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Our Bond (NASDAQ: OBAI) reprices warrants, adds 10% leak‑out cap

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(Neutral)
Filing Sentiment
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Form Type
424B5

Rhea-AI Filing Summary

Our Bond, Inc. amends its resale prospectus to reflect modifications to warrants held by Ascent Partners Fund LLC and changes to the Certificates of Designation for Series C and Series D preferred stock.

The supplement registers the resale of up to 34,073,681 shares of common stock in connection with the company’s Nasdaq Global Market direct listing. The company adjusted exercise prices on a total of 9,000,000 warrants retained by Ascent (in tranches ranging from $1.25 to $4.50) and cancelled certain other Ascent warrants totalling 16,291,902 warrants at specified strike prices. The Series D conversion price was set to $2.0265, and a collective 10% daily "leak-out" limit on conversion-share sales was added to both Series C and Series D Certificates, with an exception for sales at or above 115% of the prior day’s closing price.

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Insights

Warrant repricing reduces strike levels and leaves 9,000,000 warrants outstanding.

The amendment retained by Ascent Partners Fund LLC reprices warrants into multiple tranches exercisable at $1.25, $1.75, $2.25, $3.50, $4.00, and $4.50, leaving a total of 9,000,000 warrants outstanding. The filing also states cancellation of 15,991,902 warrants at $12.35 and 300,000 warrants at $3.2475.

Cash‑flow treatment for exercises is not specified in the excerpt; timing and exercise decisions rest with the warrant holder. Subsequent filings or registered trades will show actual exercises and any resulting share issuance.

Preferred conversions are conditioned by a 10% collective daily "leak-out" cap, with a 115% exception.

The Certificates of Designation were amended to set Series D conversion price at $2.0265 and to add a provision limiting collective conversion‑share sales to 10% of daily trading volume, except for conversions sold at or above 115% of the prior trading day's close. The change constrains same‑day disposition by holders as a group.

Implementation depends on market volume reporting and holder behavior; filings or trading records will reveal whether conversions are exercised and sold under the new mechanics.

Registered shares 34,073,681 shares resale registered in prospectus supplement
Warrants retained by Ascent 9,000,000 warrants post-amendment tranches with varied exercise prices
Warrants cancelled 15,991,902 warrants at $12.35 and 300,000 at $3.2475 cancelled per Warrant Amendment
Series D conversion price $2.0265 per share adjusted via Certificate of Designation amendment
Leak-out cap 10% of daily trading volume collective limit on conversion‑share sales for Series C and D holders
Warrants financial
"The exercise price for 1,000,000 Warrants expiring on February 27, 2027"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Certificates of Designation regulatory
"we amended the Certificates of Designation for our Series C Preferred Stock"
Certificates of designation are formal documents issued by a company that spell out the specific rights, preferences and limitations for a particular class or series of stock, most commonly preferred shares. They act like a rule sheet for that share type—detailing dividend priority, voting rights, conversion rules and payout order on liquidation—so investors can understand how those shares rank against others and what returns or protections they provide.
Leak-out provision market
"a new ‘leak-out’ provision was added to both the Certificate of Designation"

 

PROSPECTUS SUPPLEMENT

Dated May 4, 2026

(To Prospectus Dated January 30, 2026)

 

Filed pursuant to Rule 424(b)(5)

Registration No. 333-290750

 

 

Our Bond, Inc.

 

Up to 34,073,681 Shares of Common Stock

to be Sold by Registered Stockholders

 

This prospectus supplement (the “Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our Prospectus filed with the SEC dated January 30, 2026, as amended or supplemented through the date hereof (the “Prospectus”), relating to the registration of the resale of up to 34,073,681 shares of our common stock, par value $0.0001 per share by our stockholders identified in the Prospectus (the “Registered Stockholders”) in connection with our direct listing on the Global Market tier of the Nasdaq Stock Market LLC.

 

This Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus.

 

Our shares of common stock are listed on the Nasdaq Global Market under the symbol “OBAI.”

 

The information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement. We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus, and any amendments or supplements carefully before you make an investment decision.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and in documents incorporated by reference into the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement, or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

FORWARD-LOOKING STATEMENTS

 

You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in or incorporated by reference into this Supplement and the Prospectus. This Supplement and the Prospectus and documents incorporated therein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus and in documents incorporated by reference into the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made or included in this Supplement and the Prospectus.

 

 

 

 

This Supplement is being filed to disclose an amendment to the warrants to purchase shares of our common stock held by Ascent Partners Fund LLC (“Ascent”), as well as certain amendments to the Certificates of Designation for our Series C Preferred Stock and Series D Preferred Stock.

 

WARRANT AMENDMENT

 

On May 3, 2026, we entered into an Amendment (the “Warrant Amendment”) to the common stock purchase warrants (the “Warrants”) held by Ascent. Under the Warrant Amendment:

 

●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.25 per share.
   
●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.75 per share.
   
●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $2.25 per share.
   
●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $3.50 per share.
   
●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.00 per share.
   
●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.50 per share.
   
●All other outstanding Warrants held by Ascent were cancelled. The cancelled warrants consisted of 15,991,902 warrants exercisable at $12.35 per share and 300,000 warrants exercisable at $3.2475 per share, leaving warrants to purchase a total of 9,000,000 shares of common stock outstanding, as described above.

 

AMENDMENTS TO SERIES C PREFERRED STOCK AND SERIES D PREFFERED STOCK

 

Also on May 3, 2026, we amended the Certificates of Designation for our Series C Preferred Stock and our Series D Preferred Stock as follows:

 

●The conversion price for our Series D Preferred Stock was adjusted to $2.0265 per share.
   
●A new ‘leak-out’ provision was added to both the Certificate of Designation for our Series C Preferred Stock and the Certificate of Designation for our Series D Preferred Stock. Under the new provision, all Holders of the preferred shares collectively shall not, on any trading day, sell a number of Conversion Shares which equals more than 10% of the total daily share volume as reported by the applicable trading market. This limitation will not apply to any sale of conversion shares at a price equal to or greater than 115% of the closing price for our common stock on the prior trading day.

 

The date of this Prospectus Supplement is May 4, 2026

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What does the May 4, 2026 supplement to OBAI's prospectus disclose?

It discloses warrant amendments and preferred stock Certificate changes. Specifically, it revises Ascent’s warrants and amends Series C and D conversion terms, including a 10% daily leak‑out limit and a Series D conversion price of $2.0265.

How many shares are registered for resale in OBAI's supplement?

The supplement registers the resale of up to 34,073,681 shares of common stock in connection with the company's Nasdaq Global Market direct listing, per the prospectus language in the supplement.

What happened to Ascent Partners’ outstanding warrants in the amendment?

After the Warrant Amendment, Ascent holds warrants to purchase 9,000,000 shares across specified exercise prices; other Ascent warrants totaling 15,991,902 at $12.35 and 300,000 at $3.2475 were cancelled.

What is the new conversion price for Series D preferred stock?

The Certificate amendment sets the Series D conversion price at $2.0265 per share, as stated in the prospectus supplement filed May 4, 2026.

What is the "leak-out" provision added to Series C and D Certificates?

The provision limits all preferred holders collectively to selling conversion shares up to 10% of the daily trading volume on any trading day, with an exception for sales at or above 115% of the prior trading day's closing price.