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Note 4 - Capital Stock | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Equity [Text Block] | Note 4 - Capital Stock Common Stock The Company’s common stock, par value $0.0001 per share (the “Common Stock”), is listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “OBLG.” As of March 31, 2025, we had 150,000,000 shares of our Common Stock authorized, with 1,154,926 and 1,154,737 shares issued and outstanding, respectively. On August 23, 2024, the Company effected the Reverse Stock Split. The Company’s shares of Common Stock began trading on a split-adjusted basis at the commencement of trading on August 26, 2024. Upon effectiveness, every 40 shares of Common Stock were converted into 1 share of Common Stock. The number of authorized shares and the par value of each share remained unchanged. No fractional shares were issued as a result of the Reverse Split, and any fractional shares that would have otherwise resulted from the Reverse Split were rounded up to the nearest whole share. During the three months ended March 31, 2025, 10,000 shares of the Company’s Common Stock were issued related to the exercise of 10,000 Common Warrants granted on March 30, 2023. There were no Common Warrant exercises during the three months ended March 31, 2024. During the three months ended March 31, 2024, 90,056 shares of the Company’s Common Stock were issued related to the conversion of 922 shares of Series F Preferred Stock, plus accrued dividends. There were no preferred stock conversions during the three months ended March 31, 2025. See Note 5 - Preferred Stock for further details. Common Stock activity for the year ended December 31, 2024 and three months ended March 31, 2025 is presented below.
Issued Shares as of December 31, 2023 |  |  | 573,644 |
Issuances from Preferred Stock conversions |  |  | 288,968 |
Issuances related to Common Warrant exercises |  |  | 282,314 |
Issued Shares as of December 31, 2024 |  |  | 1,144,926 |
Issuances from Common Warrant exercises |  |  | 10,000 |
Issued Shares as of March 31, 2025 |  |  | 1,154,926 |
Less Treasury Shares: |  |  | (189 | )
Outstanding Shares as of March 31, 2025 |  |  | 1,154,737 |
Common Stock Warrants On March 30, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we issued and sold, in a private placement (the “Private Placement”) (i) 6,550 shares of our newly designated Series F Preferred Stock, $0.0001 par value per share (the “Series F Preferred Stock”), (ii) preferred warrants (the “Preferred Warrants”) to acquire 32,750 shares of Series F Preferred Stock, and (iii) common warrants (“Common Warrants” and with the Preferred Warrants the “Investor Warrants”) to acquire up to 95,764 shares of Common Stock. Please refer to Note 5 - Preferred Stock for further discussion on the Series F Preferred Stock and Preferred Warrants. In connection with the Private Placement, pursuant to an engagement letter dated March 30, 2023 (the “Engagement Letter”), between the Company and Dawson James Securities, Inc. (the “Placement Agent”), the Company agreed to (i) pay the Placement Agent a cash fee equal to 8% of the aggregate gross proceeds raised in the Private Placement, and (ii) grant to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 7,663 shares of Common Stock. On March 31, 2023, the Company issued the Common Warrants and the Placement Agent Warrants to purchase an aggregate of 103,427 shares of the Company’s Common Stock. The Common Warrants and Placement Agent Warrants have a term of 5 years, commencing six months and one day from the date of issuance, and were initially exercisable for $68.40 per share. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination, recapitalization, or other similar transactions involving the Common Stock, and subject to price-based adjustment, on a full ratchet basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price for the Common Warrants (subject to certain exceptions). The Common Warrants and Placement Agent Warrants are exercisable for cash, provided that if there is no effective registration statement permitting the resale of the common shares, they may be exercised on a cashless basis. Exercise of the Common Warrants and Placement Agent Warrants is subject to certain limitations, including a 4.99% beneficial ownership limitation. On October 6, 2023, the Company and the Investors holding a majority of the outstanding shares of the Preferred Stock agreed to waive any and all provisions, terms, covenants and obligations in the Certificate of Designations or Common Warrants to the extent such provisions permit the conversion or exercise of the Preferred Stock and the Common Warrants, respectively, to occur at a price below $11.17 (the “Waiver”). Notwithstanding anything to the contrary in the Certificate of Designations, each of the “Alternate Conversion Price” and the “Floor Price” as set forth in the Certificate of Designations shall in no event be less than $11.17 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events). On September 13, 2024, the Company and the Investors agreed to delete Section 2 of the Waiver, removing the minimum price restriction on the exercise of Common Warrants. During the year ended December 31, 2024, 24,104 Common Warrants were issued in accordance with the exercise provisions of the Preferred Warrants. See Note 5 - Preferred Stock for additional details on the exercises of the Preferred Warrants. These Common Warrants were exercisable at an initial exercise price of $68.40 and have a term of five years. Pursuant to Sections 2(a) and 2(c) of the Common Warrants (the “Make Whole Provision”), as a result of the Reverse Split, the exercise price of the Common Warrants and Placement Agent Warrants were adjusted to $3.41 per share, and the number of Common Warrant shares that may be purchased upon exercise of the Common Warrants and the Placement Agent Warrants were increased proportionately, so that after the exercise price adjustment the aggregate exercise price payable hereunder for the adjusted number of Common Warrant Shares was the same as the aggregate exercise price in effect immediately prior to the exercise price adjustment. These adjustments resulted in an aggregate of 2,401,047 Common Warrants and 153,470 Placement Agent Warrants remaining outstanding following the Reverse Split. The additional warrants created by the Make Whole Provision resulted in an aggregate deemed dividend of $8,974,000, which reduced the net income available to common shareholders during the year ended December 31, 2024. Details of the Make Whole Provision transactions are presented below:
Warrant Tranche |  | Original Warrants Issued |  |  | Original Exercise Price (1) |  |  | Warrants Post Reverse Split (2) |  |  | Exercise Price Post Reverse Split (2) |  |  | Warrants Post Make Whole Provision (3) |  |  | Exercise Price Post Make Whole Provision (4) |  |  | Deemed Dividend |
Common Warrants issued in 2023 |  |  | 3,830,417 |  |  | $ | 1.71 |  |  |  | 95,764 |  |  | $ | 68.40 |  |  |  | 1,918,371 |  |  | $ | 3.41 |  |  | $ | 6,739,000 |
Common Warrants issued in 2024 |  |  | 963,745 |  |  | $ | 1.71 |  |  |  | 24,104 |  |  | $ | 68.40 |  |  |  | 482,676 |  |  | $ | 3.41 |  |  | $ | 1,696,000 |
Placement Agent Warrants |  |  | 306,433 |  |  | $ | 1.71 |  |  |  | 7,663 |  |  | $ | 68.40 |  |  |  | 153,470 |  |  | $ | 3.41 |  |  | $ | 539,000 |
Total |  |  | 5,100,595 |  |  |  |  |  |  |  | 127,531 |  |  |  |  |  |  |  | 2,554,517 |  |  |  |  |  |  | $ | 8,974,000 |
Aggregate Exercise Price |  | $ | 8,722,000 |  |  |  |  |  |  | $ | 8,722,000 |  |  |  |  |  |  | $ | 8,722,000 |  |  |  |  |  |  |  |  |
| (1) | Original exercise price based on the March 30, 2023 initial exercise price.
| (2) | Adjusted by the Reverse Split.
| (3) | Based on the original aggregate exercise price divided by the Make Whole Provision exercise price.
| (4) | Calculated by dividing (x) the sum of the dollar volume-weighted average price of the Company’s Common Stock for each of the five lowest trading days during the sixteen trading days after the Reverse Split by (y) five.
During the three months ended March 31, 2025, 10,000 Common Warrants were exercised at a price of $3.41 per share for 10,000 shares of Common Stock. The Company received gross and net proceeds of $34,000 and $31,000, respectively. No Common Warrants were exercised during the three months ended March 31, 2024. One of our directors, Jonathan Schechter, is currently a partner at The Special Equities Group (“SEG”), a division of Dawson James Securities, Inc. (“Dawson James”). In March 2023, prior to Mr. Schechter’s appointment to our board in May 2023 and pursuant to our Engagement Letter, Dawson James acted as placement agent in connection with our March 30, 2023 Purchase Agreement. During the three months ended March 31, 2025, pursuant to the terms of the Placement Agent Agreement, we paid Dawson James a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the Common Stock Warrants. The fee was $3,000. Mr. Schechter did not receive any of the fee paid. Common Warrants outstanding as of March 31, 2025 are as follows:
Issue Date |  | Warrants Outstanding |  |  | Exercise Price |  | Expiration Date
Q1 2023 |  |  | 1,789,527 |  |  | $ | 3.41 |  | Q3 2028
Q2 2024 |  |  | 472,676 |  |  | $ | 3.41 |  | Q4 2029
|  |  | 2,262,203 |  |  |  |  |  |
Common Warrant activity for the year ended December 31, 2024, and the three months ended March 31, 2025, is presented below.
|  | Outstanding and Exercisable |
|  | Number of Warrants |  |  | Weighted Average Exercise Price |
Warrants outstanding and exercisable, December 31, 2023 |  |  | 103,453 |  |  | $ | 69.03 |
Granted |  |  | 24,104 |  |  |  | 68.40 |
Make Whole Provision |  |  | 2,426,986 |  |  |  | 3.41 |
Exercised |  |  | (282,314 | ) |  |  | 3.41 |
Expired |  |  | (26 | ) |  |  | 2,575.38 |
Warrants outstanding and exercisable, December 31, 2024 |  |  | 2,272,203 |  |  |  | 3.41 |
Exercised |  |  | (10,000 | ) |  |  | 3.41 |
Warrants outstanding and exercisable, March 31, 2025 |  |  | 2,262,203 |  |  | $ | 3.41 |
Treasury Shares The Company maintains treasury stock for the Common Stock shares repurchased when withholding shares to cover taxes on transactions related to equity awards. There were no treasury stock transactions during the three months ended March 31, 2025, or the year ended December 31, 2024.

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