Business Context and Reporting Period
This Form 8-K is filed by TG-17, Inc. (trading symbol: OBAI) on February 2, 2026, reporting events occurring on January 30, 2026. The company is incorporated in Nevada and its common stock is registered on The Nasdaq Stock Market. The filing details the sixth closing of a Securities Purchase Agreement (SPA) entered into on October 27, 2025, with Ascent Partners Fund LLC.
Key Financial Metrics and Transaction Details
The filing focuses on a capital raise transaction rather than standard operating financial metrics. Revenue, profit, cash flow, margins, and debt levels are not disclosed in this document.
- Total Capital Raised to Date: $4,100,000 (cumulative across six closings from Oct 27, 2025, to Jan 30, 2026).
- January 30, 2026 Closing: Issued 131,867 shares of Series D Preferred Stock for $1,200,000.
- Instrument Details: Series D Preferred Stock has a stated value of $10.00 per share and is convertible to common stock at $12.35 per share.
- Warrants: Warrants to purchase 25,000,000 shares of common stock were issued at the initial closing, exercisable at $12.35 per share.
- Future Obligation: Upon Nasdaq listing, Ascent will purchase a final tranche of 98,901 shares for $900,000.
- Total Series D Issuance: 549,451 shares total, convertible into 444,901 shares of common stock.
Material Changes
The primary material change is the increase in equity capital and the issuance of convertible preferred stock. The filing does not provide comparative financial data against prior periods to assess changes in revenue or profitability. The transaction represents a significant dilution event upon conversion, with 444,901 shares of common stock expected to be issuable upon the listing of the company's common stock on Nasdaq.
Guidance, Outlook, and Risks
Outlook: The transaction is contingent on the listing of the company's common stock on Nasdaq to trigger the final tranche purchase. Management commentary is limited to the execution of the SPA and its amendments.
Risks and Contingencies:
- Conversion Risk: The Series D Preferred Stock is convertible at a fixed price of $12.35, subject to adjustments.
- Regulatory Status: The securities were sold under Rule 506(b) of Regulation D, exempt from registration, to accredited investors only.
- Liquidity: The filing does not explicitly state current liquidity positions, though the capital raise implies a need for funding.
Investor Verification Checklist
- Verify the exact date of the Nasdaq listing to confirm the trigger for the final $900,000 tranche.
- Review the Certificate of Designation for Series D Preferred Stock to understand specific adjustment mechanisms for the $12.35 conversion price.
- Confirm the total number of outstanding common shares to calculate the precise dilution impact of the 444,901 convertible shares and 25,000,000 warrant shares.
- Check subsequent filings for the company's cash position and burn rate, as this 8-K does not provide operating cash flow data.
- Validate the accreditation status of the investor (Ascent Partners Fund LLC) to ensure compliance with Rule 506(b) exemptions.