false
--12-31
0001756064
0001756064
2026-05-03
2026-05-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 3, 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.
On
May 4, 2026, Our Bond, Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”)
entered into Amendment No. 3 (the “Equity Line Amendment”) to the Securities Purchase Agreement with Ascent Partners Fund
LLC (“Ascent”) dated October 27, 2025, as amended (the “Equity Line SPA”). Under the terms of the Equity Line
SPA, we have the right, but not the obligation, to require Ascent to purchase shares of our common stock in one or more tranches subject
to certain limits and conditions set forth therein. The Equity Line SPA provides for both “Regular Closings” and “Expanded
Closings.”
The
Amendment makes the following changes to the terms of the Equity Line SPA:
| ● | For
an Expanded Closings, which feature a maximum purchase price of up to $5,000,000, the Amendment
provides that the Company can only deliver an advance notice on a trading day: (i) on which
the bid price for its common stock is at least fifteen percent (15%) greater than the closing
price on the immediately preceding trading day, and (ii) the trading volume for the Company’s
common stock exceeds one hundred fifty percent (150%) the average daily trading volume of
the common stock for the ten (10) immediately preceding trading days. Notwithstanding the
foregoing, if the average daily traded value of the company’s common stock for the
preceding ten (10) trading days exceeds $4,000,000, then the Company may deliver an advance
notice for an Expanded Closing regardless of these two conditions. |
| | | |
| ● | The
“Maximum Aggregate Purchase Price” specified in the Equity Line SPA was reduced
from $300 million to $50 million. |
Also
on May 4, 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. |
Also
on May 4, 2026, we issued a Promissory Note to Ascent Partners Fund, LLC in the principal amount of $1,000,000 (the “Note”).
The Note bears interest at a rate of ten percent (10%) per annum and matures on September 1, 2026. We are required to apply twenty-five
percent (25%) of the net proceeds of all future offerings or issuances of our securities toward payment of the Note until such time as
it is paid in full. In the event of default, the Note will bear interest at a rate of twenty-four percent (24%) per annum and any late
payments will incur a late fee in the amount of ten percent (10%) of the amount of the late payment. Events of default under the Note
include any failure to pay the principal amount when due, any failure to pay interest, fees, or other obligations within five (5) business
days of when due, a failure to perform any other covenant under the Note, a default under any indebtedness in excess of $150,000, and
a change in control of the Company. The foregoing is a summary of the material terms of the Note. The Note, which is filed herewith as
Exhibit 10.2, contains additional terms, covenants, and conditions and should be reviewed in its entirety for additional information.
Finally,
on May 3, 2026, pending the approval of our board of directors, we agreed to amend 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. |
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
foregoing discussion of the amendments to our Certificates of Designation for our Series C Preferred Stock and our Series D Preferred
Stock is incorporated here by reference as if set forth in full.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form
of Amendment No. 1 to Certificate of Designations of Preferences and Rights of Series C Preferred Stock |
| 3.2 |
|
Form
of Amendment No. 1 to Amended and Restated Certificate of Designations of Preferences and Rights of Series D Preferred
Stock |
| 4.1 |
|
Amendment to Warrants to Purchase Common Stock |
| 10.1 |
|
Amendment No. 3 to Securities Purchase Agreement |
| 10.2 |
|
Promissory Note Due September 1, 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:
May 4, 2026 |
Our
Bond, Inc. |
| |
|
|
| |
By: |
/s/
Doron Kempel |
| |
Name:
|
Doron
Kempel |
| |
Title: |
Chief
Executive Officer |
