Business Context and Reporting Period
Company: Our Bond, Inc. (Nevada corporation, NASDAQ: OBAI)
Filing Type: Form 8-K (Current Report)
Date of Report: June 11, 2026
Reporting Period: Events occurring on June 11, 2026, with a signature date of June 16, 2026.
The filing details a series of material definitive agreements involving debt-to-equity exchanges, amendments to existing preferred stock and warrant terms, and a restructuring of senior secured debt obligations. Additionally, the Company announced an organizational realignment of its commercial leadership.
Key Financial Metrics and Capital Structure Changes
Debt-to-Equity Exchange (Ascent Partners Fund LLC):
- Total Debt Exchanged: Approximately $3.30 million in promissory notes ($2,292,179.80 + $1,010,277.78).
- Equity Issued: 366,941 shares of newly designated Series G Convertible Preferred Stock.
- Series G Terms: Stated value of $10.00 per share; convertible to common stock at $2.0265 per share (subject to 9.99% beneficial ownership limitation); 10% annual dividend rate.
- Amendment: Waiver and Twenty-eighth Amendment to Loan and Security Agreement.
- Payment Schedule Adjustment: Reduced monthly payments for mid-2026 ($50k–$150k range) followed by payments of approximately $259k–$300k monthly.
- Final Maturity: Approximately $3.9 million due on July 1, 2028.
- Additional Consideration: Issuance of 250,000 shares of common stock to the Lender.
- Total Warrants Adjusted: 9,000,000 warrants.
- New Exercise Prices: 4,500,000 warrants at $1.25/share; 4,500,000 warrants at $2.25/share.
- Series G, C, and D Preferred Stock holders may elect to apply 25% of net proceeds from future equity/debt offerings toward redemption (up to $10M cumulative proceeds), increasing to 35% thereafter.
- Series G Preferred Stock is redeemable by the Company at 110% of stated value plus accrued dividends if no equity conditions failure exists.
Material Changes Versus Prior Period
Capital Structure: The Company has significantly altered its capital structure by extinguishing approximately $3.3 million in debt through the issuance of preferred equity, thereby reducing immediate cash outflow obligations for those specific notes. However, this introduces new dividend obligations (10% annual rate) and potential dilution upon conversion.
Debt Service: The amendment to the senior secured loan provides temporary relief on monthly cash outflows for July through December 2026, reducing payments from previous levels to a stepped schedule starting at $50,000.
Organizational Structure: The Company has transitioned its commercial organization to a matrix structure. Michael Lambert has departed as Head of Commercial Operations effective June 12, 2026. All commercial initiatives now report directly to CEO Doron Kempel.
Guidance, Outlook, Risks, and Unusual Items
Management Commentary: The Company cites "increased growth opportunities" and the need to better align sales and business development activities as the drivers for the commercial reorganization. No specific revenue or earnings guidance was provided in this filing.
Risks and Contingencies:
- Dilution Risk: The issuance of Series G Preferred Stock (convertible at $2.0265) and the adjustment of warrant exercise prices (down to $1.25) create significant potential dilution for common shareholders.
- Liquidity Constraints: The "piggyback" redemption rights for Series G, C, and D Preferred Stock require the Company to dedicate 25-35% of future financing proceeds to debt/equity redemption, potentially limiting capital available for operations.
- Dividend Obligation: The new Series G stock carries a 10% annual dividend, creating a recurring cash or accrual liability.
- Conversion Limitations: Conversion of Series G is capped at 9.99% beneficial ownership, which may delay or prevent full conversion depending on market conditions and share count.
Key Facts for Investor Verification
- Debt Elimination: Verify the exact reduction in total liabilities on the balance sheet resulting from the $3.3 million note exchange.
- Dividend Impact: Assess the impact of the new 10% annual dividend on Series G Preferred Stock on future cash flow and net income.
- Dilution Analysis: Calculate the fully diluted share count including the 366,941 Series G shares (at $2.0265 conversion), 9 million warrants (at $1.25/$2.25), and 250,000 common shares issued to the lender.
- Future Financing Constraints: Review the 25-35% redemption requirement on future proceeds to understand the Company's ability to raise capital for growth versus debt service.
- Leadership Transition: Monitor the effectiveness of the new matrix commercial structure and the appointment of a replacement for the Head of Commercial Operations.