average Exercise Price | |
| 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 | (282,314) | $3.41 |
| Expired | (26) | $2,575.38 |
| Warrants outstanding and exercisable, December 31, 2024 | 2,272,203 | $3.41 |
| Granted | 2,341,381 | $3.79 |
| Exercised | (1,804,856) | $3.67 |
| Warrants outstanding and exercisable, September 30, 2025 | 2,808,728 | $3.56 |
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 wereno treasury stock transactions during thethree andnine months ended* September 30, 2025*, or the year ended* December 31, 2024*.
Note6 - Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of* September 30, 2025*, we had 1,983,250 designated shares of preferred stock and 150 shares of preferred stock issued and outstanding.
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. The2023 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 shares of Series F Preferred Stock 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 Stock* 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 Series F 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 Series F Preferred Stock to occur at a price below $11.17. 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 $11.17 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, and similar events).
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Following the2025 Private Placement, in accordance with the terms of the Certificate of Designations, the Conversion Price was adjusted to $3.77 per share.
Under the Certificate of Designations, shares of the Series F Preferred Stock have an initial stated value of $1,000 per share (the “Stated Value”). The holders of 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 Stock. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series F Preferred Stock will accrue dividends at the rate of 20% per annum (the “Default Rate”). Shares of Series F Preferred Stock haveno voting rights, other than with respect to certain matters affecting the rights of the Series F Preferred Stock. On matters with respect to which the holders of the Series F Preferred Stock have a right to vote, holders of the Series F Preferred Stock 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 Stock.
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 Stock 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 Stock, 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 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. During thethree andnine months ended* September 30, 2025*,780 and 970 shares of Series F Preferred Stock, plus accrued dividends of $20,000 and $39,000 were converted into 212,454 and 257,617 shares of the Company's Common Stock, respectively. As of* September 30, 2025*,150 shares of Series F Preferred Stock and $19,000 of accrued dividends were outstanding.
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 | 1,930 | $136,000 | $13.60 | 352,624 |
| 2024 Issuances | 1,648 | — | — | |
| 2024 Accrued Dividends | — | 89,000 | — | |
| 2024 Conversions | (3,033) | (196,000) | $11.20 | 288,947 |
| December 31, 2024 Balance | 545 | 29,000 | $11.17 | 641,571 |
| 2025 Issuances | 575 | — | 3.77 | — |
| 2025 Accrued Dividends | — | 29,000 | — | |
| 2025 Conversions | (970) | (39,000) | $3.77 | 257,617 |
| September 30, 2025 Balance | 150 | $19,000 | $3.77 | 899,188 |
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Series F Preferred Stock Warrants
The Preferred Warrants are exercisable for Series F Preferred Stock 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 andnine months ended* September 30, 2025*,575 Preferred Warrants were exercised into 575 shares of Series F Preferred Stock for gross and net proceeds of $561,000 and $516,000, respectively. During thenine months ended* September 30, 2024*,1,648 Preferred Warrants were exercised into 1,648 shares of Series F Preferred Stock for gross and net proceeds of $1,607,000 and $1,478,000, respectively. As of* September 30, 2025*,30,527 Preferred Warrants remained outstanding.
As discussed in Note5 - Capital Stock,one of our directors is currently a partner at SEG, a division of Dawson James. During thethree andnine months ended* September 30, 2025*, and thenine months ended* September 30, 2024*, pursuant to the terms of the2023 Placement Agent Agreement, we paid Dawson James a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the Preferred Stock Warrants. The fees were $45,000 and $129,000, respectively. Mr. Schechter didnot receive any of the fees paid.
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, 2025,and2024*, 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator: | ||||
| Net loss | $(2,290) | $(1,040) | $(3,567) | $(3,159) |
| Less: preferred stock dividends | 4 | 12 | 29 | 76 |
| Less: deemed dividend | — | 8,974 | — | 8,974 |
| Net loss attributable to common stockholders | $(2,294) | $(10,026) | $(3,596) | $(12,209) |
| Denominator: | ||||
| Weighted-average number of shares of common stock for basic and diluted net loss per share | 3,101,231 | 890,943 | 2,049,441 | 735,286 |
| Basic and diluted net loss per share | $(0.74) | $(11.25) | $(1.76) | $(16.60) |
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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, | ||
|---|---|---|
| 2025 | 2024 | |
| Outstanding stock options | — | 250 |
| Common stock issuable upon conversion of Series F Preferred Stock (1) | 44,747 | 50,222 |
| Common stock issuable upon conversion of Series F Preferred Warrants (2) | 8,097,347 | 2,784,922 |
| Common stock issuable upon exercise of warrants for Common Stock | 2,808,728 | 2,345,603 |
| (1) | Calculation assumes conversion of the stated value and accrued dividends of the Series F Preferred Stock into Common Stock at a conversion price of $3.77 per share for 2025, and a conversion price of $11.17 for 2024. |
| (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 a conversion price of $3.77 for 2025, and a conversion price of $11.17 for 2024. |
Note8 - Segment Reporting
The Company currently operates intwo 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. The revenue recorded from the Company's digital assets for thethree andnine months ended* September 30, 2025*, is included in Corporate. The Company will continue to monitor the digital asset activity and create a new segment if it is deemed appropriate.
In2024, the Company adopted ASU2023-07. ASU2023-07 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 thethree andnine months ended* September 30, 2025*, and2024, was Pete Holst, the Company’s President and Chief Executive Officer. As part of the adoption of ASU2023-07, management reviewed the information provided to the CODM and updated the presentation of such information, including SSEs, to better align with the requirements of ASU2023-07. 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.
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Certain information concerning the Company’s segments for thethree andnine months ended* September 30, 2025*, and2024, is presented in the following tables (in thousands):
| 2025 | 2024 | % Change | |
|---|---|---|---|
| Revenue | |||
| Managed Services | $490 | $510 | (4)% |
| Collaboration Products | 14 | 68 | (79)% |
| Corporate - Digital assets | 97 | — | 100% |
| Consolidated | 601 | 578 | 4% |
| Cost of revenues | |||
| Managed Services | 345 | 295 | 17% |
| Collaboration Products | 4 | 204 | (98)% |
| Corporate - Digital assets | 8 | — | —% |
| Consolidated | 357 | 499 | (28)% |
| Gross Margin | |||
| Managed Services | 145 | 215 | (33)% |
| Collaboration Products | 10 | (136) | 107% |
| Corporate - Digital assets | 89 | — | 100% |
| Consolidated | 244 | 79 | (209)% |
| Operating expenses | |||
| Managed Services (1) | — | — | —% |
| Collaboration Products (2) | 3 | 104 | (97)% |
| Corporate (3) | 1,043 | 1,047 | (0)% |
| Consolidated | 1,046 | 1,151 | (9)% |
| Other (expense) income, net (4) | |||
| Unrealized loss on digital assets | (1,517) | — | 100% |
| Interest income, net | 29 | 32 | (9)% |
| Consolidated | (1,488) | 32 | (4750)% |
| Net loss before taxes | (2,290) | (1,040) | 120% |
| Income tax expense | — | — | 100% |
| Net loss | $(2,290) | $(1,040) | 120% |
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| 2025 | 2024 | % Change | |
|---|---|---|---|
| Revenue | |||
| Managed Services | $1,495 | $1,540 | (3)% |
| Collaboration Products | 221 | 275 | (20)% |
| Corporate - Digital assets | 99 | — | 100% |
| Consolidated | 1,815 | 1,815 | 0% |
| Cost of revenues | |||
| Managed Services | 1,076 | 995 | 8% |
| Collaboration Products | 10 | 624 | (98)% |
| Corporate - Digital assets | 9 | — | —% |
| Consolidated | 1,095 | 1,619 | (32)% |
| Gross Margin | |||
| Managed Services | 419 | 545 | (23)% |
| Collaboration Products | 211 | (349) | 160% |
| Corporate - Digital assets | 90 | — | 100% |
| Consolidated | 720 | 196 | (267)% |
| Operating expenses | |||
| Managed Services (1) | — | — | —% |
| Collaboration Products (2) | — | 330 | (100)% |
| Corporate (3) | 2,897 | 3,140 | (8)% |
| Consolidated | 2,897 | 3,470 | (17)% |
| Other (expense) income, net (4) | |||
| Managed Services | (1) | — | (100)% |
| Collaboration Products | — | 14 | 100% |
| Unrealized loss on digital assets | (1,486) | — | 100% |
| Interest income, net | 104 | 110 | (5)% |
| Consolidated | (1,383) | 124 | (1215)% |
| Net loss before taxes | (3,560) | (3,150) | 13% |
| Income tax expense | 7 | 9 | 100% |
| Net loss | $(3,567) | $(3,159) | 13% |
| (1) | There were no operating expenses related to our Managed Service segment during the three and nine months ended September 30, 2025, or 2024. |
| (2) | Operating expenses related to our Collaboration Products Segment include research and development, sales and marketing, and other miscellaneous expenses. |
| (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. The three and nine months ended September 30, 2025, also include cash and stock-based advisory fees related to digital assets. |
| (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 and unrealized gains from the fair-value remeasurement of digital assets. |
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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 arenot 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.
| Managed Services | Collaboration Products | Total | |
|---|---|---|---|
| Revenue | |||
| Network Services | $477 | $— | $477 |
| Video Collaboration | 10 | 14 | 24 |
| Professional and other services | 3 | — | 3 |
| Total revenue | 490 | 14 | 504 |
| Significant Segment Expenses | |||
| Labor and labor-related (1) | 65 | — | 65 |
| Circuit and network cost of revenue | 281 | — | 281 |
| Other segment items (2) | — | 6 | 6 |
| Segment profit | $144 | $8 | $152 |
| Segment profit margin % | 29% | 57% | |
| Unallocated (income) expense | |||
| Digital asset revenue, net (3) | $(89) | ||
| Other digital asset expenses (4) | 107 | ||
| Corporate expenses (5) | 936 | ||
| Unrealized gain on digital assets | 1,517 | ||
| Interest income | (29) | ||
| Loss before income tax expense | $(2,290) | ||
| Managed Services | Collaboration Products | Total | |
|---|---|---|---|
| Revenue | |||
| Network Services | $502 | $— | $502 |
| Video Collaboration | 6 | 68 | 74 |
| Professional and other services | 2 | — | 2 |
| Total revenue | 510 | 68 | 578 |
| Significant Segment Expenses | |||
| Labor and labor-related (1) | 33 | 176 | 209 |
| Severance | — | 46 | 46 |
| Inventory and inventory-related | — | 36 | 36 |
| Circuit and network cost of revenue | 261 | — | 261 |
| Professional services | — | 35 | 35 |
| Other segment items (2) | 1 | 14 | 15 |
| Segment profit (loss) | $215 | $(239) | $(24) |
| Segment profit margin % | 42% | (351)% | |
| Unallocated expense (income) (5) | |||
| Corporate expenses | $988 | ||
| Severance | 60 | ||
| Interest income | (32) | ||
| Loss before income tax expense | $(1,040) | ||
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| Managed Services | Collaboration Products | Total | |
|---|---|---|---|
| Revenue | |||
| Network Services | $1,457 | $— | $1,457 |
| Video Collaboration | 28 | 221 | 249 |
| Professional and other services | 10 | — | 10 |
| Total revenue | 1,495 | 221 | 1,716 |
| Significant Segment Expenses | |||
| Labor and labor-related (1) | 197 | 13 | 210 |
| Circuit and network cost of revenue | 879 | 19 | 898 |
| Bad debt expense (recovery) | — | (18) | (18) |
| Other segment items (2) | 1 | — | 1 |
| Segment profit | $418 | $207 | $625 |
| Segment profit margin % | 28% | 94% | |
| Unallocated (income) expense | |||
| Digital asset revenue, net (3) | $(90) | ||
| Other digital asset expenses (4) | 107 | ||
| Corporate expenses (5) | 2,786 | ||
| Unrealized loss on digital assets | 1,486 | ||
| Interest income | (104) | ||
| Loss before income tax expense | $(3,560) | ||
| Managed Services | Collaboration Products | Total | |
|---|---|---|---|
| Revenue | |||
| Network Services | $1,489 | $— | $1,489 |
| Video Collaboration | 41 | 275 | 316 |
| Professional and other services | 10 | — | 10 |
| Total revenue | 1,540 | 275 | 1,815 |
| Significant Segment Expenses | |||
| Labor and labor-related (1) | 95 | 514 | 609 |
| Property and office expense | — | 45 | 45 |
| Severance | — | 46 | 46 |
| Inventory and inventory-related | — | 185 | 185 |
| Circuit and network cost of revenue | 897 | — | 897 |
| Other non-inventory cost of revenue | 3 | 18 | 21 |
| Professional Services | — | 144 | 144 |
| Other segment items (2) | — | (12) | (12) |
| Segment profit (loss) | $545 | $(665) | $(120) |
| Segment profit margin % | 35% | (242)% | |
| Unallocated expense (income) (5) | |||
| Corporate expenses | $3,018 | ||
| Severance | 60 | ||
| Stock compensation | 62 | ||
| Interest income | (110) | ||
| Loss before income tax expense | $(3,150) | ||
| (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) | Digital asset revenue, net, includes staking reward revenue of $97,000 and $99,000 for the three and nine months ended September 30, 2025, respectively, offset by cost of revenue of $8,000 and $9,000 for the three and nine months ended September 30, 2025, respectively. |
| (4) | Other digital asset expenses include cash advisory fees of $23,000, and stock-based advisory fees of $84,000, for the three and nine months ended September 30, 2025. |
| (5) | 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. |
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For thethree andnine months ended* September 30, 2025*, and2024,no material revenue was attributable to any individual foreign country. Approximately 1% of foreign revenue is billed in foreign currency, and foreign currency gains and losses arenot material. Revenue by geographic area is allocated as follows (in thousands):
| Three Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Domestic | $289 | $227 |
| Foreign | 312 | 351 |
| $601 | $578 | |
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Domestic | $862 | $698 |
| Foreign | 953 | 1,117 |
| $1,815 | $1,815 | |
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, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Segment | % of Revenue | % of Revenue | |
| Customer A | Managed Services | 80% | 87% |
| Nine Months Ended September 30, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Segment | % of Revenue | % of Revenue | |
| Customer A | Managed Services | 81% | 83% |
Staking rewards on the Company's digital assets made up 16% and 5% of the Company's consolidated revenue for thethree andnine months ended* September 30, 2025,*respectively.
Concentration of consolidated accounts receivable was as follows:
| As of September 30, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Segment | % of Accounts Receivable | % of Accounts Receivable | |
| Customer A | Collaboration Products | 40% | —% |
| Customer B | Managed Services | 31% | 11% |
| Customer C | Collaboration Products | 25% | —% |
| Customer D | Managed Services | 4% | 15% |
| Customer E | Collaboration Products | —% | 39% |
| 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.
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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.