OBLONG INC. Item 1.01. Entry into a Material Definitive Agreement. OnDecember 6, 2020 ,Oblong, Inc. , aDelaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with the accredited investors party thereto (the "Purchasers"), providing for the offer and sale by the Company to the Purchasers in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act, of (i) 1,250,000 shares (the "Shares") of the Company's Common Stock, par value$0.0001 per share ("Common Stock"), at a price of$4.00 per share in cash, and (ii) warrants to purchase up to 625,000 shares of Common Stock (the "Warrants" and, the shares of Common Stock issuable upon exercise of the Warrants, the "Warrant Shares") for gross proceeds of$5,000,000 before deducting placement agent fees and other offering expenses (the "Private Placement"). The Private Placement closed effective as ofDecember 7, 2020 , and the Company expects to use the net proceeds of the offering for general corporate purposes. The Warrants have a thirty (30) month term, are initially exercisable at$5.49 per share and are subject to cashless exercise if, at the time of exercise, the Warrant Shares are not subject to an effective resale registration statement. The Warrants are also subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Warrants do not have any price protection or price reset provisions with respect to future issuances of securities. The Purchase Agreement obligates the Company to indemnify each Purchaser and certain related parties for certain losses, including those resulting from a breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement. The Purchase Agreement also provides that until the nine (9) month anniversary of the Closing Date (as defined in the Purchase Agreement), certain eligible Purchasers will be offered the right to participate in certain subsequent financings by the Company. Pursuant to the Purchase Agreement, the Company also agreed that it will not effect certain sales of equity securities until forty-five (45) days following the effective date of a registration statement registering the Shares and Warrant Shares without consent of the Placement Agent, subject to certain exceptions. Pursuant to a registration rights agreement (the "Registration Rights Agreement") entered into by the Company with the Purchasers, the Company has agreed to file a registration statement registering the resale of the Shares and the Warrant Shares. The Company also agreed to use its best efforts to have the registration statement declared effective within 30 days from the filing date thereof, subject to certain exceptions, and to keep the registration statement continuously effective until the date that all registrable securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144 under the Securities Act ("Rule 144"), or (ii) may be sold pursuant to Rule 144 without volume, manner-of-sale or current public information restrictions.The Special Equities Group , a division ofBradley Woods & Co. Ltd. (the "Placement Agent"), acted as exclusive placement agent for the Company in connection with the Private Placement. At the closing of the Private Placement, the Company paid the Placement Agent a cash fee equal to 6.0% of the gross proceeds received by the Company in the Private Placement, totaling approximately$300,000 . The Private Placement is exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and pursuant to -------------------------------------------------------------------------------- reliance on similar exemptions under applicable state laws. As a result, the securities sold in the Private Placement were not registered under the Securities Act or any state securities laws and may not be offered or sold inthe United States absent registration with theSecurities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. Each of the Purchasers represented in the Purchase Agreement that it is an accredited investor within the meaning of Rule 501 of Regulation D, and is acquiring the Shares and Warrants in the Private Placement for investment only and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The securities sold in the Private Placement were offered without any general solicitation by the Company or its representatives. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein. The above description of the Warrants, Purchase Agreement, and Registration Rights Agreement and, in each case, the transactions contemplated thereby, is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of such agreements filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Item 3.02. Unregistered Sale ofEquity Securities . The information set forth above in Item 1.01 of this Current Report on Form 8-K, including Exhibits 4.1, 10.1 and 10.2 hereto, is incorporated herein by reference in its entirety. Neither the Shares nor the Warrants have been registered under the Securities Act or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. Item 7.01. Regulation FD Disclosure. OnDecember 7, 2020 , the Company issued a press release announcing, among other things, the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 10.1 Form of Securities Purchase Agreement. 10.2 Form of Registration Rights Agreement. 99.1 Press release ofOblong, Inc. datedDecember 7, 2020 .
--------------------------------------------------------------------------------
© Edgar Online, source
