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0001756064
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2026-11-02
2026-11-02
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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): November 2, 2026
Our
Bond, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-43087 |
|
83-1751618 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 85
Broad Street, New York, New York |
|
10004 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(888)
567-6234
(Registrant’s
telephone number, including area code)
(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(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
OBAI |
|
The
Nasdaq Stock Market |
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
1.01 Entry into a Material Definitive Agreement.
Amended
and Restated Series G Preferred Stock Designation
In
connection with the conversion and exchange agreements discussed below, our board of directors and the sole holder of our Series G Convertible
Preferred Stock, stated value $10.00 per share (the “Series G Preferred Stock”), approved the adoption of an Amended and
Restated Certificate of Designation for the Series G Preferred Stock (the “Restated Series G COD”). Under the Restated Series
G COD, shares of Series G Preferred Stock are not redeemable by the holders thereof, but may be redeemed in whole at the sole option
of the Company, subject to certain conditions, at a price of 105% of the outstanding stated value of the shares and their accrued dividends.
Each
share of Series G Preferred Stock has a stated value of $10.00 per share and is convertible, at the option of the holder, to shares of
our common stock at a price of $2.0265 per share of common stock. The Restated Series G COD provides a limitation on conversion to the
extent that the holder, together with its affiliates or any other person acting as a group, would beneficially own in excess of 9.99%
of our outstanding common stock upon such conversion. Conversions of Series G Preferred Stock to common stock are also limited under
the Restated Series G Designation to the extent that the issuance of such conversion shares would exceed the aggregate number of shares
of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of its listing
exchange.
Shares
of Series G Preferred Stock accrue dividends at an annual rate of 10% of the stated value, computed on the basis of 360-day year and
twelve (12) 30-day months. Upon the occurrence of a triggering event, as defined in the Restated Series G COD, and for so long as the
triggering event remains uncured, the dividend rate will increase to 24% per annum. Accrued dividends on Series G Preferred Stock are
not payable in cash (except at the option of the Company) and shall be paid by conversion to our common stock at the conversion price
and concurrently with conversion of the underlying Series G preferred shares. Series G Preferred Stock have no voting rights, except
as required by law and as expressly provided in the Restated Series G COD.
In
the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase
such rights or securities on an as-converted to common stock basis. If the Company issues any new securities for a consideration per
stock lower than the conversion price, the conversion price for the Series G Preferred Stock shall be readjusted to reflect the lower
consideration paid for the new securities. Additionally, we are restricted from amending our articles of incorporation or bylaws or taking
any other action to avoid the observance or performance of any of the terms of the Restated Series G COD. We are required to reserve
sufficient authorized and unissued Common Stock to give effect to conversion of all shares of Series G Preferred Stock into common stock.
The
Restated Series G COD, which is filed herewith as Exhibit 3.1, contains various additional terms and covenants and should be reviewed
in its entirety for additional information.
Conversion
of Senior Secured Debt and Other Obligations to Amended and Restated Series G Preferred Stock
On
November 2, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”
entered into a Securities Purchase and Conversion Agreement (the “Eastward Conversion Agreement”) with our senior secured
lender, Eastward Fund Management LLC (“Eastward”). Under the Eastward Conversion Agreement, all outstanding loan obligations
under our Loan and Security Agreement with Eastward in the amount of $7,878,149.32 were converted to 787,815 shares of Series G Preferred
Stock. In addition, the Eastward Conversion Agreement provides for the retirement of all outstanding Series B-1 Warrants held by Eastward.
Also on November 2, 2026, we entered into a Securities Purchase and Conversion Agreement (the “Maxim Conversion Agreement”)
with Maxim Group LLC (“Maxim”). Under the Maxim Conversion Agreement, outstanding fees due and owing to Maxim in the amount
of $803,940.82 were converted to shares of our Series G Preferred Stock. Pursuant to registration rights granted under the Eastward Conversion
Agreement and the Maxim Conversion Agreement, we are required to file a registration statement for Eastward’s and Maxim’s
re-sale of common stock issuable upon conversion of their Series G Preferred Stock within ten (10) days of closing.
Exchange
of Existing Preferred Stock for Amended and Restated Series G Preferred Stock; Retirement of Warrants
Also
on November 2, 2026, we entered into an Exchange Agreement (the “Ascent Exchange Agreement”) with Ascent Partners
Fund LLC (“Ascent”). Under the Agreement, we issued a total of 577,948 shares of Series G Preferred Stock to Ascent in exchange
for 52,500 outstanding shares of our Series C Convertible Preferred Stock and 525,451 outstanding shares of our Series D Convertible
Preferred Stock. As a result of the exchange, no shares of Series C Preferred Stock or Series D Preferred Stock remain outstanding.
Under
a concurrent Side Letter Agreement with Ascent, Ascent agreed to waive outstanding accrued and unpaid dividends on the former Series
C and Series D preferred stock. In addition, pursuant to registration rights granted in the Side Letter Agreement, we are required to
file a registration statement for Ascent’s re-sale of common stock issuable upon conversion of their Series G Preferred Stock within
ten (10) days of closing. Finally, under the Side Letter Agreement, all outstanding warrants to purchase common stock held by Ascent,
consisting of warrants to purchase up to 382,871 total shares of common stock, were retired.
Leak-out
Agreement
Also
on November 2, 2026, we entered into a Leak-out Agreement with Ascent, Eastward, and Maxim (the “Leak-out Agreement”).
Under the Leak-out Agreement, the aggregate number of shares of our common stock sold or otherwise disposed of by each of these holders
and its affiliates, measured immediately after each sale or disposition, shall not exceed the applicable percentages (the “Leak-Out
Percentages”) of the cumulative reported trading volume of our common stock at any time from the commencement of each trading day’s
pre-market session through the time of such sale or disposition. “Trading Day” for purposes of the Leak-out Agreement includes
the Nasdaq pre-market, regular and post-market sessions on the same New York calendar day (currently 4:00 a.m. through 8:00 p.m., New
York time, or the corresponding officially published hours). On any Trading Day on which: (w) the total reported dollar volume for
such Trading Day is not less than $500,000; and (x) at least one bona fide, publicly reported sale of Common Stock during such sessions
occurs at a price per share equal to or greater than $2.0265 per share; and (y) the total reported share volume for such Trading Day
is no less than 25% greater than the average trading volume over the prior ten (10) Trading Days, excluding the highest-volume day during
such period; and (z) least one bona fide, publicly reported sale of our common stock during such sessions occurs at a price per share
equal to or greater than 115% of the official Nasdaq closing price for the immediately preceding Trading Day, the Leak-Out Percentages
shall be increased from the time of such sale through the remainder of such trading day, regardless of the price of the Common Stock
later falls below that threshold. The Leak-Out Percentages will also increase after the effective date of a registration statement
registering the resale of Series G conversion shares by Eastward and Maxim. The respective Leak-out Percentages and increased Leak-out
Percentages under the agreement are as follows:
| | |
After re-sale registration effective | |
Before re-sale registration effective |
| | |
Leak-out
Percentage | |
Increased
Leak-out
Percentage | |
Leak-out
Percentage | |
Increased
Leak-out
Percentage |
| Ascent Partners Fund LLC | |
| 4 | % | |
| 9 | % | |
| 10 | % | |
| 17 | % |
| Eastward Fund Management LLC | |
| 4 | % | |
| 6 | % | |
| 0 | % | |
| 0 | % |
| Maxim Group LLC | |
| 2 | % | |
| 2 | % | |
| 0 | % | |
| 0 | % |
| Total | |
| 10 | % | |
| 17 | % | |
| 10 | % | |
| 17 | % |
The
limitations set forth in the Leak-out Agreement cover all shares of our common stock now held or later acquired by the parties, with
the exception any shares issued to Ascent under its existing equity line agreement with the Company.
The
Eastward Conversion Agreement, Maxim Conversion Agreement, Ascent Exchange Agreement, Side Letter Agreement, and the Leak-out Agreement,
all of which are filed herewith as Exhibits, contain various additional terms, covenants, and conditions and should be reviewed in their
entirety for additional information.
Item
3.02 Unregistered Sales of Equity Securities
Series
G Preferred Stock Issuances
The
disclosures in Item 1.01, above, are incorporated herein by reference. The shares of Series G Preferred Stock were issued to Ascent solely
in exchange for the Notes in a transaction exempt from registration under Section 3(a)(9) of the Securities Act. No commission or other
remuneration was paid or given, directly or indirectly, for soliciting such exchange. The issuance of shares of common stock to the Lender
and to Maxim were exempt from registration pursuant to Rule 506(b) under Regulation D. The Lender and Maxim are accredited investors
within the meaning of Rule 501 and we engaged in no general solicitation or advertising.
Private
Offering of Common Stock
On
November 3, 2026, we entered into a Securities Purchase Agreement with an accredited investor (the “SPA”). Under the SPA,
we agreed to offer and sell to the investor a cumulative total of up to $10,000,000 worth of our common stock in a private offering at
a purchase price of $2.75 per share. In the initial closing under the SPA, we issued 90,909 shares of common stock for a total subscription
price of $250,000. Additional closings under the SPA will be subject to certain conditions to be mutually agreed upon by the Company
and the investor. Within fourteen (14) days of the initial closing, we are required under the SPA to file a registration statement providing
for the resale by the investor of the shares issued in the initial closing and any additional shares issued or issuable under the SPA
then legally eligible for registration. Additional closings under the SPA may not occur unless an effective and available registration
statement covers the shares of common stock issuable at that subsequent closing, unless otherwise expressly agreed by the parties. The
SPA, which is filed herewith as an exhibit, contains additional terms, covenants, and conditions and should be reviewed in its entirety
for additional information.
The
issuance of shares of common stock to the investor under the SPA was exempt from registration pursuant to Rule 506(b) under Regulation
D. The investor is an accredited investor within the meaning of Rule 501 and we engaged in no general solicitation or advertising.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
disclosures in Item 1.01. above, regarding the Amended and Restated Certificate of Designation for our Series G Preferred Stock are incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Certificate of Designation for Series G Convertible Preferred Stock |
| 10.1 |
|
Securities Purchase and Conversion Agreement with Eastward Fund Management LLC |
| 10.2 |
|
Securities Purchase and Conversion Agreement with Maxim Group LLC |
| 10.3 |
|
Exchange Agreement with Ascent Partners Fund LLC |
| 10.4 |
|
Side Letter Agreement with Ascent Partners Fund LLC |
| 10.5 |
|
Leak-out Agreement |
| 10.6 |
|
Securities Purchase Agreement dated November 3, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
November 3, 2026 |
Our
Bond, Inc. |
| |
|
|
| |
By: |
/s/
Doron Kempel |
| |
Name:
|
Doron
Kempel |
| |
Title: |
Chief
Executive Officer |
