UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  March 6, 2020

Commission File Number:  00-35376

Glowpoint, Inc.
(Exact name of registrant as specified in its charter.)

Delaware
(State or other jurisdiction of incorporation or organization)
77-0312442
(IRS Employer Identification No.)



25587 Conifer Road, Suite 105-231, Denver, Colorado 80433
(Address of principal executive offices)

(303) 640-3838
(Registrant's Telephone number)

Not Applicable
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company [ ]

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. [ ]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $0.0001 per share
Trading Symbol(s)
GLOW
Name of exchange on which registered
NYSE American


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On March 6, 2020, Glowpoint, Inc. (the "Company") filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the Company's change of name from Glowpoint, Inc. to Oblong, Inc. ("Amendment"). As a result of the Amendment, the Company's common stock, par value $0.0001, is now trading on the New York Stock Exchange American under a new ticker symbol, "OBLG", effective at market-open on March 9, 2020.

The foregoing description of the amendment to the Company's Amended and Restated Certificate of Incorporation do not purport to be complete and are qualified in their entirety by reference to the Amended Certificate, a copy of which is attached hereto as Exhibit 3.1, and incorporated by reference herein.

Item 8.01 Other Events.

On March 9, 2020, the Company issued a press release announcing its name change. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

See exhibit index.

Exhibit Index
 
Exhibit No.
  
Description
  
Amendment to the Company's Amended & Restated Certificate of Incorporation, dated March 6, 2020.
  
Press Release issued by the Company, dated March 9, 2020.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Glowpoint, Inc.


Date:   March 9, 2020
By: /s/ Peter Holst
Name: Peter Holst
Title: President and Chief Executive Officer

CERTIFICATE OF AMENDMENTTO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

GLOWPOINT, INC.


Glowpoint, Inc. (the “Corporation”), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:


FIRST: The name of the Corporation is Glowpoint, Inc.


SECOND: The original Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) on November 4, 1996. The Certificate of Incorporation was amended by that certain Agreement and Plan of Merger dated as of November 27, 1996 and Certificate of Amendment filed with the Delaware Secretary on May 18, 2000, and subsequently amended and restated in its entirety by the Amended and Restated Certificate of Incorporation filed with the Delaware Secretary on May 18, 2000 (such certificate, the “A&R Certificate of Incorporation”). The A&R Certificate of Incorporation was subsequently amended by the Certificate of Amendment, filed with the Delaware Secretary on May 18, 2000, Certificate of Amendment, filed with the Delaware Secretary on June 22, 2001, Certificate of Amendment, filed with the Delaware Secretary on September 24, 2003, Certificate of Amendment, filed with the Delaware Secretary on August 22, 2007, Certificate of Amendment, filed with the Delaware Secretary on June 2, 2009, Certificate of Amendment, filed with the Delaware Secretary on January 10, 2011, and Certificate of Amendment, filed with the Delaware Secretary on April 17, 2019 (the A&R Certificate of Incorporation, as amended to date, the “Amended Certificate”).


THIRD: That resolutions were duly adopted by the Board of Directors of the Corporation on February 28, 2020 approving a proposed amendment of the Amended Certificate of the Corporation (the “Amendment”). The resolution setting forth the proposed Amendment is as follows:


RESOLVED, that the Amended & Restated Certificate of Incorporation of the Corporation be amended by changing Article I thereof to delete in its entirety and be replaced with the following:


“FIRST: The name of the Corporation is Oblong, Inc.”


FOURTH: That such Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.


FIFTH: This Certificate of Amendment shall be effective as of March 6, 2020 at 5:00 P.M. Eastern Standard Time.




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its authorized officer this 6th day of March, 2020.





/s/ Peter Holst

Name: Peter Holst

Title: Chief Executive Officer








Glowpoint Name Change and New Ticker Symbol

Effective Monday, March 9, 2020



Los Angeles – March 9, 2020 -- (BUSINESS WIRE) Oblong Inc. (NYSE American: OBLG) ("Oblong" or the "Company"), a provider of award-winning patented multi-stream collaboration technologies that drive the next generation of visual and data collaboration, today announced a new corporate name change and new ticker symbol. As previously announced, the Company’s former name, Glowpoint Inc. has now been changed to Oblong Inc. and is now trading under the ticker OBLG on the NYSE American market, effective today, March 9, 2020.


Oblong is a unique collaboration services company focused on delivering advanced applications that offer users the opportunity to dramatically enhance and engage with content during in-room and virtual presentations. Known for its next-generation advanced visual solutions for content rich collaboration, the Company’s patented technology is transforming how people meet, engage with content and make decisions faster during virtual meetings. Oblong’s flagship product, Mezzanine, creates a new workspace where participants add, control and arrange content simultaneously from any location, allowing all participants to interact with content in its entirety in real-time.




About Oblong Inc.

Oblong’s innovative IP-protected technologies change the way people work, create, and communicate. With roots in more than two decades of research at the MIT Media Lab, Oblong delivers visual solutions for content-rich collaboration and spatial computing environments. 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. Our customers are primarily comprised of Fortune 1000™ companies across diverse vertical markets, along with small and medium sized enterprises that embrace Oblong’s Mezzanine™ products to collaborate more effectively and make decisions faster.

Learn more at www.oblong.com, and connect via Twitter, Facebook, LinkedIn, and Instagram


Forward looking and cautionary statements


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 the Company’s future financial and operating performance, , ability to satisfy the NYSE American’s initial listing standards, future compliance with the NYSE American’s continued listing standards, and opportunities for increasing shareholder value. 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. Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, Oblong can give no assurance that its future results will be as estimated. Oblong 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


Oblong Press Contact:

Lilian Bories

VP Marketing

press@oblong.com

+1 213 683 8863