Glowpoint : Other preliminary information statements

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

GLOWPOINT, INC.

Form: PRE 14C

Date Filed: 2019-03-08

Corporate Issuer CIK: 746210

© Copyright 2019, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE l4C

(Rule 14c-101)

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. __)

Check the appropriate box:

ý Preliminary Information Statement ❑ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ❑ Definitive Information Statement

GLOWPOINT, INC.

(Name of Registrant As Specified In Its Charter)

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Denver, Colorado 80202

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

Dear Fellow Stockholders:

This notice and the accompanying Information Statement are being distributed to the holders of record of the common stock, par value $0.0001 per share (the "Common Stock"), and convertible preferred stock, par value $0.0001 per share (the "Preferred Stock"), of Glowpoint, Inc., a Delaware corporation (the "Company"), as of the close of business on March 8, 2019 (the "Record Date"), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the notice requirements of the Delaware General Corporation Law (the " DGCL"). The purpose of this notice and the accompanying Information Statement is to notify the Company's stockholders of actions approved by our Board of Directors (the "Board") and taken by written consent in lieu of a meeting by the holders of shares of our capital stock representing a majority of the total number of votes of our capital stock as of the Record Date (the "Written Consent").

The Written Consent authorized the Board to amend the Company's Amended and Restated Certificate of Incorporation (as amended to date, the "Certificate of Incorporation") to implement a reverse stock split of the Company's issued and outstanding shares of Common Stock at a ratio of one-for-ten (1-for-10) (the "Reverse Stock Split") as soon as practicable following the mailing of an Information Statement pursuant to Rule 14c-2 of the Exchange Act.

The Written Consent is the only stockholder approval required to effect the Reverse Stock Split under the DGCL, our Certificate of Incorporation and our Amended and Restated Bylaws (as amended to date, the "Bylaws"). No consent or proxies are being requested from our stockholders, and our Board is not soliciting your consent or proxy in connection with the Reverse Stock Split. The Reverse Stock Split, as approved by the Board and by our stockholders pursuant to the Written Consent, will only become effective if and when the Board determines to effect it, but, in any event, not sooner than 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the stockholders.

The accompanying Information Statement is first being mailed to the stockholders on or about

, 2019.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

BY ORDER OF THE BOARD OF DIRECTORS

Peter J. Holst

President & Chief Executive Officer

Denver, Colorado , 2019

Denver, Colorado 80202

_______________________________________

INFORMATION STATEMENT

_______________________________________

GENERAL

This Information Statement is being distributed to the holders of record of the common stock, par value $0.0001 per share (the " Common Stock"), and convertible preferred stock, par value $0.0001 per share (the "Preferred Stock"), of Glowpoint, Inc., a Delaware corporation (the " Company"), as of the close of business on March 8, 2019 (the "Record Date"), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the " Exchange Act"), and the notice requirements of the Delaware General Corporation Law (the "DGCL"). The purpose of this notice and the accompanying Information Statement is to notify the Company's stockholders of actions approved by our Board of Directors (the "Board") and taken by written consent in lieu of a meeting by the holders of shares of our capital stock representing a majority of the total number of votes of our capital stock as of the Record Date (the "Written Consent").

The Written Consent authorized the Board to amend the Company's Amended and Restated Certificate of Incorporation (as amended to date, the "Certificate of Incorporation") to implement a reverse stock split of the Company's issued and outstanding shares of Common Stock at a ratio of one-for-ten (1-for-10) (the "Reverse Stock Split") as soon as practicable following the mailing of an Information Statement pursuant to Rule 14c-2 of the Exchange Act.

The Written Consent is the only stockholder approval required to effect the Reverse Stock Split under the DGCL, our Certificate of Incorporation and our Amended and Restated Bylaws (as amended to date, the "Bylaws"). No consent or proxies are being requested from our stockholders, and our Board is not soliciting your consent or proxy in connection with the Reverse Stock Split. The Reverse Stock Split, as approved by the Board and by our stockholders pursuant to the Written Consent, will only become effective if and when the Board determines to effect it, but, in any event, not sooner than 20 calendar days after the accompanying Information Statement is first mailed or otherwise delivered to the stockholders.

The accompanying Information Statement is first being mailed to the stockholders on or about available to stockholders:

, 2019. The Information Statement is also

• • in our filings with the Securities and Exchange Commission (the " SEC"), which you can access electronically at the SEC's website athttp://www.sec.gov; and

• • on the Company's website atwww.glowpoint.com/investor-relations.

As of the Record Date, 50,405,832 shares of Common Stock, 32 shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share (the "Series A-2 Preferred Stock ") (representing 149,295 shares of Common Stock on an as-converted basis), and 475 shares of 0% Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock") (representing 1,583,333 shares of Common Stock on an as-converted basis), were issued and outstanding.

• • Each holder of Common Stock is entitled to one vote per share of Common Stock held.

• • Each holder of Series A-2 Preferred Stock is entitled to vote on an as converted basis equal to the Common Stock issuable upon conversion of the Series A-2 Preferred Stock held by such holder based on a conversion price of $2.16 per share.

• • Each holder of Series C Preferred Stock is entitled to vote on an as converted basis equal to the Common Stock issuable upon conversion of the Series C Preferred Stock held by such holder based on a conversion price (for voting purposes) of $0.33 per share.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement contains statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and its rules and regulations (the "Securities Act"), and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of the Company. All statements other than statements of current or historical fact contained in this Information Statement, including statements regarding the effectiveness or the impact of the Reverse Stock Split, as well as the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Information Statement may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. There are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Information Statement. Forward-looking statements in this Information Statement include, among other things: the effect of the Reverse Stock Split on the trading price per share of the Company's Common Stock and its ability to meet the continued listing standards of the NYSE American and expectations and estimates relating to the Company's future financial position and operating results. For additional information regarding known material factors that could cause our actual results to differ materially from our projected results, please see "Cautionary Statement Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 8, 2019.

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