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UPLOAD Filing

TaoWeave, Inc.
Date: July 1, 2025 · CIK: 0000746210 · Accession: 0000000000-25-006955

Offering / Registration Process Related Party / Governance Financial Reporting

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File numbers found in text: 333-288217

Date
July 1, 2025
Author
Division of
Form
UPLOAD
Company
TaoWeave, Inc.

Letter

Re: Oblong, Inc. Registration Statement on Form S-3 Filed June 20, 2025 File No. 333-288217 Dear David Clark:

July 1, 2025

David Clark Chief Financial Officer Oblong, Inc. 110 16th Street, Suite 1400 #1024 Denver, CO

We have conducted a limited review of your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 Cover page

1. Please revise to indicate separately the number of shares being offered by selling shareholders issuable upon (i) the exercise of Pre-Funded Warrants; (ii) the conversion of outstanding shares of Series F convertible preferred stock; (iii) the conversion of Series F Preferred Stock acquired through exercise of outstanding Preferred Warrants; (iv) the exercise of Common Warrants; (v) the exercise of Placement Agent Warrants; and (vi) the exercise of Advisor Warrants. Also revise the footnotes to the selling shareholder table to indicate whether the shares are Conversion Shares, Warrant Common Shares, Pre-Funded Warrant Shares, Placement Agent Warrant Shares, or Advisor Warrant Shares. July 1, 2025 Page 2 Selling Stockholders, page 17

2. Please identify whether any of the selling stockholders is a registered broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter. Please revise or advise.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Ron Levine

Show Raw Text
<DOCUMENT>
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<TEXT>
 July 1, 2025

David Clark
Chief Financial Officer
Oblong, Inc.
110 16th Street, Suite 1400 #1024
Denver, CO

 Re: Oblong, Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288217
Dear David Clark:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Cover page

1. Please revise to indicate separately the number of shares being offered
by selling
 shareholders issuable upon (i) the exercise of Pre-Funded Warrants; (ii)
the
 conversion of outstanding shares of Series F convertible preferred
stock; (iii) the
 conversion of Series F Preferred Stock acquired through exercise of
outstanding
 Preferred Warrants; (iv) the exercise of Common Warrants; (v) the
exercise of
 Placement Agent Warrants; and (vi) the exercise of Advisor Warrants.
Also revise the
 footnotes to the selling shareholder table to indicate whether the
shares are
 Conversion Shares, Warrant Common Shares, Pre-Funded Warrant Shares,
Placement
 Agent Warrant Shares, or Advisor Warrant Shares.
 July 1, 2025
Page 2
Selling Stockholders, page 17

2. Please identify whether any of the selling stockholders is a registered
broker-dealer or
 an affiliate of a broker-dealer. Please note that a registration
statement registering the
 resale of shares being offered by a broker-dealer must identify the
broker-dealer as an
 underwriter if the shares were not issued as underwriting compensation.
For a selling
 stockholder that is an affiliate of a broker-dealer, your prospectus
must state, if true,
 that: (1) the seller purchased in the ordinary course of business; and
(2) at the time of
 purchase of the securities you are registering for resale, the seller
had no agreements
 or understandings, directly or indirectly, with any person, to
distribute the securities.
 If you are unable to make these statements in the prospectus, please
disclose that the
 selling stockholder is an underwriter. Please revise or advise.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Ron Levine
</TEXT>
</DOCUMENT>