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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): August 17,
2022
OBLONG, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
Incorporation or organization)
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001-35376
(Commission File Number)
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77-0312442
(IRS Employer
Identification No.)
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25587 Conifer Road, Suite 105-231
Conifer, Colorado 80433
(Address of principal executive offices, zip code)
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(303) 640-3838
(Registrant’s telephone number, including area code)
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(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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a‑12)
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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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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OBLG |
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Nasdaq Capital Market
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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
☐
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.
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously reported, on February 17, 2022, Oblong, Inc., a
Delaware corporation (the “Company”),
received written notice (the "Notice")
from the Nasdaq Stock Market, LLC ("Nasdaq")
indicating that the bid price for the Company's common stock (the
"Common Stock"), for the last 30 consecutive business days, had
closed below the minimum $1.00 per share and, as a result, the
Company is not in compliance with the $1.00 minimum bid price
requirement for the continued listing on the Nasdaq Capital Market,
as set forth in Nasdaq Listing Rule 5550(a)(2) (the
"Bid
Price Rule").
On August 17, 2022,
the Company received written notification from the Listing
Qualifications Department of Nasdaq, granting the Company's request
for a 180-day extension to regain compliance the Bid Price Rule.
The Company now has until February 13, 2023 to meet the
requirement. If at any time prior to February 13, 2023, the bid
price of the Company's ordinary shares closes at $1.00 per share or
more for a minimum of 10 consecutive business days, the Company
will regain compliance with the Bid Price Rule.
If the Company does not regain compliance with the Bid Price Rule
during the additional 180-day extension, Nasdaq will provide
written notification to the Company that its Common Stock will be
delisted. At that time, the Company may appeal the relevant
delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules.
However, there can be no assurance that, if the Company does appeal
the delisting determination by Nasdaq to the hearings panel, that
such appeal would be successful.
Nasdaq's extension notice has no immediate effect on the listing or
trading of the Company's Common Stock, which will continue to trade
on the Nasdaq Capital Market under the symbol “OBLG”.
The Company intends to actively monitor the closing bid price of
its Common Stock and may, if appropriate, consider implementing
available options to regain compliance with the Bid Price Rule
under the Nasdaq Listing Rules.
This Current Report on Form 8-K contains forward-looking
statements, including, but not limited to, statements regarding the
Company’s ability to regain compliance with the Bid Price Rule, the
Company’s intentions to actively monitor closing bid price of its
Common Stock and the Company’s plans to consider implementing
available options to regain compliance with the Bid Price Rule, and
the Company's intention to appeal any future delisting
determination. The Company’s actual results and the timing of
events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, including the risk that the Company may not meet the
minimum bid price requirement during any compliance period or in
the future, the risk that the Company may not otherwise meet the
requirements for continued listing under the Nasdaq Listing Rules,
the risk that Nasdaq may not grant the Company relief from
delisting if necessary, the risk that the Company may not
ultimately meet applicable Nasdaq requirements if any such relief
is necessary, among other risks and uncertainties. A further
description of the risks and uncertainties relating to the business
of the Company is contained in the Company’s most recent annual
report on Form 10-K, the Company’s quarterly reports on Form 10-Q,
and Current Reports on Form 8-K, as well as any amendments thereto
reflected in subsequent filings with the Securities and Exchange
Commission. The Company undertakes no duty or obligation to update
any forward-looking statements contained in this report as a result
of new information, future events or changes in its
expectations.
Item 7.01. Regulation FD Disclosure.
On August 17, 2022, the Company issued a press release announcing
its receipt of the 180-day extension to regain compliance with the
Nasdaq Bid Price Rule. 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.
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Exhibit No. |
Description |
99.1 |
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SIGNATURE
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.
OBLONG, INC.
Date: August 17, 2022 By: /s/
Peter Holst
Name: Peter Holst
Title: President & CEO
Oblong (AMEX:OBLG)
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