[8-K] Lyft, Inc. 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.

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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 24, 2025

Lyft, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38846

20-8809830

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

185 Berry Street, Suite 400

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(844) 250-2773

(Registrant's telephone number, including area code)

Not Applicable

(Former name or 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:

☐    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

Name of each exchange on which registered

Class A Common Stock, par value of $0.00001 per share

LYFT

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Adoption of Employee Incentive Compensation Plan

On July 24, 2025, the Board of Directors (the “Board”) of Lyft, Inc. (the “Company”) approved the Company’s Employee Incentive Compensation Plan (the “Plan”).

The Plan provides for incentive awards that may be earned by Company employees for the achievement of performance goals or other terms and conditions selected by the administrator of the Plan in its discretion. The administrator has discretion to select any Company employee to participate in the Plan, including the Company’s named executive officers, David Risher (Chief Executive Officer), Erin Brewer (Chief Financial Officer), and Lindsay Llewellyn (Chief Legal and Business Officer, Corporate Secretary).

Under the Plan, the administrator in its discretion may establish a target award for each participant and a bonus pool, with any actual awards to be paid from such bonus pool. The Plan administrator also may establish any performance goals that will apply to any awards under the Plan. Any such performance goals may include, but are not limited to, the goals listed in the Plan. The performance goals may differ from participant to participant and from award to award.

The Plan will be administered by the Board or a committee appointed by the Board. Unless and until determined otherwise by the Board, the Compensation Committee of the Board will administer the Plan. The administrator of the Plan may delegate its authority and powers under the Plan to one or more directors and/or officers of the Company, which delegation may be revoked at any time. The Board may administer the Plan concurrently with any committee designated to administer the Plan and may revoke the delegation of some or all authority previously delegated. The administrator of the Plan, at any time before payment of the actual award, may change a participant’s actual award, and/or change the amount allocated to a bonus pool, based on such factors as it deems relevant. The administrator of the Plan also at any time before payment of an actual award may change any applicable performance goals. Actual awards generally will be paid in cash in a single lump sum, provided that the Plan administrator has discretion to settle an actual award with the grant of an equity award with such terms and conditions, including any vesting requirements, as determined by the administrator and pursuant to the Company’s applicable equity plan as may be in effect from time to time. To earn an actual award, a participant must be employed with the Company (or its parents, subsidiaries or other affiliates, as applicable) through the date the actual award is paid unless otherwise determined by the Plan administrator. Payment of an actual award generally will be made as soon as practicable after the end of the applicable performance period and after the actual award is approved by the Plan administrator.

The administrator of the Plan has the authority to modify, amend, suspend or terminate the Plan, or any part of the Plan, at any time, provided that such action does not materially alter or materially impair any rights or obligations of any actual award earned by a participant absent such participant’s consent. The Plan will remain in effect until terminated in accordance with its terms.

The foregoing summary of the Plan is qualified in its entirety by reference to the full text of the Plan which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Exhibit Description
10.1						Lyft, Inc. Employee Incentive Compensation Plan
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

						LYFT, INC.
Date:			July 29, 2025			/s/ Erin Brewer
						Erin Brewer
						Chief Financial 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.