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Note 6 - Preferred Stock | 9 Months Ended
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Sep. 30, 2025
Notes to Financial Statements |
Preferred Stock [Text Block] | Note 6 - Preferred Stock Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of September 30, 2025, we had 1,983,250 designated shares of preferred stock and 150 shares of preferred stock issued and outstanding. Series F Preferred Stock The terms of the Series F Preferred Stock are as set forth in the Certificate of Designations of Series F Preferred Stock of Oblong, Inc. (the “Certificate of Designations”), which was filed and became effective with the Secretary of State of the State of Delaware on March 31, 2023. The 2023 Private Placement closed on March 31, 2023, in exchange for gross and net proceeds of $6,386,000 and $5,364,000, respectively. The financing fees associated with the Purchase Agreement were $1,022,000. The shares of Series F Preferred Stock are convertible into fully paid and non-assessable shares of the Company’s Common Stock at the election of the holder at any time at an initial conversion price of $68.40 (the “Conversion Price”). The holders of the Series F Preferred Stock may also elect to convert their shares at an alternative conversion price equal to the lower of (i) 80% of the applicable Conversion Price as in effect on the date of the conversion, (ii) 80% of the closing price on the trading day immediately preceding the delivery of the conversion notice, and (iii) the greater of (a) the Floor Price (as defined in the Certificate of Designations) and (b) the quotient of (x) the sum of the five lowest Closing Bid Prices (as defined in the Certificate of Designations) for trading days in the 30 consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable Conversion Notice, divided by (y) five. The Conversion 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 our common stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). On October 6, 2023, the Company and Investors holding a majority of the outstanding shares of the Series F Preferred Stock agreed to waive any and all provisions, terms, covenants, and obligations in the Certificate of Designations to the extent such provisions permit the conversion or exercise of the Series F Preferred Stock to occur at a price below $11.17. 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). Following the 2025 Private Placement, in accordance with the terms of the Certificate of Designations, the Conversion Price was adjusted to $3.77 per share. Under the Certificate of Designations, shares of the Series F Preferred Stock have an initial stated value of $1,000 per share (the “Stated Value”). The holders of Series F Preferred Shares are entitled to dividends of 9% per annum, which will be payable in arrears quarterly. Accrued dividends may be paid, at our option, in cash, and if not paid, shall increase the stated value of the Series F Preferred Stock. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series F Preferred Stock will accrue dividends at the rate of 20% per annum (the “Default Rate”). Shares of Series F Preferred Stock have no voting rights, other than with respect to certain matters affecting the rights of the Series F Preferred Stock. On matters with respect to which the holders of the Series F Preferred Stock have a right to vote, holders of the Series F Preferred Stock will have voting rights on an as-converted basis. Our ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of the Series F Preferred Stock. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, (i) the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the Registration Rights Agreement, (ii) the failure to pay any amounts due to the holders of the Series F Preferred Stock when due, and (iii) if Peter Holst ceases to be the chief executive officer of the Company other than because of his death, and a qualified replacement, reasonably acceptable to a majority of the holders of the Series F Preferred Stock, is not appointed within thirty (30) business days. In connection with a Triggering Event, the Default Rate is triggered. We are subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), maintenance of properties and the transfer of assets, among other matters. During the nine months ended September 30, 2024, 3,033 shares of Series F Preferred Stock, plus accrued dividends of $194,000, were converted into 288,968 shares of the Company’s Common Stock. During the three and nine months ended September 30, 2025, 780 and 970 shares of Series F Preferred Stock, plus accrued dividends of $20,000 and $39,000 were converted into 212,454 and 257,617 shares of the Company's Common Stock, respectively. As of September 30, 2025, 150 shares of Series F Preferred Stock and $19,000 of accrued dividends were outstanding. Series F Preferred Stock transactions are summarized in the table below:
|  | Series F Preferred Stock Shares |  |  | Preferred Stock Dividends |  |  | Weighted Average Conversion Price |  |  | Common Shares Issued from Conversions |
December 31, 2023 Balance |  |  | 1,930 |  |  | $ | 136,000 |  |  | $ | 13.60 |  |  |  | 352,624 |
2024 Issuances |  |  | 1,648 |  |  |  | — |  |  |  |  |  |  |  | — |
2024 Accrued Dividends |  |  | — |  |  |  | 89,000 |  |  |  |  |  |  |  | — |
2024 Conversions |  |  | (3,033 | ) |  |  | (196,000 | ) |  | $ | 11.20 |  |  |  | 288,947 |
December 31, 2024 Balance |  |  | 545 |  |  |  | 29,000 |  |  | $ | 11.17 |  |  |  | 641,571 |
2025 Issuances |  |  | 575 |  |  |  | — |  |  |  | 3.77 |  |  |  | — |
2025 Accrued Dividends |  |  | — |  |  |  | 29,000 |  |  |  |  |  |  |  | — |
2025 Conversions |  |  | (970 | ) |  |  | (39,000 | ) |  | $ | 3.77 |  |  |  | 257,617 |
September 30, 2025 Balance |  |  | 150 |  |  | $ | 19,000 |  |  | $ | 3.77 |  |  |  | 899,188 |
Series F Preferred Stock Warrants The Preferred Warrants are exercisable for Series F Preferred Stock at an exercise price of $975. The exercise price is subject to customary adjustments for stock splits, stock dividends, stock combination recapitalizations, or other similar transactions involving the Common Stock. The Preferred Warrants expire three years from the date of issuance and are exercisable for cash. For each Preferred Warrant exercised, the Investors shall receive Common Warrants to purchase a number of shares of Common Stock equal to 100% of the number of shares of Common Stock the Investors would receive if the Series F Preferred Shares issuable upon exercise of such Warrant were converted at the applicable Conversion Price. The fair value of the Preferred Warrants was recorded within additional paid-in capital upon issuance. During the three and nine months ended September 30, 2025, 575 Preferred Warrants were exercised into 575 shares of Series F Preferred Stock for gross and net proceeds of $561,000 and $516,000, respectively. During the nine months ended September 30, 2024, 1,648 Preferred Warrants were exercised into 1,648 shares of Series F Preferred Stock for gross and net proceeds of $1,607,000 and $1,478,000, respectively. As of September 30, 2025, 30,527 Preferred Warrants remained outstanding. As discussed in Note 5 - Capital Stock, one of our directors is currently a partner at SEG, a division of Dawson James. During the three and nine months ended September 30, 2025, and the nine months ended September 30, 2024, pursuant to the terms of the 2023 Placement Agent Agreement, we paid Dawson James a cash fee equal to 8% of the aggregate gross proceeds raised from the exercise of the Preferred Stock Warrants. The fees were $45,000 and $129,000, respectively. Mr. Schechter did not receive any of the fees paid.

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