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):
June 4, 2024
OBLONG, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-35376 |
|
77-0312442 |
(State or other jurisdiction of
Incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 16th Street, Suite 1400-1024
Denver,
Colorado
80202
(Address of principal executive offices,
zip code)
(213) 683-8863 ext. 5
(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:
| ☒ | 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)) |
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 |
|
Nasdaq Capital Market |
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. ☐
Item 8.01. Other Events.
On June 4, 2024, Oblong,
Inc. (“Oblong”) issued a press release (the “Press Release”) announcing that it has signed a non-binding
letter of intent (the “Letter of Intent”) with Dwellwell Analytics (“Dwellwell”), to acquire 100% of the outstanding
equity interests of Dwellwell (the “Merger”). Pursuant to the terms of the Letter of Intent, Dwellwell securityholders
would, after giving effect to the proposed Merger, own 67% of the equity
of the combined company and equity holders of Oblong would own 33% of the equity of the combined company, on a fully diluted basis.
Oblong expects to announce
additional details regarding the proposed Merger upon the execution of a definitive merger agreement.
Completion of the Merger
is subject to, among other matters, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions
negotiated therein, various conditions and contingencies, including board and shareholder approval, regulatory approval, each party satisfying
a net cash closing condition and other customary closing conditions. There can be no assurance that a definitive agreement will be entered
into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
The above description of the Press Release is
qualified in its entirety by reference to the Press Release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
Important Information About the Proposed Transaction and Where to
Find It
This Current Report on Form
8-K and the exhibits attached hereto and information incorporated herein by reference relate to a proposed transaction between Oblong
and Dwellwell (the “proposed transaction”). If the parties enter into a definitive merger agreement, Oblong intends to file
a registration statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”),
which will include a preliminary prospectus and proxy statement of Oblong in connection with the proposed transaction, referred to as
a proxy statement/prospectus. When and if available, a proxy statement/prospectus will be sent to all Oblong stockholders as of a record
date to be established for voting on the transaction and to the stockholders of Dwellwell. Oblong also will file other documents regarding
the proposed transaction with the SEC.
Before making any voting
decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus, and amendments
thereto, and the definitive proxy statement/prospectus in connection with Oblong’s solicitation of proxies for its stockholders’
meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as and if they become available because they will contain important information about Oblong, Dwellwell
and the proposed transaction.
Investors and securityholders
will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Oblong through the website maintained by the SEC at www.sec.gov.
The documents filed by Oblong
with the SEC may also be obtained free of charge at Oblong’s website at www.oblong.com or upon written request to: Oblong, 110 16th
Street, Suite 1400-1024, Denver, CO 80202.
NEITHER THE SEC NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS
OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward looking and cautionary statements
This Current Report on Form
8-K and the exhibits attached hereto and information incorporated herein by reference 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 communication
include statements regarding the terms of the proposed transaction, the entry into a definitive merger agreement, the filing of a registration
statement in connection with the proposed transaction, the benefits of the proposed transaction, the products under development by Dwellwell
and the markets in which it plans to operate, the advantages of Dwellwell’s technology, Dwellwell’s competitive positioning,
and Dwellwell’s growth plans and strategies. 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, which include,
but are not limited to:
| ● | the
risk that the proposed transaction may not be completed in a timely manner or at all, which
may adversely affect the price of Oblong’s securities; |
| ● | the
failure to satisfy the conditions to the consummation of the proposed transaction, including
the adoption of the merger agreement by the shareholders of Oblong; |
| ● | the
occurrence of any event, change or other circumstance that could give rise to the termination
of the merger agreement; |
| ● | the
effect of the announcement or pendency of the proposed transaction on Oblong’s and
Dwellwell’s business relationships, performance, and business generally; |
| ● | risks
that the proposed transaction disrupts current plans of Oblong and Dwellwell and potential
difficulties in Oblong’s and Dwellwell’s employee retention as a result of the
proposed transaction; |
| ● | the
outcome of any legal proceedings that may be instituted against Dwellwell or against Oblong
related to the merger agreement or the proposed transaction; |
| ● | failure
to realize the anticipated benefits of the proposed transaction; |
| ● | the
inability to meet and maintain the listing of Oblong’s securities (or the securities
of the post-combination company) on Nasdaq; |
| ● | the
risk that the price of Oblong’s securities (or the securities of the post-combination
company) may be volatile due to a variety of factors, including changes in the competitive
industries in which Oblong and Dwellwell operate, variations in performance across competitors,
changes in laws, regulations, technologies that may impose additional costs and compliance
burdens on Oblong and Dwellwell’s operations, global supply chain disruptions and shortages,
national security tensions, and macro-economic and social environments affecting Oblong and
Dwellwell’s business and changes in the combined capital structure; |
| ● | the
inability to implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities; |
| ● | the
risk that Dwellwell has a limited operating history; |
| ● | the
risk that the post-combination company may never achieve or sustain profitability; |
| ● | the
risk that Dwellwell, Oblong and the post-combination company may be unable to raise additional
capital on acceptable terms to finance its operations and remain a going concern; |
| ● | the
risk that the post-combination company experiences difficulties in managing its growth and
expanding operations; |
| ● | the
risk that competitors develop competitive ambient sensing technology that adversely affect
Dwellwell’s market position; |
| ● | the
risk that Dwellwell’s future patent applications may not be approved or may take longer
than expected, and Dwellwell may incur substantial costs in enforcing and protecting its
intellectual property; |
| ● | the
risk that Dwellwell’s estimates of market demand may be inaccurate; and |
| ● | other
risks and uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statements” in Oblong’s
Annual Report on Form 10-K for the year ended December, 31, 2023 (the “2023 Form 10-K”)
and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as such
factors may be updated from time to time in Oblong’s filings with the SEC, the registration
statement on Form S-4 and the proxy statement/prospectus contained therein. These filings
identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. |
Nothing
in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Oblong nor Dwellwell gives
any assurance that either Oblong or Dwellwell or the post-combination company will achieve its expected results. Neither Oblong nor Dwellwell
undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Oblong and Dwellwell and their
respective directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation
of proxies from Oblong’s stockholders with the proposed transaction and the other matters set forth in the registration statement.
Information about Oblong’s directors and executive officers is set forth in Oblong’s filings, including Oblong’s 2023
Form 10-K. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those persons and
other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction when it becomes available. You may obtain free copies of these documents as described above under “Important
Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed transaction and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit
any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: June 4, 2024 |
|
| |
|
| |
By: |
/s/ Peter Holst |
| |
Name: |
Peter Holst |
| |
Title: |
President & CEO |
5
Exhibit 99.1
Oblong Announces Letter of Intent to Merge with
Dwellwell Analytics
Transaction
Will Enable Combined Company to Expand its AI Platform Revolutionizing Property Management.
June 4, 2024 -- (BUSINESS WIRE) Oblong, Inc.
(Nasdaq: OBLG) (“Oblong”), the award-winning maker of multi-stream collaboration solutions, announced today that it has
signed a non-binding letter of intent (the “Letter of Intent”) with Dwellwell Analytics (“Dwellwell”), to
acquire 100% of the outstanding equity interests of Dwellwell (the “Merger”). Pursuant to the terms of the Letter of
Intent, Dwellwell securityholders would, after giving effect to the proposed Merger, own 67% of the equity of the combined company and equity holders of Oblong would own 33% of the equity of
the combined company, on a fully diluted basis.
The contemplated business combination
would give Oblong investors a unique opportunity to be part of Dwellwell’s journey. The Dwellwell solution combines patented and
patent-pending, multi-sensing technology and artificial intelligence to take the guesswork out of maintenance for both institutional and
individual owners of residential property. Dwellwell’s unique approach uses remote sensing to monitor an entire residential building
instead of individual systems or appliances.
Ambient Inference™, a
unique form of artificial intelligence allows Dwellwell’s SaaS platform to identify maintenance issues as soon as they arise, and
ultimately predict issues before they occur. Dwellwell enables customers, including owners of multi-family buildings, single-family homes,
and short-term rentals, to address repairs proactively, significantly reducing costs across multiple operational areas.
“After undertaking a comprehensive
process to explore and evaluate a range of strategic options, our Board and Management team believe this transaction with Dwellwell is
the best strategic alternative for Oblong and represents an opportunity to create substantial value for our shareholders,” said Pete
Holst, Oblong CEO. “This business combination, if completed, will result in Oblong investors having an equity stake in a company
that is focused on developing and commercializing AI-centered technology and solutions that could transform how real estate is monitored
and maintained under the leadership of a world-class team with decades of domain expertise spanning machine learning/AI, software systems,
applied physics, advanced sensors, user-centered design, and building maintenance.”
“Dwellwell has created disruptive
patented IoT technologies to address a critical need, the deployment of comprehensive, smarter maintenance solutions for residential
real estate, an asset class worth over $40T in the U.S. alone,” says Dan Simpkins, CEO, Dwellwell Analytics. “Combining
with Oblong’s team will enable us to scale our company and more rapidly meet the needs of the real estate community. This
merger will provide resources that Dwellwell needs to achieve its long-term objective, to be the leading provider of smart
maintenance products.”
Both parties are currently
completing their respective due diligence reviews and are continuing to negotiate the terms of a Definitive Merger Agreement. Accordingly,
Oblong cannot provide any assurance that it and Dwellwell will successfully negotiate and enter into a Definitive Merger Agreement or
that it will effect the Merger with Dwellwell or, even if it is able to consummate such a Merger, that the terms of any such Merger will
be on the terms set forth in the Letter of Intent. The Merger would be subject to board and shareholder approval, regulatory approval,
each party satisfying a net cash closing condition and other customary closing conditions.
Important Information About the Proposed Transaction and Where to
Find It
This press release relates to a proposed transaction
between Oblong, Inc., a Delaware corporation (“Oblong”), and Dwellwell Analytics, Inc., a Delaware corporation (“Dwellwell”)
(the “proposed transaction”). If the parties enter into a definitive merger agreement, Oblong intends to file a registration
statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange Commission (“SEC”), which will include
a preliminary prospectus and proxy statement of Oblong in connection with the proposed transaction, referred to as a proxy statement/prospectus.
When and if available, a proxy statement/prospectus will be sent to all Oblong stockholders as of a record date to be established for
voting on the transaction and to the stockholders of Dwellwell. Oblong also will file other documents regarding the proposed transaction
with the SEC.
Before making any voting decision, investors
and security holders are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with Oblong’s solicitation of proxies for its stockholders’ meeting to be held to
approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction
as and if they become available because they will contain important information about Oblong, Dwellwell and the proposed transaction.
Investors and securityholders will be able to
obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Oblong through the website maintained by the SEC at www.sec.gov.
The documents filed by Oblong with the SEC may
also be obtained free of charge at Oblong’s website at www.oblong.com or upon written request to: Oblong, 110 16th Street, Suite
1400-1024, Denver, CO 80202.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION
OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY
CONSTITUTES A CRIMINAL OFFENSE.
Forward looking and cautionary statements
This press release contains 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 regarding the terms of the proposed transaction, the entry into a definitive merger agreement,
the filing of a registration statement in connection with the proposed transaction, the benefits of the proposed transaction, the products
under development by Dwellwell and the markets in which it plans to operate, the advantages of Dwellwell’s technology, Dwellwell’s
competitive positioning, and Dwellwell’s growth plans and strategies. 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, which include, but are not limited to:
| ● | the
risk that the proposed transaction may not be completed in a timely manner or at all, which
may adversely affect the price of Oblong’s securities; |
| ● | the
failure to satisfy the conditions to the consummation of the proposed transaction, including
the adoption of the merger agreement by the shareholders of Oblong; |
| ● | the
occurrence of any event, change or other circumstance that could give rise to the termination
of the merger agreement; |
| ● | the
effect of the announcement or pendency of the proposed transaction on Oblong’s and
Dwellwell’s business relationships, performance, and business generally; |
| ● | risks
that the proposed transaction disrupts current plans of Oblong and Dwellwell and potential
difficulties in Oblong’s and Dwellwell’s employee retention as a result of the
proposed transaction; |
| ● | the
outcome of any legal proceedings that may be instituted against Dwellwell or against Oblong
related to the merger agreement or the proposed transaction; |
| ● | failure
to realize the anticipated benefits of the proposed transaction; |
| ● | the
inability to meet and maintain the listing of Oblong’s securities (or the securities
of the post-combination company) on Nasdaq; |
| ● | the
risk that the price of Oblong’s securities (or the securities of the post-combination
company) may be volatile due to a variety of factors, including changes in the competitive
industries in which Oblong and Dwellwell operate, variations in performance across competitors,
changes in laws, regulations, technologies that may impose additional costs and compliance
burdens on Oblong and Dwellwell’s operations, global supply chain disruptions and shortages,
national security tensions, and macro-economic and social environments affecting Oblong and
Dwellwell’s business and changes in the combined capital structure; |
| ● | the
inability to implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities; |
| ● | the
risk that Dwellwell has a limited operating history; |
| ● | the
risk that the post-combination company may never achieve or sustain profitability; |
| ● | the
risk that Dwellwell, Oblong and the post-combination company may be unable to raise additional
capital on acceptable terms to finance its operations and remain a going concern; |
| ● | the
risk that the post-combination company experiences difficulties in managing its growth and
expanding operations; |
| ● | the
risk that competitors develop competitive ambient sensing technology that adversely affect
Dwellwell’s market position; |
| ● | the
risk that Dwellwell’s future patent applications may not be approved or may take longer
than expected, and Dwellwell may incur substantial costs in enforcing and protecting its
intellectual property; |
| ● | the
risk that Dwellwell’s estimates of market demand may be inaccurate; and |
| ● | other
risks and uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statements” in Oblong’s
Annual Report on Form 10-K for the year ended December, 31, 2023 (the “2023 Form 10-K”)
and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as such
factors may be updated from time to time in Oblong’s filings with the SEC, the registration
statement on Form S-4 and the proxy statement/prospectus contained therein. These filings
identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. |
Nothing
in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Neither Oblong nor Dwellwell gives any assurance
that either Oblong or Dwellwell or the post-combination company will achieve its expected results. Neither Oblong nor Dwellwell undertakes
any duty to update these forward-looking statements, except as otherwise required by law.
Participants in the Solicitation
Oblong and Dwellwell and their respective directors
and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Oblong’s
stockholders with the proposed transaction and the other matters set forth in the registration statement. Information about Oblong’s
directors and executive officers is set forth in Oblong’s filings, including Oblong’s 2023 Form 10-K. Additional information
regarding the direct and indirect interests, by security holdings or otherwise, of those persons and other persons who may be deemed participants
in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described above under “Important Information About the Proposed Transaction
and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and is not
intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy,
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
About Oblong, Inc.
Oblong (Nasdaq: OBLG) provides innovative and
patented technologies that change the way people work, create, and communicate. Oblong’s flagship product Mezzanine™ is a
meeting technology platform that offers simultaneous content sharing to optimize audience engagement and situational awareness. For more
information, visit www.oblong.com and Oblong’s Twitter and Facebook pages.
About Dwellwell Analytics
Dwellwell is the only comprehensive Check Engine Light for Homes™. The powerful technology diagnoses and alerts residential
property owners and managers to irregularities in the performance of an entire residential building, including HVAC, electrical, plumbing,
and even environmental concerns. The SaaS platform provides early detection of issues before they lead to system failure or a catastrophic
event. With its simple plug-and-play installation capability, Dwellwell proactively diagnoses issues across an entire building, helping
multifamily and short-term rental owners streamline maintenance, generate cost savings, improve NOI, and ensure resident/guest comfort.
For more information, visit www.dwellwell.ai.
Investor Relations Contact:
David Clark
investors@oblong.com
(213) 683-8863 ext. 5
5
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