Business Context and Reporting Period
Company: Our Bond, Inc. (Nevada corporation, trading symbol OBAI on Nasdaq)
Filing Type: Form 8-K (Current Report)
Reporting Date: May 3, 2026 (Earliest event reported)
Event Date: May 4, 2026 (Execution of agreements)
Context: The Company entered into material definitive agreements with Ascent Partners Fund LLC ("Ascent") regarding its equity line, warrants, and debt, and proposed amendments to its preferred stock certificates.
Key Financial Metrics and Agreements
Equity Line Agreement (Amendment No. 3):
- Maximum Aggregate Purchase Price: Reduced from $300 million to $50 million.
- Expanded Closings: Limited to a maximum purchase price of $5,000,000 per tranche.
- Conditions for Expanded Closings: Requires a 15% increase in bid price over the prior day's close AND 150% of average daily trading volume (10-day average), unless the average daily traded value exceeds $4,000,000.
Warrant Amendments:
- Outstanding Warrants: Total of 9,000,000 shares remaining after cancellations.
- Exercise Price Adjustments (Expiring Feb 27, 2027): 1,000,000 warrants at $1.25; 1,000,000 at $1.75; 1,000,000 at $2.25.
- Exercise Price Adjustments (Expiring Oct 27, 2027): 2,000,000 warrants at $3.50; 2,000,000 at $4.00; 2,000,000 at $4.50.
- Cancellations: 15,991,902 warrants (strike $12.35) and 300,000 warrants (strike $3.2475) were cancelled.
Debt Instrument (Promissory Note):
- Principal Amount: $1,000,000.
- Interest Rate: 10% per annum (increases to 24% upon default).
- Maturity Date: September 1, 2026.
- Repayment Source: 25% of net proceeds from all future securities offerings/issuances must be applied to payment until paid in full.
- Late Fee: 10% of the late payment amount.
Preferred Stock Amendments (Pending Board Approval):
- Series D Conversion Price: Adjusted to $2.0265 per share.
- Leak-out Provision: Added to Series C and Series D. Holders collectively cannot sell more than 10% of total daily share volume, unless the sale price is at least 115% of the prior day's closing price.
Material Changes Versus Prior Period
- Capital Capacity Reduction: The maximum equity line capacity was significantly reduced by 83.3% (from $300M to $50M).
- Warrant Restructuring: A substantial portion of high-strike warrants (approx. 16.3M shares) was cancelled, replaced by a tiered structure of 9M warrants with lower strike prices ranging from $1.25 to $4.50.
- New Debt Obligation: Incurred a new $1M short-term debt obligation with a maturity in September 2026, creating a mandatory lien on 25% of future capital raises.
- Liquidity Constraints: New "leak-out" provisions restrict the ability of preferred shareholders to convert and sell shares during periods of low trading volume or price appreciation.
Guidance, Outlook, Risks, and Contingencies
Management Commentary: The filing does not contain forward-looking guidance, revenue projections, or management outlook statements. The focus is strictly on the execution of the amended agreements.
Risks and Contingencies:
- Default Risk: The Promissory Note carries a high penalty interest rate (24%) and late fees (10%) upon default. Events of default include failure to pay within 5 business days, default on other indebtedness over $150,000, or a change in control.
- Liquidity Risk: The requirement to apply 25% of future offering proceeds to the Note may limit the Company's ability to retain capital for operations or other strategic uses.
- Market Conditions: The ability to utilize "Expanded Closings" under the equity line is heavily dependent on specific stock price and volume thresholds, which may not be met in volatile or low-volume markets.
- Regulatory/Corporate Action: Amendments to Series C and Series D Preferred Stock are pending Board of Directors approval.
Investor Verification Checklist
- Verify the exact number of shares issued under the Equity Line SPA prior to this amendment to assess the remaining capacity under the new $50M cap.
- Confirm the current trading volume and price of OBAI to determine if the conditions for "Expanded Closings" are currently achievable.
- Review the Company's cash position to assess the ability to service the $1M Note principal and interest by the September 1, 2026 maturity date.
- Check for any pending or completed securities offerings that would trigger the 25% mandatory repayment clause on the Note.
- Confirm the status of the Board of Directors' approval for the Series C and Series D Preferred Stock amendments.