SecProbe.io

CORRESP
 1
 filename1.htm

 oblg20250801_corresp.htm

 July 31, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology

 100 F Street, N.E.
Washington, D.C. 20549

 Attn: Lauren Pierce and Jan Woo

 Re: Oblong, Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025, as amended on July 18, 2025 and July 29, 2025
 File No. 333-288217
 Acceleration Request

 Dear Mses. Mansaray and Woo:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement (as amended, the “ Registration Statement ”) be accelerated so that the same will become effective on August 1, 2025, at 4:15 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

 Please contact Ron Levine of Arnold & Porter Kaye Scholer LLP via telephone at (303) 863-2235 or via e-mail at Ron.Levine@arnoldporter.com with any questions, and please notify him when this request for acceleration has been granted.

 Very truly yours,

 OBLONG, INC.

 By: /s/ Peter J. Holst

 Name: Peter J. Holst

 Title: Chief Executive Officer

CORRESP
 1
 filename1.htm

 oblg20250718_corresp.htm

 July 18, 2025

 Via EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Technology
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn: Lauren Pierce

 Jan Woo

 Re: Oblong, Inc.

 Registration Statement on Form S-3

 Filed June 20, 2025

 File No. 333-288217

 Dear Ms. Pierce and Ms. Woo:

 This letter sets forth the response of Oblong, Inc. (the “ Company ”) to the comments provided by the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) in its comment letter dated July 1, 2025 (the “ Comment Letter ”) with respect to the Company’s Registration Statement on Form S-3, filed with the Commission on June 20, 2025 (File No. 333-288217) (the “ Registration Statement ”). On July 18, 2025, the Company filed an amendment to the Registration Statement (the “ Amendment ”).

 For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold below and provided our response below each comment.

 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.

 Response : The Company acknowledges the Staff’s comment and has revised the cover page of the Amendment accordingly to indicate separately the number of shares being offered by selling shareholders issuable upon the exercise or conversion, as applicable, of the convertible securities. Additionally, the Company has also revised the disclosure on pages 23 through 27 (Selling Stockholders) to reflect the disaggregation of the shares issuable upon conversion or exercise, as applicable, of the convertible securities.

 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.

 Response: In response to the Staff's comment, the Company has revised its disclosure on pages 20 and 27 of the Amendment.

 * * * *

 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Ronald R. Levine, II, Esq., counsel to the Company, at (303) 836-2335.

 Very truly yours,

 Peter Holst

 Chief Executive Officer

 cc: Ronald R. Levine, II, Esq.

 Arnold & Porter Kaye Scholer LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<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>

CORRESP
1
filename1.htm

	oblg20241011_corresp.htm

October 11, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mariam Mansaray and Jan Woo

Re:         Oblong, Inc.

Registration Statement on Form S-3

Filed October 4, 2024

File No. 333- 282515

Acceleration Request

Dear Mses. Mansaray and Woo:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement (as amended, the “Registration Statement”) be accelerated so that the same will become effective on October 16, 2024, at 9:00 a.m., Eastern Standard Time, or as soon thereafter as is practicable.

Please contact Ron Levine of Arnold & Porter Kaye Scholer LLP via telephone at (303) 863-2235 or via e-mail at Ron.Levine@arnoldporter.com with any questions, and please notify him when this request for acceleration has been granted.

Very truly yours,

OBLONG, INC.

By:  /s/ Peter J. Holst

Name: Peter J. Holst

Title: Chief Executive Officer

October 11, 2024
Peter J. Holst
Chief Executive Officer
Oblong, Inc.
110 16th Street, Suite 1400 #1024
Denver, CO 80202
Re:Oblong, Inc.
Registration Statement on Form S-3
Filed October 4, 2024
File No. 333-282515
Dear Peter J. Holst:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ron Levine

CORRESP
1
filename1.htm

Document

January 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Edwin Kim

RE:    Oblong, Inc., Registration Statement on Form S-3 filed December 29, 2023 (File No. 333-276322).

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on January 16, 2024, or as soon thereafter as is practicable.

Please call Ron Levine of Arnold & Porter Kaye Scholer LLP at (303) 863-2335 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Oblong, Inc.

/s/ David Clark

David Clark

Chief Financial Officer

United States securities and exchange commission logo
January 10, 2024
Peter J. Holst
Chief Executive Officer
Oblong, Inc.
110 16th Street, Suite 1400 #1024
Denver, CO 80202
Re:Oblong, Inc.
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276322
Dear Peter J. Holst:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Jeff Kauten at 202-551-3447, or in his absence, Jan Woo at (202) 551-
3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ron Levine

CORRESP
1
filename1.htm

Document

December 9, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Matthew Crispino

RE:    Oblong, Inc., Registration Statement on Form S-3 filed December 2, 2021 (File No. 333-261480).

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on December 15, 2021, or as soon thereafter as is practicable.

Please call Ron Levine of Arnold & Porter Kaye Scholer LLP at (303) 863-2335 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Oblong, Inc.

/s/ David Clark

David Clark

Chief Financial Officer

United States securities and exchange commission logo
December 7, 2021
David C. Clark
Chief Financial Officer
Oblong, Inc.
25587 Conifer Road, Suite 105-231
Conifer, Colorado 80433
Re:Oblong, Inc.
Registration Statement on Form S-3
Filed December 2, 2021
File No. 333-261480
Dear Mr. Clark:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ron Levine

CORRESP
1
filename1.htm

Document

January 19, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Edwin Kim

RE:    Oblong, Inc., Registration Statement on Form S-3 filed January 15, 2021 (File No. 333-252145).

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. Eastern Time on January 21, 2021, or as soon thereafter as is practicable.

Please call Ron Levine of Arnold & Porter Kaye Scholer LLP at (303) 863-2335 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

Oblong, Inc.

/s/ David Clark

David Clark

Chief Financial Officer

United States securities and exchange commission logo
January 19, 2021
Peter J. Holst
Chief Executive Officer
Oblong, Inc.
25587 Conifer Road, Suite 105-231
Conifer, CO 80433
Re:Oblong, Inc.
Registration Statement on Form S-3
Filed January 15, 2021
File No. 333-252145
Dear Mr. Holst:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ronald R. Levine, II, Esq.

November 27, 2019
Peter Holst
Chief Executive Officer
Glowpoint, Inc.
999 18th Street, Suite 1350S
Denver, Colorado 80202
Re:Glowpoint, Inc.
Preliminary Proxy Statement On Schedule 14A
Filed November 14, 2019
File No. 001-35376
Dear Mr. Holst:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ron Levine

CORRESP
1
filename1.htm

		Document

GLOWPOINT, INC.

999 18th Street, Suite 1350S

Denver, Colorado 80202

November 25, 2019

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:    Mr. Matthew Derby, Staff Attorney

Re:    Glowpoint, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed November 14, 2019

File No. 001-35376

Dear Mr. Derby:

This letter sets forth the responses of Glowpoint, Inc., a Delaware corporation (the "Company," "we," "our" and "us") to the comments provided by the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") in its comment letter dated November 22, 2019 (the "Comment Letter") with respect to the Preliminary Proxy Statement on Schedule 14A filed by the Company on November 14, 2019 (the "Proxy Statement"). In connection with the Company’s responses set forth below, the Company has attached hereto Annex A, which includes revised disclosure that will be included in an amendment to the Proxy Statement ("Amendment No. 1") in response to Comments No. 1, 2 and 3 below.

For your convenience, the Company has repeated each comment of the Staff exactly as given in the Comment Letter in bold and italic font below, and set forth below each such comment is the Company’s response. Page numbers referenced in the responses refer to page numbers in the Proxy Statement. Capitalized terms used and not defined herein have the meanings given to such terms in the Proxy Statement.

General

1.

 It appears that the issuance of common stock upon conversion of the Series C and Series D convertible preferred stock and the election of Mr. Underkoffler are post-closing conditions of your acquisition of Oblong. It does not appear that there will be a separate stockholder vote to approve of the acquisition. Please advise us whether you are required to disclose the information required by Items 12, 13, and 14 of Schedule 14A with respect to the Oblong acquisition transaction. Please refer to Note A of Schedule 14A.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company previously considered the instructions in Note A to Schedule 14A in determining whether to include the disclosures required by Items 12, 13 and 14 of Schedule 14A in the Proxy Statement. After review and consideration, the Company determined, and continues to believe, that the instruction is inapplicable to the stockholder vote to approve the issuance of shares of the Company’s Common Stock in connection with the

US 167130580v2

conversion of the outstanding shares of Series D Preferred Stock (Proposal No. 2 in the Proxy Statement) and Series E Preferred Stock (Proposal No. 3 in the Proxy Statement) (which we refer to herein collectively as the "NYSE Proposals") and that the information required by Items 12, 13 and 14 is not material to, and could potentially mislead, its stockholders in connection with the vote on the NYSE Proposals.

Note A to Schedule 14A acknowledges that certain proposals to be acted upon by stockholders may involve the matters described by, and would therefore require the disclosure of information pursuant to, more than one item of Schedule 14A. Note A goes on to provide an example of such a circumstance "where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants’ security holders will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition."

While the Company, through the NYSE Proposals, is asking its stockholders to approve the issuance of additional securities, the additional securities to be issued (shares of the Company’s Common Stock) will not be used for the purpose of acquiring Oblong Industries, Inc. ("Oblong") or any other assets or company, or in exchange for any securities of Oblong. The Company’s acquisition of Oblong (the "Oblong Acquisition") for shares of the Company’s Series D Preferred Stock, and the Company’s issuance of Series E Preferred Stock for cash (the "Series E Financing"), each closed on October 1, 2019.  In connection with the closing of the Oblong Acquisition, John Underkoffler was appointed as a member of our Board of Directors to fill the vacancy on our Board resulting from the resignation of David Giangano.  However, neither the Agreement and Plan of Merger, dated September 12, 2019, as amended (the "Oblong Agreement"), nor the Series E Preferred Stock Purchase Agreement, dated October 1, 2019 (the "Series E SPA"), contains any post-closing conditions or conditions subsequent for the effectiveness of the Oblong Acquisition or Series E Financing, respectively, with respect to the conversion of the Series D or Series E Preferred Stock or the re-election of Mr. Underkoffler to the Board. As a result, neither the outcome of the vote on the NYSE Proposals nor the re-election of Mr. Underkoffler to our Board at the Annual Meeting will have any impact with respect to the effectiveness of the Oblong Acquisition or Series E Financing, or in any way facilitate or hinder such completed transactions.

The NYSE Proposals instead relate to the independent questions of whether additional shares of the Company’s Common Stock will now be issued to permit the conversion of the Company’s previously issued shares of Series D Preferred Stock and Series E Preferred Stock, respectively, and, as a result, what the capital structure of the Company will look like on a go-forward basis. If Proposal No. 2 is not approved, then the Series D Preferred Stock will simply remain outstanding and will not be convertible into shares of the Company’s Common Stock, subject to a limited exception that would allow the issuance of up to 19.9% of the amount of the Company’s Common Stock outstanding as of October 1, 2019 upon conversions of Series D and Series E Preferred Stock in the aggregate.  The Proxy Statement includes on page 27-28 a description of certain effects of a failure of the Company’s stockholders to approve the conversion of the Series D Preferred Stock, including the dividend, liquidation and voting characteristics of such shares should they simply remain outstanding. Similarly, if Proposal No. 3 is not approved, then the Series E Preferred Stock will simply remain outstanding with the same very limited conversion ability, and the Proxy Statement includes on pages 32-33 a description of certain effects of a failure of the Company’s stockholders to approve the conversion of the Series E Preferred Stock.  In each case, this is an outcome contemplated by the Certificates of Designation governing the Series D and Series E Preferred Stock, respectively, as well as the Oblong Agreement and the Series E SPA, and of which the parties to such agreements were fully aware at the time that they entered into such agreements.

US 167130580v2

In addition, the Board’s nomination of Mr. Underkoffler for election by the Company’s stockholders to our Board at the Annual Meeting was made in the discretion of our Board, upon recommendation by the Nominating Committee of our Board, for the reasons set forth on page 16 of the Proxy Statement and not as a result of any contractual right or commitment arising out of the Oblong Acquisition or Series E Financing.

In light of the foregoing, the Company respectfully submits that the information required by Items 12, 13 and 14 of Schedule 14A is inapplicable to the decision to be made by the Company’s stockholders at the Annual Meeting. Such information, if included in the Proxy Statement, may in fact cause confusion regarding the nature of the NYSE Proposals and mislead stockholders into believing that by voting against the NYSE Proposals or the election of Mr. Underkoffler they are somehow voting against the consummation of the Oblong Acquisition and/or the Series E Financing. We do, however, believe the Staff’s comment highlights an important point of potential confusion to investors in the initial draft of the Proxy Statement, and the Company will revise the disclosure on page 13 of the Proxy Statement to add the additional questions and answers set forth on Annex A hereto to clarify that neither the Oblong Acquisition nor the Series E Financing will be unwound or otherwise affected by the outcome of the vote on the election of our Board of Directors or the NYSE Proposals.

2.

 It appears that the issuance of common stock upon conversion of the Series C and Series D convertible preferred stock will result in a change of control of the company. Please revise to quantify the combined voting power of the stock issued as a result of the conversion, disclose the change of control and the new control persons, and their post conversion holdings.

In response to the Staff’s comment, the Company will revise disclosure included on pages 26-27 and 31-32 of the Proxy Statement as set forth on Annex A hereto to (i) quantify the combined voting power of the stock issued as a result of the conversion of the Series D and Series E convertible preferred stock and (ii) disclose the occurrence of a change of control as a result of the conversion of the Series D and Series E convertible preferred stock as well as the identity and post-conversion holdings of any new control persons.

The Company will include the revised disclosure set forth on Annex A in Amendment No. 1.

3.

 Please clarify how the possible reverse stock splits will affect the voting power of the holders of your convertible preferred stock. If the reverse stock split does not alter the voting power of the convertible preferred stock, it appears the voting power of the common stockholders will be diluted. To the extent relevant, please also clarify the amount of voting power dilution that may occur for various reverse stock split ratios.

In response to the Staff’s comment, the Company will revise disclosure included on pages 34-35 of the Proxy Statement as set forth on Annex A hereto to clarify that proportionate voting rights of the holders of the Company’s common stock and convertible preferred stock would not be affected by the reverse stock split, except to the extent that the reverse stock split results in any of the Company’s stockholders owning a fractional share, since any resulting fractional share will be rounded up to a whole share.  For example, a holder of 1.0% of the voting power of the outstanding shares of the Company’s common stock immediately prior to the effective time of the reverse stock split would continue to hold 1.0% of the voting power of the outstanding shares of common stock after the reverse stock split, subject to the de minimis effect of any fractional share being rounded up to a whole share.

Further, with respect to the Company’s issued and outstanding shares of convertible preferred stock specifically, effective simultaneously with the reverse stock split, proportionate adjustments will be made to

US 167130580v2

the per share exercise price and/or the number of shares issuable upon conversion of all outstanding convertible securities, including the Series A-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock of the Company.  As a result, because the Company’s issued and outstanding Series A-2 Preferred Stock and Series C Preferred Stock votes with our common stock on an as-converted basis, the proportional adjustment to the conversion price of these securities will mean that the Series A-2 Preferred Stock and Series C Preferred Stock will have a different number of votes following the effective time of the reverse stock split. However, the proportionate voting interest held by the holders of the Series A-2 Preferred Stock and Series C Preferred Stock, respectively, will not change and, as a result, will not cause voting dilution to the holders of the Company’s common stock as a result of the reverse stock split.  Shares of the Company’s Series D Preferred Stock and Series E Preferred Stock do not vote on an as-converted basis with shares of the Company’s common stock except as required by applicable law.  However, as noted above, proportionate adjustments will also be made to the per share exercise price and/or the number of shares issuable upon conversion of these securities and, therefore, voting dilution will not result to the holders of the Company’s common stock as a result of the reverse stock split.

The Company will include the revised disclosure set forth on Annex A in Amendment No. 1.

Closing Comments:

We acknowledge that the Company is responsible for the accuracy and adequacy of the disclosure in the filing, Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

I sincerely hope that we have addressed the Staff’s comments included in the Comment Letter. We will be pleased to respond promptly to any additional requests for information or material that I may provide in order to facilitate your review.

Sincerely,

/s/ Peter Holst

Peter Holst

President and Chief Executive Officer

cc:    Edwin Kim, Securities and Exchange Commission

David Clark, Chief Financial Officer

Ronald R. Levine, II, Arnold & Porter Kaye Scholer LLP

US 167130580v2

ANNEX A

In furtherance of our responses to the Comment Letter set forth above, the Company proposes to include the revised disclosure set forth below in Amendment No. 1. The revised disclosure set forth in this Annex A has been marked to show all of the Company’s proposed changes to the language included in the initial draft of the Proxy Statement. Page numbers referenced in this Annex A refer to page numbers in the Proxy Statement.

Page 13

Q.         What equity stake will the Company's existing common stockholders, the Company’s existing Series E and Series D Preferred stockholders and affiliates of Foundry Group hold in the Company if Proposals No. 2 and 3 are both approved?

A.             If Proposals No. 2 and 3 are both approved, based on the number of shares of Common Stock outstanding as of November 8, 2019 and assuming conversion of the Series A-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, then the Company anticipates that:

•

 the existing holders of the Company’s Common Stock will, in the aggregate, hold approximately 5,140,500, or 21.8%, of our Common Stock; and

•

 the former holders of the Series D and Series E Preferred Stock will, in the aggregate, hold approximately 18,246,960, or 77.5%, of our Common Stock outstanding, and, out of this number, affiliates of the Foundry Group will hold approximately 7,112,178, or 30.2%, of our Common Stock. No other stockholder of the Company is expected to hold more than 30.0% of our Common Stock on a fully converted basis.

See "Effects of Approving the Conversion" under each of Proposals No 2 and 3 below for additional discussion of the effect on our existing common stockholders of the approval of the conversion of the Series D and Series E Preferred Stock, respectively.

Q.         What will happen if stockholders fail to approve either Proposal No. 2 or Proposal No. 3 at the Annual Meeting?

A.             If our stockholders fail to approve Proposal No. 2 at the Annual Meeting, then the Series D Preferred Stock will remain outstanding in accordance with its terms.  If our stockholders fail to approve Proposal No. 3 at the Annual Meeting, then the Series E Preferred Stock will remain outstanding in accordance with its terms.  In either case, the failure to approve such conversion will have no impact on the Merger or

November 22, 2019
Peter Holst
Chief Executive Officer
Glowpoint, Inc.
999 18th Street, Suite 1350S
Denver, Colorado 80202
Re:Glowpoint, Inc.
Preliminary Proxy Statement On Schedule 14A
Filed November 14, 2019
File No. 001-35376
Dear Mr. Holst:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.It appears that the issuance of common stock upon conversion of the Series C and Series
D convertible preferred stock and the election of Mr. Underkoffler are post-closing
conditions of your acquisition of Oblong.  It does not appear that there will be a separate
stockholder vote to approve of the acquisition.  Please advise us whether you are required
to disclose the information required by Items 12, 13, and 14 of Schedule 14A with respect
to the Oblong acquisition transaction.  Please refer to Note A of Schedule 14A.
2.It appears that the issuance of common stock upon conversion of the Series C and Series
D convertible preferred stock will result in a change of control of the company.  Please
revise to quantify the combined voting power of the stock issued as a result of the
conversion, disclose the change of control and the new control persons, and their post-
conversion holdings.

 FirstName LastNamePeter Holst
 Comapany NameGlowpoint, Inc.
 November 22, 2019 Page 2
 FirstName LastName
Peter Holst
Glowpoint, Inc.
November 22, 2019
Page 2
3.Please clarify how the possible reverse stock splits will affect the voting power of the
holders of your convertible preferred stock.  If the reverse stock split does not alter the
voting power of the convertible preferred stock, it appears the voting power of the
common stockholders will be diluted.  To the extent relevant, please also clarify the
amount of voting power dilution that may occur for various reverse stock split ratios.
            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.
            You may contact Matthew Derby, Staff Attorney, at (202) 551-3334 or in his absence,
Edwin Kim, Attorney-Advisor, (202) 551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

Mail Stop 3720

December 28, 2016

Peter Holst
Chief Executive Officer
Glowpoint, Inc.
1776 Lincoln Street, Suite 1300
Denver, CO 80203

Re: Glowpoint, Inc.
Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 17, 2016
File No. 001-35376

Dear Mr. Holst :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

		Document

December 8, 2016

Via EDGAR and Federal Express

Mr. Larry Spirgel

Assistant Director

AD Office 11 - Telecommunications

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Glowpoint, Inc. (“Glowpoint” or the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2015

Filed March 17, 2016

File No. 001-35376

Dear Mr. Spirgel:

The Company is in receipt of the comment letter dated November 29, 2016 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in respect of the above-referenced annual report on Form 10-K (the “Annual Report”).

The Company submits this letter in response to the Comment Letter.  For ease of reference, the text of each of the Staff’s comments is reproduced in bold-face type below, followed by the Company’s responses.

Responses to SEC Comments

Annual Report filed on Form 10-K

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Results of Operations, page 17

1.

 We note your disclosure that 24% of the decrease of revenue in video collaboration services is attributed to net attrition of customers and “other factors.” In your future filings, please disclose the other factors that lead to material decreases in revenue.

Response:  In future filings the Company will disclose the other factors that lead to material decreases in revenue. For example, the disclosure in the Company’s Annual Report noted above would be revised to state: “and (iii) approximately 24% of the $4,569,000 decrease is primarily due to net attrition of customers and lower revenue for current customers.”

Mr. Larry Spirgel

December 2, 2016

Page 2

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

2.

 You state that Messrs. Holst and Clark are entitled to equity compensation based on the achievement of the Company’s financial targets over a period of three-years. In future filings, please discuss within this section the quantitative/objective performance targets and threshold levels that the compensation committee has set for this compensation.

Response:  In future filings the Company will discuss within the Executive Compensation section the quantitative/objective performance targets and threshold levels that the compensation committee has set for Messrs. Holst’s and Clark’s equity compensation.

We have endeavored to provide you with everything requested.  Should you find that we have omitted information or should you have additional questions or comments, please contact the undersigned at (303) 640-3822 or dclark@glowpoint.com.

Sincerely,

/s/ David Clark

David Clark

Chief Financial Officer

cc:    Kristin L. Lentz, Davis Graham & Stubbs LLP

Enclosure

Mail Stop 3720

November 29, 2016

Peter Holst
Chief Executive Officer
Glowpoint, Inc.
1776 Lincoln Street, Suite 1300
Denver, CO  80203

Re: Glowpoint, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 17, 2016
File No. 001 -35376

Dear Mr. Holst :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Annual Report filed on Form 10 -K

Management’s Discussion and Analysis of Financial Conditions and Results of Operation s

Results of Operations, page 17

1. We note your disclosure that 24% of the decrease of revenue in video collaboration
services is attributed to net attrition of customers and “other factors.” In your future
filings, please disclose the other factors that l ead to material decreases in revenue.

Peter Holst
Glowpoint, Inc.
November 29, 2016
Page 2

 Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

2. You state that Messrs. Holst and Clark are entitled to equity compensation based on the
achievement of the Company’s financial targets over a period of three -years. In future
filings, please discuss within this section the quantitative/objective performance targets
and threshold levels that the compensation committee has set for this compensation.

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

Please contact William Mastrianna, Attorney -Adviser, at (202) 551 -3778, Celeste M.
Murphy, Lega l Branch Chief, at (202) 551 -3257,  or me at (202) 551 -3810  with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

		CORRESP

January 26, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:    Glowpoint, Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

Filed January 15, 2016

File No. 333-209013

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Glowpoint, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the Registration Statement be accelerated so that it will become effective at 4:00 p.m. Eastern Time on Thursday, January 28, 2016, or as soon thereafter as practicable.

On behalf of the Company, I hereby acknowledge that:

1.     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

2.     the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3.     the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions, please contact the undersigned at (303) 640-3822 or our counsel, Kristin L. Lentz of Davis Graham & Stubbs LLP, at (303) 892-7334.

Sincerely,

/s/ David C. Clark

David C. Clark

Chief Financial Officer

14049726.1

Mail Stop 3720

January 22, 2016

David C. Clark
Chief Financial O fficer
Glowpoint, Inc.
1776 Lincoln Street, Suite 1300
Denver, CO 80203

Re: Glowpoint, Inc.
  Registration Statement on Form S-3
Filed  January 15, 2016
  File No.  333-209013

Dear Mr. Clark :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

David C. Clark
Glowpoint, Inc.
January 22, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact William Mastrianna, Attorney -Adviser,  at (202) 551 -3778 or me, at (202)
551-3810  with an y questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

August 16 , 2012

Via E -mail
Joseph Laezza
Glowpoint, Inc.
430 Mountain Avenue
Suite 301
Murray, NJ 07974

Re: Glowpoint, Inc.
 Form 10 -K for Fiscal Year Ended
 December 31, 2011
Filed March 8, 2012
File No. 001 -35376

Dear Mr. Laezza:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accur acy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		GlowpointSECCommentResponseLetter

August 7, 2012

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549

Attention: Larry Spirgel, Assistant Director

RE:

 Glowpoint, Inc.
Form 10-K
Filed March 8, 2012
Schedule 14A

Filed April 12, 2012

File No. 001-35376

Dear Mr. Spirgel,

On behalf of Glowpoint, Inc. (the “Company”, “we”, “us” or “our”), set forth below are responses to the Staff’s comments dated July 30, 2012 relating to the above-captioned Annual Report on Form 10-K (the “Annual Report”) and Schedule 14A (the “Proxy Statement”) of the Company. Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided our response to it immediately thereafter.

General

1.   We note that throughout your filing you rely on marketing language to describe your business. For example, you refer to yourself as the only “pure play” service provider in the video space and a “go-to” service provider. In your future filings, please eliminate the use of marketing language in your periodic filings or, alternatively, define the terms and explain how they are relevant to your business and investors.

Response:

The Company acknowledges the Staff’s comment and, in future filings, we will not rely on marketing language in the description of our business, or, to the extent we do, we will define the terms and explain how they are relevant to our business and investors.

Business, page 1

2.  We note that your services can be private labeled by other service providers. In future filings, please expand your disclosure on this aspect of your business to identify the aggregate number of customer that utilize your services on a private label basis and the percentage of your revenue you derive from your private label and wholesale programs here and in your Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Response:

The Company acknowledges the Staff’s comment and, in future filings, we will expand our disclosure on our services that are private labeled by other service providers to identify the aggregate number of customers that utilize our services on a private

1

label basis and the percentage of our revenue derived from our private label and wholesale programs, both in the description of our business and in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

3.  In your future filings, please describe the structure and function of your Video Network Operation Centers (VNOCs) and Point-of-Presence (PoPs). In addition, please disclose the locations of each VNOC and Point-of-Presence. To the extent disclosure of each location would be burdensome, please provide information on an aggregate basis based on geographic location (e.g. continent by continent).

Response:

The Company acknowledges the Staff’s comment and, in future filings, we will describe the structure and function of our Video Network Operation Centers (VNOCs) and Point-of-Presence (PoPs).  The Company presently has three VNOCs and three PoPs.  In future filings, we will disclose the location of each VNOC and POP, unless such disclosure becomes burdensome, in which case, we will provide such information on an aggregate basis based on geographic location.

4.  We note your disclosure the OpenVideo is designed to connect video users all over the world. In your future filings, please revise your disclosure to clarify whether OpenVideo is compatible with other third-party video communications software, including whether your business-to-business services work across platforms or are limited to other OpenVideo users.

Response:

The Company acknowledges the Staff’s comment and confirms that OpenVideo™ is compatible with third-party video communications software and the Company’s business-to-business services work across platforms.  In future filings, we will disclose the foregoing in the description of our business.

Risk Factors, page 9

If our actual liability for sales and use taxes…,page 10

5.  We note your disclosure that, historically, you were not properly collecting and remitting taxes and regulatory fees. Please tell us when you discovered this oversight and the steps you have taken to address it. Please confirm that you are now properly collecting and remitting taxes and regulatory fees. In addition, please tell us whether your chief executive officer and chief financial officer considered this failure to collect and remit taxes and regulatory fees when they assessed your internal controls over financial reporting. If so, please tell us how it was considered.

Response:

As the Staff is aware from review of the Company’s public disclosure, the Company previously filed a Current Report on Form 8-K on September 25, 2006 and on October 27, 2006 to disclose the discovery of liabilities related to tax and regulatory matters (the “Form 8-Ks”). In addition, the failure to recognize obligations for sales and use taxes and certain regulatory fees and disclose such obligations was identified as a significant deficiency included in Item 9A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Following its discovery, this significant deficiency was cured as described below.

By way of background, since September 2003, the Company has only been providing managed video communications services (“Video Services”). Prior to September 2003, the Company sold videoconferencing equipment and, prior to March 2003, sold audiovisual equipment.  In September 2003, the Company sold and divested its video solutions equipment, service and sales business (“VS Business”), and in March 2003, the Company also sold and divested its audiovisual business (“AV Business”).   The Company historically collected and remitted sales taxes related to the VS Business and AV Business, but did not do so for

2

its Video Services.  Because the Company’s Video Services constitute “information services” (as defined by the Communications Act of 1934, as amended) that are not subject to Universal Service Fund (“USF”) fees, as opposed to “telecommunications services” that are subject to USF fees, the Company believed that the Video Services were also not subject to state sales taxes.

As disclosed in the aforementioned Form 8-Ks, in September 2006, the Company received a Consolidated Statement of Tax Liabilities for New York State relating to its predecessor entity which implied an overdue sales and use tax liability for the period from January 1, 1998 through May 18, 2000.  The receipt of this statement prompted the Company to launch an investigation and reevaluate its sales tax position along with the computation of potential liabilities using the assumption that sales of Video Services were in fact subject to sales and use taxes in certain states.  The Company engaged Grant McCarthy Group, LLC sales tax and regulatory fee advisors to assist in the investigation and to determine any potential sales tax and regulatory fee liability for the periods beginning in the year 2003 through September 30, 2006, when the Company began computing, collecting, and remitting taxes using Tax Partners/Thomson Reuters, a third party commercial tax rating service company as part of its monthly service billing process.

As a result of the aforementioned investigation and evaluation the Company began a process in 2007 of proactively contacting various taxing authorities and entering into voluntary disclosure agreements for potential tax liabilities. This process resulted in a number of settlements with several state tax authorities and the Company currently believes there are no additional liabilities beyond those already identified and satisfied. Since the evaluation and investigation processes for taxation for each month’s billing cycle using a third party commercial tax rating service company have been in place, along with checks and balances and internal controls, the Company believes that we have and continue to properly collect and remit all applicable taxes and regulatory fees.

The Company’s current certifying officers continue to maintain internal controls and checks and balances. Testing of the Company’s controls are performed by both internal and external sources including its annual Sarbanes Oxley testing of internal controls over financial reporting. In addition to annual testing of controls, the Company’s monthly billing process includes tax rating from its current commercial tax rating service provider.  These processes, checks and balances, and controls provide current management with reasonable assurance that the Company is currently collecting and remitting the appropriate taxes and regulatory fees.

We rely on a limited number of customers…,page 13

6.  We note your disclosure that your agreements may be canceled for a material breach or “other reasons outside of our control.” In your future filings, please disclose the other reasons your customer agreements may be canceled.

Response:

The Company acknowledges the Staff’s comment and will expand upon the information within this existing risk factor disclosure in Item 1A of future form 10-K filings to include the following additional disclosure.

…Our agreements with these customers may be cancelled if we materially breach the agreement or for other reasons outside of our control such as insolvency or financial hardship that may result in a customer filing for chapter 11 bankruptcy court protection against unsecured creditors.

We experience material disconnections…, page 13

7.  In your future filings, please expand your disclosure here and in your business section to disclose the material terms of your agreements with your customers, including average duration, termination rights and any disconnection fees payable by customers.

3

Response:

The Company acknowledges the Staff’s comment and will expand upon the information within this existing risk factor disclosure and include in the business section of future form 10-K filings, to include the following additional disclosure.

…This need is made more critical as the company experiences disconnections of services, which may occur if we materially breach the agreement or for other reasons outside of our control such as insolvency or financial hardship that may result in a customer filing for chapter 11 bankruptcy court protection against unsecured creditors.

…The disconnection of services by our significant customers or by several of our smaller customers could have a material adverse effect on our business, financial condition and results of operations. Service contract durations and termination liabilities are defined within the terms and conditions of our services to our customers. The average contract term length for our current customers that are under contract is approximately 22 months and changes as we add, remove, or renew contracts with customers. Termination of services in our existing agreements require a minimum of 30 days notice and are subject to early termination penalties equal to the amount of accrued and unpaid charges including the remaining term length multiplied by any fixed monthly fees. The standard form of service agreement with Glowpoint includes an auto-renewal clause for a minimum of 12 months at end of each term if the customer does not choose to terminate service at that time. Certain customers and partners negotiate master agreements with custom termination liabilities that differ from our standard form of service agreement. Approximately 37% of our current revenues are subject to master agreements with termination rights and liabilities that range from a minimum of 3 to 12 months early termination penalties in the event of early termination prior to contract expiration.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

8.  In future filings, please enhance your MD&A to discuss known trends, demands, commitments, events or uncertainties which have had a material effect on your period-to-period financial condition or results of operations. For example, we note that customer disconnects has a material effect on network services revenue in 2011. However, you do not provide a thorough discussion of how you believe this known trend will affect your revenues or income in future periods. Further, we note that reduced operating expenses have contributed to your increase in net income in 2011. However, you do not discuss specific actions you have taken to reduce expenses or whether this reduction in expenses is expected to continue as a result of structural changes to your operations. Note that disclosure is mandatory where there is a known trend or uncertainty that is reasonably likely to have a material effect on your financial condition or results of operations.

Response:

The Company acknowledges the Staff’s comment and, in future filings, we will discuss in Management’s Discussion and Analysis of Financial Condition known trends, demands, commitments, events or uncertainties which have had or are reasonably likely to have a material effect on the Company’s period-to-period financial condition or results of operations.

Definitive Proxy Statement on Schedule 14A

Executive Compensation and Other Matters, page 9

9.  We note that you only provide compensation disclosure for two named executive officers. Pursuant to Item 402(m)(2), you are required to provide disclosure for your principal executive officer and your two most highly compensated executive officers, other than your PEO, who were serving as executive officers as of the end of the last completed fiscal year, provided, however, that no disclosure need be provided for any executive officer whose total compensation does not exceed $100,000. Please tell us why you provided

4

compensation disclosure for only one named executive officer other than your PEO. We note that, on March 12, 2012, Michael Hubner entered into an Amended and Restated Employment Agreement to serve as your general counsel with an annual salary in excess of $100,000 per year.

Response:

The Company acknowledges the Staff’s comment and the requirements of Item 402(m)(2) of Regulation S-K, and confirms that, as of the last day of the fiscal year ended December 31, 2011, the Company had only two designated executive officers, its PEO, Chief Executive Officer and President, Joseph Laezza, and its Chief Financial Officer, John R. McGovern.  In the beginning of 2012, the Board of Directors of the Company, during its annual assessment of the Company’s management structure and review of the various duties and responsibilities of its employees as they evolve from year to year, determined that the General Counsel and Corporate Secretary of the Company, Michael Hubner, would be deemed an executive officer for purposes of the Company’s public company reporting requirements.  Mr. Hubner’s amended and restated employment agreement reflecting this determination was filed with the Company’s Quarterly Report on Form 10-Q on May 10, 2012.

10.  You state that Messrs. Laezza and Govern are entitled to bonuses based on the achievement of a combination of personal and corporate goals. In future filings, please discuss within this section the quantitative/objective performance targets and threshold levels that the compensation committee set for these bonus payments and the company and named executive officer’s, respective, performance relative to such targets.

Response:

The Company acknowledges the Staff’s comment and, in future filings, we will discuss the quantitative/objective performance targets and threshold levels that the Compensation Committee of the Company’s Board of Directors has set for bonus payments for the Company’s named executive officers, and the Company’s and each named executive officer’s respective performance relative to such targets.

The Company ackno

July 30 , 2012

Via E -mail
Joseph Laezza
Glowpoint, Inc.
430 Mountain Avenue
Suite 301
Murray, NJ 07974

Re: Glowpoint, Inc.
 Form 10 -K
Filed March 8, 2012
Schedule 14A
Filed April 12, 2012
File No. 001 -35376

Dear Mr. Laezza:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We note that throughout your filing you rely on marketing language to describe your
business.  For example, you refer to yourself as the only “pure play” service provider in
the video space and a “go -to” service provider.  In your future filings, p lease eliminate
the use of marketing language in your periodic filings or, alternatively, define the terms
and explain how they are relevant to your business and investors.

Business, page 1

2. We note that your services can be private labeled by other servi ce providers.  In future
filings, please expand your disclosure on this aspect of your business to identify the
aggregate number of customer that utilize your services on a private label basis and the

Joseph Laezza
Glowpoint, Inc.
July 30, 2012
Page 2

 percentage of your revenue you derive from your private  label and wholesale programs
here and in your Management’s Discussion and Analysis of Financial Condition and
Results of Operations.

3. In your future filings, please describe the structure and function of your Video Network
Operation Centers (VNOCs) and Po int-of-Presence (PoPs).  In addition, please disclose
the locations of each VNOC and Point -of-Presence.  To the extent disclosure of each
location would be burdensome, please provide information on an aggregate basis based
on geographic location (e.g. cont inent by continent).

4. We note your disclosure the OpenVideo is designed to connect video users all over the
world.  In your future filings, please revise your disclosure to clarify whether OpenVideo
is compatible with other third -party video communications  software, including whether
your business -to-business services work across platforms or are limited to other
OpenVideo users.

Risk Factors, page 9

If our actual liability for sales and use taxes…, page 10

5. We note your disclosure that, historically, you were not properly collecting and remitting
taxes and regulatory fees.  Please tell us when you discovered this oversight and the steps
you have taken to address it.  Please confirm that you are now properly c ollecting and
remitting taxes and regulatory fees.  In addition, please tells us whether your chief
executive officer and chief financial officer considered this failure to collect and remit
taxes and regulatory fees when they assessed your internal contro ls over financial
reporting.  If so, please tell us how it was considered .

We rely on a limited number of customers…, page 13

6. We note your disclosure that your agreements may be canceled for a material breach or
“other reasons outside of our control.”  I n your future filings, please disclose the other
reasons your customer agreements may be canceled.

We experience material disconnections…, page 13

7. In your future filings, please expand your disclosure here and in your business section to
disclose the mat erial terms of your agreements with your customers, including average
duration, termination rights and any disconnection fees payable by customers.

Joseph Laezza
Glowpoint, Inc.
July 30, 2012
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
18

8. In future f ilings, please enhance your MD&A to discuss known trends, demands,
commitments, events or uncertainties which have had a material effect on your period -to-
period financial condition or results of operations.  For example, we note that customer
disconnects has a material effect on network services revenue in 2011.  However, you do
not provide a thorough discussion of how you believe this known trend will affect your
revenues or income in future periods.  Further, we note that reduced operating expenses
have contributed to your increase in net income in 2011.  However, you do not discuss
specific actions you have taken to reduce expenses or whether this reduction in expenses
is expected to continue as a result of structural changes to your operations.  Note th at
disclosure is mandatory where there is a known trend or uncertainty that is reasonably
likely to have a material effect on your financial condition or results of operations.

Definitive Proxy Statement on Schedule 14A

Executive Compensation and Other Matters, page 9

9. We note that you only provide compensation disclosure for two named executive
officers.  Pursuant to Item 402(m)(2), you are required to provide disclosure for your
principal executive officer and your two most highly compensated executive  officers,
other than your PEO, who were serving as executive officers as of the end of the last
completed fiscal year, provided, however, that no disclosure need be provided for any
executive officer whose total compensation does not exceed $100,000.  Ple ase tell us why
you provided compensation disclosure for only one named executive officer other than
your PEO.  We note that, on March 12, 2012, Michael Hubner entered into an Amended
and Restated Employment Agreement to serve as your general counsel with an annual
salary in excess of $100,000 per year.

10. You state that Messrs. Laezza  and Govern are entitled to bonuses based on the
achievement of a combination of personal and corporate goals.  In future filings, please
discuss within this section the quantitative/objective performance targets and threshold
levels that the compensation committee set for these bonus payments and the company
and named executive officer’s, respective, performance relative to such targets.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the  accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Joseph Laezza
Glowpoint, Inc.
July 30, 2012
Page 4

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commiss ion or any person under the federal securities laws of the United States.

You may contact Michael Henderson, Staff Accountant, at (202) 551 -3364, or Terry
French, Accountant Branch Chief, at (202) 551 -3828, if you have questions regarding comments
on the financial statements and related matters.  Please contact Brandon Hill, Attorney Adviser,
at (202) 551 -3268 , Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202)
551-3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

      Unassociated Document

      January
        18, 2008

    VIA
      FAX & EDGAR

    Ms.
      Michele M. Anderson, Branch Chief

    Mr.
      John
      J. Harrington, Attorney-Adviser

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Glowpoint,
                Inc. -- Registration Statement on Form S-1/A

              File
                No. 333-146838

    Dear
      Ms.
      Anderson and Mr. Harrington:

    Pursuant
      to Rule 461(a) of the rules and regulations promulgated under the Securities
      Act
      of 1933, as amended (the "Act"),
      Glowpoint, Inc., a Delaware corporation (the "Company"),
      hereby requests that the Registration Statement on Form S-1 filed on October
      22,
      2007, as amended by Amendment No. 1 filed on December 18, 2007 and Amendment
      No.
      2 filed on January 11, 2008, be declared effective on
Tuesday,
      January 22, 2008,
      at
9:00
      a.m.
      Washington, D.C. time, or as soon thereafter as practicable. The Company
      acknowledges that:

              ·

              should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

              ·

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

              ·

              the
                Company may not assert staff comments and the declaration of effectiveness
                as a defense in any proceeding initiated by the Commission or any
                person
                under the federal securities laws of the United
                States.

    The
      Company respectfully requests confirmation of effectiveness and requests that
      the same be communicated to me (telephone: 312-235-3888; fax: 973-556-1272)
      or
      our legal counsel, Cheryl A. Gorman, Esq. (telephone: 973-596-4865; fax:
      973-639-8305). Your consideration in this matter is greatly
      appreciated.

    Sincerely,

    Glowpoint,
      Inc.

    By:
      /s/
      David W. Robinson

    David
      W.
      Robinson, Esq.

    General
      Counsel and Corporate Secretary

    DWR:
      MS

    cc:
      Cheryl Gorman, Esq.

CORRESP
1
filename1.htm

      Unassociated Document

              CHERYL
                A. GORMAN

              Director

              Gibbons
                P.C.

              One
                Pennsylvania Plaza, 37th Floor

              New
                York, New York 10119-3701

              Direct:
                (212)
                613-2184
                Fax: (973)
                639-8305

              cgorman@gibbonslaw.com

    January
      11, 2008

    VIA
      EDGAR

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      3720

    Washington,
      D.C. 20549

              Re:

              Glowpoint, Inc.

                Amendment
                  No 1 to Registration Statement on Form S-1

                Filed
                  December 18, 2007

                File
                  No. 333-146838

    Dear
      Ms.
      Anderson and Mr. Harrington:

    Glowpoint,
      Inc., a Delaware corporation (the “Company”), has filed electronically a
      pre-effective Amendment No. 2 (“Amendment 2”) to the above-referenced
      registration statement (the “Registration Statement”). This letter sets forth
      the Company’s responses to the comments of the staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) set forth in its comment
      letter dated January 4, 2008 (the “Comment Letter”) with respect to the
      Registration Statement.

    We
      have
      reproduced below in bold font each of the Staff’s comments set forth in the
      Comment Letter. Immediately following each such comment is the Company’s
      response in regular font. The Company’s responses in this letter correspond to
      the numbers placed adjacent to the Staff’s comments in the Comment Letter. Page
      numbers set forth in the Company’s responses refer to page numbers of Amendment
      2.

    Prospectus
      Summary, page 1

    The
      Offering, page 2

    1. In
      your description of the registration rights agreement on page two, describe
      how
      the fact that the registration statement does not include shares underlying
      the
      convertible notes affects your obligation to pay liquidated
      damages.

              Newark
                New York    Trenton
                 Philadelphia    Wilmington

              gibbonslaw.com

      Michele
        Anderson, Esq.

      John
        Harrington, Esq.

      January
        11, 2008

      Page
        2

    Response

    Amendment
      2, page 2, includes this disclosure in the penultimate paragraph under “The
      Offering.”

    2. We
      note your revised disclosure on page three in response to our prior comment
      two.
      Please further revise to specifically state the shares being registered
      represent __% of your shares currently held by persons other than the selling
      shareholders, affiliates of the company or affiliates of the selling
      shareholders.

    Response

    Amendment
      2, page 3, includes this disclosure in the last paragraph under “The
      Offering.”

    Compensation
      Discussion and Analysis, page 52

    Executive
      Compensation, page 55

    3. Please
      revise to provide updated Item 402 disclosure covering the fiscal year ended
      December 31, 2007.

    Response

    Amendment
      2 includes this disclosure, with respect to Directors, beginning on page 50
      under the heading “Director Compensation,” and with respect to executive
      officers, beginning on page 52 under the heading “Compensation Discussion and
      Analysis” and continuing on page 54 with “Executive Compensation.”

    Security
      Ownership of Certain Beneficial Owners and Management, page
      59

    4. With
      respect to the beneficial owners subject to ownership limitations, please revise
      the footnotes to clearly state: (a) the number of shares currently beneficially
      owned; (b) the number of shares that such shareholder has the right to acquire
      within 60 days, taking into account the ownership limitations; and (c) the
      total
      number of shares that such shareholder would have the right to acquire within
      60
      days, but for the ownership limitations.

    Response

    Amendment
      2 includes this disclosure beginning on page 60 under the heading “Security
      Ownership of Certain Beneficial Owners and Management.”

      Michele
        Anderson, Esq.

      John
        Harrington, Esq.

      January
        11, 2008

      Page
        3

    Shares
      Eligible for Future Sale, page 66

    5. Please
      include in this section quantitative disclosure of the amount of shares
      underlying the convertible notes and any other outstanding securities that
      may
      be sold in the future pursuant to Rule 144 or registration rights that will
      continue to be effective following this offering.

    Response

    Amendment
      2 includes this disclosure on page 67 under “Future Sale of
      Shares.”

    Selling
      Stockholders, page 67

    Potential
      Profits from Conversion/Exercise of the September Notes and Warrants, page
      71

    6. Please
      revise to also reflect, either in the table or in appropriate accompanying
      footnote or narrative disclosure, the issuance of an additional 4,722,822
      warrants in the September 2007 financing as consideration for amending the
      terms
      of the 2006 financing.

    Response

    Amendment
      2 includes this disclosure on page 73 under the heading “Potential Profits from
      Conversion/Exercise of the Senior Secured Notes issued in 2006 and 2006 and
      issued in connection with Amending the Terms Thereof.”

    Company’s
      Intention to Satisfy its Repayment Obligations, page
      77

    7. We
      note your revised disclosure regarding your intention to make the required
      payments on the Senior Secured Notes. Include a statement that you have paid
      all
      interest to date on these notes by issuing additional notes, as you state on
      page 35.

    Response

    Amendment
      2 includes this disclosure on page 77, see “Company’s Intention to Satisfy its
      Repayment Obligation”.

      Michele
        Anderson, Esq.

      John
        Harrington, Esq.

      January
        11, 2008

      Page
        4

    *
      *
      *

    Should
      you have any questions or would like any additional information, please feel
      free to call David W. Robinson, the Company’s General Counsel, at 312-235-3888
      x2087 or me at 212-613-2184.

    Sincerely,

    /s/
      Cheryl A. Gorman

    Cheryl
      A.
      Gorman

    CAG:jb

    cc:
      David
      W. Robinson, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
         January 7, 2008
Via U.S. Mail and Fax (973) 639-8305

David W. Robinson, Esq.
General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue  Hillside, NJ 07205
 RE: Glowpoint, Inc.
Form 10-K for the fiscal year ended December 31, 2006 Filed June 6, 2007  File No. 000-25940

Dear Mr. Robinson:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.  However, the legal review of the Form S-1 is continuing.
Sincerely,    Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
 January 4, 2008
  David W. Robinson, Esq. General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue Hillside, NJ 07205
Re: Glowpoint, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 18, 2007
  File No. 333-146838

Dear Mr. Robinson:

We have limited our review of the above filing to the matters set forth in the
comments below.  Where indicated, we th ink you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

The Offering, page 2

1. In your description of the registration rights agreement on page two, describe how
the fact that the regist ration statement does not include shares underlying the
convertible notes affects your oblig ation to pay liquidated damages.

David W. Robinson, Esq.
Glowpoint, Inc.
January 4, 2008 Page 2
2. We note your revised disclosure on page three in response to  our prior comment
two.  Please further revise to specifica lly state the shares being registered
represent __% of your shares currently held by persons other than the selling
shareholders, affiliates of the company or affiliates of the selling shareholders.
 Compensation Discussion and Analysis, page 52

Executive Compensation, page 55
 3. Please revise to provide updated Item 402 disclosure covering the fiscal year
ended December 31, 2007.
 Security Ownership of Certain Beneficial Owners and Management, page 59

 4. With respect to the beneficial owners  subject to ownership limitations, please
revise the footnotes to clearly state:   (a) the number of shares currently
beneficially owned; (b) the number of shares  that such sharehol der has the right to
acquire within 60 days, taking into acc ount the ownership limitations; and (c) the
total number of shares that such share holder would have the right to acquire
within 60 days, but for the ownership limitations.

Shares Eligible for Future Sale, page 66

5. Please include in this section quantitativ e disclosure of the amount of shares
underlying the convertible notes and any other outstanding secu rities that may be
sold in the future pursuant to Rule 144 or  registration rights that will continue to
be effective following this offering.
 Selling Stockholders, page 67

Potential Profits from Conversion/Exercise of the September Notes and Warrants, page
71

6. Please revise to also reflect, either in the table or in appropriate accompanying
footnote or narrative disclosure, the issuance of an additional 4,722,822 warrants
in the September 2007 financing as consid eration for amending the terms of the
2006 financing.

Company’s Intention to Satisfy its  Repayment Obligations, page 77

7. We note your revised disclosure regardi ng your intention to make the required
payments on the Senior Secured Notes.  In clude a statement that you have paid all
interest to date on these notes by issui ng additional notes, as you state on page 35.

* * * *

David W. Robinson, Esq.
Glowpoint, Inc.
January 4, 2008
Page 3

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
 You may contact John Harrington, Attorney-Adviser, at 202-551-3576, or me, at
202-551-3810, with any questions.
          S i n c e r e l y ,         /s/ Michele Anderson      L e g a l  B r a n c h  C h i e f
      cc: Cheryl A. Gorman, Esq.  Gibbons P.C.  Via facsimile: (973) 639-8305

CORRESP
1
filename1.htm

              CHERYL
                A. GORMAN

              Director

              Gibbons
                P.C.

              One
                Gateway Center

              Newark,
                New Jersey 07102-5310

              Direct:
                (973) 596-4865 Fax: (973)
                639-8305

              cgorman@gibbonslaw.com

    December
      17, 2007

              Michele
                Anderson, Esq., Legal Branch Chief

              John
                Harrington, Esq., Attorney-Adviser

              Securities
                and Exchange Commission

              Division
                of Corporation Finance

              Mail
                Stop 3720

              Washington,
                D.C. 20549

              Re:

                Glowpoint,
                  Inc.

                  Registration
                    Statement on Form S-1

                  Filed
                    October 22, 2007

                  File
                    No. 333-146838

                  Annual
                    Report on Form 10-K for the year ended December 31,
                    2006

                  Filed
                    June 6, 2007

                  File
                    No. 000-25940 Form 10-Q for Period ended September 30,
                    2007

                  Filed
                    November 14, 2007

                  File
                    No. 000-25940

      Dear
        Ms.
        Anderson and Mr. Harrington:

    Glowpoint,
      Inc., a Delaware corporation (the “Company”), will file electronically a
      pre-effective Amendment No. 1 (“Amendment 1”) to the above-referenced
      registration statement (the “Registration Statement”). We have provided you a
      copy of Amendment 1 with this letter in advance of such filing, including a
      copy
      marked to show changes from the original Registration Statement. This letter
      sets forth the Company’s responses to the comments of the staff (the “Staff”) of
      the Securities and Exchange Commission (the “Commission”) set forth in its
      comment letter dated November 21, 2007 (the “Comment Letter”) with respect to,
      among other things, the Registration Statement.

    We
      have
      reproduced below in bold font each of the Staff’s comments set forth in the
      Comment Letter. Immediately following each such comment is the Company’s
      response in regular font. The Company’s responses in this letter correspond to
      the numbers placed adjacent to the Staff’s comments in the Comment Letter. Page
      numbers set forth in the Company’s responses refer to page numbers of Amendment
      1.

    Registration
      Statement on Form S-l

    General

              1.

              We
                note that you are registering the sale of 42,111,582 shares. Given
                the
                size relative to the number of shares outstanding held by non affiliates,
                the nature of the offering and the selling security holders, the
                transaction appears to be a primary offering. Because you are not
                eligible
                to conduct a primary offering on Form S-3 you are not eligible to
                conduct
                a primary at-the-market offering under Rule 415(a)(4). Therefore,
                the
                offering price of the common stock must be fixed for the duration
                of the
                offering and the selling shareholders must be identified as underwriters
                in the filing.

      Michele
        Anderson, Esq., Legal Branch Chief

      John
        Harrington, Esq., Attorney-Adviser

          December
            17, 2007

        Page
          2

    If
      you disagree with our analysis, please advise the staff of the company’s basis
      for determining that the transaction is appropriately characterized as a
      transaction that is eligible to be made under Rule 415(a)(1)(i). In your
      analysis, please address the following among any other relevant
      factors:

              ·

              The
                number of selling shareholders and the percentage of the overall
                offering
                made by each shareholder;

              ·

              The
                date on which and the manner in which each selling shareholder received
                the shares and/or the overlying
                Securities;

              ·

              The
                relationship of each selling shareholder with the company, including
                an
                analysis of whether the selling shareholder is an affiliate of the
                company;

              ·

              Any
                relationships among the selling
                shareholders;

              ·

              The
                dollar value of the shares registered in relation to the proceeds
                that the
                company received from the selling shareholders for the securities,
                excluding amounts of proceeds that were returned (or will be returned)
                to
                the selling shareholders and/or their affiliates in fees or other
                payments;

              ·

              The
                discount at which the shareholders will purchase the common stock
                underlying the convertible notes (or any related security, such as
                a
                warrant or option) upon conversion or exercise;
                and

              ·

              Whether
                or not any of the selling shareholders is in the business of buying
                and
                selling securities.

    RESPONSE

    On
      behalf
      of the Company, we respectfully submit that, for the reasons set forth below,
      the resale of shares of the Company’s common stock by the selling stockholders
      identified in the Registration Statement is an offering being made “by or on
      behalf of a person or persons other than the registrant” and that therefore the
      offering is eligible to be made as a secondary offering under Rule 415(a)(1)(i)
      of the Securities Act of 1933, as amended (the “Securities Act”).

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      3

    The
      Company filed the Registration Statement solely on behalf of selling
      stockholders. None of the selling stockholders is acting on behalf of the
      Company, nor are they acting as a conduit for the Company. As explained in
      more
      detail below, we ask the Staff to consider the following:

              ·

              the
                Registration Statement relates to securities issued in two distinct
                private placements, which were negotiated on an arm’s-length basis with
                non−affiliated investors;

              ·

              the
                proportion of shares of common stock being registered as compared
                to the
                Company’s outstanding common stock does not evidence a primary offering
                and the selling stockholders should not be viewed as or deemed to
                be a
                group or acting as a unified block;

              ·

              no
                selling stockholder is in the business of underwriting securities;
                and

              ·

              absent
                an effective registration statement, the selling stockholders have
                to bear
                the risk of owning the securities for an indefinite period of
                time.

    As
      set
      out in detail below, the Company believes it would be difficult to conclude
      that
      the selling shareholders are acting as a conduit for the Company or that this
      is
      a primary offering styled as a secondary. Nonetheless, in light of the recent
      amendments to Rule 144 of the Securities Act permitting non-affiliates of an
      issuer to resell an unlimited number of restricted securities after a six month
      holding period if current information is available, the Company has adjusted
      the
      number of shares it is seeking to register to 15,924,902 shares. This number
      represents an aggregate of

              ·

              14,740,822
                issuable upon exercise of the Series A Warrants, the Series A-2 Warrants
                and the Advisory Warrants.

              ·

              1,184,080
                shares issuable upon exercise of the Placement Agent
                Warrants.

    The
      Registration Statement, as amended, Relates to Securities Issued in Two Distinct
      Private Placements Principally With Non−Affiliated
      Investors

    On
      October 22, 2007, the Company filed the Registration Statement to register
      for
      resale 42,111,582 shares of its common stock. These shares are issuable upon
      conversion or exercise of senior secured notes and warrants issued by the
      Company in or related to two distinct private placements with a total of 21
      accredited investors: one completed in two tranches on March 31, 2006 and April
      12, 2006 (the “2006 Private Placement”), and the other completed on September
      21, 2007 (the “2007 Private Placement”). Under Amendment 1, the Company seeks to
      register for resale 15,924,902 shares of its common stock. These shares are
      issuable upon conversion or exercise of warrants issued by the Company to
      accredited investors in connection with: (i) the 2006 Private Placement, (ii)
      amending the terms of the 2006 Private Placement, and (iii) the 2007 Private
      Placement.

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      4

    2006
      Private Placement

    In
      the
      2006 Private Placement, the Company sold $6,180,000 of senior secured notes,
      convertible into common stock at a conversion price of $0.50 per share, and
      issued warrants to purchase, in the aggregate 6,180,000 shares of common stock
      at an exercise price of $.65 per share to the following 10 purchasers: CCM
      Master Qualified Fund Ltd. (“CCM”), North Sound Legacy Institutional Fund LLC
      (“North Sound Institutional”), North Sound Legacy International Ltd (“North
      Sound Legacy”, and together with North Sound Institutional, “North Sound”),
      Vicis Capital Master Fund (“Vicis”), Smithfield Fiduciary LLC (“Smithfield”),
      Michael Abrams, Jason Adelman, Hilary Bergman, Michael Liss, and Brad Reifler.
      Only the shares issuable upon exercise of the warrants are included in the
      registration statement.

    In
      connection with the 2006 Private Placement, the placement agent, Burnham Hill
      Partners (“Burnham Hill”) and certain of its employees and affiliates, including
      Matthew Balk, Dan Schneiderman and Eric Singer (collectively with Messrs.
      Abrams, Adelman, Bergman, Liss and Reifler, the “Advisors”), received warrants
      to purchase, in the aggregate approximately 600,000 shares of common stock
      at an
      exercise price of $.55 per share. The shares issuable upon exercise of these
      warrants are included in the registration statement.

    North
      Sound Institutional and North Sound International are affiliates of each other.
      The Advisors are affiliated with Burnham Hill,
      a
      division of Pali Capital, a broker-dealer,
      and
      accordingly, each other. None of the other 2006 Private Placement purchasers
      are
      affiliates of any of the other purchasers.

    In
      connection with amending the 2006 Private Placement in September 2007 to, among
      other things, extend the maturity date from September 30, 2007 to March 31,
      2009, the investors in the 2006 Private Placement were issued warrants to
      acquire a total of 4,772,822 shares of common stock (which represents 33% of
      the
      shares of common stock issuable upon conversion of the then outstanding senior
      secured notes) at an exercise price of $.65 per share. The shares issuable
      upon
      exercise of these warrants are included in the registration statement.

    2007
      Private Placement

    In
      the
      2007 Private Placement, the Company sold $3,538,000 of senior secured notes,
      convertible into common stock at a conversion price of $0.50 per share, and
      issued warrants to purchase, in the aggregate, 3,538,000 shares of common stock
      at an exercise price of $.65 per share to 11 separate purchasers, including:
      Vicis, CCM, DERS Associates L.P. (“Ders”), Jack Gilbert (“Gilbert”), David
      Wilstein and Susan Wilstein as Trustees of the Century Trust (“Wilstein”), and
      Michael Brandofino, David W. Robinson, Edwin F. Heinen, Bamdad Bastani, Aziz
      Ahmad and Joseph Laezza (collectively, the “Directors and Officers”). Only the
      shares issuable upon exercise of these warrants are included in the registration
      statement.

    Michele
      Anderson, Esq., Legal Branch Chief

    John
      Harrington, Esq., Attorney-Adviser

    December
      17, 2007

    Page
      5

    The
      Directors and Officers are officers and directors of the Company, and
      accordingly are affiliates of each other, but none of the other 2007 Private
      Placement purchasers are affiliates of any of the other purchasers.

    In
      connection with the 2007 Private Placement, the Advisors received warrants
      to
      purchase (i) 568,000 shares of common stock at an exercise price of $0.55 per
      share and (ii) 250,000 shares of common stock at an exercise price of $0.65
      per
      share. The shares issuable upon exercise of these warrants are included in
      the
      registration statement.

    An
      ancillary transaction to the 2007 Private Placement involved the Company issuing
      an aggregate of approximately 474.8126 shares of a new Series C Preferred Stock
      in exchange for cancelling all of its issued and outstanding Series B Preferred
      Stock, cancelling approximately $1,098,000 of accrued but unpaid dividends
      due
      on the Series B Preferred Stock, and surrendering 1,525,000 shares of common
      stock held by North Sound. The shares issuable on conversion of the Series
      C
      Preferred Stock are not included in the registration statement.

    The
      number of shares sought to be registered (and percentage of ownership of the
      shares sought to be registered) on behalf of each selling stockholder, as
      amended by Amendment 1 is:

                Selling
                  Stockholder

                Shares
                  Sought to be

                Registered

                %
                  of Shares Sought

                to
                  be Registered

                Aziz
                  Ahmad

                50,000

                0.31

                %

                Bamdad
                  Bastani

                75,000

                0.47

                %

                Brad
                  Reifler

                88,540

                0.56

                %

                CCM
                  Master Qualified Fund Ltd

                3,658,769

                22.98

                %

                Dan
                  Schneiderman

                25,000

                0.16

                %

                David
                  W. Robinson

                112,000

                0.70

                %

                David
                  Wilstein and Susan Wilstein, as Trustees of the Century

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720
 November 21, 2007
  David W. Robinson, Esq. General Counsel and Corporate Secretary Glowpoint, Inc. 225 Long Avenue Hillside, NJ 07205
Re: Glowpoint, Inc.
Registration Statement on Form S-1 Filed October 22, 2007
  File No. 333-146838   Annual Report on Form 10-K for the year ended December 31, 2006   Filed June 6, 2007   File No. 000-25940   Form 10-Q for period ended September 30, 2007   Filed November 14, 2007   File No. 000-25940

Dear Mr. Robinson:

We have reviewed the above filings and have the following comments.  We have
limited our review of your Form S-1 to cons ideration of your disc losure concerning the
convertible note, warrant and preferred shar e transactions and related matters and we
have limited our review of your Forms 10-K an d 10-Q to the comments set forth below.
Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 2
Registration Statement on Form S-1

General
 1. We note that you are registering the sale of 42,111,582 shares.  Given the size
relative to the number of shares outstanding held by non-affiliates, the nature of
the offering and the selling security hol ders, the transacti on appears to be a
primary offering.  Because you are not eligible to conduct a  primary offering on Form S-3 you are not eligible to conduc t a primary at-the-market offering under
Rule 415(a)(4).  Therefore, the offering price of the common stock must be fixed
for the duration of the offering and the sel ling shareholders must be identified as
underwriters in the filing.       If you disagree with our analysis, please advise the staff of the company’s basis
for determining that the transaction is a ppropriately characterized as a transaction
that is eligible to be made under Rule  415(a)(1)(i).  In your analysis, please
address the following among any other relevant factors:
• The number of selling shareholders  and the percentage of the
overall offering made by each shareholder;

• The date on which and the manner in which each selling shareholder received the shares and/or the overlying securities;

• The relationship of each selling shareholder with the company,
including an analysis of whether the selling shareholder is an affiliate of the company;

• Any relationships among the selling shareholders;

• The dollar value of the shares registered in relation to the proceeds that the company received from the selling shareholders for the
securities, excluding amounts of proceeds that were returned (or will be returned) to the selling shar eholders and/or their affiliates
in fees or other payments;

• The discount at which the shareholders will purchase the common stock underlying the convertible no tes (or any rela ted security,
such as a warrant or option) upon conversion or exercise; and

• Whether or not any of the selling shareholders is in the business of buying and selling securities.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 3
Prospectus Summary, page 1

The Offering, page 3
 2. Disclose that the number of shares being registered represents  __% of your shares
currently outstanding and __% of your shares held by persons other than the
selling shareholders, affiliates of the company or affiliates of the selling shareholders as of a recent date.
 3. Disclose the conversion price of the Series C preferred stock.

Management’s Discussion and Analysis, page 32

March and April 2006 Financing, page 34
Non-Exercisability of Series B Warrants, page 35
September 2007 Financing, page 36
 4. Please disclose all material terms of the notes, warrants and preferred shares
overlying the shares being registered for resale.  For example, describe the following:

• the anti-dilution and other terms of  the notes, warrants and preferred
shares that could result in an adjustment to the conversion/exercise price (including any provisions whereby the conversion/exercise price may be
adjusted based on the market price of the company’s stock);

• the minimum Adjusted EBITDA requirement;
 • the company’s option to pay interest in cash or additional convertible
notes;

• optional and mandatory redemption/prepayment and conversion
provisions; and

• the beneficial ownership limitations.

These are just examples.  Please expand your disclosure accordingly.

5. Please disclose whether registration right s exist with respect to the shares
underlying the 6,180,000 Series B warrants issued in the March/April 2006 financing or the 3,625,000 warrants which were amended in that financing.  If so, describe the terms of such registration rights .

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 4
6. Please disclose the term of the Series B warrants and indicate whether any holders
have objected to your non-exercisability determination.

7. Please disclose the total do llar value of the securities underlying the convertible
notes, warrants and preferred shares that you have registered for resale (using the
number of underlying securitie s that you have registered for resale and the current
market price per share for those securities).
 8. Please provide tabular disclosure of th e dollar amount of each payment (including
the value of any payments to be made in  common stock) in connection with the
transaction that you have made or may be required to make to any selling
shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the transaction
(including any interest payments, origin al issue discount, liquidated damages,
payments made to “finders” or “placeme nt agents,” and any other payments or
potential payments).  Please provide footnot e disclosure of the terms of each such
payment.  Please do not include any repa yment of principal on the convertible
notes in this disclosure.

Further, please disclose the net proceeds  to the issuer from the sale of the
convertible notes and the total possible pa yments to all selling shareholders and
any of their affiliates in the first year following the sale of convertible notes.

9. Please provide tabular disclosure of:

• the gross proceeds paid or payable to  the issuer in the convertible note
transactions;

• all payments that have been made or that may be required to be made by
the issuer that are disclosed in  response to comment eight;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to  be realized as a result of any
conversion discounts regarding the secu rities underlying the convertible
notes, warrants, preferred shares and any other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comments ten and eleven.

Further, please disclose – as a percenta ge – of the total am ount of all possible
payments (as disclosed in response to  comment eight and the total possible
discount to the market price of the sh ares underlying the convertible note (as
disclosed in response to comment ten divi ded by the net proceeds to the issuer
from the sale of the convertible notes, as well as the amount of that resulting
percentage averaged over the te rm of the convertible notes.

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 5

Selling Stockholders, page 67
 10. Please provide tabular disclosure of:

• the total possible profit the selling shar eholders could rea lize as a result of
the conversion/exercise price discou nt for the securities underlying the
convertible notes and warrants overlyi ng the shares being registered for
resale, presented in a table with the following information disclosed
separately:

• the market price per share of the securities underlying the convertible
notes and warrants based upon the current market price of  the issuer’s
stock;

• the conversion/exercise price per sh are of the underlying securities on
the dates of the sales of the convertible notes and warrants;

• the total possible shares underlying the convertible notes and warrants (assuming no interest payments and complete conversion/exercise throughout the terms of the notes/warrants);

• the combined market price of the total number of shares underlying the
convertible notes and warrants, calculated by using  the current market
price per share and the total possibl e shares underlying the convertible
notes and warrants;

• the total possible shares the selling shareholders may receive and the
combined conversion/exercise price of the total number of shares underlying the convertible notes a nd warrants calculated by using the
conversion/exercise price of the convertible notes and warrants and the total possible number of shares the selling shareholders may receive;
and

• the total possible discount to the current market price, calculated by subtracting the total conv ersion/exercise price of the convertible notes
and warrants from the combined mark et price of the total number of
shares underlying the convertible notes and warrants.

11. Please provide tabular disclosure of:

• the total possible profit to be rea lized as a result of any conversion
discounts for securities underlying an y other notes, warrants, preferred
shares or other securities of the i ssuer that are held by the selling

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 6
shareholders or any affiliates of th e selling shareholders, presented in a
table with the following information disclosed separately:

• market price per share of the underl ying securities on the date of the
sale of that other security;

• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and

- if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market
price of the underlying securit y, use the conversion/exercise
discount rate and the market rate per share on the date of the sale
of that other security and determ ine the conversion price per share
as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);

• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;

• the total possible shares  to be received and the combined conversion
price of the total number of shares  underlying that other security
calculated by using the conversion pri ce on the date of th e sale of that
other security and the total possibl e number of underlying shares; and

• the total possible discount to the market price as of the date of the sale
of that other security, calculated by subtrac ting the total
conversion/exercise price on the date of  the sale of that other security
from the combined market price of the total number of underlying
shares on that date.

12. Please provide tabular disclosure of all prior securities transactions between the
issuer (or any of its predecessors) and the selling shareholders, any affiliates of
the selling shareholders, or any person with whom any selling shareholder has a
contractual relationship regarding the tr ansaction (or any pr edecessors of those
persons), with the table including the fo llowing information disclosed separately
for each transaction:

• the date of the transaction;

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 7

• the number of shares of the class of securities subject to the transaction
that were outstanding pr ior to the transaction;

• the number of shares of the class of securities subject to the transaction
that were outstanding prior to the transaction and held by persons other
than the selling shareholders, affiliate s of the company, or affiliates of the
selling shareholders;

• the number of shares of the class of securities subject to the transaction
that were issued or issuable in connection with the transaction;

• the percentage of total is sued and outstanding securities that were issued
or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of sh ares issued and outstanding prior to
the applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;

• the market price per share of the cl ass of securities subject to the
transaction immediately prior to the tran saction (reverse sp lit adjusted, if
necessary); and

• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
 13. Please provide tabular disclosure comparing:

• the number of shares outstanding pr ior to the convertible note and
preferred stock  transactions that are held  by persons other than the
selling shareholders, affiliates of  the company, and affiliates of the
selling shareholders;

• the number of shares registered for resale by the selling shareholders
or affiliates of the selling shareholders in prior registration statements;

• the number of shares registered for resale by the selling shareholders
or affiliates of the selling shareholders that continue to be held by the
selling shareholders or affiliates of the selling shareholders;

• the number of shares that have b een sold in registered resale
transactions by the selling shareholders or affiliates of the selling
shareholders; and

David W. Robinson, Esq.
Glowpoint, Inc.
November 21, 2007 Page 8
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current
transaction.
 In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outst anding convertible securities, options,
or warrants.

14. Please disclose the following information:

• whether the issuer has th e intention, and a reason able basis to believe
that it will have the financial ability, to make all payments on the
overlying securities; and

• whether – based on information obtained from the selling shareholders – any of the selling shareholders have  an existing short position in the
company’s common stock and, if any of the selling shareholders have an existing short position in the comp any’s stock, the following additional
information:

- the date on which each such selling sh areholder entered into that short
position; and

- the relationship of the date on which each such selling shareholder entered into that short position to the dates of the announcements of the convertible note transactions and the filing of the registrati