[8-K] Clearwater Paper Corporation Reports Material Event

Rhea-AI Filing Summary

Oblong, Inc. (Nasdaq: OBLG) has filed Pre-Effective Amendment No. 2 to a Form S-3 shelf. The statement registers up to 4,178,249 common shares for resale by current holders, sourced from: (i) 1,989,392 shares underlying June 2025 $0.0001 pre-funded warrants sold for $7.5 m; (ii) 1,138,387 shares issuable on conversion/exercise of Series F preferred stock and related warrants from the March 2023 $6.4 m financing; (iii) 99,470 2025 placement-agent warrant shares; (iv) 100,000 advisor-warrant shares; and (v) 851,000 supplement/common-warrant shares.

• The company receives no proceeds from stockholder resales.
• If exercised for cash, outstanding common, pre-funded, placement-agent and advisor warrants could yield ≈$7.1 m; preferred and supplement warrants could add ≈$60.9 m.

Post 1-for-40 reverse split (Aug 2024) OBLG had 1.91 m shares outstanding (15 Jul 2025) versus >20 m reserved, signalling heavy potential dilution. Series F preferred carries a 9 % dividend (20 % on default) and converts at $3.77 with a floor.

The filing satisfies registration-rights linked to the 2023 and 2025 private placements. Cash raised to date totals ≈$11.9 m (placements plus warrant exercises) and is earmarked for general corporate use while management pivots from Mezzanine™ video-collaboration products toward AI and digital-asset projects within Bittensor.

Key risks: significant dilution pressure, possible Nasdaq delisting, regulatory uncertainty around digital assets, dividend obligations on preferred stock, and continued reliance on external capital.

Positive

• $7.5 m cash already secured from June 2025 pre-funded warrant sale.
• Shelf registration may ease resale liquidity and set the stage for $7.1 m in potential warrant-exercise proceeds if share price rises.
• Strategic shift to AI/decentralised-compute markets could open higher-growth opportunities.

Negative

• Registration covers shares equal to ~220 % of current float, signalling heavy future dilution.
• Series F preferred accrues 9 % dividends (20 % on default) and has alternative conversion at discounts, adding pressure.
• Nasdaq listing remains at risk; another bid-price breach within 1 yr triggers immediate delisting notice.
• Digital-asset strategy introduces significant regulatory, liquidity and valuation uncertainties.

Insights

Capital-Markets Analyst

TL;DR Dilution-heavy resale shelf; cash only if warrants exercise; liquidity boost but equity overhang persists.

The S-3/A registers shares equal to 2.2× current float, removing resale restrictions on 2023/2025 investors. While neutral to cash today, the filing is prerequisite for up to $7 m in potential warrant-exercise inflows and a theoretical $60 m from preferred-related warrants. However, execution prices ($3.77–$4.71) sit near market ($4.04), limiting exercise likelihood without price appreciation. Conversion of all pref/warrants would push pro-forma share count above 22 m, a >10× increase, pressuring valuation multiples. The shelf underscores management’s dependence on equity markets to fund its AI pivot.

Regulatory & Digital-Asset Specialist

TL;DR AI/crypto pivot raises novel regulatory and listing risks on top of dilution.

OBLG plans to deploy fresh capital into Bittensor staking and broader digital-asset strategies. The prospectus adds extensive risk language: potential SEC or CFTC re-characterisation, Investment Company Act exposure, money-transmitter rules, and volatility of digital assets. Coupled with Nasdaq bid-price scrutiny after last year’s 1-for-40 reverse split, investors face layered uncertainty. Any adverse regulatory development could block the pivot and impair warrant-exercise economics, reducing the chance of additional cash reaching the balance sheet.

FALSE000144123600014412362025-07-292025-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2025

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

DE			001-34146			20-3594554
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

601 West Riverside,			Suite 1100						99201
Spokane,			WA
(Address of principal executive offices)									(Zip Code)

(509) 344-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchanged on which registered
Common Stock, par value $0.0001 per share			CLW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.     Results of Operations and Financial Condition.

On July 29, 2025, Clearwater Paper Corporation (the “Company”) announced its results of operations and financial condition for the second quarter ending June 30, 2025. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s Second Quarter Supplemental Information is furnished as Exhibit 99.2 hereto.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the following are disclosed in the attached Adjusted EBITDA from continuing operations, which is defined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items from continuing operations. Adjusted EBITDA from continuing operations are not a substitute for the GAAP measure of net income or other GAAP measures of operating performance.

The Company discloses Adjusted EBITDA in the attached because it is used as an important supplemental measure of its performance and believes that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in its industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate the Company's business or which the Company otherwise incurred or experienced in connection with the operation of its business.

The information in Item 2.02, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibit Index

Exhibit			Description
99.1			Press release issued by Clearwater Paper Corporation regarding the second quarter ended June 30, 2025 financial results.
99.2			Supplemental financial information for the second quarter ended June 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2025

CLEARWATER PAPER CORPORATION

By:			/s/ REBECCA A. BARCKLEY
			Rebecca A. Barckley, Vice President, Corporate Controller (Principal Accounting Officer)

FAQ

How many OBLG shares are being registered in this Form S-3/A?

The shelf covers 4,178,249 common shares issuable from warrants and preferred-stock conversions.

Will Oblong receive cash from this resale offering?

No. Proceeds go to selling stockholders. Oblong only benefits if existing warrants are exercised for cash.

What is the potential cash inflow if all warrants are exercised?

Cash-exercise could raise ≈$7.1 million from common, pre-funded, placement-agent and advisor warrants, plus ≈$60.9 million from preferred-related warrants.

How many shares are currently outstanding after the reverse split?

As of 15 Jul 2025, Oblong had 1,914,627 common shares outstanding.

Why is dilution a key risk for OBLG investors?

Registered shares and reserved warrants total over 20 million; full conversion could expand the share count more than ten-fold, pressuring share price.

What new business direction is Oblong pursuing?

Management plans to pivot from Mezzanine™ collaboration hardware toward AI and digital-asset initiatives within the Bittensor ecosystem.