UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2020

OBLONG, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
Incorporation or organization)
001-35376
(Commission File Number)
77-0312442
(IRS Employer
Identification No.)
 
 
 
25587 Conifer Road, Suite 105-231
Conifer, Colorado 80433
(Address of principal executive offices, zip code)
 
 
 
(303) 640-3838
(Registrant’s telephone number, including area code)
 
 
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
OBLG
 
NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 1.01    Entry into a Material Definitive Agreement.

On April 10, 2020 (the "Origination Date"), Oblong, Inc., a Delaware corporation (the "Company"), received $2,416,600 in aggregate loan proceeds (the "Loan") from MidFirst Bank (the "Lender") pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The Loan is evidenced by a Promissory Note (the "Note"), dated April 10, 2020, by and between the Company and the Lender. Subject to the terms of the Note, the Loan bears interest at a fixed rate of one percent (1.0%) per annum. Payments of principal and interest are deferred for the first six months following the Origination Date. Following the deferral period, the Company will be required to make payments of principal plus interest accrued under the Loan to the Lender in 18 monthly installments based upon an amortization schedule to be determined by the Lender based on the principal balance of the Note outstanding following the deferral period and taking into consideration any portion of the Loan that is forgiven prior to that time. The Loan is unsecured and guaranteed by the U.S. Small Business Administration.

The Company may apply to the Lender for forgiveness of some or all of the Loan, with the amount which may be forgiven equal to the sum of eligible payroll costs, mortgage interest, covered rent, and covered utility payments, in each case incurred by the Company during the eight-week period following the Origination Date, calculated in accordance with the terms of the CARES Act. Certain reductions in Company payroll costs during this eight-week period may reduce the amount of the Loan eligible for forgiveness. There is no guarantee that the Company will receive forgiveness for any fixed amount of any Loan principal received by the Company.

The Note provides for customary events of default including, among other things, failure to make any payment when due, cross-defaults under any loan documents with the Lender, certain cross-defaults under agreements with third parties, inaccuracy of representations and warranties, events of dissolution or insolvency, certain change of control events, and material adverse changes in the Company’s financial condition. If an event of default occurs, the Lender will have the right to accelerate indebtedness under the Loan and/or pursue other remedies available to the Lender at law or in equity.

The above description of the Note and 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 Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

On April 16, 2020, the Company issued a press release providing certain preliminary, unaudited estimates of the Company’s financial performance for the quarter and year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, and regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K regarding the Note is hereby incorporated by reference in this Item 2.03.






Item 7.01. Regulation FD Disclosure.

On April 16, 2020, the Company issued the press release described in Item 2.02 of this Current Report on Form 8-K. 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 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
Promissory Note, dated April 10, 2020, by Oblong, Inc. in favor of MidFirst Bank.
Press release of Oblong, Inc. dated April 16, 2020.




DocuSign Envelope ID: BF8E8E64-2A6A-4093-8BF5-3B198390922D SBA LOAN NUMBER: 20420271-06 PROMISSORY NOTE This Promissory Note (this "Note") is made on 4/10/2020 by Oblong, Inc (together with its successors and assigns, "Borrower") in favor of MidFirst Bank (together with its successors and assigns, "Lender"). PROMISE TO PAY. Borrower promises to pay to Lender, or order, in lawful money of the United States of America, the principal amount of $ 2,416,600.00 , together with interest on the unpaid principal balance from 4/10/2020 , calculated as described in the "INTEREST CALCULATION METHOD" paragraph below using an interest rate of one percent (1.000%), until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. No payment of principal or interest will be due until the first Business Day of the seventh month after 4/10/2020 (the "First Payment Date"). On the First Payment Date, and on each first Business Day from the First Payment Date until the first Business Day of the 24th month after 4/10/2020 , Borrower shall pay principal plus interest accrued under this Note in 18 monthly installments based on an 18 month amortization schedule determined by Lender on the principal balance of this Note owing on the First Payment Date with interest accruing as set forth in this Note. In addition to any of the foregoing amounts, on the first Business Day of the 24th month following 4/10/2020 , Borrower shall pay all then accrued and unpaid Indebtedness. Unless otherwise required by applicable law, payments will be applied as Lender directs in its sole discretion. All payments must be made in U.S. dollars and must be received by Lender at: Payment Processing Department, PO Box 76149, Oklahoma City, OK 73147-2149. All payments must be received by Lender consistent with any written payment instructions provided by Lender. INTEREST CALCULATION METHOD. Interest on the Indebtedness is computed on a 30/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable on the Indebtedness is computed using this method. PRINCIPAL FORGIVENESS. Some, or all, of the principal of the Indebtedness may be forgiven as permitted under Section 1106 (as such section is hereafter amended and interpreted by the Small Business Administration) of the Coronavirus Aid, Relief, and Economic Security Act (or the CARES Act) of 2020 (“Debt Forgiveness”). Borrower, not Lender, is responsible for ensuring that Borrower is eligible for Debt Forgiveness. Borrower shall, within 12 weeks after 4/10/2020 , request Debt Forgiveness, to the extent Borrower is eligible for Debt Forgiveness and provides Lender with all documentation Lender requires to support Borrower’s request for Debt Forgiveness. Lender will, within 60 days after Lender receives Borrower’s Debt Forgiveness request and all required documentation for Debt Forgiveness (the “Debt Forgiveness Determination”), confirm whether Borrower qualifies for Debt Forgiveness, but Lender will not be liable to Borrower for Lender’s determination. Borrower waives any claim against Lender related to Debt Forgiveness. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note or the other Loan Documents, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: MidFirst Bank, P.O. Box 76149 Oklahoma City, OK 73147-2149. LATE CHARGE AND DISHONORED ITEM FEE. If a payment is 10 days or more late, then Borrower will be charged 5.00% of the unpaid portion of the regularly scheduled payment. Borrower shall pay a fee to Lender of $25.00 if Borrower makes a payment on the Indebtedness and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on the Indebtedness shall automatically increase by 6.00 percentage points. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and promises to Lender that: Loan Purpose. The primary purpose of the Loan is business, and not personal, family or household, or personal investment.


 
DocuSign Envelope ID: BF8E8E64-2A6A-4093-8BF5-3B198390922D Existence and Good Standing. If Borrower is other than a natural person, Borrower is duly formed, in existence and good standing in its jurisdiction of formation, and is registered and in good standing in all other jurisdictions in which it is required to register. Authority. If Borrower is other than a natural person, Borrower is duly authorized to enter into this Note and the Loan Documents. Borrower has duly executed and delivered to Lender this Note and the Loan Documents. If Borrower is other than a natural person, then the natural person, or persons, signing this Note and the Loan Documents is, and was, and he or she also represents and promises to Lender, that he or she is and was, duly authorized to execute and deliver this Note and the Loan Documents to Lender. No Conflict or Breach. Borrower’s execution and delivery of this Note and the Loan Documents does not breach or conflict with any (a) if Borrower is other than a natural person, of Borrower’s governing documents, or (b) contract, agreement or other arrangement or obligation of Borrower. Capacity. No natural person executing this Note and the Loan Documents, on behalf of himself, herself or any entity, lacks capacity to contract by age, mind or other form of diminished capacity. SBA Payment Protection Program. Borrower knows and understands all terms of Coronavirus Aid, Relief, and Economic Security Act (or the CARES Act) of 2020, and all SBA rules and guidance regarding the Payment Protection Program, and has not relied, and will not rely, on Lender or any of Lender’s shareholders, directors, officers, agents, employees, or representatives in determining whether Borrower is eligible for said Program or Debt Forgiveness. Borrower acknowledges that the SBA has limited funds for said Program, and funds will be disbursed on a first come, first serve basis by the SBA. Therefore, Borrower holds Lender harmless from all claims related to Borrower’s loan not being funded because the funding of said Program has been exhausted or expired. DEFAULT. Each of the following constitutes an Event of Default under this Note: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the other Loan Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any agreement with any person that may materially affect any of Borrower's property or ability to perform his, her or its obligations under this Note or any of the Loan Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the Loan Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency; Existence. (1) Borrower dissolves (regardless of whether election to continue is made; (2) any member or partner of Borrower withdraws from its ownership in Borrower; (3) any interest-holder or shareholder of Borrower owning, controlling or holding more than 25% of the shares (directly or indirectly) or interests of Borrower sells his or her interest or shares in Borrower; (4) Borrower’s existence is otherwise terminated; (5) Borrower (if a natural person) or any member, partner or interest holder of Borrower dies; (6) Borrower is or becomes insolvent; (7) a receiver is appointed for any part of Borrower's property or business; (8) Borrower makes any assignment for the benefit of creditors; or (9) any proceeding under any bankruptcy or insolvency laws is commenced by or against Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Note, at any time thereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Borrower would be required to pay, immediately due and payable, without notice of any kind to Borrower. Election of Remedies. All of Lender's rights and remedies, whether evidenced by the Loan Documents or any other writing, at law or in equity, are cumulative and may be exercised singularly or concurrently. Lender’s election to pursue any remedy does not prevent Lender from pursuing any other remedy. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Note: Amendments. The Loan Documents constitute the entire understanding and agreement of the parties as to the 2


 
DocuSign Envelope ID: BF8E8E64-2A6A-4093-8BF5-3B198390922D matters set forth in the Loan Documents. All prior and contemporaneous representations and discussions concerning such matters either are included in the Loan Documents or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Note, no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Borrower's obligations under the Loan Documents. No alteration of or amendment to the Loan Documents will be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of the Loan Documents. Lender may hire or pay someone to help enforce the Loan Documents, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. All such costs and expenses shall become a part of the Indebtedness and bear interest as set forth above from the date incurred or paid by Lender to the date of repayment by Borrower. All such costs and expenses will be payable on demand. Caption Headings. Caption headings in this Note are for convenience purposes only and are not to be used to interpret or define the provisions of this Note. Re-execution or Replacement. The SBA has not yet mandated any form of, or specific requirements for a, promissory note for the Paycheck Protection Program. If Lender determines that the SBA has issued a form promissory note or specific requirements that this Note does not contain, then within 10 days after Lender’s written request, Borrower will execute a new form of promissory note provided that none of the loan amount, interest rate or repayment terms of the new promissory note is different from this Note. Governing Law. The Loan Documents will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Oklahoma without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Oklahoma. Notwithstanding the foregoing, if SBA becomes the holder of this Note, then this Note and the Loan Documents will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note and the Loan Documents, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law. No Waiver by Lender. Lender shall not be deemed to have waived any rights under the Loan Documents unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of the Loan Documents does not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of the Loan Documents. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, will constitute a waiver of any of Lender's rights or of any of Borrower's obligations as to any future transactions. Whenever the consent of Lender is required under the Loan Documents, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under the Loan Documents must be given in writing, and will be effective when actually delivered, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to, unless otherwise indicated in this Note or the Other Loan Documents, Lender at: Business Express, 11001 N Rockwell Ave, Oklahoma City, OK 73162, and to Borrower at the address set forth below Borrower’s signature on this Note. Any party may change its address for notices under the Loan Documents by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. Severability. If a court of competent jurisdiction finds any provision of the Loan Documents to be illegal, invalid, or unenforceable as to any circumstance, that finding will not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision will be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it will be considered deleted from the Loan Documents. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of the Loan Documents will not affect the legality, validity or enforceability of any other provision of the Loan Documents. Successors and Assigns. Borrower may not (without Lender’s prior written consent) assign to any party other 3


 
DocuSign Envelope ID: BF8E8E64-2A6A-4093-8BF5-3B198390922D than Lender any of its rights or obligations under the Loan Documents. Subject to the foregoing, the Loan Documents are binding upon and inure to the benefit of the parties, their successors and assigns. Survival of Representations and Warranties. All representations, warranties, and agreements made by Borrower in the Loan Documents survive the execution and delivery of the Loan Documents, are continuing in nature, and will remain in full force and effect until such time as the Indebtedness is paid in full. Time is of the Essence. Time is of the essence in the performance of this Note. Online Banking Access. Borrower requests that Lender add the loan made pursuant to this Note (the "Loan Account") to Borrower's online banking profile, if any, in (a) iManage Business Banking ("iMBB") or (b) iManage Business Express ("iMBX"; each of iMBB and iMBX is a "System"). If Borrower is not an administrator of Borrower's iMBB profile, then Lender will grant Loan Account access only to Borrower's iMBB profile administrator. The administrator may grant Borrower and other users access to the Loan Account on IMBB. The Loan Account will be linked to Borrower's other accounts in the System and may have transfer capability. Borrower understands that all users of the System who have access to the Loan Account may request loan advances through the System. Borrower represents and warrants that Borrower has authority to link the Loan Account with other accounts in Borrower's System profile. Lender may remove the Loan Account from Borrower's System profile at any time and for any reason. Indemnification of Lender. Borrower shall indemnify, defend (with Lender's selected counsel) and hold Lender harmless from all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Lender's attorneys' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against Lender (or its officers, directors, employees and agents) or that Lender (or its officers, directors, employees and agents) may incur arising out of, relating to, or in any way occasioned by (1) this Note, the System or any matter related to Debt Forgiveness, or (2) the exercise of Lender's rights and remedies under this Note (including, without limitation, exercising any rights collaterally assigned to Lender under this Note or any other Loan Documents). Waive Jury. Borrower waives the right to a jury trial in any action, proceeding, or counterclaim brought by any party under the Loan Documents. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Note. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Note shall have the meanings attributed to such terms in the Uniform Commercial Code: Application. The words "Application" mean the Paycheck Protection Program Borrower Application Form (SBA Form 2483) that Borrower completed and submitted to Lender when applying for the Loan. Business Day. The words "Business Day" mean each day of the week which is not a Saturday, Sunday or a holiday recognized and observed by the Board of Governors of the Federal Reserve System. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by this Note and the other Loan Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under the Loan Documents. Lender. The word "Lender" means MidFirst Bank, its successors and assigns, and the SBA. Loan. The word "Loan" means the loan Lender extends to Borrower in the principal amount of $ 2,416,600.00 pursuant to this Note. Loan Documents. The words "Loan Documents" mean this Note, the Application, and all other instruments evidencing, guarantying, securing, governing or relating to the Loan, and all amendments, modifications, renewals, substitutions and replacements of any of the foregoing Loan Documents. SBA. The word "SBA" means the Small Business Administration, an Agency of the United States of America. BORROWER HAS READ AND UNDERSTOOD ALL PROVISIONS OF THIS NOTE, AND AGREES TO THIS NOTE’S TERMS. BORROWER HAS HAD THE OPPORTUNITY TO HAVE THIS NOTE REVIEWED BY LEGAL COUNSEL OF BORROWER’S CHOSING. THIS NOTE IS DATED 4/10/2020 . BY SIGNING THIS NOTE EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS NOTE AND THE OTHER 4


 
DocuSign Envelope ID: BF8E8E64-2A6A-4093-8BF5-3B198390922D LOAN DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. BORROWER: Oblong, Inc By: Peter Holst, CEO Oblong, Inc Address: 25587 Conifer Road, #105-231 Conifer, CO 80433 5


 
Oblong Provides Preliminary Fourth Quarter and Full-Year 2019 Financial Results April 16, 2020 -- (BUSINESS WIRE) Oblong, Inc. (NYSE American: OBLG) ("Oblong" or the "Company"), the award-winning maker of multi-stream collaboration solutions, today provided preliminary financial results for the fourth quarter and year ended December 31, 2019. All 2019 figures in this release are approximate due to the preliminary nature of the announcement. “The merger with Oblong Industries, completed on October 1, 2019, was a milestone achievement for the company, providing us with a unique and differentiated solution in the rapidly growing virtual collaboration market,” said Peter Holst, Chairman & CEO of Oblong. “While the effects of CoViD-19 have had significant impact on distribution channels and revenue, our products and services remain exceedingly well positioned when our partners and customers gradually return to the workplace. With recent product updates and more efficient pricing models now in place, our sales pipeline, particularly with Cisco and its partners, continues to grow as buyers look beyond conventional collaboration tools for faster decision-making.” “Prior to the COVID-19 outbreak we had a record backlog of opportunities in our pipeline for our Mezzanine offering,” added Mr. Holst. “Over the last 45 days, hundreds of millions of employees have suddenly made basic video collaboration part of their everyday work routine from home resulting in unprecedented expansion of the overall market. While the entire world gradually navigates back to a ‘new normal’, we believe organizations will adapt and seek solutions beyond the ‘basics’ that optimize decision making across home and office locations. In the coming weeks and months ahead, traditional methods of conducting commerce will change, travel will be significantly reduced and teams will look to optimize engagement with all stakeholders. Communication tools that offer engaging and more efficient routes to decision making will be the next frontier beyond contemporary video and web collaboration and Oblong’s technologies are uniquely positioned to deliver on that promise.” Preliminary and Unaudited Financial Results Background On October 1, 2019, the Company closed the merger of Oblong, Inc. (formerly named Glowpoint, Inc.) and Oblong Industries, Inc. (the “Merger”). The Company’s preliminary expected consolidated financial results for the year ended December 31, 2019 included herein only reflect


 
Oblong Industries’ financial results for the fourth quarter of 2019 since the acquisition closed on October 1, 2019. As reported in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2020, the Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”) with the SEC no later than May 14, 2020. The preliminary fourth quarter and full year 2019 figures provided in this press release are unaudited and subject to revision. Final results for the fourth quarter and year ended December 31, 2019 will be provided in a press release substantially concurrently with the 2019 Annual Report. Investors are encouraged to carefully review such press release and the 2019 Annual Report when such documents are made available for a complete analysis of the Company’s results from operations and financial condition. Preliminary and Unaudited Fourth Quarter 2019 Financial Results The Company expects to report the following financial results for the fourth quarter of 2019: • Revenue of approximately $5.4 million in the fourth quarter of 2019 compared to $2.9 million in the fourth quarter of 2018. Approximately $3.2 million of the expected fourth quarter 2019 revenue was related to Oblong Industries, with no contribution from Oblong Industries in the fourth quarter of 2018. • Gross margin of approximately 53% for the fourth quarter of 2019 compared to 40% for the fourth quarter of 2018. • Net loss of approximately $5.6 million in the fourth quarter of 2019, compared to a net loss of $2.7 million in the fourth quarter of 2018. • Adjusted EBITDA (“AEBITDA”) loss of approximately $2.3 million compared to an AEBITDA loss of $0.04 million in the fourth quarter of 2018. AEBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Information” below for additional information regarding this non-GAAP financial measure and for a reconciliation of net loss to this non-GAAP financial measure. Preliminary and Unaudited Full-Year 2019 Financial Results The Company expects to report the following financial results for the year ended December 31, 2019: • Revenue of approximately $12.8 million for full-year 2019 compared to $12.6 million for full-year 2018. Approximately $3.2 million of the expected full-year 2019 revenue was related to Oblong Industries, with no contribution from Oblong Industries in 2018. • Pro forma revenue of approximately $25.6 million for full-year 2019 compared to $29.8 million for full-year 2018. Unaudited pro forma revenue was determined by giving effect to the Merger as if it had occurred on January 1, 2018. These pro forma results are based


 
on historical results of operations without any adjustments, but are illustrative only and not necessarily indicative of what the results would have been had Oblong operated Oblong Industries since January 1, 2018. • Net loss of approximately $7.7 million for full-year 2019, compared to a net loss of $7.2 million for full-year 2018. • AEBITDA loss of approximately $3.0 million for full-year 2019 compared to AEBITDA of $0.2 million for full-year 2018. AEBITDA is a non-GAAP financial measure. See “Non- GAAP Financial Information” below. • Cash and cash equivalents of approximately $4.5 million as of December 31, 2019. Recent Developments Effect of COVID-19 on Company Sales On March 11, 2020, the World Health Organization announced that infections of the novel Coronavirus (COVID-19) had become pandemic, and on March 13, the U.S. President announced a National Emergency relating to the disease. There is a possibility of continued widespread infection in the United States and abroad, with the potential for catastrophic impact. The sweeping nature of the coronavirus pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the longer run, but we expect that it may materially affect our business, financial condition and results of operations. Further, our current and potential customers will likely be required to allocate resources and adjust budgets to accommodate potential contingencies related to the effects of the coronavirus and measures required to be put in place to prevent and contain contamination of the virus. These uncertainties may result in such customers delaying budget expenditures or re-allocating resources, which would result in a decrease in revenue from these customers. Notably, an existing major customer of the Company suspended certain professional services we provide to this customer effective April 30, 2020 due to COVID-19. These services accounted for $0.7 million, or 13%, of the Company’s preliminary and unaudited revenue of $5.4 million in the fourth quarter of 2019. These services were not related to the Company’s Mezzanine product and service offering. It is uncertain whether this customer will resume these services later in 2020 or in the future. Liquidity and Capital Resources Update The Company’s preliminary and unaudited cash and cash equivalents was approximately $2.0 million as of March 31, 2020. To preserve the Company’s liquidity position, we have recently taken a number of measures: i) The Company has undertaken cost reduction initiatives during 2020, including reductions in headcount, leased office space and other infrastructure costs.


 
ii) The Company applied for a loan in April 2020 under the Paycheck Protection Program (the “PPP”) established by section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). On April 10, 2020, the Company’s loan application was approved and funded in the amount of approximately $2.4 million (the “PPP Loan”). The Company believes a certain portion of the PPP Loan will ultimately be forgiven under the terms of the Paycheck Protection Program. The amount of forgiveness of the PPP Loan is determined based on qualifying payroll costs, rent and utilities incurred by the Company during the 8-week period subsequent to the funding date of the PPP Loan. There is no guarantee that the Company will receive forgiveness for any fixed amount of any loan principal received by the Company. For the amount of the PPP Loan not forgiven, the PPP Loan carries a fixed annual interest rate of 1.0% and monthly interest payments are deferred for six months. The maturity date for repayment of the principal balance of the PPP Loan is April 10, 2022 (the “Maturity Date”). The Company’s lender for the PPP Loan has the right to determine the amortization schedule of principal payments between November 10, 2020 and the Maturity Date (such amortization schedule has not yet been determined). iii) The Company and Silicon Valley Bank have verbally agreed to defer certain payments due under the Company’s Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB” and the “SVB Loan Agreement”). The SVB Loan Agreement required interest only payments through March 31, 2020 and monthly principal payments of $291,500 from April 1, 2020 to September 1, 2021 (the “Maturity Date”). SVB has verbally agreed to defer the monthly principal payments due on April 1, 2020 and May 1, 2020 and a prior deferral fee payment of $100,000 due on April 1, 2020 to June 1, 2020 or later. The Company and SVB are currently in negotiations to restructure the SVB Loan Agreement to extend the interest only payment period and the Maturity Date. However, there can be no assurance that the Company and SVB will agree on a restructuring of the SVB Loan Agreement. iv) The Company requires additional capital to fund operations through the next twelve months following the filing of the 2019 Annual Report and to provide growth capital including investments in technology, product development and sales and marketing. Given the economic effect of the recent coronavirus outbreak there can be no assurance that we will be successful in raising necessary capital or that any such offering will be on terms acceptable to the Company. Non-GAAP Financial Information


 
Adjusted EBITDA (“AEBITDA”), a non-GAAP financial measure, is defined as net loss before depreciation and amortization, stock-based compensation, impairment charges, severance, merger expenses and interest and other expense, net. AEBITDA is not intended to replace operating loss, net loss, cash flow or other measures of financial performance reported in accordance with generally accepted accounting principles (GAAP). Rather, AEBITDA is an important measure used by management to assess the operating performance of the Company and to compare such performance between periods. AEBITDA as defined here may not be comparable to similarly titled measures reported by other companies due to differences in accounting policies. Therefore, AEBITDA should be considered in conjunction with net loss and other performance measures prepared in accordance with GAAP, such as operating loss or cash flow provided by (used in) operating activities, and should not be considered in isolation or as a substitute for GAAP measures, such as net loss, operating loss or any other GAAP measure of liquidity or financial performance. A GAAP to non-GAAP reconciliation of net loss to AEBITDA (loss) is shown below. About Oblong, Inc. Oblong’s innovative and patented technologies change the way people work, create, and communicate. With roots in more than two decades of research at the MIT Media Lab, Oblong's flagship product Mezzanine™ is the technology platform that defines the next era of computing: simultaneous multi-user, multi-screen, multi-device, multi-location for dynamic and immersive visual collaboration. Oblong supplies Mezzanine systems to Fortune 500 enterprise customers and reseller partners. Learn more at www.oblong.com, and connect via Twitter, Facebook, LinkedIn, and Instagram. Forward looking and cautionary statements The preliminary financial results for the fourth quarter and full year 2019 presented herein represent the most current information available to management and reflect estimates and


 
assumptions. The company’s actual results may differ materially from these preliminary results due to the completion of the company’s financial closing procedures, final adjustments and other developments that may arise between the date of this press release and the time that financial results for the fourth quarter and full year 2019 are finalized. The foregoing preliminary financial results have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. These preliminary financial results should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance. In addition, these preliminary financial results are not necessarily indicative of the results to be achieved for any future period. This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that Oblong assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Oblong’s actual results may differ materially from its expectations, estimates and projections, and consequently you should not rely on these forward-looking statements as predictions of future events. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements relating to (i) the continued impact of the COVID-19 pandemic on the Company’s operations, (ii) potential forgiveness of any portion of the PPP Loan, (iii) the Company’s ability to negotiate an amendment to the SVB Loan Agreement, (iv) the availability of sufficient capital resources to fund the Company’s operations for the next 12 months following the date of this release, including through cost reduction initiatives or additional financing sources, (v) the Company’s potential future growth and financial performance, and (vi) the success of its products and services. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2018 and in other filings made by the Company with the SEC from time to time, including the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2019 and the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2020. Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, correct, update or revise any information contained herein.


 
Investor Relations Contact: Brett Maas Hayden IR, LLC brett@haydenir.com 646-536-7331