OBLG 10-K Fiscal year ended Dec. 31, 2019

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•	the continued impact of the coronavirus pandemic on our business, including its impact on our customers and other business partners, our ability to conduct operations in the ordinary course, and our ability to obtain capital financing important to our ability to continue as a going concern;

•	our ability to continue as a going concern;

•	our ability to raise capital in one or more debt and/or equity offerings in order to fund operations or any growth initiatives;

•	customer acceptance and demand for our video collaboration services and network applications;

•	the quality and reliability of our services;

•	the prices for our products and services;

•	customer renewal rates;

•	risks related to the concentration of our customers and the degree to which our sales, now or in the future, depend on certain large client relationships;

•	customer acquisition costs;

•	our ability to compete effectively in the video collaboration services and network services businesses;

•	actions by our competitors, including price reductions for their competitive services;

•	potential federal and state regulatory actions;

•	our ability to successfully integrate the former Glowpoint, Inc. and Oblong Industries, Inc. businesses following the closing of our acquisition of Oblong Industries, Inc. on October 1, 2019;

•	our ability to innovate technologically, and, in particular, our ability to develop next generation Oblong technology;

•	our ability to satisfy the standards for initial listing of common stock for the combined organization of Oblong on the NYSE American stock exchange;

•	our ability to satisfy the standards for continued listing of our common stock on the NYSE American stock exchange;

•	changes in our capital structure and/or stockholder mix;

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•	the costs, disruption, and diversion of management’s attention associated with campaigns commenced by activist investors; and

•	our management’s ability to execute its plans, strategies and objectives for future operations .

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•	Cloud Connect: Video ™ : A llows our customers to outsource the management of their video traffic to us and provides the customer’s office locations with a secure, dedicated video network connection to the Glowpoint Cloud for video communications.

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Cloud Connect: Converge ™ : Provides customized Multiprotocol Label Switching (“MPLS”) solutions for customers who require a converged network. A converged network is an efficient network solution that combines the customer’s voice, video, data, and Internet traffic over one or more common access circuits. We fully manage and prioritize traffic to ensure that video and other business critical applications run smoothly.

•	Cloud Connect: Cross Connect ™ : A llows the customer to leverage their existing carrier for the extension of a Layer 2 private line to our data center.

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•	Share Work With Others. Easily present work by plugging in or sharing wirelessly with the Mezzanine app. Share up to 10 connected devices including laptops, in-room PCs, and digital media players. Upload images and slides to present and explore content alongside live video streams.

•	Capture Ideas Instantly. Save snapshots of on-screen content to make sure good ideas don’t get lost. Annotate content in the Mezzanine app and share your thoughts with others. Download meeting materials to reference or share after the meeting.

•	Visualize Your Options and Outcomes . Mezzanine content spans multiple displays so all the information you need is in sight and on hand. Share more content, see more detail, and improve your visual storytelling. Arrange content for side-by-side comparisons and cross-referencing.

•	Unite Distributed Teams. Connect teams and get everyone on the same page. Meeting participants share the same visual workspace so they can perform like they are in the same room. Everyone in every location can add content and steer the conversation so teams are motivated to participate.

•	Connect with Ease. Mezzanine works seamlessly with your existing video conferencing and collaboration solutions so teams can join meetings with the tools they use every day. Integration with Cisco and Polycom systems simplify connecting rooms with voice, video, and content.

•	Orchestrate Your Content . Place content anywhere in the room from anywhere in the room with Mezzanine’s award-winning wands. Gestural interaction makes it easy to move and highlight content to focus the attention of the team.

•	rapid growth of cloud-based unified communications (UC) services adoption and continuously increasing collaborative intensity in workplaces;

•	accelerating demand for low-cost video conferencing options such as USB conference room cameras and audio/video soundbars;

•	rising appetite among end-user organizations for content sharing as well as content collaboration capabilities including ideation, annotation, illustration, and coediting;

•	convergence of audio, video and content collaboration (as opposed to siloed applications and platforms) to improve employee productivity;

•	significant growth in the number of huddle rooms and flexible meeting spaces worldwide;

•	preference for Bring Your Own Device (BYOD) screen share in meeting spaces; and

•	growing number of distributed and remote workers.

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•	increasing mobility of the workforce;

•	shifting priorities of business decision makers, including an increased preference for cloud delivery of applications, software-defined networking, and management of multiple and varied devices; and

•	the rise of multi-channel customer service involving multiple modes of communications.

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•	Better transparency into the performance of the enterprise collaboration environment via business intelligence metrics, reporting and management dashboards;

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•	Greater scale with self-service support, giving end users an easy interface for submitting/tracking tickets;

•	Deeper expertise for managing video collaboration with access to our Remote Service Management services and knowledge base;

•	More efficiencies gained by automating manual tasks and workflows including escalations, updates/notifications, and provisioning; and

•	Access to ITIL.

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•	loss of or delay in revenue and loss of market share;

•	negative publicity and damage to our reputation and brand;

•	a decline in the average selling price of our products; and

•	adverse reactions in our sales channels.

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•	the issuance, authorization or creation of any class or series of capital stock senior to or on parity with the Series C Preferred Stock, or any class or series of capital stock junior to the Series C Preferred Stock but with a maturity, redemption or repayment date prior to the date on which any Series C Preferred Stock remains outstanding; and

•	the entry by the Company into certain “fundamental transactions,” including transactions constituting a change of control of the Company, certain reorganization transactions or a sale of all or substantially all of our assets.

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•	difficulties in integrating the acquired businesses and their respective personnel and products into our existing business;

•	difficulties in integrating commercial organizations;

•	difficulties or delays in realizing the anticipated benefits of the acquisition;

•	diversion of our management’s time and attention from other business concerns;

•	challenges due to limited or no direct prior experience in new markets or countries we may enter;

•	inability to successfully develop new products and services on a timely basis that address our new market opportunities post-acquisition;

•	inability to compete effectively against companies already serving the broader market opportunities expected to be available to us post-acquisition; and

•	unanticipated costs and other contingent liabilities.

•	using the combined organization’s cash and other assets efficiently to develop the business of the combined organization;

•	appropriately managing the liabilities of the combined organization;

•	limited experience of management in performing acquisitions and managing growth;

•	potential unknown and unforeseen expenses, delays or regulatory conditions associated with the transaction; and

•	performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by integrating the companies’ operations.

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•	Each share of Series D and Series E Preferred Stock will be entitled to receive an annual dividend equal to 6.0% of its then-existing accrued value per annum, commencing on the first anniversary of its issuance;

•	Upon any liquidation of the Company, the shares of Series D and Series E Preferred Stock will rank senior to the Company’s common stock, but junior to the Company’s outstanding Series A-2 Preferred Stock and Series C Preferred Stock;

•	Holders of Series D and Series E Preferred Stock will generally not have voting rights with respect to such shares, but for so long as at least twenty percent (20%) of the shares of Series D or Series E Preferred Stock issued by the Company are outstanding, respectively, the consent of such shares, as a class, will be required for the Company to take the following actions:

◦	the liquidation, dissolution, or winding-up of the business and affairs of the Company, or the Company’s consent to any of the foregoing;

◦	the amendment, altering or repeal of any provision of the Company’s certificate of incorporation or bylaws in any manner that adversely affects the powers, preferences or rights of the Series D or Series E Preferred Stock, respectively;

◦	creating, or authorizing the creation of, or issuance or obligation of the Company to issue shares of, any additional class or series of the Company’s capital stock, other than Common Stock;

◦	certain reclassifications, alterings or amendments of any existing security of the Company that is pari passu with, or junior to, the Series D Preferred Stock or Series E Preferred Stock, respectively;

◦	taking or approving any of the foregoing actions with respect to a subsidiary of the Company; or

◦	authorizing, creating or issuing any debt security, or permitting any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action, in excess of the amount outstanding or available for borrowing under the Company’s loan agreement with Silicon Valley Bank, would exceed $500,000.

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•	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•	the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on its board of directors;

•	the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors or a majority of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•	the ability of our board of directors, by majority vote, to amend the Company’s amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the amended and restated bylaws to facilitate an unsolicited takeover attempt; and

•	advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

•	investors react negatively to the prospects of the combined organization’s product line, business and financial condition;

•	the effect of the Merger on the combined organization’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•	the combined organization does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts. Stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

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•	Revenue for managed services for video collaboration services decreased $2,023,000 (or 27% ) to $5,566,000 in 2019 , from $7,589,000 in 2018 . This decrease is mainly attributable to lower revenue from existing customers (either from reductions in price or level of services) and loss of customers to competition.

•	Revenue for network services decreased $491,000 (or 11% ) to $3,860,000 in 2019 from $4,351,000 in 2018 . This decrease is mainly attributable to net attrition of customers and lower demand for our services given the competitive environment and pressure on pricing that exists in the network services business.

•	Revenue for professional and other services decreased $383,000 (or 62% ) to $234,000 in 2019 from $617,000 in 2018 . This decrease is mainly attributable to lower resale of video equipment.

•	For Oblong Industries, the increase in revenue in each of the different components was attributable to the acquisition of Oblong Industries on October 1, 2019 and includes Oblong Industries’ revenue from October 1, 2019 through December 31, 2019 , as compared to no revenue included for 2018 .

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We expect the Company’s total revenue will increase from 2019 to 2020 , mainly driven by the inclusion of a full calendar year of revenue for Oblong Industries in 2020 (since 2019 only includes revenue for the fourth quarter for Oblong Industries), partially offset by an expected continuing decline in revenue from the Glowpoint business given the dynamic and competitive environment for these services.

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•	Oversight of management performance and assurance that stockholder interests are served;

•	Oversight of the Company’s business affairs and long-term strategy; and

•	Monitoring adherence to the Company’s standards and policies, including, among other things, policies governing internal controls over financial reporting.

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•	annually reviewing and making recommendations to the Board with respect to compensation of directors, executive officers and key employees of the Company;

•	annually reviewing and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and recommending to the Board the Chief Executive Officer’s compensation levels based on this evaluation;

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•	reviewing competitive practices and trends to determine the adequacy of the executive compensation program;

•	approving and overseeing compensation programs for executive officers involving the use of the Company’s stock;

•	approving and administering cash incentives for executives, including oversight of achievement of performance objectives, and funding for executive incentive plans;

•	annually performing a self-evaluation on the performance of the compensation committee; and

•	making regular reports to the Board concerning the activities of the compensation committee.

•	a statement that the writer is our stockholder and is proposing a candidate for our Board of Directors for consideration by the nominating committee;

•	the name of and contact information for the candidate;

•	a statement of the candidate’s business and educational experience;

•	information regarding each of the factors set forth in the nominating committee charter sufficient to enable the nominating committee to evaluate the candidate;

•	a statement detailing any relationship between the candidate and any of our customers, suppliers or competitors;

•	detailed information about any relationship or understanding between the proposing stockholder and the candidate; and

•	a statement that the candidate is willing to be considered and willing to serve as our director if nominated and elected.

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•	Patrick Lombardi, a former director of the Company, failed to file on a timely basis a single Form 4 to report a single withholding transaction. The Form 4 was subsequently filed, and the Company is not aware of any failure by Mr. Lombardi to file a required form under Section 16 of the Exchange Act during 2019 .

•	Kenneth Archer, a former director of the Company, failed to file on a timely basis a single Form 4 to report a single withholding transaction. The Form 4 was subsequently filed, and the Company is not aware of any failure by Mr. Archer to file a required form under Section 16 of the Exchange Act during 2019 .

•	David Giangano, a former director of the Company, failed to file on a timely basis a single Form 4 to report a grant of restricted stock units and a related withholding transaction. The Form 4 was subsequently filed, and the Company is not aware of any failure by Mr. Giangano to file a required form under Section 16 of the Exchange Act during 2019 .

•	John Underkoffler, a director of the Company, failed to file on a timely basis a Form 3. The Form 3 was subsequently filed, and the Company is not aware of any failure by Mr. Underkoffler to file a required form under Section 16 of the Exchange Act during 2019 .

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•	12 months’ base salary, payable in equal monthly installments in accordance with the Company’s normal payroll practices;

•	100% of his maximum annual target bonus payable for the calendar year in which such termination occurs;

•	100% accelerated vesting of Mr. Holst’s then-unvested shares of restricted stock and RSUs; and

•	payment (or reimbursement) of the COBRA premiums for continuation of coverage for Mr. Holst and his eligible dependents under the Company’s then existing medical, dental and prescription insurance plans for a period of 12 months.

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•	24 months’ base salary, payable in equal monthly installments in accordance with the Company’s normal payroll practices;

•	100% of his maximum annual target bonus payable for the calendar year in which such termination occurs;

•	a pro-rated portion of his maximum annual target bonus for the calendar year in which the effective date of termination occurs;

•	80% accelerated vesting of Mr. Holst’s then-unvested shares of restricted stock and RSUs; and

•	payment (or reimbursement) of the COBRA premiums for continuation of coverage for Mr. Holst and his eligible dependents under the Company’s then existing medical, dental and prescription insurance plans for a period of 12 months.

•	Six months’ base salary, payable in equal monthly installments in accordance with the Company’s normal payroll practices;

•	50% of his maximum annual target bonus payable for the calendar year in which such termination occurs;

•	a pro-rated portion of his maximum annual target bonus for the calendar year in which the effective date of termination occurs;

•	100% accelerated vesting of Mr. Clark’s then-unvested shares of restricted stock and RSUs; and

•	payment (or reimbursement) of the COBRA premiums for continuation of coverage for Mr. Clark and his eligible dependents under the Company’s then existing medical, dental and prescription insurance plans for a period of six months.

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•	each person (or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) known by us to own beneficially more than 5% of any class of our voting securities;

•	the named executive officers set forth in the Summary Compensation Table under “Executive Compensation” above;

•	each of our directors and director nominees; and

•	all of our directors and executive officers as a group.

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•	the amounts involved exceeded or will exceed $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

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•	Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

•	Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

•	Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

•	Identification of the contract, or contracts, with a customer;

•	Identification of the distinct performance obligations in the contract;

•	Determination of the transaction price;

•	Allocation of the transaction price to the performance obligations in the contract; and

•	Recognition of revenue when or as the Company satisfies a performance obligation.

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