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As confidentially submitted to the Securities and Exchange Commission on April 2, 2026.

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Our Bond, Inc.

(Exact name of registrant as specified in its charter)

Nevada	4899	83-1751618
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

85 Broad Street

New York, New York 10004

1-888-567-6234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

VCorp Services, LLC

701 S Carson St, Ste 200

Carson City, Nevada, 89701

1-888-528-2677

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark Crone, Esq.

Joe Laxague, Esq.

Tammara Fort, Esq.

Aditya Wadhwa, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, NY 10170

Telephone: (775) 234-5221

Doron Kempel

Chief Executive Officer

Our Bond, Inc.

85 Broad Street

New York, New York 10004

1-888-567-6234

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED April 2, 2026

Our Bond, Inc.

Up to 7,500,000 Shares of Common Stock

to be Sold by Selling Stockholders

This prospectus relates to the registration of the resale of up to 7,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Our Bond, Inc. (“Bond,” “we,” “us,” “our” or the “Company”) by our stockholders identified in this prospectus (the “Selling Stockholders”), in connection with this offering (the “Offering”). The Common Stock registered for resale hereunder consists of: (1) a total of up to 7,081,781 shares of Common Stock to be issued to Ascent Partners Fund LLC (“Ascent”), including (i) shares issuable under a certain Securities Purchase Agreement dated October 27, 2025 between the Company and Ascent, that provides for the sale to Ascent of up to $300,000,000 worth of Common Stock (the “Equity Line SPA”), (ii) 970,874 shares of Common Stock to be issued to Ascent as consideration for entering into the Equity Line SPA (the “Commitment Shares”), and (iii) shares of Common Stock issued as dividends to Ascent under the Certificates of Designations of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”); and (2) 418,219 shares of Common Stock issued as compensation to our financial advisor, Maxim Group LLC (the “Advisor”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Selling Stockholders. The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning on page 90. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission (the “SEC”).

Commencing on February 4, 2026, we listed our shares of our Common Stock on the Nasdaq Global Market (“Nasdaq”) by way of a direct listing (the “Direct Listing”) under the symbol “OBAI”. As of March 31, 2026, the last sale price for our common stock on Nasdaq was $1.46 per share

Upon completion of this Offering, our founder and Chief Executive Officer, Doron Kempel, will beneficially own approximately 96.45% of the voting power of our outstanding voting securities and we are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on the exemptions from the corporate governance requirements that are available to controlled companies.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. See the “Risk Factors” beginning on page 7 of this prospectus for the risks and uncertainties you should consider before investing in our Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated April 2, 2026

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements	1

Trademarks	1

About This Prospectus	2

Prospectus Summary	3

Summary Financial and Other Data	6

Risk Factors	7

Market and Industry Data	28

Shares Offered for Resale	29

Use of Proceeds	30

Selling Stockholders	30

Dividend Policy	32

Capitalization	32

Management’s Discussion & Analysis of Financial Condition and Results of Operations	33

Business	45

Management	58

Executive and Director Compensation	62

Security Ownership of Certain Beneficial Owners and Management	67

Certain Relationships and Related Person Transactions	71

Description of Capital Stock	72

Shares Eligible for Future Sale	82

Sale Price History of Our Capital Stock	83

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock	86

Plan of Distribution	90

Legal Matters	91

Experts	91

Where You Can Find Additional Information	91

Index to Consolidated Financial Statements	F-1

You should rely only on the information provided in this prospectus, including any documents incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the U.S.; therefore, individual investors located outside the U.S. should not expect to be eligible to participate in this offering.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “continues,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “would” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this prospectus, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this prospectus. These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this prospectus. The matters summarized under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus could cause our actual results to differ significantly from those contained in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments, except as required by applicable law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect latest information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

TRADEMARKS

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks and trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

ABOUT THIS PROSPECTUS

This prospectus is a part of an offering of shares by the Selling Stockholders that we filed with the SEC, using a continuous offering process. Under this process, the Selling Stockholders may, from time to time, sell the Common Stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our Common Stock.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

PROSPECTUS SUMMARY

This summary highlights select information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Managements’ Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes included elsewhere in this prospectus before making an investment decision. Unless otherwise indicated or the context otherwise requires, all references all references to “we,” “us,” “our,” the “Company,” “Bond” and similar terms refer to Our Bond, Inc.

Overview

Our Bond, Inc. (“Bond,” “we,” “us,” “our” or the “Company”) was formed under the laws of the State of Delaware on April 11, 2017 as a Delaware limited liability company, converted to a Delaware corporation, TG-17, Inc., on June 29, 2018. We re-domiciled as a Nevada corporation on August 27, 2025 and changed our corporate name to Our Bond, Inc. on February 11, 2026. We provide a new tier of preventative personal security platform enabled by artificial intelligence combined with security personnel agents who are available 24/7 through the Bond Personal Security phone application. Since its inception, we have dedicated resources to research and development activities that support its current projects and future development efforts.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those highlighted in the section entitled “Risk Factors” in this prospectus. These risks include, but are not limited to, the following:

Risks Related to Our Business

●	Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required. In addition, our technology requires constant updates and maintenance which implies that even if we do not develop additional functionality, we will need to maintain and update the code in relation to the numerous ecosystem technologies on which the technology runs (Apple and Google phone operating systems, Amazon AWS, etc.). Maintaining the technology requires a multidisciplinary team of engineers.

●	If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities.

●	Our collection, processing, use and disclosure of individually identifiable biometric or other personally identifiable information is subject to evolving and expanding privacy and security regulations.

●	Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees globally.

●	Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our products and services.

●	Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect data and intellectual property may not be successful, and our business, operations, and reputation could be negatively affected by a cyberattack, security incident, or other operational disruption.

●	We rely on Amazon Web Services (“*AWS*”) to deliver our offerings to users on our platform, and any disruption of or interference with our use of AWS could adversely affect our business, financial condition, results of operations and prospects.

●	Our technology platform utilizes numerous third-party technologies, systems and subsystems (like Twilio, Bandwidth, etc.). Any disruption to such systems and subsystems could interrupt our business, impact our ability to provide service, harm our reputation, cause us to lose customers and end-users, cause end-users harm (at the hands of perpetrators) that we would hypothetically not be able to detect and address in a timely manner, which could materially and adversely affect our business, financial condition and results of operations.

●	Cost of insurance is a significant part of our expenses and it is subject to market fluctuations, as well as to fluctuations due to our track record. This price can therefore increase unexpectedly and our insurance may not adequately cover our future operating risk.

●	We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

●	Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our services, which could have a material adverse effect on our business, financial condition and results of operations.

●	Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

●	If our efforts to build a strong brand identity and maintain a high level of user satisfaction and loyalty are unsuccessful, we may not be able to attract or retain users, and our operating results may be adversely affected.

●	Competitors may decide to enter our space, which may have a material adverse effect on our product sales, as well as on our margins.

Risks Related to This Offering

●	It is not possible to predict the actual number of shares we will sell under the Equity Line SPA, or the actual gross proceeds resulting from those sales. We may not have access to the full amount available under the Equity Line SPA with Ascent. Our inability to access a portion or the full amount available under the Equity Line SPA, in the absence of any other financing sources, could have a material adverse effect on our business.

	Investors who buy shares in this Offering at different times will likely pay different prices. Pursuant to the Equity Line SPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Ascent. Investors may experience a decline in the value of the shares they purchase from Ascent as a result of future sales made by us to Ascent at prices lower than the prices such investors paid for their shares.

Risks Related to our Management and Control Persons

●

We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding voting securities. Our largest shareholder, officer and director, Doron Kempel holds substantial control over the Company and is able to influence all corporate matters.

Risks Related to Our Financial Condition and Capital Requirements

●	We will require substantial additional capital to finance our operations, and this capital may not be available on favorable terms, if at all.

●	Our ability to sell a substantial amount of common stock in the future under an equity line financing agreement may pose a risk of significant dilution to our existing stockholders.

●	We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability.

●	We have historically operated at a loss, which has resulted in an accumulated deficit.

●	We anticipate sustaining operating losses for the foreseeable future.

●	Raising additional capital may cause dilution to our existing stockholders.

●	Future sales of Common Stock by our Selling Stockholders and other existing stockholders could cause our share price to decline.

●	Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.

●	Our Command Centers and engineering staff are fixed costs that are required to maintain operations and we may be unable to limit our losses if we fail to achieve our forecasted revenue.

●	Our internal computer systems, or those of any of our contractors, consultants, collaborators or potential future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations

●	We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenue.

●	Defects in our products or failures in quality control could impair our ability to sell our products and services or could result in product liability claims, litigation and other significant events involving substantial costs.

●	A similar risk applies to our inability to protect our end-users when they face threats. This may give risk to litigation against Bond if/when an end-user is hurt.

●	We are subject to ongoing litigation and may be subject to more, including securities litigation, class action and derivative lawsuits which could result in substantial costs and could divert management attention.

●	Failures in internet infrastructure or interference with internet or Wi-Fi access could cause prospective users to believe that our systems are unreliable, potentially causing our future customers to decline to renew their subscriptions.

●	The adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Using open-source AI carries additional risks such as potential security vulnerabilities, lack of formal support and code quality and maintenance issues.

●	Our operations are vulnerable to interruption by fire, severe weather conditions, power loss, telecommunications failure, terrorist activity and other events beyond our control, which could harm our business.

Equity Line Financing Agreement

On October 27, 2025, we entered into a Securities Purchase Agreement with Ascent that provides for the sale to Ascent of up to $300,000,000 worth of our Common Stock. Under the terms of the Equity Line SPA, as amended, we will have the right, but not the obligation, to require Ascent to purchase shares of our Common Stock in one or more tranches subject to the limits and conditions set forth in the agreement. The Equity Line SPA provides for both “Regular Closings” and “Expanded Closings.”

For each Regular Closing:

	●	The total purchase price shall not exceed the lower of (a) $1,000,000 and (b) 100% of the average daily traded value of our common stock over the ten (10) trading days immediately preceding the closing date;

	●	The purchase price per share shall be equal to 96% of the lowest volume weighted average price (“*VWAP”) for our common stock in the ten (10) trading days immediately prior to the closing date (the “Regular Purchase Price*”); however,

	●	If 96% of the lowest VWAP for our common stock (the “Adjusted Price”) in the ten (10) trading days immediately following the Closing Date (the *“Adjustment Period”*) is lower than the Regular Purchase Price, then on the trading day immediately following the end of the Adjustment Period, we will be required to issue additional shares of common stock so that the total purchase price per share for the Regular Closing will be equal to the Adjusted Price.

For each Expanded Closing:

	●	The total purchase price may be up to a maximum of $5,000,000; and

	●	The purchase price per share shall be equal to the lower of (x) the average of the daily VWAP on the trading day immediately preceding the closing date and the daily VWAP on such Expanded Closing Date and (y) 96% of the lowest VWAP for all trading days in the period beginning immediately following the closing date and ending on the earlier of (i) ten (10) trading days after and (ii) the date when the purchaser shall have entered into committed, binding trades to sell all of the shares purchased at the Expanded Closing.

All share purchases under the Equity Line SPA are subject to a Floor Price equal to 20% of the opening reference price for our Common Stock as of the effective date of the Equity Line SPA, which is defined as the effective date of this registration statement.

The Equity Line SPA has a term of three (3) years. As additional consideration to Ascent, we are required to issue the Commitment Shares. All Regular Closings and Expanded Closings under the Equity Line SPA are subject to numerous conditions, including, but not limited to:

	(i)	A registration statement covering Ascent’s resale of the shares to be sold at each closing must be filed and effective;
	(ii)	Our common stock must be listed for trading and trading must not be suspended;
	(iii)	We must be current in all required filings with the SEC;
	(iv)	We must not have consummated a change of control or other Fundamental Transaction (as defined in the agreement);
	(v)	We must not be in default under any agreement with Ascent or in default under any indebtedness in excess of a cumulative total of amount of $150,000.

Each closing under the Equity Line SPA is limited such that, immediately after giving effect to the issuance of the shares of Common Stock for the closing, Ascent may not beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding.

Our ability to sell a substantial amount of common stock in the future under the Equity Line SPA poses a risk of significant dilution to our existing stockholders. Should we decide to issue a significant number of shares under the Equity Line SPA future, particularly at a time when our share price is already declining, a substantial decrease in our share price is likely to result. Please see the section entitled “Risk Factors” for additional information.

Implications of being a Controlled Company

Our founder and Chief Executive Officer, Doron Kempel, beneficially owns approximately 96.45% of the voting power of our outstanding voting securities and we are be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. Due to this significant concentration of voting control, our CEO may able to unilaterally determine the outcome of most stockholder votes. As a result, the influence of other stockholders over such matters may be limited. However, as an officer and director of the Company, our CEO is subject to fiduciary duties and has consistently demonstrated a commitment to the long-term success of the Company and the creation of stockholder value.

As long as our principal shareholder owns at least 50% of the voting power of our Company, we will be a “controlled company” as defined under Nasdaq Listing Rules. As a controlled company, we are permitted to rely on certain exemptions from Nasdaq’s corporate governance rules, including:

●	an exemption from the rule that a majority of our board of directors must be independent directors;

●	an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

●	an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. As a result, you may not in the future have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Implications of being an emerging growth company and a smaller reporting company

We are an “emerging growth company” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our Common Stock held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates required for other public companies.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

Corporate Information

We were incorporated under the laws of the State of Delaware on April 11, 2017 as a Delaware limited liability company, converted to a Delaware corporation on June 29, 2018 under the name TG-17, Inc. dba Bond and subsequently, submitted the necessary filings to re-domicile as a Nevada corporation on August 27, 2025 under the name TG-17, Inc. dba Bond. On February 11, 2026, we changed our corporate name to Our Bond, Inc. Our principal executive offices are located at 85 Broad Street New York, New York 10004. Our telephone number is 1-888-567-6234 and our website address is https://www.ourbond.com/. Information contained on or that can be accessed through our website is neither a part of, nor incorporated by reference into, this prospectus, and you should not consider information on our website to be part of this prospectus. Our website address is included in this prospectus as an inactive textual reference only.

SUMMARY FINANCIAL AND OTHER DATA

The summary financial and other data set forth in this prospectus should be read together with our financial statements and the related notes to those statements, as well as the “Managements’ Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus.

The statements of operations data for the years ended December 31, 2025 and 2023, and the statements of cash flows data for the years ended December 31, 2025 and 2024, have been derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in any future period.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before deciding whether to invest in our Common Stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Risks Related to Our Business

Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required. In addition, our technology requires constant updates and maintenance which implies that, even if we do not develop additional functionality, we will need to maintain and update the code in relation to the numerous ecosystem technologies on which the technology runs (Apple and Google phone operating systems, Amazon AWS, etc.). Maintaining the technology requires a multidisciplinary team of engineers.

We operate and maintain complex technology that requires significant technical and regulatory expertise to develop, commercialize and update to meet evolving market and regulatory requirements. Our technology also requires constant updates and maintenance which implies that, even if we do not develop additional functionality, we will need to maintain and update the code in relation to the numerous ecosystem technologies on which the technology runs (Apple and Google phone operating systems, Amazon AWS, etc.). Maintaining our technology requires a multidisciplinary team of engineers and is a costly, complex and time-consuming process. We might face difficulties or delays in the update, development and maintenance processes that will result in our inability to timely offer products that satisfy the market. We anticipate making significant investments in to both research and development relating to our products and services and updates to/ maintenance of our current technology, but such investments are inherently speculative and require substantial capital expenditures. Any unforeseen technical obstacles and challenges that we encounter in our research and development process or maintenance of our technology could result in delays in or the abandonment of product commercialization, which may substantially increase development costs to be able to provide products and services which would be competitive and sustainable for our potential customers, and these potential costs may negatively affect our results of operations.

If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities.

In the ordinary course of our business, we may collect and store sensitive data, including personally identifiable information (“PII”), owned or controlled by ourselves or our customers, and other parties. We communicate sensitive data electronically, and through relationships with multiple third-party vendors and their subcontractors. These applications and data encompass a wide variety of business-critical information, including commercial information, and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, inappropriate modification, and the risk of our being unable to adequately monitor, audit, and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data. As a custodian of this data, we therefore inherit responsibilities related to this data, exposing the Company to potential threats. Data breaches occur at all levels of corporate sophistication (including at companies with significantly greater resources and security measures than our own) and the resulting fallout stemming from these breaches can be costly, time-consuming, and damaging to a company’s reputation. Further, data breaches need not occur from malicious attacks or phishing only. Often, employee carelessness can result in sharing PII with a much wider audience than intended. The consequences of such data breaches could result in fines, litigation expenses, costs of implementing better systems, and the damage of negative publicity, all of which could have a material adverse effect on our business operations and financial condition.

Our collection, processing, use and disclosure of individually identifiable biometric or other personally identifiable information is subject to evolving and expanding privacy and security regulations both in the U.S. and internationally.

Data privacy remains an evolving landscape, with new regulations coming into effect at both the domestic and international level. For example, various states, such as California, Massachusetts, and others, have implemented similar privacy laws and regulations, such as the California Consumer Privacy Act, which took effect January 1, 2020 (the “CCPA”), and creates new data privacy rights for users. The CCPA requires covered businesses that process personal information of California residents to disclose their data collection, use and sharing practices. Further, the CCPA provides California residents with new data privacy rights (including the ability to opt out of certain disclosures of personal data), imposes new operational requirements for covered businesses, provides for civil penalties for violations as well as a private right of action for data breaches and statutory damages (which is expected to increase data breach class action litigation and result in significant exposure to costly legal judgements and settlements). Aspects of the CCPA and its interpretation and enforcement remain uncertain. In addition, the California Privacy Rights Act of 2020 (the “CPRA”), which took effect January 1, 2023, expanded the CCPA. The CPRA, among other things, gives California residents the ability to limit use of certain sensitive personal information, further restricts the use of cross-contextual advertising, establishes restrictions on the retention of personal information, expands the types of data breaches subject to the CCPA’s private right of action, provides for increased penalties for CPRA violations concerning California residents under the age of 16, and establishes a new California Privacy Protection Agency to implement and enforce the CPRA. The CCPA and other similar laws could impact our business activities depending on how they are interpreted. New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally. For example, Virginia recently passed its Consumer Data Protection Act, and Colorado recently passed the Colorado Privacy Act, both of which differ from the CPRA and became effective in 2023. Additional states have since also passed comprehensive privacy laws with additional obligations and requirements on businesses. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts.

Additionally, all U.S. states and the District of Columbia have enacted breach notification laws that may require that we notify customers, employees or regulators in the event of unauthorized access to or disclosure of personal or confidential information experienced by us or our service providers. These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements. We also may be contractually required to notify customers of a security breach. Although we may have contractual protections with our service providers, any actual or perceived security breach could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach. Any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections. In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards.

In the European Union, the General Data Protection Regulation of 2018 (the “GDPR”) significantly expanded the rules on using personal data and increased the risks of processing personal data. Some of the new requirements include:

●

accountability and transparency requirements, which require those who control data to demonstrate and record compliance and provide certain detailed information to users regarding the ways in which data is used and processed;

●

enhanced data consent requirements, which includes “explicit” consent with regard to information the regulation classifies as sensitive data;

●

obligations to consider data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well as the amount of information collected, processed, and stored;

●

constraints on using data to profile users;

●

obligations to provide users with personal data in a usable format on request and to erase personal data in certain circumstances; and

●

reporting to data protection authorities of potential breaches without undue delay (72 hours, where feasible).

Other foreign jurisdictions in which the Company operates, or in which it has services available, have implemented, or are considering implementing, data privacy laws and regulations, many of which are similar to the GDPR. Although we attempt to stay current with such developments in the jurisdictions in which we or our subsidiaries operate, our policies and procedures for compliance with data privacy laws and regulations, may not be up-to-date or implemented correctly or our management, employees or agents. thereby not complying with current procedures. Moreover, our third-party agents in foreign jurisdictions may likewise not implement policies and procedures that are the most current for their jurisdiction, thereby creating a risk factor for us. Failure to comply with data privacy laws and regulations may have serious financial consequences. We could face significant sanctions, statutory damages, and damage to our reputation resulting in a material adverse effect on our results of operations, business, or financial condition.

We are subject to government regulation related to security agencies, and our failure or inability to comply with these regulations could materially restrict our operations and subject us to substantial penalties.

We are subject to a number of state occupational licensing laws that apply to private security officers and security agencies. Most states have laws requiring qualification, training and registration of security officers. Any liability we may have from our failure to comply with these regulations may materially affect our business by restricting our operations and subjecting us to substantial penalties. In addition, our current and future operations may be subject to additional regulation as a result of, among other factors, new statutes and regulations and changes in the manner in which existing statutes and regulations are or may be interpreted.

Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees globally.

To succeed, we must recruit, retain, manage and motivate qualified technical and management personnel, and we face significant competition for experienced personnel. We are highly dependent on the principal members of our management. If we do not succeed in attracting and retaining qualified personnel, particularly at the management level, it could adversely affect our ability to execute our business plan and harm our operating results. In particular, the loss of one or more of our executive officers could be detrimental to us if we cannot recruit suitable replacements in a timely manner. We could in the future have difficulty attracting experienced personnel to our company and may be required to expend significant financial resources in our employee recruitment and retention efforts.

Many of the other technology companies that we compete against for qualified personnel have greater financial and other resources, different risk profiles and a longer operating history than we do. They also may provide more diverse opportunities and better prospects for career advancement. Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. If we are unable to continue to attract and retain high-quality personnel, the rate and success at which we develop and commercialize our products and services could be limited and our potential for successfully growing our business could be harmed.

Additionally, we hire various employees, contractors and advisors outside of the United States which presents several risks for our operations. These include compliance challenges with foreign labor and tax laws, potential misclassification of workers and complications around data privacy and international IP ownership. Differences in employment regulations and enforcement across jurisdictions can expose the company to legal and financial liabilities. Moreover, cross-border communication and management can create operational inefficiencies or delays.

Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions.

Our business model contemplates that we will transmit a significant amount of PII through our platform. Privacy and data security have become significant issues in the United States and in other jurisdictions where we may offer our video surveillance solutions. The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly and is likely to remain uncertain for the foreseeable future. Federal, state and foreign government bodies and agencies have in the past adopted, or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal or identifying information obtained from customers and other individuals. In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. Because the interpretation and application of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in a manner inconsistent with our existing privacy and data management practices. As we expand into new jurisdictions or verticals, we will need to understand and comply with various new requirements applicable in those jurisdictions or verticals.

To the extent applicable to our business or the businesses of our customers, these laws, regulations and industry standards could have negative effects on our business, including by increasing our costs and operating expenses, and delaying or impeding our deployment of new core products or services. Compliance with these laws, regulations and industry standards requires significant management time and attention, and failure to comply could result in negative publicity, subject us to fines or penalties or result in demands that we modify or cease existing business practices. In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standards may adversely affect our customers’ ability or desire to collect, use, process and store PII using our products and services, which could reduce overall demand for them. Even the perception of privacy and data security concerns, whether or not valid, may inhibit market acceptance of our products and services in certain verticals. In particular, some regulatory bodies have recently become more interested in technologies that we employ including artificial intelligence and face recognition. Any of these outcomes could adversely affect our business and operating results.

If our products and services do not achieve broad acceptance both domestically and internationally, we will not be able to achieve our anticipated level of growth. Our revenues are primarily derived from a cloud-based services model for our products and technology. We also receive services revenue from offering physical world services such as drone services, security guard services, Executive Protection (bodyguard) services, security assessments, cyber threat evaluations and similar services. We cannot accurately predict the future growth rate or the size of the market for our products and services. The expansion of the market for our solutions depends on a number of factors, such as:

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the cost, performance and reliability of our products and services and the solutions offered by our competitors;

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customers’ perceptions regarding the benefits of cloud-based video surveillance solutions;

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public perceptions regarding the intrusiveness of Bond’s Preventative Personal Security services.

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public perceptions regarding the confidentiality of private information;

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proposed or enacted legislation related to privacy of information;

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customers’ satisfaction regarding our services; and

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marketing efforts and publicity regarding our solutions.

Even if our products and services gain wide market acceptance, our solutions may not adequately address market requirements and may not continue to gain market acceptance. If cloud-based personal security solutions generally or our solutions specifically do not gain wide market acceptance, we may not be able to achieve our anticipated level of growth and our revenues and results of operations would suffer.

We rely on other companies to provide certain hardware and software solutions for our products.

We depend on certain third-party suppliers and subcontractors to meet our contractual obligations to our customers and conduct our business. While we are not dependent on any one supplier for any of our hardware or software solutions, our ability to meet our obligations to our customers may be adversely affected if one or more suppliers or subcontractors does not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products and services may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide major components and subsystems which meet required specifications and perform to our and our customers’ expectations. If we encounter problems with one or more of these parties and they fail to perform to expectations, it could have a material adverse effect on our business operations and financial condition.

We depend on AWS servers to operate our Bond Preventative Personal Security Platform with online features and our online services. If we were to lose server functionality for any reason, our business may be negatively impacted.

Our business relies on the continuous operation of servers, most of which are owned and operated by AWS and other third parties. Although we strive to maintain more than sufficient server capacity, and provide for active redundancy in the event of limited hardware failure, any broad-based catastrophic server malfunction, a significant service-disrupting attack or intrusion by hackers that circumvents security measures, a failure of disaster recovery service or the failure of a company on which we are relying for server capacity to provide that capacity for whatever reason could degrade or interrupt the functionality of our platform, and could prevent the operation of our platform for both in-person and online experiences.

We also rely on networks operated by third parties to support content on our Bond Preventative Personal Security Platform, including networks owned and operated by other software publishers. An extended interruption to any of these services could adversely affect the use of our platform, which would have a negative impact on our business.

Further, insufficient server capacity could also negatively impact our business. Conversely, if we overestimate the amount of server capacity required by our business, we may incur additional operating costs.

Our technology platform utilizes numerous third-party technologies, systems and subsystems (like Twilio, Bandwidth, ChatGPT etc.). Any disruption to such systems and subsystems could interrupt our business, impact our ability to provide service, harm our reputation, cause us to lose customers and end-users, cause end-users harm (at the hands of perpetrators) that we would hypothetically not be able to detect and address in a timely manner, which could materially and adversely affect our business, financial condition and results of operations.

Our business partially depends on services provided by, and relationships with, various third parties, including Twilio, Bandwidth, cloud hosting, app stores provided by Google Play and Apple, and broadband providers, among others. To this end, when our service providers, cloud hosts and other vendors experience outages, our services will be negatively impacted and alternative resources will not be immediately available. In addition, certain third-party software we use in our operations is currently publicly available free of charge. If the owner of any such software decides to charge users or no longer makes the software publicly available, we may need to incur significant costs to obtain licensing, find replacement software or develop it on our own. If we are unable to obtain licensing, find or develop replacement software at a reasonable cost, or at all, our business and operations may be adversely affected.

We exercise no control over the third-party vendors that we rely upon for our overall technology platform operations, cloud hosting, broadband and software services. If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.

Additionally, we use open-source AI products and services such as ChatGPT that carry several risks that require careful management. Security vulnerabilities may be introduced if the code is not regularly updated or properly reviewed. Since open-source projects are often community-maintained, there may be limited or no formal support when issues arise. Licensing terms can also be unclear or restrictive, potentially leading to legal exposure if not properly understood or followed. Additionally, there may be challenges in ensuring compliance with data protection regulations, especially if the AI models are trained on publicly sourced or unverified datasets. Quality, reliability, and long-term maintenance can also vary significantly across different open-source projects.

Cost of insurance is a significant part of our expenses and it is subject to market fluctuations, as well as to fluctuations due to our track record. This price can therefore increase unexpectedly and our insurance may not adequately cover our future operating risk.

We have insurance to protect our assets, future operations and employees. While we believe our insurance coverage addresses all material risks to which we may be exposed and is adequate and customary according to our current projections for our future operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which we may be exposed. In addition, no assurance can be given that such insurance will be adequate to cover our liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance, our business, results of operations and financial condition could be materially adversely affected. Additionally, the cost of insurance coverage may increase upon the commencement of our operations, such increase may have a negative impact on our business and financial position. Our lack of commercial operating history in an emerging area may make it difficult to obtain insurance policies at competitive rates. Insurance that is otherwise readily available, such as workers’ compensation, general liability, title insurance and directors’ and officers’ insurance, is more difficult for us to find and more expensive because of our involvement in emerging areas. There are no guarantees that we will be able to find insurance coverage at otherwise competitive, or even economically viable terms.

Our online Bond Preventative Personal Security Platform and services offered through our platform may contain defects.

Our online Bond Preventative Personal Security Platform and the services offered through our platform are extremely complex and are difficult to develop and distribute. We have quality controls in place to detect defects in our platform before updates are released. Nonetheless, these quality controls are subject to human error, overriding, and reasonable resource or technical constraints. Further, we have undertaken independent third-party testing, verification or analysis of our data security and privacy controls. Therefore, our platform and quality controls and preventative measures we have implemented may not be effective in detecting all defects in our platform. In the event a significant defect in our platform and associated systems and controls is realized, we could be required to offer refunds, suspend the availability of our services, or expend significant resources to cure the defect, each of which could significantly harm our business and operating results.

We rely on AWS to deliver our offerings to users on our platform, and any disruption of or interference with our use of AWS could adversely affect our business, financial condition, results of operations and prospects.

We currently host our Bond Preventative Personal Security Platform and support our operations using Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services, along with other service providers traditionally used by AWS. We do not, and will not, have control over the operations of the facilities or infrastructure of the third-party service providers that we use. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance will be critical to our success. We have experienced, and we expect that in the future we will experience interruptions, delays, and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our users. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our offerings increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings.

Our commercial agreement with AWS will remain in effect until terminated by AWS or us. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, we must close our account. AWS may also terminate this Agreement immediately upon notice (A) for cause if AWS has the right to suspend under certain circumstances as set forth in the AWS customer agreement, (B) if AWS’ relationship with a third-party partner who provides software or other technology AWS uses to provide the Service Offerings expires, terminates or requires us to change the way AWS provides the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities. In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure service providers. Although alternative providers could host our platform on a substantially similar basis to AWS, transitioning the cloud infrastructure currently hosted by AWS to alternative providers could potentially be disruptive and we could incur significant one-time costs.

Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs and impair our ability to attract new users, any of which could adversely affect our business, financial condition and results of operations.

Certain acquisitions could adversely affect our financial results.

We may pursue strategic acquisitions as part of our business strategy. There is no assurance that we will be able to find suitable acquisition candidates or be able to complete acquisitions on favorable terms, if at all. We may also discover liabilities or deficiencies associated with any companies acquired that were not identified in advance, which may result in unanticipated costs. The effectiveness of our due diligence review and ability to evaluate the results of such due diligence may depend upon the accuracy and completeness of statements and disclosures made or actions taken by the target companies or their representatives. As a result, we may not be able to accurately forecast the financial impact of an acquisition transaction, including tax and accounting charges. In addition, we may not be able to successfully integrate acquired businesses and may incur significant costs to integrate and support acquired companies. Any of these factors could adversely affect our financial results.

Our business may be adversely impacted by additional leverage in connection with acquisitions.

As stated above, we may pursue strategic acquisitions as part of our business strategy. If we are able to identify acquisition candidates, such acquisitions may be financed with a substantial amount of additional indebtedness. Although the use of leverage presents opportunities to increase our profitability, it has the effect of potentially increasing losses as well. If income and appreciation from acquisitions acquired through debt are less than the cost of the debt, the total return will decrease. Accordingly, any event which adversely affects the value of an acquisition will be magnified to the extent we are leveraged and we could experience losses substantially greater than if we did not use leverage.

Increased indebtedness could also make it more difficult for us to satisfy our obligations with respect to any other debt agreements, increase our vulnerability to general adverse economic and industry conditions and require that a greater portion of our cash flow be used to pay indebtedness, which would reduce the availability of cash available for other purposes, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. Our failure to comply with any covenants under such indebtedness could result in an event of default that, if not cured or waived, could result in an acceleration of repayment of other existing indebtedness, which in turn could materially and adversely affect our business and results of operations.

We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives. We are subject to financial reporting and other requirements for which our accounting and other management systems and resources require proper resource allocation.

As a public company we incur, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the federal securities laws, including the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules and regulations subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies, including requirements to file annual, quarterly, and event driven reports with respect to their business and financial condition, and to establish and maintain effective disclosure and financial controls and corporate governance practices. These rules and regulations impose legal and financial compliance costs, make certain activities more time-consuming and costly, and require our management and other personnel to devote a substantial amount of time to compliance initiatives. These rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm, beginning next year 2027. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 of the Sarbanes-Oxley Act, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. We will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we, nor our independent registered public accounting firm will be able to conclude within the prescribed time frame that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. We could also become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

As a public company, we are also required to maintain disclosure controls and procedures. Disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. We believe a control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our services, which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government has and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain goods imported into the United States. There is also a concern that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war, which may adversely affect the global economy and businesses of our clients, which, in turn, would also adversely affect demand for our services. A downturn in the global economy or the economies of countries in which we or our clients operate as a result of any trade dispute could adversely affect our business, financial condition and results of operations. Although we do not directly engage in international trade business, our customers may be affected by the imposition of barriers to trade or escalation of trade disputes.

If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of the date of this prospectus, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries, which of our customers may be subject to such actions, or what actions may be taken by the other countries in retaliation.

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

●	others may be able to develop products and services that are similar to our product candidates but that are not covered by the claims of the patents that we own or license;

●	we or our licensors or future collaborators might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own or license;

●	we or our licensors or future collaborators might not have been the first to file patent applications covering certain of our inventions;

●	others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

●	it is possible that our licensors’ pending patent applications will not lead to issued patents;

●	issued patents that we own or license may be held invalid or unenforceable, as a result of legal challenges by our competitors;

●	our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

●	we may not develop additional proprietary technologies that are patentable;

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we cannot predict the scope of protection of any patent issuing based on our patent applications, including whether the patent applications that we own or in-license will result in issued patents with claims that cover our product candidates or uses thereof in the United States or in other foreign countries;

●	the claims of any patent issuing based on our patent applications may not provide protection against competitors or any competitive advantages, or may be challenged by third parties;

●	if enforced, a court may not hold that our patents are valid, enforceable and infringed;

●	we may need to initiate litigation or administrative proceedings to enforce and/or defend our patent rights which will be costly whether we win or lose;

●	we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent application and obtain an issued patent covering such intellectual property;

●	we may fail to adequately protect and police our trademarks and trade secrets; and

●	the patents of others may have an adverse effect on our business, including if others obtain patents claiming subject matter similar to or improving that covered by our patents and patent applications.

Should any of these events occur, they could significantly harm our business, results of operations and prospects.

Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common shares to decline.

During the course of any intellectual property litigation, there could be public announcements of the initiation of the litigation as well as results of hearings, rulings on motions, and other interim proceedings in the litigation. If securities analysts or investors regard these announcements as negative, the perceived value of our existing product candidates, programs or intellectual property could be diminished. Such announcements could also harm our reputation or the market for our future product candidates, which could have a material adverse effect on our business.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In addition to the protection afforded by other types of intellectual property, we rely on the protection of our trade secrets, including unpatented know-how, technology and other proprietary information to maintain our competitive position. Although we have taken steps to protect our trade secrets and unpatented know-how, including entering into confidentiality agreements with third parties (including, but not limited to, contractors, collaborators, and outside scientific advisors), and confidential information and inventions agreements with employees, consultants, licensors and advisors, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We require our employees to enter into written confidentiality agreements that assign to us any inventions, developments, creative works and useful ideas of any description that are conceived of, reduced to practice or developed in the course of their employment. In addition, we require our third-party contractors to enter into a written non-disclosure agreement that requires the third party to not disclose certain of our confidential information in any manner or for any purpose other than as necessary and/or appropriate in connection with their obligations for a defined period of time, subject to certain exclusions. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. We may need to share our proprietary information, including trade secrets, with our current and future business partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors.

Moreover, third parties may still obtain this information or may come upon this or similar information independently, and we would have no right to prevent them from using that technology or information to compete with us. If any of these events occurs or if we otherwise lose protection for our trade secrets, the value of this information may be greatly reduced and our competitive position would be harmed. If we or our licensors do not apply for patent protection prior to such publication or if we cannot otherwise maintain the confidentiality of our proprietary technology and other confidential information, then our ability to obtain patent protection or to protect our trade secret information may be jeopardized.

We may be subject to claims that our employees have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers.

If our efforts to build a strong brand identity and maintain a high level of user satisfaction and loyalty are unsuccessful, we may not be able to attract or retain users, and our operating results may be adversely affected.

We must continue to build and maintain a strong brand identity. User awareness of, and the perceived value of, our brand will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality user experience. Failure to provide our users with high-quality reservation and experiences for any reason could substantially harm our reputation and adversely affect our efforts to develop as a trusted brand. To promote our brand, we have incurred and expect to continue to incur substantial expense related to advertising and other marketing efforts, but we cannot be sure that this investment will be profitable.

From time to time, our users express dissatisfaction with our service levels. To the extent dissatisfaction with our service is widespread or not adequately addressed, our reputation could be harmed, and our efforts to develop the company’s name as a trusted brand would be adversely impacted. If our efforts to promote and maintain our brand are unsuccessful, our operating results and our ability to attract and retain users may be adversely affected.

Risks Related to our Management and Control Persons

We will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules upon the Direct Listing because our insiders will beneficially own more than 50% of the voting power of our outstanding voting securities.

Upon completion of this Offering, our founder and Chief Executive Officer, Doron Kempel, together with certain management officers will collectively beneficially own approximately 96.45% of the voting power of our outstanding voting securities and we are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. In the event that we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors, and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our shares of common stock to be less attractive to certain investors or otherwise harm our trading price. As a result, you would not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Additionally, investors may be prevented from effecting matters involving our Company, including:

●	the composition of our Board and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;

●	any determination with respect to mergers or other business combinations;

●	our acquisition or disposition of assets; and

●	our corporate financing activities.

Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may also adversely affect the trading price of our common stock because investors may perceive disadvantages in owning stock in a Company that is controlled by a small number of stockholders. Although our Company does not intend to utilize the controlled company exemptions to the Nasdaq corporate governance listing standards, if we are eligible to utilize the controlled company exemptions in the future, we may choose to do so. In such instance we would be exempted from, among other things, the requirements to have a board with a majority of independent members and the requirement that we have a nominating and governance committee and compensation committee that are composed entirely of independent directors and have written charters addressing the respective committee’s purpose and responsibilities.

Risks Related to Our Financial Condition and Capital Requirements

We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization efforts.

Our operations have consumed substantial amounts of cash since inception, and we expect our expenses to increase in connection with our ongoing activities. The Company will continue to invest in building out its sales and marketing teams as well as maintain a robust engineering and development team. General and administrative expenses will increase as the cost of maintaining a public company is significantly higher than maintaining a privately held company. Accordingly, we will need to obtain substantial additional funding in order to maintain our continuing operations.

As of December 31, 2025, we had approximately $599,000 in cash on hand and a working capital deficit of approximately $5,703,000, and our anticipated operating requirements for the next twelve months, assuming the maintenance of our current operations, exceed our available capital resources. Our estimate as to how long we expect our existing capital to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.

Our future funding requirements will depend on many factors, including, but not limited to:

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the initiation, progress, timeline, cost and results of our products;

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the cost and timing of manufacturing activities;

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the effect of competing technological and market developments;

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the payment of licensing fees, potential royalty payments and potential milestone payments;

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the cost of general operating expenses; and

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the costs of operating as a public company.

Advancing the development of our product will require a significant amount of capital. In order to fund all of the activities that are necessary to complete the development of our product, we will be required to obtain further funding through equity offerings, debt financings, collaborations and licensing arrangements or other sources, which may dilute our stockholders or restrict our operating activities. Adequate additional funding may not be available to us on acceptable terms, or at all.

Our failure to raise capital as and when needed or on acceptable terms would have a negative impact on our financial condition and our ability to pursue our business strategy, and we may have to delay, reduce the scope of, suspend or eliminate one or more of our research-stage programs, clinical trials or future commercialization efforts, grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves, obtain funds through arrangement with collaborators on terms unfavorable to us or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of our stockholders.

Our ability to sell a substantial amount of common stock in the future under the Equity Line SPA may pose a risk of significant dilution to our existing stockholders.

Under the Equity Line SPA, subject to the limits and conditions of that agreement, we have the contractual ability to sell up to $300 million worth of our Common Stock to Ascent over a three-year period. Any shares of Common Stock we chose to sell under the Equity Line SPA will generally be priced at 96% of the volume-weighted-average-price (“WVAP”) for our Common Stock over the 10 trading days prior to each closing date, subject to downward adjustment based on 96% of the VWAP for our common stock over the 10 trading days subsequent to each closing date. If our stock price were to decrease over time, the price per share we would be able to realize for sales of our common stock under the Equity Line SPA would correspondingly decrease. In the event of a sustained decline in our stock trading price, we may be required to issue a substantial number of additional shares in order to access each additional tranche of funding under the Equity Line SPA, resulting in our existing shareholders experiencing greater dilution upon each additional sale of shares under the equity line facility. Should we decide to issue a significant number of shares under the Equity Line SPA future, particularly at a time when our share price is already declining, a substantial decrease in our share price is likely to result.

We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability.

Our Company was incorporated under the laws of the State of Delaware on April 11, 2017 as a Delaware limited liability company, converted to a Delaware corporation on June 29, 2018 as TG-17, Inc and subsequently, submitted the necessary filings to re-domicile as a Nevada corporation on August 27, 2025 under the name TG-17, Inc. dba Bond. We change our name to Our Bond, Inc. on February 11, 2026. The likelihood of our creation of a successful business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and products. We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses and challenges faced as an emerging growth company.

We have historically operated at a loss, which has resulted in an accumulated deficit.

For the fiscal years ended December 31, 2025 and December 31, 2024, we incurred losses of approximately $10,549,000 and approximately $11,017,000, respectively. There can be no assurance that we will ever achieve profitability. Even if we do, there can be no assurance that we will be able to maintain or increase profitability on a quarterly or annual basis. Failure to do so would continue to have a material adverse effect on our accumulated deficit, would affect our cash flows, would affect our efforts to raise capital and is likely to result in a decline in the value of your investment in our Company.

We anticipate sustaining operating losses for the foreseeable future.

It is anticipated that we will sustain operating losses for the foreseeable future as we expand our team, continue with research and development, and strive to gain customers and gain market share in our industry. Our ability to become profitable depends on our ability to expand our customer base. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products which may impact whether the Company is successful. Furthermore, we may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that we will ever become profitable. If the Company sustains losses over an extended period of time, it may be unable to continue in business.

Raising additional capital may cause dilution to our existing stockholders.

We may seek additional capital through a variety of means, including through equity, debt financings, or other sources. We may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences and anti-dilution protections that adversely affect your rights as a stockholder.

Such financing may also result in the imposition of debt covenants, increased fixed payment obligations or other restrictions that may adversely affect our ability to conduct our business. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that are not favorable to us.

We may not be able to continue as a going concern without additional financing, and if such financing is not available to us or is not available to us on acceptable terms, we may be forced to cease operations.

We have a limited operating history and have incurred recurring losses from operations. For the fiscal years ended December 31, 2025 and 2024, we incurred a net loss of approximately $10,549,000 and approximately $11,017,000, respectively. Our failure to generate sufficient revenues, effectively manage expenses or raise additional capital could adversely affect our ability to achieve our intended business objectives. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

The Company has primarily funded its operations through a combination of equity financing, venture debt, five series of convertible notes and internal cash flows, depending on the stage of its development and strategic goals. In its early stages, the Company relied on seed capital from its founder, followed by capital rounds and venture debt to support its growth and expansion. More recently, operational cash flows have become a more significant source of funding, reducing reliance on external financing.

We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenue.

We derive a significant portion of our revenues from a few major customers. For the year ended December 31, 2025, two customers accounted for 51.20% and 14.34% of our total revenue. There are inherent risks whenever a large percentage of total revenue is derived from a limited number of customers. It is not possible for us to predict the future level of demand for our products and services that will be generated by these customers. If we experience declining or delayed sales from these customers due to market, economic or competitive conditions, we could be pressured to reduce our prices or our customers could decrease the purchase quantity of our products and services, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations. If any one of our largest customers terminates the purchase of our products and services, such termination would materially negatively affect our revenues, results of operations and financial condition. Moreover, our reliance on a limited number of customers may limit our bargaining power and ability to negotiate favorable terms in future contracts. If we are unable to diversify our customer base and reduce our dependence on a small number of customers, our business, operating results, and financial condition could be adversely affected by any negative developments involving these key customers. To mitigate these risks, we are actively seeking to expand our customer base and reduce our reliance on a few significant customers. However, there can be no assurance that we will be successful in these efforts, and our financial performance may continue to be significantly influenced by our key customers.

Because many of our expenses are fixed, we may be unable to limit our losses if we fail to achieve our forecasted revenue.

We must invest significantly in Command Centers and engineering staff and personal security agents to continue our operations. This build-up before actual reservations exposes us to significant up-front fixed costs. If market demand for our services does not increase as quickly as we have anticipated, or if there is a rapid and unexpected decline in demand for our services, we may be unable to offset these fixed costs and to achieve economies of scale, and our operating results may be adversely affected because of high operating expenses, reduced margins, underutilization of capacity and asset impairment charges.

Risks Related to This Offering and Ownership of Our Common Stock

It is not possible to predict the actual number of shares we will sell under the Equity Line SPA, or the actual gross proceeds resulting from those sales. We may not have access to the full amount available under the Equity Line SPA with Ascent.

On October 27, 2025, we entered into the Equity Line SPA with Ascent, pursuant to which Ascent committed to purchase up to $300 million in shares of our Common Stock, at our direction from time to time after the date of this prospectus, subject to the satisfaction of the conditions in the Equity Line SPA. Sales of Common Stock by us to Ascent, if any, will be subject to certain limitations, and may occur from time-to-time in our sole discretion, over the period commencing once certain customary conditions are satisfied, including securing effectiveness of the resale registration statement with the Commission and ending on February 4, 2029.

Sales of our Common Stock to Ascent under the Equity Line SPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Ascent all or a portion of the shares of our Common Stock that may be available pursuant to the Equity Line SPA or decide to not sell to Ascent any shares of our Common Stock that may be available for us to sell to Ascent pursuant to the Equity Line SPA.

Because the purchase price per share to be paid by Ascent for the shares of our Common Stock that we may elect to sell to Ascent under the Equity Line SPAs will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period for each purchase, it is not possible for us to predict, the number of shares of our Common Stock that we will sell to Ascent, the purchase price per share that Ascent will pay for shares purchased from us, or the aggregate gross proceeds that we will receive from those purchases by Ascent under the Equity Line SPA.

Any issuance and sale by us under the Equity Line SPA of a substantial amount of shares of our Common Stock that are being registered for resale by Ascent could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for resale by Ascent is dependent upon the number of shares of our Common Stock we ultimately sell to Ascent under the Equity Line SPA.

Our inability to access a portion or the full amount available under the Equity Line SPA, in the absence of any other financing sources, could have a material adverse effect on our business. The extent to which we rely on Ascent as a source of funding will depend on a number of factors including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from Ascent were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our working capital needs. Even if we were to receive all $300 million in gross proceeds under the Equity Line SPA, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, there could be a material adverse effect on our business, operating results, financial condition and prospects.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Equity Line SPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Ascent. If and when we do elect to sell shares of our Common Stock to Ascent under the Equity Line SPA, after Ascent has acquired such shares, Ascent may resell all or a portion of such shares from time to time in its discretion and at different prices. As a result, investors who purchase shares from Ascent at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Ascent as a result of future sales made by us to Ascent at prices lower than the prices such investors paid for their shares.

Our Common Stock currently is listed on Nasdaq and the market price of shares of our Common Stock may be volatile.

Our Common Stock is listed and traded on Nasdaq and we cannot predict the prices at which our Common Stock will trade on Nasdaq, and the market price of our Common Stock fluctuate significantly in response to various factors, some of which are beyond our control.

The public price of our Common Stock is subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

●	changes in the industries in which we operate;

●	actual or anticipated fluctuations in our quarterly or annual operating results;

●	publication of research reports by securities analysts about us or our competitors or our industry;

●	the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

●	our failure or the failure of our potential competitors to meet analysts’ projections or guidance that we or our potential competitors may give to the market;

●	additions and departures of key personnel;

●	changes in laws and regulations affecting our business;

●	commencement of, or involvement in, litigation involving us;

●	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

●	the volume of shares of our Common Stock available for public sale; and

●	general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

If we cannot meet the continued listing requirements of Nasdaq, Nasdaq may delist our securities.

As a public company, we are subject to the reporting requirements and the rules and regulations of the applicable listing standards of Nasdaq. If we fail to maintain compliance with the continued listing standards of Nasdaq, our securities may be delisted, which could negatively affect the market price and liquidity of our securities. In such a case, we may seek to regain compliance by implementing a number of available options. If in the future our securities are delisted from Nasdaq, we could face significant material adverse consequences, including: limited availability of market quotations for our securities; reduced liquidity for our shares; a determination that our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our shares; a limited amount of news and analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future. In addition, as long as our shares are listed on Nasdaq, U.S. federal law prevents or preempts the states from regulating their sale, although the law does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares.

Future sales of Common Stock by our Selling Stockholders and other existing stockholders could cause our share price to decline.

As described herein, certain shares of our Common Stock outstanding as of the date hereof, as well as shares issuable to Ascent under the Equity Line SPA and as dividends payable on outstanding shares of Series C Preferred Stock and Series D Preferred Stock, will be registered under this registration statement. There can be no assurance that the Selling Stockholders and other existing stockholders will not sell all of their shares of Common Stock, resulting in an oversupply of our Common Stock on Nasdaq. In the case of a lack of supply of our Common Stock, the trading price of our Common Stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. In the case of a lack of market demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our Common Stock may not be sustained, which could significantly depress the public price of our Common Stock and/or result in significant volatility, which could affect your ability to sell your shares of Common Stock.

You may be diluted by future issuances of preferred stock or additional Common Stock in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we adopted articles of incorporation which authorize us to issue shares of Common Stock, preferred stock, and options, rights, warrants and appreciation rights relating to our Common Stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of shares of Common Stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our Common Stock.

The future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our Common Stock, either by diluting the voting power of our Common Stock if the preferred stock votes together with the Common Stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our Common Stock.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors in the Common Stock may not wish to purchase Common Stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion price, causing economic dilution to the holders of Common Stock.

Because we have no current plans to pay cash dividends on our Common Stock, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our Common Stock may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the Common Stock you purchase in this offering will be your sole source of gain for the foreseeable future.

We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

It is possible that some investors will find our Common Stock less attractive as a result of the foregoing, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.

Our articles of incorporation provide for an exclusive forum in a state court located within the State of Nevada for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our articles of incorporation provides that, unless we consent in writing to the selection of an alternative forum, a state court located within the State of Nevada and, to the extent enforceable, the federal district courts of the United States of America will be the exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our articles of incorporation provide that, unless we consent in writing to the selection of an alternative forum, a state court located within the State of Nevada (or, if a state court located within the State of Nevada does not have jurisdiction, the federal district court for the State of Nevada) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action arising pursuant to any provision of the Nevada Revised Statutes, our articles of incorporation or our bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our articles of incorporation provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act. While the Nevada courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our articles of incorporation, but there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our articles of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

We have not agreed to indemnify the Selling Stockholders for claims arising in connection with sales of our Common Stock in this offering, however, claims for indemnification by our directors and officers may reduce the amount of money available to us.

We have not agreed to indemnify the Selling Stockholders for claims arising in connection with sales of our Common Stock under this prospectus. However, our articles of incorporation provide that our directors and officers will be indemnified by us to the fullest extent permitted by Nevada law. In addition, as permitted by NRS 78.7502 and NRS 78.751, our articles of incorporation and any indemnification agreements that we enter into with our directors and officers following the effectiveness of the registration statement of which this prospectus forms a part:

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we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Nevada law;

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Nevada law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

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we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

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we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

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we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and

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we may not retroactively amend our articles of incorporation provisions to reduce our indemnification obligations to directors, officers, employees, and agents.

While we have procured directors’ and officers’ liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all potential claims for indemnification, and may not be adequate to indemnify us for all liability. Large indemnity payments to our directors and officers in excess of any available insurance would materially adversely affect our business, financial condition, and results of operations.

General Risks

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.

Securities research analysts may establish and publish their own periodic projections for our Company. These projections may vary widely and may not accurately predict the results we actually achieve. The price of our Common Stock may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.

Our internal computer systems, or those of any of our manufacturers, contractors, consultants, collaborators or potential future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations.

Despite the implementation of security measures, our internal computer systems and those of our current and any future manufacturers, contractors, consultants, collaborators and third-party service providers, are vulnerable to damage from computer viruses, cybersecurity threats, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failure. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. Some of the federal, state and foreign government requirements include obligations of companies to notify individuals of security breaches involving particular personally identifiable information, which could result from breaches experienced by us or by our vendors, contractors or organizations with which we have formed strategic relationships. Notifications and follow-up actions related to a security breach could impact our reputation, cause us to incur significant costs, including legal expenses and remediation costs. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data, or inappropriate disclosure of confidential or proprietary information, we could be exposed to litigation and governmental investigations, the further development and commercialization of our product candidates could be delayed, and we could be subject to significant fines or penalties for any noncompliance with certain state, federal and/or international privacy and security laws.

In the ordinary course of our business, we may process, collect, store, and transmit proprietary, confidential, and sensitive data, including de-identified personal data, intellectual property, proprietary business information and trade secrets (collectively, sensitive information). We may rely upon third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, third-party providers of information technology infrastructure, cloud-based infrastructure, encryption and authentication technology, employee email, content delivery to customers, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. We may share or receive sensitive information with or from third parties.

Cyber-attacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect. These threats come from a variety of sources, including traditional computer “hackers,” “hacktivists,” threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, disruption of clinical trials, loss of data (including data related to clinical trials), and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support us and our services.

Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers, and devices outside our premises or network, including working at home, while in transit and in public locations.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

We may expend significant resources or modify our business activities to try to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

While we have established physical, electronic and organizational security measures to safeguard and secure our systems against security incidents, and rely on commercially-available systems, software, tools, and monitoring to provide security for our information technology systems and the processing, transmission and storage of digital information, there can be no assurance that these measures will be effective. We may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Despite our efforts to identify and address vulnerabilities, if any, in our information technology systems, our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences. These consequences may include: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may cause customers to stop using our products, deter new customers from using our products, and negatively impact our ability to grow and operate our business.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Our insurance policies may not be adequate to compensate us for the potential losses arising from any such disruption, failure or security breach. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention.

Our operations are vulnerable to interruption by fire, severe weather conditions, power loss, telecommunications failure, terrorist activity and other events beyond our control, which could harm our business.

Our Command Centers may be located in regions which experience severe weather from time to time. We have not undertaken a systematic analysis of the potential consequences to our business and financial results from a major tornado, flood, fire, earthquake, power loss, terrorist activity or other disasters and do not have a recovery plan for such disasters. In addition, we do not carry sufficient insurance to compensate us for actual losses from interruption of our business that may occur, and any losses or damages incurred by us could harm our business. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following independent industry publications or reports:

● Fortune Business Insights, Private Security Market to Worth USD 338.23 Billion by 2030 With a 5.3% CAGR, (September 2023) https://www.globenewswire.com/news-release/2023/09/07/2739132/0/en/Private-Security-Market-to-Worth-USD-338-23-Billion-by-2030-With-a-5-3-CAGR.html

In Bond’s view it is creating a new segment of preventative personal security that is effective and accessible via the smart phones and smart watches of the end-users. Hence, the total available market is a factor of people with smart phones (and even smart watches). The ability of Bond to capture market share will depend on the competitive landscape and Bond’s ability to efficiently influence institutions and end-users to adopt the services.

Bond’s services are applicable for any individual with a smartphone.

● Priori Data, How Many People Own Smartphones in the World? (2024-2029) (January 2025), https://prioridata.com/data/smartphone-stats/

Bond’s current route to market is B2B, implying selling to corporations who buy the service on behalf of their employees

● Statista, Monthly employment level of the United States from October 2022 to October 2024 (in millions, seasonally adjusted) (November 2024) https://www.statista.com/statistics/209123/seasonally-adjusted-monthly-number-of-employees-in-the-us/

● Statista, Number of employees worldwide from 1991 to 2023, by gender (in billions, with a forecast until 2025) (May 2025) https://www.statista.com/statistics/1258668/global-employment-figures-by-gender/

● U.S. Department of Labor, Occupational Safety and Health Administration, Business Case for Safety and Health (https://www.osha.gov/businesscase)

● Other publicly available reports

The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.

SHARES OFFERED FOR RESALE

On June 25, 2025, we issued an aggregate of 329,671 shares of Series C Preferred Stock with par value of $0.0001, to Ascent Partners Fund LLC (“Ascent”). Series C Preferred Stock has a stated value of $10.00 per share and is convertible to shares of Common Stock at a price of $3.2475 per share, subject to adjustment as provided in the certificate of designation for Series C Preferred Stock. For a description of conversion terms, please refer the section titled “Description of Capital Stock, Series C Preferred Stock.” As of the date of this prospectus, Ascent has converted a total of 277,171 shares of Series C Preferred Stock to a total of 1,367,742 shares of common stock. As of the date of this Prospectus, 52,500 shares of Series C Preferred Stock remain issued and outstanding.

From October 27, 2025 through February 4, 2026, we issued an aggregate of 549,451 shares of Series D Preferred Stock to Ascent. Series D Preferred Stock, which has a stated value of $10.00 per share, is convertible to common stock at a price of $12.35 per share, subject to adjustment as provided in the certificate of designation for the Series D Preferred Stock. For a description of conversion terms, please refer the section titled “Description of Capital Stock, Series D Preferred Stock.” As of the date of this prospectus, Ascent has converted a total of 24,000 shares of Series D Preferred Stock to a total of 19,434 shares of common stock. As of the date of this Prospectus, 525,451 shares of Series D Preferred Stock remain issued and outstanding.

Under the certificates of designations for Series C Preferred Stock and Series D Preferred Stock, the holders are entitled to a monthly dividend at a rate of 8% of the stated value, which commenced accumulating on the initial issuance dates and is computed on the basis of 360-day year and twelve (12) 30-day months. At our option, dividends due on Series C Preferred Stock and Series D Preferred Stock may be paid by the issuance of shares of our Common Stock valued at the relevant conversion prices.

The Equity Line SPA provides for the sale to Ascent of up to $300,000,000 worth of Common Stock. As of February 11, 2026, we have not issued any shares under the Equity Line SPA. Additionally, under the Equity Line SPA, we have agreed to issue 970,874 shares of Common Stock to Ascent as consideration for entering into the Equity Line SPA.

The shares offered for resale under this Prospectus consist of: (1) a total of up to 7,081,781 shares of Common Stock to be issued to Ascent, including (i) shares issuable under the Equity Line SPA, (ii) 970,874 shares of Common Stock to be issued to Ascent as consideration for entering into the Equity Line SPA, and (iii) shares of Common Stock to be issued as dividends to Ascent on outstanding shares of Series C Preferred Stock and Series D Preferred Stock; and (2) 418,219 shares of Common Stock issued as compensation to our financial advisor, Maxim Group LLC.

USE OF PROCEEDS

The Selling Stockholders may, or may not, elect to sell shares of our Common Stock covered by this prospectus. To the extent any Selling Stockholder chooses to sell shares of our Common Stock covered by this prospectus, we will not receive any proceeds from any such sales of our Common Stock. See “Selling Stockholders.”

SELLING STOCKHOLDERS

This prospectus relates to the resale by the Selling Stockholders from time to time of up to 7,500,000 shares of our Common Stock, consisting of (1) a total of up to 7,081,781 shares of Common Stock to be issued to Ascent, including (i) shares issuable under the Equity Line SPA, (ii) 970,874 shares of Common Stock to be issued to Ascent as consideration for entering into the Equity Line SPA, and (iii) shares of Common Stock to be issued as dividends to Ascent on the Series C Preferred Stock and the Series D Preferred Stock; and (2) 418,219 shares of Common Stock issued as compensation to our financial advisor, Maxim Group LLC.

The Selling Stockholders may from time to time offer and sell any or all of the Common Stock set forth below pursuant to this prospectus. When we refer to the “Selling Stockholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Stockholders’ interest in the common stock other than through a public sale.

The following table sets forth, as of February 11, 2026, the names of the Selling Stockholders, the aggregate number of shares of Common Stock held by each Selling Stockholder immediately prior to the sale of the Common Stock in this offering, the number of shares of Common Stock that may be sold by each Selling Stockholder under this prospectus and the number of shares of Common Stock that each Selling Stockholder will beneficially own after this offering, assuming the sale of all shares offered under this Prospectus.

Maxim Partners LLC, a Registered Stockholder in this offering (“Maxim Partners”), is an affiliate of Maxim Group LLC, a registered broker-dealer. Maxim Partners acquired its shares offered for resale in the ordinary course of business and, at the time of its purchase of the shares offered for resale, Maxim Partners had no agreements or understandings, directly or indirectly, with any person to distribute the shares. We have no knowledge, based on the information available to us, of any other broker-dealers, or affiliates thereof, who are Selling Stockholders. In addition, we have no knowledge of any agreements or understandings, direct or indirect, between any Selling Stockholder and any other person to distribute any of the shares offered for resale hereunder.

We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such Common Stock. In addition, the Selling Stockholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Common Stock in transactions exempt from the registration requirements of the Securities Act.

Beneficial ownership is determined in accordance with the rules of the SEC. Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within sixty (60) days through the exercise of options or warrants or conversion of preferred stock or convertible debt. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole voting and investment power with respect to the shares of common stock shown as beneficially owned by such Registered Stockholder, except as otherwise indicated in the footnotes to the table.

The Selling Stockholders have had no material relationship with us within the past three (3) years other than as described in the footnotes to the table below or as a result of their acquisition of our shares or other securities.

Name of Selling Holder	Number of Shares of Common Stock Beneficially Owned Prior to Offering		Number of Shares Registered for Sale		Number of Shares of Common Stock Beneficially Owned After Offering
Ascent Partners Fund LLC ⁽¹⁾		2,294,469		7,081,781		1,951,083	(3)
Maxim Partners LLC ⁽²⁾		418,219		418,219		0

(1) The Equity Line SPA provides (i) for the sale of up to $300,000,000 worth of Common Stock to Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), and (ii) 970,874 shares of Common Stock to be issued to Ascent as consideration for entering into the Equity Line SPA. Ascent beneficially owns the shares listed on this table. Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Capital Holdings LLC (“DCH”) and Dominion Capital GP LLC (“Dominion GP”), each a Delaware limited liability company, Dominion Capital LLC (“DC”), a Connecticut limited liability company, Ascent Partners LLC (“AP”), a Delaware limited liability company and Ascent. DCH manages DC, Dominion GP, AP and Ascent. Dominion GP manages DC, AP and Ascent. DC manages AP and Ascent. Alon Brenner manages Masada Group Holdings LLC (“Masada”), a Florida limited liability company, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the shares beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, DCH, Dominion GP, DC, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares beneficially owned by Ascent and the other companies they are listed above as managing. However, due to a limitation on conversion specified in the certificate of designation of Series C Preferred Stock and Series D Preferred Stock, Ascent cannot convert shares if such conversion would result in Ascent beneficially owning more than 9.99% of the total outstanding shares of Common Stock following the conversion.

(2) 418,219 shares of Common Stock are owned by Maxim Partners LLC (“Maxim”), over which Mr. Cliff Teller has sole voting and investment control. Mr. Teller disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These were issued pursuant to a services agreement between the Company and Maxim by way of private placement.

(3) For the avoidance of doubt, Ascent beneficially owns 25,976,437 shares of Common Stock which includes (A) 259,068 shares of Common Stock issuable upon conversion of 52,500 shares of Series C Preferred Stock; (B) 300,000 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series C Preferred Stock offering; (C) 425,467 shares of Common Stock issuable upon conversion of 525,451 shares of Series D Preferred Stock; and (D) 24,991,902 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series D Preferred Stock offering. However, the Certificate of Designation for the Series C Preferred Stock and Series D Preferred Stock contain a beneficial ownership limitation on conversion of the Series C Preferred Stock and Series D Preferred Stock in excess of 9.99% of the Common Stock. The number of shares of common stock beneficially owned after this offering reflects the 9.99% beneficially ownership limitation.

DIVIDEND POLICY

We have never declared or paid dividends on our Common Stock. We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any dividends on our Common Stock in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay dividends on our Common Stock may also be limited by the terms of any future debt securities or credit facility.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2025.

This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus. In addition, the following capitalization table presents our capitalization as of December 31, 2025 on (a) an actual basis and (b) a pro forma basis to give effect to our issuance of: (i) 324,176 shares of Series D Convertible Preferred stock for a total net consideration of $2,679,000, after issuance costs; (ii) the conversion of 3,580,499 shares of Non-voting Common Stock to Common Stock (iii) the conversion of 682,770 shares of Series E Preferred Stock to 1,477,857 shares of common stock (iv) the conversion of 277,171 shares of Series C preferred stock to 1,367,742 shares of Common Stock; (v) the conversion of 24,000 shares of Series D preferred stock to 19,433 shares of Common Stock; (vi) the exercise of warrants to purchase 1,045,200 shares of Common Stock for a total net consideration of $3,470,000; (vii) the conversion of 2,263,088 shares of Series B-1 and B-2 Preferred shares to Common Stock; and (viii) the issuance of 603,098 of Common Stock for a total consideration of 2,035,000 in each case as if such transactions had occurred as of December 31, 2025.

	As of December 31, 2025			As of December 31, 2025
	Actual			Proforma
(in thousands, except per share numbers)
Debt:
Loan		7,212			7,212
Convertible Revolving Promissory Note (Related Party)		765			765

Total indebtedness		7,977			7,977

Mezzanine Equity
Series C convertible Preferred Stock		2,746			437
Series D convertible Preferred Stock		1,815			4,298
Series E convertible Preferred Stock		6,828			-

Stockholders’ deficit:
Preferred Stock, $0.0001 par value per share; 148,438,108 shares authorized; 17,494,820 shares issued and outstanding and 15,231,732 shares issued and outstanding (Proforma)		2			2
Common Stock, $0.0001 par value per share; 200,000,000 shares authorized; 10,315,901 shares issued and outstanding and 20,672,818 shares issued and outstanding (Proforma)		1			2
Non-Voting Common Stock, $0.0001 par value per share; 50,000,000 shares authorized; 3,580,499 shares issued and outstanding and 0 shares issued and outstanding (Proforma)		0			0

Additional paid-in capital		116,556			131,393
Accumulated other comprehensive income		(70	)		(70	)
Accumulated deficit		(139,152	)		(141,187	)
Total stockholders’ deficit		(22,663	)		(9,860	)

Total Capitalization		(3,297	)		(2,852	)

The number of shares of our Common Stock reflected in our actual information set forth in the table above excludes:

●

25,622,961 shares of Common Stock issuable upon exercise of warrants outstanding as of December 31, 2025; and

●

22,012,624 shares of Common Stock reserved for issuance under our Amended and Restated 2017 Equity Plan, as amended from time to time (the “Amended and Restated Equity Plan”).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Our Bond, Inc. (“Bond,” “we,” “us,” “our” or the “Company”) was originally formed under the laws of the State of Delaware on April 11, 2017. We provide preventative personal security (the “Bond Preventative Personal Security Platform”) powered by artificial intelligence (“AI”). Once activated, the cloud-based Bond Preventative Personal Security Platform provides users with remote protective services via phone app (using its Bond Preventative Personal Security Platform) and with 24/7 support from our Personal Security Agents, who are in Bond Command Centers and can respond rapidly.

We use third party AI tools like ChatGPT internally across the spectrum of our operations. Additionally, we have developed and continue to develop Bond AI capabilities. Bond’s AI (which is currently in production) consists largely of proprietary rule-based systems that assist us in identification of potential anomalies for further review by our agents.

Bond’s vision is to leverage AI to enable personal security services to be more scalable, effective and ultimately affordable for more people. The Bond Preventative Personal Security Platform is designed with that vision, allowing us to incorporate increasing amounts of AI over time as technology advances. The chart below shows some of the key areas where we have incorporated AI, their current state and future plans:

Task	AI currently in use by Bond	AI in R&D

Anomaly detection	Bond-developed rule-based systems based on past data and expert input	Bond-developed machine learning models trained on past anomaly data
Supporting agent decision-making	Third-party AI tools for agent decision support	Implementing a RAG incorporating Bond processes and content with third-party data
Automated translation	Third-party AI tools for translation of services and content	Third-party tools for automated live translation of calls
Automating quality assurance	Automated test suites for code	Automated assessment of live agent performance
AI interviewing, hiring, and training agents	Video interviews and third-party AI assessment to accelerate hiring funnel	Increased use of automation and virtual agents in agent training and onboarding processes
Creation of content that facilitates informing end users about the Bond service and platform	Third-party AI tools for generating and optimizing marketing content, including videos and images	None

Automating of agent administrative tasks	None	Automated transcription, translation, and summarization of cases
Automatically triaging active calls to identify “hot” cases	None	Automated analysis of active calls to flag high-risk cases for supervisor attention
Automatically triaging incoming calls in overload situations	None	Virtual agents that gather information about situations and prioritize cases for human agents
Facial recognition for “bad actors”	None	Integrating third-party facial recognition technology with Bond’s platform
Automating and optimizing customer messaging	None	Automated CRM suites that use AI to customize messaging for each customer
Automating drone response to reported incidents	None	Patented techniques for autonomous drone navigation and collision avoidance

We offer 14 distinct services through our phone app (the “Bond App”) and fully automated Bond Command Centers located around the world, that allow Bond members to choose when and how Bond will keep them secure while preserving their privacy.

The Bond Preventative Personal Security Platform is a multilayered, multifaceted technology platform that incorporates numerous technologies, inputs and outputs to other systems, and third-party information. It allows us to perform a large number of multi-functional activities relative to a large number of end-users/members, with a high level of precision, speed and reliability, as well as affordably, in a manner that is automated. The core functionality includes: (1) “look after” a massively scalable number of members/end-users simultaneously; at their or their guardians request, monitor them, collect data from multiple sources – on the phone of the member, from what Bond historically knows about the member; from what Bond knows about the area/location of the member, from what the member has shared with Bond – in order to detect anomalies in real time; (2) communicate with the member in order to verify their status, potentially engage Bond Personal Security Agents in order to calm, guide, deter or orchestrate help for the member; (3) record and analyze all activities in the Bond sphere, which included on the phones of the end-users, in the Command Centers and through our technology.

Corporate Organization

We conduct our operations through six wholly-owned subsidiaries, organized as follows:

●

TG- 17 (Israel) Ltd. was incorporated in 2017 and provides R&D services to TG-17, Inc. Since 2023 the subsidiary operates also as Command Center for Israel and global users (members).

●

Bond Bodyguard New York, Inc., a New York corporation, was incorporated in 2020 for the sole purpose of obtaining bodyguard licenses in the US. Services are given under TG-17, Inc. Currently, we are licensed in 11 states and submitted application for additional states.

●

TG-17 (UK) Ltd. was incorporated in 2023 to provide services to UK citizens and global members.

●

TG-17 France, was incorporated in 2024 to provide services to French citizens and global members.

●

TG-17 Belgium, a société à responsabilité limitée, was incorporated in 2025 to provide services to Belgium citizens and global members.

	●	TG-17 (Canada) Inc., a corporation subject to the Business Corporations Act (Ontario), was incorporated in 2025 to provide services to Belgium citizens and global members.

	●	TG-17 Brazil Ltda., was incorporated in 2025 to provide services to Brazilian citizens and global members.

	●	TG-17 Mexico., was incorporated in 2025 to provide services to Mexican citizens and global members.

All subsidiaries are 100% controlled/owned by Our Bond, Inc.

Components of Results of Operations

Net Revenues.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation.

The Company provides comprehensive security solutions. The company’s flagship offering is a cloud-based Software-as-a-Service (“SaaS”) that delivers a preventative personal security solution platform. Additionally, the Company offers comprehensive and customized services designed to protect its clients. These services include, but are not limited to, on/off premise guards, assets protection, threat assessment and monitoring and other tailored-made security services. Revenue is recognized either over time or at a point in time, depending on the nature of each customer’s agreement. For its subscription-based SaaS solution delivered through the Company’s platform, revenue is typically recognized over time as services are made available on an on-going basis. In contrast, for performance obligations of services described above other than the SaaS solution, we generally satisfy our obligations vis-à-vis each deliverable as it occurs and is provided to the customer. The customers simultaneously receives and avails the benefits of our services, at which point these performance obligations are deemed to be satisfied.

We group the above services offerings into one broad category which generates all of Company’s revenue through, primarily, the following sales:

	●	B2B (or B2G): selling to private or public institutions who use the services in order to protect their people (employees, students, residents, etc.).
	●	B2B2C: selling to or through corporations so they can sell/subsidize/gift Bond services to their own consumers.
	●	DTC: selling directly to consumers.

The Company combines and accounts for multiple contracts as a single contract when they are negotiated together with the same customer at or near the same time in order to achieve a single commercial objective, or when the contracts are related in other ways.

Transaction price may be comprised of fixed consideration and variable consideration. The Company’s contracts are typically for fixed consideration.

For all contracts with customers that have more than one performance obligation, the Company allocates the transaction price to each separate performance obligation based on the relative SSP of each performance obligation. The SSP is typically the price at which the Company sells service separately to a customer. The best evidence of an SSP, if available, is the observable price charged in similar circumstances and to similar customers. If an SSP is not directly observable, the Company estimates SSP using various observable inputs including historical internal pricing data and cost-plus expected margin analysis due to the limited standalone sales history.

For the year ended December 31, 2025, the Company demonstrated annual recurring revenue (“ARR”) of approximately $10 million and total bookings of $10.6 million. For the year ended December 31, 2024, the Company demonstrated ARR of approximately $9.7 million and total bookings of $10.3 million. The Company’s use of ARR as a metric to measure customer demand and growth, and the use of booking values act as an indicator of customer engagement, including new sales and renewals. These figures highlight consistent growth and increasing customer demand.

Total bookings represent the aggregate dollar value of all customer contracts executed during a given period, inclusive of both recurring subscription and service commitments and any associated one-time fees (e.g., implementation, setup or training). Bookings are expressed based on the total committed contract value, regardless of the timing of invoicing or revenue recognition under U.S. GAAP. We calculate ARR using a trailing actuals method to provide a conservative measure of recurring revenue. Specifically, we determine average Monthly Recurring Revenue (“MRR”) based on actual recurring revenue recognized over the prior 12 months and multiply that amount by 12 to derive ARR. This method smooths short-term fluctuations and reflects actual earned recurring revenue rather than forward-looking projections. ARR excludes one-time fees, usage-based overages, and non-recurring revenues. No adjustments are made for potential future churn, upgrades, or downgrades beyond the actual results in the trailing period.

Cost of Services Sold.

Cost of Services sold primarily consists of our Command Center operations and other rendered services that we outsource to third-party for particular security services offering. As a subscription-based business, our model emphasizes scalability so that most costs do not increase linearly with revenue growth.

Operating Expenses.

Operating expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to the administrative functions of the Company, research and development expenses, which consist primarily of product development costs and salaries, and sales and marketing expenses, which represent advertising and direct marketing costs, as well as the associated personnel costs.

Results of Operations

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

Net Revenues

The majority of our net revenues for the years ended December 31, 2025 and 2024, were generated from our B2B services. For the year ended December 31, 2025, 15.32% of our revenue was generated from cloud-based SaaS services, while 84.68% came from our physical service offerings. This compares to 14.71% and 85.29%, respectively, for the year ended December 31, 2024.

Total revenue increased by $236, or approximately 2.4% to $9,972 for the year ended December 31, 2025, compared to approximately $9,736 for the year ended December 31, 2024. This increase is due to expansion of our customer base and higher demand for our security services during the year ended December 31, 2025 compared to the same period in 2024.

Cost of Services Sold.

Our cost of services sold increased slightly by $380, or approximately 4.21% to $9,406 for the year ended December 31, 2025 compared to $9,027 for the year ended December 31, 2024. This modest change is not considered significant and primarily reflects the Company’s continued global expansion and the use of outsourced services to support its growth initiatives.

	Year Ended December 31,
	2025		2024
Command Center Operations	$	2,422	$	2,103
Security Services	$	6,984	$	6,924
	$	9,406	$	9,027

Operating Expenses.

Our operating expenses for the year ended December 31, 2025 and 2024 were as follows:

	Year Ended December 31,
	2025		2024
General and Administrative	$	5,971	$	6,162
Research and Development	$	2,526	$	2,713
Sales and Marketing	$	1,321	$	1,417
	$	9,818	$	10,292

Our operating expenses for the year ended December 31, 2025, were approximately $9,818 compared to approximately $10,292 for the year ended December 31, 2024, a decrease of approximately $474 or approximately 4.6%.

Net Profit/Loss

As a result of the foregoing, the Company suffered a net loss of $10,549 for the year ended December 31, 2025, compared to a net loss of $11,017 for the year ended December 31, 2024, a difference of approximately 4.25%.

Off-Balance Sheet Arrangements

As of March 31, 2025 we have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

Overview

Since inception, we have funded our operations primarily through proceeds from sales of our capital stock and, to a lesser extent, cash flow generated from operating activities. Based on our current operating plan, we believe that our existing cash and cash equivalents, together with anticipated cash generated from operations, will support our working capital and capital expenditure requirements for the near term.

Our future capital requirements will depend on many factors, including the pace of growth in our customer base, the timing and extent of investments in our platform and services, expansion of our sales and marketing activities, and general economic conditions. To support our operations and growth initiatives, the Company expects to obtain additional capital through equity financing and other financing instruments that have been arranged or are available to the Company.

Summary of Cash Flows

The following table summarizes our cash flows for the year ended December 31, 2025 and 2024.

(in thousands)	Year Ended December 31,
	2025			2024

Net cash (used in) operating activities	$	(6,922	)	$	(8,157	)
Net cash (used in) investing activities		(34	)		(62	)
Net cash provided by financing activities		6,943			7,540
Effect of exchange rate changes on cash		(114	)		(32	)
Cash and cash equivalents at end of period	$	599		$	726

Operating Activities.

We continue to experience negative cash flows from operations as we expand our business. Our cash flows from operating activities are significantly affected by our cash investments to support the growth of our business in areas such as product and service development, such as engineering resources needed to maintain and refresh the technology platform, the Command Center operations, and selling, general and administrative. Our operating cash flows are also affected by our working capital needs to support growth and fluctuations in personnel-related expenditures, accounts payable and other current assets and liabilities.

Net cash used in operating activities for the year ended December 31, 2025 was approximately $6,922 which reflects our net loss of $10,549. Net cash used in operating activities for the year ended December 31, 2024 was approximately $8,157 which reflects our net loss of $11,017.

Investing Activities

Our investing activities have consisted primarily of the purchases of assets and equipment. We have invested in assets and equipment to support our Command Center growth.

Net cash used in investing activities for the year ended December 31, 2024 was approximately $34 which was entirely attributable to purchases of IT and other Electronic equipment. Net cash used in investing activities for the year ended December 31, 2024 was approximately $62 which was entirely attributable to purchases of IT and other Electronic equipment.

Financing Activities

In November 2023, the Company completed the initial closing of its Series B Preferred Stock financing. Following the initial closing, the Company completed additional closings in early 2024, issuing 2,050,895 additional shares of Series B-1 Preferred Stock for total consideration of $3,000,000 at a price of $1.462533 per share.

Issuance of Series CF-1 Preferred Stock

On June 21, 2024, the Company entered into a listing agreement, under regulation Crowdfunding (also known as Reg CF), whereby the Company agrees to sell securities to eligible investors through the funding portal through special purpose vehicle. The offering was closed on April 30, 2025, and the Company had raised a total of $2,032,000 and issued 957,102 shares of Series CF-1 Preferred Stock with par value of $0.0001 each, at a price per stock of $2.12343. The total fees recorded as of September 30, 2025 were $143.

On September 2024, in parallel to Reg CF and under the same terms, the Company started to offer and sell securities under rule 506(c) of regulation D to accredited investors. The offering was closed on June 17, 2025, we issued an aggregate of 2,411,364 shares of Series CF-1 Preferred Stock for gross proceeds of $5,120,342.

Issuance of Series F Preferred Stock

On June 19, 2025, we issued an aggregate of 10,000 shares of Series F Preferred Stock with par value of $0.0001 to Doron Kempel in exchange for his surrender of 3,334 shares of Common Stock.

Issuance of Series C Preferred Stock

On June 25, 2025, we issued an aggregate of 329,671 shares of Series C Preferred Stock with par value of $0.0001, together with warrants to purchase 1,333,335 shares of Common Stock, for an aggregate consideration of $3,000,000 to Ascent Partners Fund LLC. The warrants are exercisable at a price of $3.2475 per share, with expiration dates as follows: 333,334 warrants have an expiration date of eight (8) months, 333,334 warrants have an expiration date of sixteen (16) months, and 666,667 warrants have an expiration date of two (2) years from the issuance date.

Issuance of Series CF-2 Preferred Stock

On July, 2025, the Company entered into a listing agreement, under regulation Crowdfunding (also known as Reg CF), whereby the Company agreed to sell securities to eligible investors through the funding portal through special purpose vehicle. The offering was closed on September 5, 2025, and the Company had raised a total of $819,000 and issued 212,033 shares of Series CF-2 Preferred Stock with par value of $0.0001 each, at a price per share of $2.12343. The total fees recorded as of September 30, 2025 were $56.

Our net cash provided by financing activities for the year ended December 31, 2025 was approximately $6,943 compared to approximately $7,540 for the year ended December 31, 2024, a decrease of approximately $597 or 8%.

Issuance of Series D Preferred Stock

On October 27, 2025, we issued an aggregate of 109,891 shares of Series D Preferred Stock, together with warrants to purchase 25,000,000 shares of Common Stock, for an aggregate consideration of $1,000,000 to Ascent. The warrants are exercisable at a price of $12.35 per share, with expiration dates as follows: 16,000,000 warrants have an expiration date of nine (9) months, 3,000,000 warrants have an expiration date of sixteen (16) months, and 6,000,000 warrants have an expiration date of two (2) years from the issuance date. On December 1, 2025, we issued 32,967 additional shares of Series D Preferred Stock to Ascent for additional consideration of $300,000. On December 12, 2025, we issued 49,451 additional shares of Series D Preferred Stock for additional consideration of $450,000. On December 22, 2025, we issued 32,967 additional shares of Series D Preferred Stock to Ascent for additional consideration of $300,000.

The following table summarizes our financing activities for the year ended December 31, 2025 and 2024.

(in thousands)	Year Ended December 31,
	2025			2024
Proceeds from Related Party Loans	$	451		$	1,195
Payments as part of Related Party Loans	$	(1,605	)	$	(910	)
Issuance of Series B-1 Preferred Stock		-		$	3,000
Issuance of Series CF Preferred Stock		2,799		$	4,352
Issuance of Series CF Preferred Stock fundraising fees		(46	)	$	(97	)
Issuance of Series CF-2 Preferred Stock		819			-
Issuance of Series CF-2 Preferred Stock fundraising fees		(57	)		-
Issuance of Series C convertible preferred stock		3,000			-
Issuance of Series C convertible preferred stock - issuance costs		(254	)		-
Issuance of Series D convertible preferred stock		2,050			-
Issuance of Series D convertible preferred stock - issuance costs		(126	)		-
Cash dividends paid		(88	)		-
	$	6,943		$	7,540

Equity Line Financing Agreement

Also on October 27, 2025, we entered into a Securities Purchase Agreement with Ascent that provides for the sale to Ascent of up to $300,000,000 worth of our common stock (the “Equity Line SPA”). Under the terms of the Equity Line SPA, as amended, we will have the right, but not the obligation, to require Ascent to purchase shares of our common stock in one or more tranches subject to the limits and conditions set forth in the agreement. The Equity Line SPA provides for both “Regular Closings” and “Expanded Closings.”

For each Regular Closing:

	●	The total purchase price shall not exceed the lower of (a) $1,000,000 and (b) 100% of the average daily traded value of our common stock over the ten (10) trading days immediately preceding the closing date;

	●	The purchase price per share shall be equal to 96% of the lowest volume weighted average price (“*VWAP”) for our common stock in the ten (10) trading days immediately prior to the closing date (the “Regular Purchase Price*”); however,

	●	If 96% of the lowest VWAP for our common stock (the “Adjusted Price”) in the ten (10) trading days immediately following the Closing Date (the *“Adjustment Period”*) is lower than the Regular Purchase Price, then on the trading day immediately following the end of the Adjustment Period, we will be required to issue additional shares of common stock so that the total purchase price per share for the Regular Closing will be equal to the Adjusted Price.

For each Expanded Closing:

	●	The total purchase price may be up to a maximum of $5,000,000; and

	●	The purchase price per share shall be equal to the lower of (x) the average of the daily VWAP on the trading day immediately preceding the closing date and the daily VWAP on such Expanded Closing Date and (y) 96% of the lowest VWAP for all trading days in the period beginning immediately following the closing date and ending on the earlier of (i) ten (10) trading days after and (ii) the date when the purchaser shall have entered into committed, binding trades to sell all of the shares purchased at the Expanded Closing.

All share purchases under the Equity Line SPA are subject to a Floor Price equal to 20% of the opening reference price for our common stock at the initial opening of trading following our approval for a direct listing on Nasdaq.

The effective date of the Equity Line SPA will be the effective date of this registration statement. The agreement has a term of three years. Subsequent to the effective date, as additional consideration to Ascent, we are required to issue 970,874 shares of Common Stock. All Regular Closings and Expanded Closings under the Equity Line SPA will be subject to numerous conditions, including, but not limited to:

	(i)	A registration statement covering Ascent’s resale of the shares to be sold at each closing must be filed and effective;
	(ii)	Our common stock must be listed for trading and trading must not be suspended;
	(iii)	We must be current in all required filings with the SEC;
	(iv)	We must not have consummated a change of control or other Fundamental Transaction (as defined in the agreement);
	(v)	We must not be in default under any agreement with Ascent or in default under any indebtedness in excess of a cumulative total of amount of $150,000.

Each closing under the Equity Line SPA will be limited such that, immediately after giving effect to the issuance of the shares of Common Stock for the closing, Ascent may not beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding.

The Equity Line SPA, which is filed as Exhibit 10.14 to this Registration Statement, contains additional terms, conditions, and covenants and should be reviewed in its entirety for additional information.

Financing Activities Subsequent to December 31, 2025

Series D Preferred Stock Issuances

Subsequent to December 31, 2025, we issued a total of 324,176 shares of Series D Convertible Preferred stock for a total net consideration of $2,950,000, after issuance costs. As of the date of this prospectus, Ascent has converted a total of 24,000 shares of Series D Preferred Stock to a total of 19,434 shares of common stock. As of the date of this Prospectus, 525,451 shares of Series D Preferred Stock remain issued and outstanding. For a description of conversion terms, please refer the section titled “Description of Capital Stock, Series D Preferred Stock.”

Conversion of Series E Preferred Stock

On February 5, 2026, all 682,770 outstanding shares of our Series E Preferred Stock were converted to a total of 1,477,857 shares of common stock.

Conversions of Series C Preferred Stock

As of the date of this prospectus, Ascent has converted a total of 277,171 shares of Series C Preferred Stock to a total of 1,367,742 shares of common stock. As of the date of this Prospectus, 52,500 shares of Series C Preferred Stock remain issued and outstanding.

Warrant Exercises; Warrant Re-pricing

Subsequent to December 31, 2025, warrants to purchase a total of 1,033,335 shares of common stock at a price of $3.2475 per share were exercised for total proceeds of $3,355,755.41. As of the date of this prospectus, warrants to purchase 300,000 shares of our common stock at $3.2475 per share remain outstanding. Also subsequent to December 31, 2025, warrants to purchase 8,098 shares of our common stock at $12.35 per shares were exercised for proceeds of $100,010.30.

On March 1, 2026, we entered into Amendment No. 1 (the “Amendment”) to one of our warrants originally issued on October 27, 2025 (the “Warrant”). The Warrant provides for the purchase of up to 16,000,000 shares of the Company’s common stock at an exercise price of $12.35 per share and expires on July 27, 2026. Pursuant to the Amendment, the exercise price for 12,000,000 shares underlying the Warrant was temporarily reduced as follows: (i) $2.25 per share for 4,500,000 shares for a period of 60 days; (ii) $2.75 per share for 3,750,000 shares for a period of 60 days; and (iii) $3.25 per share for 3,750,000 shares for a period of 75 days. Upon expiration of the reduced exercise price periods, the exercise price for the applicable warrants will revert to the original exercise price of $12.35 per share. All other terms and conditions of the Warrant remain unchanged.

Promissory Note

On March 1, 2026, we issued a Promissory Note in the principal amount of $2,500,000 (the “Note”). The Note bears interest at a rate of 10% per annum and matures on September 1, 2026. We are required to apply 25% of the net proceeds from any future offerings or issuances of our securities toward repayment of the Note until it is paid in full. In the event of default, the Note will bear interest at a rate of 24% per annum, and any late payments will be subject to a late fee equal to 10% of the overdue amount.

Contractual Obligations and Commitments

In addition to ongoing capital expenditures and working capital needs to fund operations over the next twelve (12) months, our contractual obligations to make future payments primarily relate to our operating lease obligations and insurance obligations, all of which are governed by agreements with month-to-month terms, and which are generally terminable after a notice period at any time. We purchase equipment, software and inventory necessary to conduct our operations on an as-needed basis.

Critical Accounting Estimates

Below is a discussion of the accounting policies that management believes are critical. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with generally accepted accounting principles in the United States of America (“U.S. GAAP”).]

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates.

Cash and Cash Equivalents

Cash equivalents include short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, restricted cash and short-term deposit, other accounts receivable, trade payables, other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, “Fair Value Measurements and Disclosures” establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

	●	Level 1 inputs are quoted prices in active markets for identical assets and liabilities;

	●	Level 2 inputs, inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

	●	Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Accounts Receivable

We have trade receivables which are recorded at the invoiced amount and do not bear interest. We evaluate the collectability of accounts receivable on a regular basis based on economic assessment of market conditions and review of customer financial history.

Property and Equipment, Net

Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss are included in loss from operations in the period of disposal.

Property and equipment are depreciated using the straight-line method over the estimated useful lives of the property and equipment:

Leases

We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term.

Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long-lived assets, including property and equipment and right-of-use assets, for indicators of impairment. If events or changes in circumstances indicate impairment, the Company measures recoverability by a comparison of the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. When quoted market prices are not available, the Company uses the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset as an estimate of fair value.

Research and Development Costs

Research and development costs are expensed in the period incurred. Research and development expenses primarily consist of costs incurred in performing research and development activities and include salaries, stock-based compensation, employee benefits, system qualification and testing incurred before releasing new system designs into production, depreciation and amortization, professional services fees, and facilities expenses.

Severance Pay

All the Israeli Company’s employees elected to be included under Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”). According to Section 14, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the above Israeli Severance Compensation Law) in respect of those employees. These deposits are not recorded as an asset in the Company’s balance sheet.

Income Taxes

We apply the provisions set forth in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, we assert certain tax positions based on its understanding and interpretation of income tax laws. The taxing authorities may challenge these positions, and the resolution of the matters could result in recognition of income tax expense in our consolidated financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns.

The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and to establish measurement criteria for income tax benefits. The Company has evaluated the impact of its tax positions and believes its income tax filing positions and deductions will be sustained upon examination.

Stock-Based Compensation

We adopted the fair value recognition provisions of Accounting Standards Codification No. 718, “Share-Based Payment” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations.

We estimate the fair value of stock options granted using the Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. For employees, the expected term is calculated using the plain vanilla formula as there is not sufficient historical information to provide a clear basis for a different calculation. Expected volatility was calculated based on similar publicly traded companies which operate in the same industry.

The risk-free interest rate is based on the yield from U.S. treasury zero-coupon bonds with an equivalent term.

Net Income per Share

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

Foreign Currency Translation and Transaction Gains and Losses

The functional currency of our wholly owned subsidiaries in Isreal, U.K. and France are the New Israeli Shekel, Pound Sterling and Euro, respectively. Accordingly, asset and liability accounts of the subsidiaries are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income in the consolidated balance sheet.

Comprehensive Loss

We are required to report all components of comprehensive loss, including net loss, in the financial statements in the period in which they are recognized. Comprehensive gain or loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. Our currency translation adjustment is the components of other comprehensive income (loss) that is excluded from the reported net income (loss) for all periods presented.

The JOBS Act

We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies, and we intend to take advantage of those exemptions. For so long as we remain an emerging growth company, we will not be required to:

	●	have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	submit certain executive compensation matters to stockholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

	●	disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. We intend to take advantage of the extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to subsequently elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

We will remain an emerging growth company for up to five years, or until the earliest of: (i) the last date of the fiscal year during which we had total annual gross revenues of $1.07 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.

We do not believe that being an emerging growth company will have a significant impact on our business. Also, even once we are no longer an emerging growth company, we still may not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act unless we meet the definition of a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act.

BUSINESS

Overview

Our Bond, Inc. (“Bond,” “we,” “us,” “our” or the “Company”) was formed under the laws of the State of Delaware on April 11, 2017. We provide preventative personal security powered by AI. Once activated, the cloud-based Bond Preventative Personal Security Platform provides users with remote protective services via phone app (using its Bond Preventative Personal Security Platform) and with 24/7 support from our Personal Security Agents, who are in Bond Command Centers and can respond rapidly. We offer 14 distinct services through our phone app (the “Bond App”) and fully automated Bond Command Centers located around the world, that allow Bond members to choose when and how Bond will keep them secure while preserving their privacy.

In 2017, Doron Kempel founded Bond and engaged an engineering and product team to begin developing Bond’s technology platform. By early 2019, we had raised approximately $42 million under Regulation D of the Securities Act. With these funds we quickly completed creating our technology platform and established fully automated command centers where our personal security agents can provide 24/7 support to our members (the “Bond Command Centers”) in the United States. We also established a comprehensive training and development program for our personal security agents (“Personal Security Agents”) and prepared the marketing and sales channels to sell our products to corporations (B2B) and to direct to consumers (DTC). By 2020, we had executed a full year of service operations on behalf of thousands of end-users (members).

During the COVID outbreak and the associated lockdowns, we scaled down our operations and focused on maintaining Bond Command Center operations to service our few thousand members who were onboarded in 2019. During the pandemic, our founder, Mr. Kempel, and a group of dedicated investors provided funding for the business as needed, and we were able to continue developing and improving our Bond Preventative Personal Security Platform. As of the date of this prospectus, we have over a few thousand DTC end-users (members), and over 40 B2B customers who have chosen Bond as a solution for their employees. Based on our current B2B customer base, we believe that Bond is well positioned to becoming the standard of personal security the corporations will provide for their employees.

Our versatile Bond Preventative Personal Security Platform makes it possible – effectively, affordably and privately – to enhance the personal security and peace of mind of all people by combining:

	●	Threat and anomaly detection integrating multiple signals and patterns that are monitored in real time.

	●	Location accuracy.

	●	Automation of multifaceted mission-critical response protocols well beyond what human response time and precision allow.

	●	Rapid activation, guidance, and quality controls of human response by Bond Personal Security Agents in Bond Command Centers, as well as first responders and other forces in the vicinity of the event.

	●	Integrated versatile communication modalities and redundancies among all parties involved in real time: member, Bond, first responders, and other public and private sector resources in the area. For example, military forces in some parts of the world, private sector patrol or similar resources, transportation, roadside assistance and even telemedicine.

	●	Technological and operational innovation created by Bond’s software engineers gives Bond Control Centers an ability to rapidly respond to end-users – we estimate that on average our response time is within 4 seconds.

	●	Personal Security Agents who are on various levels of alert, and who are able to fill anticipated or emerging coverage needs or gaps. This is an economical way to deliver high quality in seconds, without suffering high fixed costs and the low utilization rates that old fashioned call centers suffer from. Clearly, data analytics and Al are at the heart of this innovation. However, this also involves innovative employment schemes.

	●	Innovative data privacy and data security technologies and processes.

Metaphorically, Bond democratizes personal security by offering a 24/7 “bodyguard for the rest of us” services. While 911/police handles emergencies and offers “zone defense”, Bond offers preventative, pre-911/emergency security 1x1 “man defense”.

At the time of publishing this prospectus, Bond has handled over 1.28 million security service requests, including upwards of 10,000 emergencies and lifesaving situations. We believe that our services work as advertised, increase personal security, save lives and enhance peace of mind. Customer satisfaction is high among corporate decision makers and members. Our business model creates favorable economics with a low cost of sales and high profit margin. Our known competitors (although not direct competitors as they do not address the personal security gap of preventative security) consist of entities that offer panic button solutions to corporate employees such as Noonlight, Silent Beacon, Centeix Crisis Alert, ROAR FOR Good and Motorola Solutions Panic Button. Due to our services and business model, Bond is currently in hyper-growth mode, growing as fast as we invest in marketing and sales resources to create market awareness.

Our Mission

Everyone has experienced a time when they or someone they love were in a situation that made them feel uncomfortable, unsafe or even scared. One of the most common examples of this is walking alone at night - according to a Gallup poll, 40% of Americans - that’s approximately 140 million Americans - say that they do not feel safe when they walk alone at night. If each one of them feels this way once per week, that equates to 7.28 billion cases whereby Americans – we or our loved ones - feel unsafe. Even though people often feel unsafe, it can be too early to dial 911; but by the time it becomes dangerous for them, they will frequently not be able to complete a 911 call nor activate a panic button. This is a personal security and peace of mind gap that troubles billions of people globally: they are in situations that cause them fear, but don’t justify a 911 call. A painful minority of those situations will result in traumatic or terminal outcomes whereby the individual is unable to complete a 911 call.

Bond was created with the goal of enhancing personal security and peace of mind for all. Our vision is to become a globally recognized leader in the field of personal security and peace of mind serving millions of individual members globally. In all these pre-911 situations, what humans instinctively want is somebody professional to look after them. Yet, no company that we are aware of offers such pre-emergency 911 preventative security service. Further, United States regulators estimate as many as 10,000 lives could be saved each year if the 911 emergency dispatching system were able to get to callers one minute faster. Better technology would be especially helpful, regulators say, when a caller cannot speak or identify his or her location.

Our Solution

Our solution to this pre-911 problem was to establish a novel paradigm and create a new tier of preventative pre-emergency personal security: Unlike traditional apps, the Bond Preventative Personal Security Platform allows Bond to look after its members preventatively before an emergency, detect a threat and intervene preemptively, thus enhancing the likelihood of positive outcomes.

Based on our versatile AI program, our Bond Preventative Personal Security Platform allows members to use their smartphones to select from 14 service, eight of which are preventative in nature.

Once a member activates one of the services, we are able to look after them remotely using video, chat and certain sensory technology and/or Personal Security Agents. Our preventative services include video monitoring, monitoring your route, scheduling security checks for you and your loved ones, putting security agents on standby and emergency response coordination, giving you multiple layers of security and peace of mind in 28 countries and growing. Our members can also contact live, trained Personal Security Agents 24/7 via chat, phone, or video, which gives them a sense that they are not alone - effectively acting as a personal security companion. Our Personal Security Agents respond in seconds and can detect anomalies and risks, de-escalate situations, offer guidance, deter unwanted company or perpetrators using video, and coordinate help with first responders and other security and non-security resources of the public or private sector.

Bond is advised by the foremost security experts globally, including former heads of United States Secret Service, the Federal Bureau of Investigation, major metropolitan police chiefs around the world, and heads of military special operations units. They continue to help us identify the trends and missing links within personal security and define our solution to meet it. Our cloud-based AI program also allows our B2B customers and DTC members to scale their services geographically over multiple locations.

Our Bond Preventative Personal Security Platform Products and Services

The Bond – Personal Security Smartphone Application

The Bond - Personal Security application (the Bond App), uses our Bond Preventative Personal Security Platform to combine cutting-edge technologies and Personal Security Agents to provide preventative and other services to our members.

The Bond- Personal Security application was designed to be intuitive to understand and use, and to offer our members the freedom to choose how and when they wish to be looked after by Bond.

The end-user journey allows them to get oriented regarding the unique properties of the platform, starting with a video that they must watch https://vimeo.com/1033573414/f710ed7ca8?share=copy, then the journey through the app orientation allows for short videos for each service that explain the why, when and how to activate each service. Practice Mode allows the end-user to get comfortable with the service, and Bond’s Bond For Safety program implies that we’ll reach out to them and encourage them to use the service.

Set forth in the table below is a summary of the existing services Bond provides through our Bond – Personal Security application, their key features and the current target markets that they serve.

Video Monitor Me		Ability for a member to connect to a Personal Security Agent on video call, who can calm the member, guide the process, deter and/or orchestrate help.

Track Me On The Go		Ability for Bond to track a member in transit and detect anomalies that pertain to route, speed, and other patterns.

Ready An Agent		An ability for the member to rest their fingers on the Bond app screen and have a Personal Security Agent look after them from a Command Center. Upon release of the screen Bond doesn’t just connect the end-user to the near 911 center. Rather, a Personal Security Agent will enter the screen of the member’s phone via Video in order to check on the member and potentially deter or orchestrate help.

Run a Security Check on me		Schedule a Security Check at a time of the member’s choosing.

Chat		Ability to use a Chat function to dialog with a Personal Security Agent and technologically/operationally deep set of services to look after the member and detect anomalies

Audio call		Ability for a member to connect to a Personal Security Agent on an audio call, who can calm the member, guide the process, deter and/or orchestrate help.

Video call		Ability for the member to reach out and communicate with a Personal Security Agent via video call, who can calm the member, guide the process, deter and/or orchestrate help

Activate Siren		This feature allows the member to activate a sharp sound of a siren through their phone, coupled with flashing lights. This is intended to draw attention to the member and potentially deter a potential assailant who will assume that bystanders are now watching. The Bond Command Center will get notification regarding the activation of the siren and will reach out to the member via video.

Activate the SOS		This acts as a panic button and connects the member to the local emergency (911 in the US) center. This will also notify the Bond Command Center and an agent will look into the situation and try to help.

Location Services		This allows the member to establish a group (for example, including family members) and set alerts that inform the member when others in the group arrive/depart chosen locations. With the member’s permission, others in the group can also see where s/he is.

Bodyguard		This service allows members to reserve a bodyguard. They reach out to the Bond Command Center vis this button and need to explain the circumstances under which they want to use the bodyguard. Bond qualifies that the user and the context comply with Bond protocols and will reserve a bodyguard for the member

Send Car		The member pushes the button and a Bond agent will respond via video and arrange transportation (a taxi, Uber or similar) for the member. The Bond agent will continue to monitor the member until s/he arrives at the destination

Roadside assistance		Bond will arrange roadside assistance for the member and continue to monitor the situation until the member is safe at their destination

Telemedicine		The Bond agent will organize a connection between the member and a doctor of a Bond partner. Once the connection is made, the Bond agent will get off the line in order to ensure privacy for the member.

The Bond Command Center

Bond developed the Bond Command Center technology to work in conjunction with the Bond – Personal Security application on members’ phones. This allows the Bond Command Center and the Personal Security Agents in the Command Centers to look after any member how and when they wish to be looked after.

Whenever a Bond member wishes to be looked after, they indicate such desire by activating a service among the 14 services on the Bond – Personal Security application. The application will then monitor various dimensions of the current surroundings of the member via the phone: location, motion, route, pace, sound, imagery, manner in which the phone is held by the member, battery, connectivity and other inputs. These “sensors” present a situation to the Command Center and can pattern recognize anomalous indicators. Depending on the service requested, the Command Center can check on the member in various ways through technology or Personal Security Agents, including by way of an audio or video call or chat message.

Some of the capabilities are realized without a need for Personal Security Agent to engage. For example, Ready An Agent, Track Me On The Go and Security Check are all services that allow Command Center technology and the Bond-Personal Security application technology to fulfill the service requests and only activate Personal Security Agents if there is a perceived risk.

The Command Centers allow the Personal Security Agents to quickly and effectively connect to local first responders who are then coordinated and briefed by Bond about the member’s situation in order to elevate the likelihood of positive outcomes. Local first responders are typically pre-briefed about us and our services by Bond’s advisors in the countries and states in which Bond is active.

Personal Security Agents, first responders, third parties and our members can all collaborate effectively and efficiently with the orchestration of the Command Center. For example, a few Personal Security Agents can work together on a member’s situation: the primary Personal Security Agent will be on a call with the member instructing them; secondary Personal Security Agents may be coordinating first responders, military, transportation, medical assistance, may add translators to the “group session”, may speak with the family of the member and more. Typically, a Bond shift supervisor or manager will help orchestrate complex cases. When required, information is passed efficiently from the Command Center to any of the field resources who are aiding the member.

The Command Center can connect to the right first responder 911 PSAP (Public Service Answering Point) in the vicinity of the Bond member, in the United States and in 28 countries in which we currently offer our Bond Preventative Personal Security Platform services.

All activities and cases are fully recorded (both audio and video) including, the sensory data collected on the member’s phone, all actions in the Command Center (all Personal Security Agents are under video monitoring and recording through their shifts). The information is available to first responders in real time and to a court of law.

Both the Bond – Personal Security application and the Command Centers rely on the cloud-based Bond Preventative Personal Security Platform for operation. All data is stored and most processing that does not occur on the phone application is handled by our cloud-based platform.

The Bond technology platform is realized through the Bond App, in the Command Centers and in a cloud storage service offered by Amazon. All of our technologies and the data reside in our Amazon cloud storage. These technologies “drive” the operations in the Command Centers and on the Bond App.

The Bond Personal Security Agents

An important aspect of the Bond Preventative Personal Security Platform is the Personal Security Agent. We recruit and train all of our Personal Security Agents, each of which has undergone a rigorous background check. Each Personal Security Agent is trained on local 911 protocols as well as on all our services and internal protocols.

Our Personal Security Agents are trained to interact with our AI-based technology which handles most of the detection of anomalies, guides the Personal Security Agents’ workflows that apply to each situation and member, facilitates communication between the Personal Security Agents, first responders and others. This automation of function and interaction with technologies facilitates our Personal Security Agents’ precision and speed of action.

Much of Bond’s innovation is associated with the efficiencies of recruiting, training, staffing and quality control measures of all Command Center and Personal Security Agent activities. We apply sophisticated data analytics in order to determine how many Personal Security Agents to staff during each shift in order to ensure that our Personal Security Agents’ response time is in seconds. Personal Security Agent staffing is organized such that members are most likely to connect with local Personal Security Agents. Personal Security Agents can appear on the screen of the members via video, observe the situation, guide and even deter would-be aggressors. This is based upon a growing body of evidence regarding the fact that perpetrators almost categorically wish to avoid witness and cameras and that security cameras reduce crime rates.

Bond is continuously developing additional technologies and capabilities that enhance security, enhance the ability to efficiently sell and onboard members, as well as capabilities that enhance the efficiency of the Bond operations. Such technologies and capabilities reside mainly on the Bond app, in the Bond Command Center software and on the cloud. In parallel to the services that are offered to end-users via the Bond app, Bond is developing its physical world services that include a Drone First Responder (DFR) solution (meant to assist Bond members by dispatching a Bond drone to their location); security guards as well as bodyguards. The long-term vision is that all such services will eventually be automated and “robotic”, orchestrated via the Bond Command Center. Bond’s relationship with its customers often allows it to offer multiple solutions and services.

Other Services

While Bond’s Preventative Personal Security Platform is the core of Bond’s services, Bond’s growth includes these three synergistic services that have incremental potential.

Air Guardian First Responder Drone Service

Bond has developed an innovative service that is intended to expedite a response to our members. Our specialty drone (with megaphone, spotlight, night/day camera, parachute and redundant telecommunications capabilities) is operated by Bond personnel and can be activated to reach a location where a member requires assistance. Bond can activate the drone on behalf of its members (to look after them, to deter unwanted company and to help point arriving first responders to the exact location of the individual in need). Another mode of operation is to operate the drone on behalf of local first responders. The service has already been operational for two years in Coral Gables, FL.

Executive Protection & Guarding

Bond is addressing a perceived quality gap in the personal security market whereby guarding services lack adequate quality controls. We strive to balance decorum and diligence by utilizing our technologies and Command Centers in order to monitor security guards 24/7. Bond handles Executive Protection (bodyguards) and security guard requirements for both corporations and some of the most affluent families in the United States.

Bond Consulting & Special Services

Our consulting services are offered to corporations, families and individuals. We leverage our in-house know-how and network of top-performing solution partners in order to orchestrate the assessment, design, deployment and day-to-day management of various security solutions and projects: threat detection, alarm systems, investigations, Executive Protection both abroad and in the United States, guarding, security assessments and training of personnel.

Our Business Model

Bond offers a subscription-based service. Members can pay for the service monthly but primarily choose to pay annually. Our Preventative Personal Security services operate on a cloud services delivery model.

We currently sell Bond services to corporations for their employees as an annual subscription. We also partner with consumer brands with the intention of having such corporations gift, sell or subsidize the Bond service on behalf of its customers. Our DTC sales are primarily accomplished by subscriptions through the Bond – Personal Security application available through the Apple and Google Play app stores.

Our Market

The personal security market is set to explode, reaching $338.23 billion by 2030 according to an Allied Market Research report. People increasingly seek proactive solutions to stay safe, creating an opportunity for Bond’s approach to personal security.

Hypothetically, any adult with a smartphone can become a Bond member by subscribing to the Bond Preventative Personal Security Platform services through the Bond App. According to Backlinko, there are 7.34 billion smartphone users worldwide, which is 91% of the global population. While it is technically possible for Bond to service such a larger market in terms of the technological scalability and human resources (mainly Personal Security Agent) over the course of the next 20 years, it is likely not practical that all these phone users will be interested in using Bond and/or that there will not be competitors that address some of that market. The degree of relevance that Bond services offer each individual also differs, since risks are not evenly distributed across genders, age groups, locations, professions, marital status and family dynamics. Further, people differ in terms of their perception of risk and their interest in having a service such as Bond.

We are currently focused on engaging B2B and business to government (B2G) through corporations, universities, municipalities, government agencies and states as these institutions have access to most households around the world. Our engagement with consumer brands can also reach this audience, especially, if insurance companies decide that Bond reduces their risk and financial exposure, they can create incentives or obligations for their clients (consumers and corporations) to use Bond or Bond-like services. Our DTC route to market allows Bond to reach out to consumers via multiple marketing channels.

In summary, Bond is addressing a very large market that can be addressed via multipole Go-to-Market routes. If Bond is able to grow organically, generate high positive cashflow stream and raise capital at a favorable valuation, we believe that it can grow and within 10 years potentially get to 100 million end users, who – at a hypothetically low $50/user/year, implies $5 billion in annual revenues.

Our Competition

We believe that Bond is the first and only company offering pre-emergency, preventative 24/7 personal security and peace of mind service that’s effective, affordable and preserves privacy. As of the date of this prospectus, we are not aware of any company that offers all primary capabilities that Bond offers:

	●	Pre-emergency/911 service and concept of operation- in other words, a service that by design allows you to be looked after before a situation is an emergency.

	●	A set of services that allows the member to choose how to be looked after in various situations.

	●	The technological depth of the services, which allows for massive scalability (in most services the technology and not the Personal Security Agents do the “monitoring” and detection, before activating the Personal Security Agents.

	●	Importantly, the Command Center and the Personal Security Agents who act as “Personal Security Companions” use Bond technologies and innovative operational approach to connect any Bond member to a Personal Security Agent in seconds, and allow the Personal Security Agents to handle difficult situations and emergencies, including orchestration of first responders and other security forces and third parties in the area.

There are numerous companies that offer some variation of a panic button. A panic button is meant to be activated only in an emergency and assumes that the end-user will actually be able to activate the panic button if an emergency occurs. At that point, the operating center of the panic button vendor typically simply notifies the local first responders. Typically, they have no situational awareness regarding what is going on with the end-user since they are rarely on video or audio. We believe that they have no ability to deter since they are not on video with the end-user. Typically these services are not staffed with ample number of security professionals to be able to address all pre-911/emergency “look after me” situations since they are not staffed accordingly and are not conceptually oriented/designed for the very much larger volume of not-yet-emergencies that Bond is designed to handle. Unlike these services, we offer pre-emergency/911 services is based on a collection of capabilities that are inseparable: (1) the orientation and the promise to the end-users that they are allowed and encouraged to use the service in such pre-emergency situations (this is a promise/invitation that emergency 911-like service are making); (2) it requires technologies that can “look after people” in such situations of pre-emergency concerns, which is much more frequent that actual emergencies.

Bond invested more than 350 engineering years in designing, developing and testing the Bond Preventative Personal Security Platform that includes the Bond Personal Security application, the corresponding Bond Command Center and our technologies that reside in our Cloud storage. This equates to approximately $70 million in investment for the creation and testing our services.

While a competitor that wishes to emulate Bond would simply have to copy some of the visible aspects of the AI-based platform, much more work would be required to properly design a platform that it is scalable, reliable, and efficient with regard to the operation of the Personal Security Agents, including the reasonable level of the cognitive burden on them due to leveraging automation and sophisticated workflows that were developed by security experts that guide the handling of various situations. Then, a would-be competitor will need to properly test the overall platform in order to ensure that the overall operation is reliable and effective, since handling the security of people sets a high bar in terms of responsibility of the service provider.

That all said, Bond believes that companies like Amazon, that possess competencies around developing novel technologies and competencies to operate a large workforce in the physical world (drivers, distribution centers, etc.) can develop and operate a platform like Bond. This statement, however, is likely true about any technology or service that a company with the resources and competencies of Amazon decides to pursue.

Our Customer Base

As of the date of this prospectus, Bond’s B2B customers include 2 of the 3 largest corporations in the world (one (1) of the top three (3) largest smartphone vendors in the world, and one (1) of the three (3) largest corporations in the world); and about 10 additional corporations that generate greater than $20 billion in annual revenues. The following are some of our principal customers and the revenue generated by each:

Customer	Revenue generated in 2024 ($)		Revenue generated in 2025 ($)
Customer A: One (1) of the top three (3) largest smartphone vendors in the world		389,294		276,689
Customer B: One (1) of the top three (3) largest corporations in the world		45,000		275,000
Customer C: One (1) of the top three (3) mobile carriers in USA		-		6,038
Customer D: One (1) of the top three (3) largest sporting goods companies in the world		266,375		83,125
Customer E: One (1) of the top ten (10) largest pharmaceutical manufacturers in the world		-		156,300
Customer F: One (1) of the top three (3) largest media and entertainment companies in the world		5,580		20,790
Customer G: One (1) of the top ten (10) insurance companies in USA		101,266		94,667
Customer H: One (1) of the top ten (10) retailers in USA		6,400		6,000
Customer I: One (1) of the top ten (10) largest healthcare providers in USA		41,058		33,273
Customer J: One (1) of the top three (3) private equity firms in the world		6,262,083		5,078,273
Customer K: Family office of one (1) of the top ten (10) most affluent families in USA		875,035		1,844,630

This list of leading institutions, who have all chosen Bond on behalf of their thousands of people are adopting and setting Bond as a new standard of care for employees, residents, students and family members.

As a general practice, we have entered into agreements with our customers based on terms that are typical for commercial arrangements. These terms include provisions relating to (a) availing services using statement of work and order forms, (b) fee and invoicing, (c) modes, timing and frequency of payment, (d) payment of taxes, (e) term and termination, (f) warranties, (g) confidentiality and information security, (h) privacy and data protection, and (i) insurance.

On November 16, 2023, we entered into a master agreement with one of our top customers to provide our professional services availed using specific statement of work / order forms. Under the agreement, the customer agrees to pay the fee as described in the order form within 45 days of receipt of invoice. In case of renewal of any order, the fee may not be increased more than the lesser of (a) 2% of the fee, and (b) increase in the most recently published and relevant consumer price index entries. The agreement is valid unless terminated by the parties, and either party is entitled to terminate upon a material breach for cause, and by a 30 days’ written notice without cause. The agreement contains standard clause pertaining to party representations and warranties in addition to specific clauses pertaining to insurance policies to be maintained by Bond and information security. The foregoing description of a certain master agreement with one of our top customers is qualified in its entirety by reference to the form of master agreement with the customer, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

None of these customers represents more than 5% of the total annual revenues of Bond or more than 10% of the net cash collections annually. However, these customers are generally in expansion mode and it is possible that one or a few of them will increase their revenues and represent a larger percentage of the annual revenues or net cash collections.

Bond entered a B2B to customers (B2B2C) agreement with Mastercard that has the potential to become a very large percentage of Bond’s current revenue and cash collection annually. At this time, however, this relationship does not yet yield a significant percentage of annual revenues or cash collections.

One of Bonds private equity firm customers is projected to represent approximately 50% of our annual 2025 revenues, and 30% and declining percentage of our bookings, but only approximately 20% of the annual net cash collections, and likely declining by 50% per year in 2026 and beyond.

Bond is also in the midst of negotiations and pilot projects with various cities, communities and universities that each have the potential to become 10-15% of Bond’s annual reoccurring revenue (ARR) in 2025 and 20-30% of our net cash collections in 2025.

As our company matures and grows, it is anticipated that within two to three years no single customer or partner will represent more than 20% of total revenues, ARR or net cash collections.

Our Employees

Bond’s ability to deliver Command Center response in seconds globally depends on our ability to, economically and efficiently, have enough Security Professionals on shift. This depends on data analytics that informs Bond how many Bond Personal Security Agents need to be staffed at different times of the day around the world (countries in which Bond provides its services), and in which languages. To satisfy those staffing requirements, Bond employs three (3) subcategories of Command Center Personal Security Agents (as provided in the tabular representation below).

	●	Full time (column B)
	●	Hourly workers with direct agreement with Bond (column C). This includes both employees and independent contractors. Some of the workers work part-time. Practically, some of those work full-time, despite being on an hourly agreement with Bond.
	●	Hourly workers who are employed by partners of Bond but are trained by Bond and monitored for performance by Bond.

The same concept (three subcategories of professionals) applies to Security Operations (rows 7-9) and to Business, Technical and Administrative personnel (rows 3-5):

ROW				Flex Capacity (On Demand)
1	Category	Full-time		Part-Time under agreement with Bond - hourly rate		Part-Time Hourly workers through Partners of Bond		Grand Total
2	Business & Technical Professionals		17		98		300		415
3	Americas (1)		7		78				85
4	EMEA (2)		10		19				29
5	APJ (3)		0		1				1
6	Security Professionals		35		225		10,000		10,260
7	Americas		15		196				211
8	EMEA		20		1				21
9	APJ		0		28				28
10	Total:		52		323		10,300		10,675
11	Americas		22		274				296
12	EMEA		30		20				50
13	APJ		0		29				29

	(1)	Comprises of the region of North and South America.

	(2)	Comprises of the region of Europe, the Middle East and Africa.

	(3)	Comprises of the region of Asia, Pacific and Japan.

None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider the relationship with our employees to be good. We generally enter into agreements with our employees that contain confidentiality provisions to control access to, and invention or work product assignment provisions to clarify ownership of, our proprietary information.

Outsourcing

We currently outsource a number of our key functions to third parties, including some software development, legal and payroll.

In addition, we host our Bond Preventative Personal Security Platform on cloud platforms provided by Amazon Web Services (AWS) Amazon.com, Inc.

An additional investment is associated with the various ecosystem relationships and partnerships in 28 countries, enabling Bond to work harmoniously with local first responders, and other service providers (roadside assistance, transportation, bodyguards on demand and access to doctors). We estimate this investment as $2M.

In parallel to the services that are offered to end-users via the Bond App, we are developing its physical world services that include a Drone First Responder (DFR) solution (meant to assist Bond members by dispatching a Bond drone to their location) and security guards as well as bodyguards. The long-term vision is that all such services will eventually be automated and “robotic”, orchestrated via the Bond Command Center. Bond’s relationship with its customers often allows it to offer multiple solutions and services.

Plan for Development and Expansion

Plans & Strategies

Bond plans to continue expanding into new markets through the provision of its Bond App services to both travelers and residents. Bond currently intends to invest approximately $1,000,000 over the next two years into developing partnerships with governments and local service providers in additional countries, which will enable Bond to provide its services to residents of those countries as well as visitors.

Bond is also investing approximately $5,000,000 into product development, including the development of physical services that include a Drone First Responder (DFR) solution (meant to assist Bond members by dispatching a Bond drone to their location) and security guards as well as bodyguards. The long-term vision is that all such services will eventually be automated and “robotic”, orchestrated via the Bond Command Center.

Bond intends to raise the funds needed for these investments through a combination of bridge financing and equity lines of credit.

Regulatory Environment

We are subject to a number of U.S. federal and state and non-U.S. laws and regulations that involve matters central to our business. These laws and regulations involve security services, privacy, data protection, intellectual property, other subjects. We are subject to a number of U.S. state occupational licensing laws that apply to security agencies and private security officers, as well as similar regulations in France regarding the license to practice physical protection of persons. Any liability we may have from our failure to comply with these regulations may materially affect our business by restricting our operations and subjecting us to substantial penalties. In addition, our current and future operations may be subject to additional regulation as a result of, among other factors, new statutes and regulations and changes in the manner in which existing statutes and regulations are or may be interpreted. In addition, any new licensing requirements, if introduced, could be burdensome and expensive or even impose requirements that we are unable to meet. In the ordinary course of business we and customers using our solutions access, collect, store, analyze, transmit and otherwise process certain types of data, including personal information, which subjects us and our customers to certain privacy and information security laws in the United States and internationally, including, for example, the California Consumer Privacy Act (the “CCPA”), which took effect January 1, 2020, and the California Privacy Rights Act (the “CPRA”) which took effect January 1, 2023, and which significantly amended the CCPA, and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data and imposes significant data privacy and potential statutory damages related to data protection for the data of California residents.

The CPRA also created a new California data protection agency specifically tasked to enforce the law, which will likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security and may increase our compliance costs and potential liability. In addition to the CCPA, numerous other states’ legislatures have passed or are considering similar laws that will require ongoing compliance efforts and investment. For example, Virginia passed the Virginia Consumer Data Protection Act, and Colorado passed the Colorado Privacy Act, both of which differ from the CPRA and became effective in 2023. Similar laws have been proposed in other states as well and at the federal level. Other international laws are also in place or pending, and such laws may have potentially conflicting requirements that would make compliance challenging.

	●	accountability and transparency requirements, which require those who control data to demonstrate and record compliance and provide certain detailed information to users regarding the ways in which data is used and processed;

	●	enhanced data consent requirements, which includes “explicit” consent with regard to information the regulation classifies as sensitive data;

	●	obligations to consider data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well as the amount of information collected, processed, and stored;

	●	constraints on using data to profile users;

	●	obligations to provide users with personal data in a usable format on request and to erase personal data in certain circumstances; and

	●	reporting to data protection authorities of potential breaches without undue delay (72 hours, where feasible).

Other foreign jurisdictions in which the Company operates, or in which it has its services available, have implemented, or are considering implementing, data privacy laws and regulations, many of which are similar to the GDPR.

Under these data protection and privacy laws, we and our customers are required to maintain appropriate technical and organizational measures to ensure the security and protection of personal data and information, and we must comply (either directly or indirectly in support of our customers’ compliance efforts, as may be provided for the agreements we enter into with our customers) with a number of requirements with respect to individuals whose personal data or information we collect and process. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate.

Intellectual Property

Similar to other companies (like e-Bay, Uber or Facebook) that developed a platform for service delivery, much of Bond’s technology stack is not patented. Frequently, while the platform design and the technology require great skill and talent to create and develop, it is not eligible for a patent. For Bond, some of our technologies and solutions are purposefully not patented as filing a patent allows would-be competitors to learn about the manner in which a technology is designed and find a method to deliver the same function in a different process. In such cases, Bond preferred to maintain such capabilities as trade secrets, not even publishing that such functionality exists, rather than explaining that it exists and how Bond developed it.

That said, Bond does have patents and pending patents and applications around some of the areas of its technology stack.

Case Number

Billing

Number

App

Client

Ref

Country

Case Type

Application

Status

App Title

App

Number

Filing

Date

Patent

Number

Issue

Date

092418-593660

T017-7000US1

ORD

Granted

System and method for threat monitoring, detection, and response

15/956,456

April 18, 2018

10,600,295

March 24, 2020

092418-597726

T017-7001US1

ORD

Granted

System and method for real-time decoding and monitoring for encrypted instant messaging and other information exchange applications

16/002,820

June 7, 2018

10,637,674

April 28, 2020

092418-618715

T017-7004US0

CIP

Granted

Systems and methods for real-time adjustment of neural networks for autonomous tracking and localization of moving subject

16/416,887

May 20, 2019

11,216,954

January 4, 2022

092418-630858

T017-7003US1

ORD

Granted

Systems and methods for autonomous machine tracking and localization of mobile objects

16/519,996

July 23, 2019

11,125,563

September 21, 2021

092418-639739

T017-7000CA

PCT

TBA-In Process

System and method for threat monitoring, detection, and response

3,062,459

November4, 2019

092418-639741

T017-7000IL0

PCT

Granted

System and method for threat monitoring, detection, and response

270310

October 30, 2019

270310

September 1, 2020

092418-679510

T017-7003CA0

PCT

Granted

Systems and methods for autonomous machine tracking and localization of mobile objects

3,107,374

January 21, 2021

3,107,374

September 27, 2022

092418-679526

T017-7003IL0

PCT

Granted

Systems and methods for autonomous machine tracking and localization of mobile objects

280328

January 21, 2021

280328

December 1, 2021

092418-706033

T017-7006US1

ORD

Granted

Systems and methods for generating emergency response

17/512,952

October 28, 2021

11,653,192

May 16, 2023

092418-722181

T017-7007US1

ORD

Granted

System and method to register improved accuracy geofences

17/704,489

March 25, 2022

12,200,564

January 14, 2025

We also rely on confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property. We generally enter into agreements with our employees and consultants that contain confidentiality provisions to control access to, and invention or work product assignment provisions to clarify ownership of, our proprietary information.

Property

Our mailing address is 85 Broad St. New-York, NY 10004, which is at a private office space. The space serves as the location of our corporate headquarters. We also lease spaces at NJ, Israel, UK and France on a month-to-month basis or a 12-month lease period for a total of $20 per month, which serves as our local Command Centers and development offices.

We believe that our facilities are adequate for our current and anticipated near-term needs and that suitable additional or substitute space would be available if needed.

Legal Proceedings

In July 2022, the Israeli Subsidiary gave the lessor advanced notice of its intention to exercise the exit point on December 31, 2022, while negotiating the fifth-year terms. The parties were unable to reach agreements and in July 2023 the subsidiary vacated the leased premises. In February 2025 a lawsuit was filed against the Company for a total of $1,600. Given the preliminary stage in which the lawsuit is at, the Israeli Subsidiary’s lawyers cannot reasonably assess the likelihood of the claims to be accepted by court. Given that Company’s plan to litigate the case, and given the dynamics of such trials in Israel, a decision by a court is not anticipated until 2027.

From time to time, we may be party to litigation arising in the ordinary course of business. Except as described above, as of the date of this prospectus, we are not subject to any material legal proceedings nor, to the best of our knowledge, are any material legal proceedings pending or threatened against us.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information, as of the date of this prospectus, concerning our executive officers:

Name	Age	Position
Doron Kempel	61	Chief Executive Officer and Director
Amit Hod	41	Chief Financial Officer
Joseph DeSalvo	59	Head of Global Security
Michael Lambert	52	Head of Commercial Operations
Adam Draizin	55	Independent Director
Paul Morin	80	Independent Director
Randy Boutin	56	Independent Director

The following is a biographical summary of the experience of our executive officers.

Doron Kempel

Doron Kempel is Chairman, CEO and a non-independent director at Bond. Prior to founding Bond in 2017, Doron was Founder and CEO of SimpliVity Corporation, which pioneered hyper converged IT infrastructure, a novel cloud architecture that radically simplified IT infrastructure and was eventually acquired by HPE. Previously, was co-founder, Chairman and CEO at Diligent Technologies, which was eventually acquired by IBM. Doron holds an MBA from Harvard Business School, as well as Law and Philosophy degrees from Tel-Aviv University. Additionally, he served for approximately ten (10) years in the Israeli Defense Forces.

Amit Hod

Amit Hod is Chief Financial Officer and a non-independent director at Bond. In this role, he leads the company’s daily activities across functions such as finance, IT, and regulatory compliance. Prior to Bond, Amit was the Chief Financial Officer at BCM where he led the company’s acquisition. Before, he was a senior auditor at PwC, managing financial audits of start-ups in the high-tech and online arenas, private and listed companies. Amit holds a B.A in accounting and information technologies and M.A in law. Additionally, he served for eight (8) years in the ministry of defense.

Joseph DeSalvo

Joseph DeSalvo was most recently Chief Security Officer of Blackstone and has more than twenty (20) years of experience in corporate security and investigations. Based in New York, he oversaw security for Blackstone’s facilities, employees and assets, business continuity, crisis management, duty of care and executive protection for all offices globally. A former FBI Special Agent and United States Army veteran, Mr. DeSalvo has held similar roles at Charles Schwab & Co., Bankers Trust Company and Iron Mountain. Mr. DeSalvo earned his MBA from the University of Hartford, and he holds executive leadership certifications from Georgetown University and the Kellogg School of Management at Northwestern University.

Michael Lambert

Michael Lambert is Head of Commercial Operations at Bond. A multilingual enterprise sales leader with an unbroken string of organizational success stories, Michael is a board-facing executive who joined Bond most recently from Vectra AI, a pre-IPO cybersecurity market disruptor, where he established and grew the top-performing regional sales team globally. Prior to this, Michael was the VP/GM of the Americas at MSC Software, leading a cross-functional team through a turnaround success that enabled the company to exit private equity with an attractive multiple. Formative sales experiences at PTC and IBM prepared him to step into the MSC role. Michael spent five (5) years active duty in the US Marine Corps after he graduated with honors from the US Naval Academy. He speaks, reads and writes Japanese and Spanish.

Adam Draizin

Adam Draizin is an independent director at Bond and the Audit Committee Chair. In this role, he oversees the integrity of financial reporting, effectiveness of internal controls and the performance of internal and external auditors. He is a private equity investor and advisor wherein he manages a diverse investment portfolio across multiple sectors and has served on boards of both, private and public companies, offering governance oversight and growth-focused advisory. Before, he was the Co-Founder and an executive officer at Verra Mobility (formerly American Traffic Solutions), managing the fleet services division and building the leading toll and violation management platform. Additionally, he served for six (6) years as the CFO of Verra Mobility. Adam holds an M.B.A from Harvard Business School, as well as a History degree from Washington University in St. Louis.

Paul Morin

Paul Morin is an independent director at Bond and the Compensation Committee Chair. In this role, he leads the oversight of executive compensation policies, ensuring alignment with company performance and shareholder interests. Prior to Bond, he was the owner of Cardinal Program Management Services wherein he provided business operations consulting to two high-tech startups and acted as the Operations VP and managed the HR, IT, facilities, legal, planning, and financial departments in the U.S. and Israel. Before, he was the VP Global Business Operations at Diligent Technologies Corporation, managing the global business operations of a tech start-up from founding to acquisition by IBM. Additionally, he served as the Director of Operations at EMC Corporation for two (2) years. Paul holds an executive business degree from Carnegie Mellon University, as well as a Bachelor of Science degree from Northeastern University.

Randy Boutin

Randy Boutin is an independent director at Bond and the Nominating and Corporate Governance Committee Chair. In this role, he leads the selection of board candidates and oversees corporate governance practices to ensure effective board functioning. Currently, he is the General Manager at Amazon Web Services, wherein is responsible for the AWS Edge Data Services exceeding $300 million ARR and optimizing data management to help customers accelerate workflows and projects. Before, he was the Co-Founder and CEO of Tuono, a public cloud infrastructure automation platform, developing and managing the platform to help enterprise customers adopt and manage public cloud computing and accelerating productivity. Additionally, he served for five (5) years as the VP of Cloud Services & Customer Success at SimpliVity. Randy holds an M.B.A from Columbia Business School, as well as a Bachelor of Science degree from Rensselaer Polytechnic Institute.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board of Directors

Our board of directors currently consists of seven (7) directors. Our bylaws provide that, subject to the rights of holders of any series of our preferred stock to elect directors, the number of directors on our board of directors shall be fixed from time to time solely by resolution of the board of directors.

Pursuant to our bylaws, subject to the preferential rights of holders of any series of our preferred stock, any newly created directorship that results from an increase in the number of directors or any vacancy on our board of directors can only be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director. Further, any member of our board of directors or our entire board of directors may be removed by the stockholders holding a majority of the shares then entitled to vote at an election of directors with or without cause.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Director Independence

Our board of directors has determined that all members of our board of directors and nominees for our board of directors, except Doron Kempel and Amit Hod, are independent directors for purposes of the rules of Nasdaq and the SEC. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant, including the beneficial ownership of our Common Stock by each non-employee director. Upon the effectiveness of the registration of which this prospectus forms a part, the composition and functioning of our board of directors and each of our committees complies with all applicable requirements of Nasdaq and the rules and regulations of the SEC, subject to applicable phase-in periods for committees.

Board Leadership Structure

Our board of directors is currently chaired by Doron Kempel. Our corporate governance guidelines further provide the flexibility for our board of directors to modify our leadership structure in the future as it deems appropriate.

Committees of our Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. Our board of directors may also establish other committees from time to time to assist the board of directors. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. Each committee’s charter is available on our website.

Audit Committee

The members of our Audit Committee are Adam Draizin, Paul Morin and Randy Boutin. Adam Draizin serves as the chairperson of the committee. Each of the audit committee members satisfy the independence requirements of Rule 5605(a)(2) of the NASDAQ Stock Market listing rules and SEC Rule 10A-3 nominees. Our board has affirmatively determined that Adam Draizin is designated as the “audit committee financial expert.” The designation shall not impose on Adam Draizin any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and the board members. The audit committee’s responsibilities include:

	●	appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm;

	●	pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

	●	reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

	●	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

	●	coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

	●	establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

	●	recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our annual report on Form 10-K;

	●	monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

	●	preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

	●	reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

	●	reviewing quarterly earnings releases.

Compensation Committee

The members of the compensation committee are Paul Morin, Adam Draizin and Randy Boutin. Paul Morin serves as the chairperson of the committee. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in Nasdaq rules and is a “non-employee director” under Rule 16b-3 under the Exchange Act. In addition, our board of directors has determined that each member of the compensation committee meets the heightened independence requirements for compensation committee purposes under Section 10C of the Exchange Act and related SEC and Nasdaq rules. The compensation committee’s responsibilities include:

	●	reviewing and approving our philosophy, policies and plans with respect to the compensation of our chief executive officer;

	●	making recommendations to our board of directors with respect to the compensation of our chief executive officer and our other executive officers;

	●	reviewing and assessing the independence of compensation advisors;

	●	overseeing and administering our equity incentive plans;

	●	reviewing and making recommendations to our board of directors with respect to director compensation; and

	●	preparing the compensation committee reports required by the SEC, including our “compensation discussion and analysis” disclosure.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Randy Boutin, Adam Draizin and Paul Morin. Randy Boutin serves as the chairperson of the committee. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in Nasdaq rules. The nominating and corporate governance committee’s responsibilities include:

	●	developing and recommending to the board of directors criteria for board and committee membership;

	●	establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders;

	●	reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

	●	identifying and screening individuals qualified to become members of the board of directors;

	●	recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

	●	developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and

	●	overseeing the evaluation of our board of directors and management.

Code of Conduct

We have adopted a written code of ethics and business conduct, that applies to our directors, officers and employees, including our chief executive officer, head of finance, head of global security or persons performing similar functions. In connection with the effectiveness of the registration statement of which this prospectus forms a part, a current copy of the code will be posted on our website. If we make any substantive amendments to, or grant any waivers from, the code of ethics and business conduct for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. For the fiscal year ended December 31, 2025, our “named executive officers” and their positions were as follows:

	●	Doron Kempel, Chief Executive Officer and Director;

	●	Amit Hod, Head of Corporate Operations and Finance;

	●	Joseph DeSalvo, Head of Global Security; and

	●	Michael Lambert, Head of Commercial Operations.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” and a “smaller reporting company,” each as defined under SEC rules, we are not required to include a compensation discussion and analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and smaller reporting companies.

2025 Summary Compensation Table

The following table represents information regarding the total compensation awarded to, earned by or paid to our named executive officers during the fiscal years ended December 31, 2025 and 2024:

Name and Principal Position	Year	Salary ($)		Bonus ($)		Option Awards (1) ($)			Total ($)
Doron Kempel	2025		31,200		-		2,579,478			2,610,678
Chief Executive Officer and Director	2024		31,200		-		1,299,124			1,330,324
Amit Hod	2025		182,000		-		668,842	(2)		850,842
Head of Corporate Operations and Finance	2024		153,000		-		427,350	(2)		580,350
Joseph DeSalvo	2025		315,000		313,238		152,582			780,820
Head of Global Security	2024		315,000		262,321		105,782			683,103
Michael Lambert	2025		225,000		112,366		112,059			449,425
Head of Commercial Operations	2024		225,000		191,481		97,434			513,915

(1) In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options for shares of Common Stock granted computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the stock options granted in Note 4 to our audited financial statements included elsewhere in this prospectus.

(2) The exercise price for the option awards awarded to our named executive officers was modified pursuant to a reverse stock split on November 11, 2023 and September 19, 2025 except in relation to the exercise price for the option awards awarded to Mr. Hod.

2025 Salaries

In 2025, our named executive officers received an annual base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities.

For the fiscal year ended December 31, 2025, the annual base salaries of Mr. Kempel and Mr. Lambert remained consistent with the salaries paid in the fiscal year ended December 31, 2024, at $31,200 and $225,000, respectively, while the annual base salary of Mr. Hod was increased to $182,000 from $153,000.

On March 26, 2026, the Compensation Committee approved a revised compensation package for the Company’s Chief Executive Officer. The new compensation structure includes an annual base salary of $360,000 and a target annual bonus opportunity of $120,000, subject to the achievement of strategic goals and performance parameters established by the Compensation Committee.

2024 Salaries

In 2024, our named executive officers received an annual base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities.

For the fiscal year ended December 31, 2024, the annual base salary of the following executive officers remained consistent with salaries paid in the fiscal year ended December 31, 2023: Mr. Kempel at $31,200 and Mr. Hod at $153,000.

Mr. Lambert joined the Company in the fiscal year ended December 31, 2024 with an annual base salary of $225,000.

2025 Bonuses

For the fiscal year ended December 31, 2025, Mr. DeSalvo and Mr. Lambert were eligible to earn a bonus based on the achievement of goals and milestones, as determined by the Company in its sole discretion. For the fiscal year ended December 31, 2025, both Mr. DeSalvo and Mr. Lambert received bonuses amounting to $313,238 and $112,366 respectively.

2024 Bonuses

For the fiscal year ended December 31, 2024, Mr. DeSalvo and Mr. Lambert were eligible to earn a bonus based on the achievement of goals and milestones, as determined by the Company in its sole discretion. For the fiscal year ended December 31, 2024, both Mr. DeSalvo and Mr. Lambert received bonuses amounting to $262,321 and $191,480 respectively.

Equity Compensation

Our named executive officers received stock options to purchase shares of Common Stock that were granted in 2025 and 2024 pursuant to the Company’s Amended and Restated Equity Plan.

In 2025, the named executive officers were awarded stock options to purchase the following number of shares of Common Stock: Mr. Kempel - 1,094,320, Mr. Hod - 206,403, Mr. DeSalvo - 40,000 and Mr. Lambert - 12,500.

In 2024, the named executive officers were awarded stock options to purchase the following number of shares of Common Stock: Mr. Kempel - 3,090,943, Mr. Hod – 172,370, Mr. DeSalvo - 251,906 and Mr. Lambert - 231,821.

Many of the stock options granted to our named executive officers in 2025 and 2024 vest over four (4) years, with a 1/4 on the first anniversary date of the vesting commencement date and 1/48^th each month thereafter until fully vested, subject to continued service. All of the stock options granted vest over a period of time not to exceed ten (10) years from the grant date

For additional information about the Amended and Restated Equity Plan, please see the section titled “—Equity Compensation Plans” below.

Other Elements of Compensation

Retirement Plans

We participate in the TG-17, Inc. 401(k) Plan, which is available to all of our employees, including our named executive officers. Our named executive officers are eligible to participate in the TG-17, Inc. 401(k) Plan on the same terms as other full-time employees. As per the TG-17, Inc. 401(k) Plan, the Company may, in its sole discretion, provide matching funds to any employee.

Employee Benefits and Perquisites

Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in the Company’s health and welfare plans, including:

	●	medical, dental and vision benefits;

	●	health and dependent care flexible spending accounts;

	●	short-term and long-term disability insurance;

	●	life and accidental death and dismemberment coverage;

	●	voluntary employee paid life insurance; and

	●	employee paid specified disease.

We believe that the employee benefits described above are necessary and appropriate to provide a competitive compensation package to our named executive officers and employees.

Employment Agreements with our Named Executive Officers

Doron Kempel Employment Agreement

We entered into an employment agreement with Mr. Kempel, dated August 15, 2018, pursuant to which Mr. Kempel serves as our Chief Executive Officer. Mr. Kempel’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with or without notice.

Pursuant to his agreement, Mr. Kempel was entitled to receive an initial base salary of $25,000 per year, which was increased to $31,200 in 2023. In addition, the agreement provides that Mr. Kempel is eligible to participate in Company sponsored benefit plans, as and when established. All reasonable business expenses that were documented by Mr. Kempel and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures.

Amit Hod Employment Agreement

We, through our TG- 17 (Israel) Ltd. subsidiary, entered into an employment agreement with Mr. Hod, dated May 25, 2017, pursuant to which Mr. Hod serves as our Chief Financial Officer. Mr. Hod’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with a prior written notice of 30 days.

Pursuant to his agreement, Mr. Hod was entitled to receive an initial base salary of $10,200 per month and an overtime payment of $2,550 per month, which was increased to a monthly base salary of $12,133 and an overtime payment of $3,032 per month in 2025. In addition, the agreement provides that Mr. Hod shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the continuous excellence and alignment objectives (“CEAO”) bonus program, (ii) pension insurance, and (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated Sub-Plan: Israel. Under the CEAO bonus program, Mr. Hod was entitled to receive an initial gross payout of $20,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. In 2024, the gross payout under the CEAO bonus program was reduced to $0. All reasonable business expenses that were documented by Mr. Hod and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures.

Joseph DeSalvo Employment Agreement

We entered into an employment agreement with Mr. DeSalvo, dated July 19, 2021, pursuant to which Mr. DeSalvo serves as our Head of Global Security. Mr. DeSalvo’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with or without notice.

Pursuant to his agreement, Mr. DeSalvo was entitled to receive an initial base salary of $285,000 per year, which has been increased to $300,000 in 2025. In addition, the agreement provides that Mr. DeSalvo shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the CEAO bonus program, (ii) commission incentives and bookings bonus for the first twelve (12) months of employment as per the agreement, and subsequently as determined by the Company, (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated 2017 Equity Plan, and (iv) three (3) months’ severance benefits in the event of termination other than for cause or for a good reason as defined under the agreement. Under the CEAO bonus program, Mr. DeSalvo was entitled to receive an initial gross payout of $15,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. All reasonable business expenses that were documented by Mr. DeSalvo and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures.

Michael Lambert Employment Agreement

We entered into an employment agreement with Mr. Lambert, dated January 2, 2024, pursuant to which Mr. Lambert serves as our Head of Commercial Operations. Mr. Lambert’s employment pursuant to the agreement was “at-will” and was terminable by either party for any reason and with or without notice.

Pursuant to his agreement, Mr. Lambert was entitled to receive an initial base salary of $240,000 per year, which was decreased to $225,000 in 2024. In addition, the agreement provides that Mr. Lambert shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the CEAO bonus program, (ii) commission incentives of up to $250,000, (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated 2017 Equity Plan, and (iv) three (3) months’ severance benefits in the event of termination other than for cause. Under the CEAO bonus program, Mr. Lambert was entitled to receive an initial gross payout of $10,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. In 2024, the gross payout under the CEAO bonus program was reduced to $0. All reasonable business expenses that were documented by Mr. Lambert and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures.

The foregoing description of the employment agreements with our named executive officers are qualified in their entirety by reference to the individual employment agreements, copies of which are filed as Exhibits 10.5, 10.6, 10.7 and 10.8 hereto and incorporated by reference herein.

Equity Compensation Plans

The following summarizes the material terms of the Amended and Restated Equity Plan.

Stock Option Plan

On May 26, 2017, our board of directors adopted, and our stockholders approved, our Amended and Restated Equity Plan. On June 29, 2018, this plan was amended to reflect the Company’s conversion from a Delaware limited liability company to a Delaware corporation. On June 19, 2025, this plan was further amended to increase the number of shares authorized for issuance under the plan by reserving an additional 5,866,923 shares of the Common Stock resulting in an aggregate of 22,220,855 shares of the Common Stock reserved for issuance.

On May 26, 2017, our board of directors adopted, and our stockholders approved, our TG-17, Inc. Amended and Restated Sub-Plan: Israel applicable only for residents of the State of Israel or those who are deemed to be residents of the State of Israel for the payment of tax. This sub-plan is to be read as a continuation of the Amended and Restated Equity Plan and only modifies those options that are governed by the sub-plan to ensure compliance with the requirements of the applicable Israeli laws.

The Amended and Restated Equity Plan provides for the grant of incentive stock options and non-statutory stock options. The Amended and Restated Equity Plan, through the grant of stock awards, is intended to help us secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for our success. Through December 31, 2025, we have issued the equivalent of 7,336,803 options at the strike price and as per the vesting schedule specified in the corresponding award agreement to employees and directors under Amended and Restated Equity Plan.

As of December 31, 2025, there were the equivalent of 14,675,917 shares available for future issuance under the Amended and Restated Equity Plan.

The foregoing description of the TG-17, Inc. Amended and Restated 2017 Equity Plan and the TG-17, Inc. Amended and Restated Sub-Plan: Israel are qualified in its entirety by reference to the TG-17, Inc. Amended and Restated 2017 Equity Plan and the TG-17, Inc. Amended and Restated Sub-Plan: Israel, copies of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated by reference herein.

Outstanding Equity Awards at December 31, 2025

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Weighted Average Option Exercise Price			Option Expiration Date
Doron Kempel		2,833,365		1,351,899	$	0.61			2034
Amit Hod		258,774		140,191	$	1.68	⁽¹⁾		2027-2034
Joseph DeSalvo		251,707		40,000	$	0.52			2031-2034
Michael Lambert		118,751		125,570	$	0.46			2034

(1) The exercise price for the option awards awarded to our named executive officers was modified pursuant to a reverse stock split on November 11, 2023 except in relation to the exercise price for the option awards awarded to Mr. Hod.

Director Compensation

Non-employee Director Compensation Table

We did not have any non-employee members on our board of directors during the fiscal year ended December 31, 2025 and therefore, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any non-employee members of our board of directors in 2025.

On March 26, 2026, the Compensation Committee approved the Director Compensation Policy (the “2026 Policy”). The 2026 Policy applies to all directors who are neither employees of the Company nor compensated consultants. Under the 2026 Policy, each eligible non-employee director will receive equity awards in the form of stock options with an aggregate value of $450,000 over a three-year period. These awards are structured at $150,000 per year, commencing on February 4, 2026, and will vest monthly over the applicable vesting period. In addition, pursuant to the 2026 Policy, non-employee directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with Company business and activities related to the Board.

Name	Fees Earned or Paid in Cash ($)		Stock awards ($)⁽¹⁾		Option awards ($)⁽¹⁾		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Adam Draizin		-	$	450,000		-		-		-		-	$	450,000
Paul Morin		-	$	450,000		-		-		-		-	$	450,000
Adam Boutin		-	$	450,000		-		-		-		-	$	450,000

(1)

The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 12 of the accompanying Consolidated Financial Statements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of the date of this prospectus, the number of shares of common stock beneficially owned by:

(i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our directors;

(iii) each of our Named Executive Officers; and

(iv) all executive officers and directors as a group.

Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

We have based percentage of beneficial ownership for the following table on 20,673,185 shares of Common Stock and 9,725,900 shares in the aggregate of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series F Preferred Stock on an as converted to Common Stock basis, which cast a total of 415,221,719 on an as converted to Common Stock basis, for a total of 435,894,904 shares entitled to vote, and does not include 52,500 shares of Series C Preferred Stock and 525,451 shares of Series D Preferred Stock, which are non-voting, outstanding as of March 27, 2026. In addition, in accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities issuable within 60 days of March 27, 2026. As such, shares of Common Stock issuable pursuant to options and warrants that may be exercised or settled within 60 days of March 27, 2026 are deemed to be outstanding for purposes of computing the percentage of the class beneficially owned by the person holding such securities but are not deemed to be outstanding for purposes of computing the percentage of the class beneficially owned by any other person.

Each share of our Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.

Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o Our Bond, Inc., 85 Broad Street, New York, NY 10004.

The following table represents the security ownership of certain beneficial owners and management pertaining to our Common Stock:

Name of beneficial owner	Common Stock beneficially owned		Percentage of Beneficial Ownership			Percentage of Voting Power
Executive Officers and Directors
Doron Kempel (1)		9,206,444		33.83	%		95.76	%
Amit Hod (2)		283,219		1.35	%		0	%
Joseph DeSalvo (3)		251,707		1.20	%		0	%
Michael Lambert (4)		125,570		*			0	%
Adam Draizin (5)		31,729		*			*
Paul Morin (6)		154,018		*			*
Randy Boutin (7)		27,990		*			0	%

Executive Officers and Directors as a Group (8 persons) (8)		10,080,676		35.95	%		95.77	%

5% Stockholders
Doron Kempel (1)		9,206,444		33.83	%		95.76	%
ProdActive II LLC (9)		8,063,795		33.72	%		33.72	%
Radek Sousek (10)		2,259,945		9.91	%		9.91	%
JVP VIII, L.P. (11)		1,365,433		6.60	%		6.60	%
Ascent Partners Fund LLC (12)		2,294,469		9.99	%		0	%
Eastward Fund Management, LLC (13)		2,294,469		9.99	%		6.91	%

* Less than 1%

1. Doron Kempel beneficially owns:

(A) 2,669,211 shares of our Common Stock, which includes the following: (i) 165,780 shares which he owns himself and over which he has sole voting and investment control; and (ii) 2,503,431 shares owned by VFTG, L.P., over which Mr. Kempel has sole voting and investment control. The address of VFTG, L.P. is 292 Newbury Street, #485 Boston, MA 02115;

(B) 3,114,460 shares of our shares of Common Stock, issuable upon conversion of 3,114,460 shares of Series B-1 Preferred Stock, owned by VFTG, L.P.;

(C) 418,421 shares of our shares of Common Stock, issuable upon conversion of 418,421 shares of Series B-3 Preferred Stock, which includes (i) 389,457 shares owned by VFTG, L.P.; and (ii) 28,964 which he owns himself;

(D) 10,000 shares of our shares of Common Stock, issuable upon conversion of 10,000 shares of Series F Preferred Stock, each share entitled to cast 40,000 votes, which he owns himself; and

(E) 2,994,352 shares of our Common Stock issuable upon the exercise of 2,994,352 outstanding options, with an exercise cost of $1,258,526, within 60 days of this prospectus.

2. Amit Hod beneficially owns 283,219 shares of our Common Stock issuable upon the exercise of 283,219 outstanding options, with an exercise cost of $533,419, within 60 days of this prospectus. Mr. Hod has sole voting and investment control over such shares.

3. Joseph DeSalvo beneficially owns 251,707 shares of our Common Stock issuable upon the exercise of 251,707 outstanding options, with an exercise cost of $105,782, within 60 days of this prospectus. Mr. DeSalvo has sole voting and investment control over such shares.

4. Michael Lambert beneficially owns 125,570 shares of our Common Stock issuable upon the exercise of 125,570 outstanding options, with an exercise cost of $52,777, within 60 days of this prospectus. Mr. Lambert has sole voting and investment control over such shares.

5. Adam Draizin beneficially owns 31,729 shares of our Common Stock which includes (A) 3,649 shares of Common Stock which he owns himself; (B) 1,294 shares of Common Stock issuable upon conversion of Series CF-2 Warrants; and (C) 26,786 shares of our Common Stock issuable upon the exercise of 26,786 outstanding options, with an exercise cost of $35,089, within 60 days of this prospectus. Mr. Draizin has sole voting and investment control over such shares.

6. Paul Morin beneficially owns 154,018 shares of our Common Stock which includes (A) 41,202 shares of Common Stock which he owns himself; (B) 64,792 shares of Common Stock issuable upon conversion of 64,792 shares of Series B-3 Preferred Stock; (C) 1,553 shares of Common Stock issuable upon conversion of Series CF-2 Warrants; and (D) 46,471 shares of our Common Stock issuable upon the exercise of 46,471 outstanding options, with an exercise cost of $51,357, within 60 days of this prospectus. Mr. Morin has sole voting and investment control over stocks beneficially owned by him.

7. Randy Boutin beneficially owns 27,990 shares of our Common Stock issuable upon the exercise of 27,990 outstanding options, with an exercise cost of $35,595, within 60 days of this prospectus. Mr. Boutin has sole voting and investment control over such shares.

8. Includes (A) 2,714,062 shares of Common Stock, (B) 3,114,460 shares of Series B-1 Preferred Stock, (C) 483,213 shares of Series B-3 Preferred Stock; (D) 10,000 shares of Series F Preferred Stock, each share entitled to cast 40,000 votes; (E) 2,847 shares of Common Stock issuable upon exercise of Series CF-2 Warrants; and (F) 3,756,094 shares of Common Stock issuable upon the exercise of 3,756,094 outstanding options within 60 days of this prospectus, all amounts mentioned herein held by the directors and executive officers as a group.

9. ProdActive II LLC, beneficially owns 8,063,795 shares of Common Stock which includes (A) 4,824,404 shares of Common Stock; and (B) 3,239,391 shares of Common Stock issuable upon conversion of (i) 133,330 shares of Series B-1 Preferred Stock; and (ii) 3,106,061 shares of Series B-3 Preferred Stock. DK 2019 Irrevocable Trust has sole voting and investment control over stocks beneficially owned by ProdActive II LLC. DK 2019 Irrevocable Trust is governed by unanimous consent of a distribution committee, namely: Koby Kempel, Jay Hachigian, Susan Aharonian and Paul Morin. The address of ProdActive II LLC is 292 Newbury Street, #485 Boston, MA 02115.

10. Radek Sousek beneficially owns 2,259,945 shares of Common Stock which includes (A) 137,392 shares of Common Stock; and (B) 2,122,555 shares of Common Stock issuable upon conversion of (i) 683,746 shares of Series B-1 Preferred Stock; (ii) 1,332,552 shares of Series B-2 Preferred Stock; and (iii) 106,257 shares of Series B-3 Preferred Stock. Radek Sousek has sole voting and investment control over stocks beneficially owned by him.

11. JVP VIII, L.P. beneficially owns 1,365,433 shares of Common Stock. Mr. Erel Margalit has sole voting and investment control over stocks beneficially owned by JVP VIII, L.P.

12. Ascent Partners Fund LLC (the “Ascent”), a Delaware limited liability company, beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of (A) 259,068 shares of Common Stock issuable upon conversion of 52,500 shares of Series C Preferred Stock; (B) 425,467 shares of Common Stock issuable upon conversion of 525,451 shares of Series D Preferred Stock; and (C) 1,609,934 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series C Preferred Stock and Series D Preferred Stock offerings. Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Capital Holdings LLC (“DCH”) and Dominion Capital GP LLC (“Dominion GP”), each a Delaware limited liability company, Dominion Capital LLC (“DC”), a Connecticut limited liability company, Ascent Partners LLC (“AP”), a Delaware limited liability company and Ascent. DCH manages DC, Dominion GP, AP and Ascent. Dominion GP manages DC, AP and Ascent. DC manages AP and Ascent. Alon Brenner manages Masada Group Holdings LLC (“Masada”), a Florida limited liability company, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the shares beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, DCH, Dominion GP, DC, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares beneficially owned by Ascent and the other companies they are listed above as managing. For the avoidance of doubt, Ascent beneficially owns 25,976,437 shares of Common Stock which includes (A) 259,068 shares of Common Stock issuable upon conversion of 52,500 shares of Series C Preferred Stock; (B) 300,000 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series C Preferred Stock offering; (C) 425,467 shares of Common Stock issuable upon conversion of 525,451 shares of Series D Preferred Stock; and (D) 24,991,902 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series D Preferred Stock offering. However, the Certificate of Designation for the Series C Preferred Stock and Series D Preferred Stock contain a beneficial ownership limitation on conversion of the Series C Preferred Stock and Series D Preferred Stock in excess of 9.99% of the Common Stock.

13. Eastward Fund Management, LLC beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of 2,294,469 shares of Series B-1 Preferred Stock. Mr. Dennis Cameron has sole voting and investment control over stocks beneficially owned by Eastward Fund Management, LLC. The address of Eastward Fund Management, LLC is 432 Cherry Street West Newton, MA 02465. For the avoidance of doubt, Eastward Fund Management, LLC beneficially owns (A) 4,102,472 shares of Common Stock issuable upon conversion of 4,102,472 shares of Series B-1 Preferred Stock; and (B) 247,145 shares of Common Stock issuable upon conversion of 247,145 warrants issued pursuant to the Series B-1 Preferred Stock offering. However, the Certificate of Designation for the Series B-1 Preferred Stock contains a beneficial ownership limitation on conversion of the Series B-1 Preferred Stock in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock.

The following table represents the security ownership of certain beneficial owners and management pertaining to our Preferred Stock entitled to vote, on an as converted to Common Stock basis:

Name of beneficial	Series of voting preferred stock beneficially owned														Voting preferred stock beneficially		Percentage of beneficial			Percentage of voting
owner	B-1		B-2		B-3		F		C		E		D		owned		ownership			power
Executive Officers and Directors
Doron Kempel (1)		3,114,460				418,421		10,000		-		-		-		3,542,881		20.62	%		97.18	%
Amit Hod		-		-		-		-		-		-		-		-		-			-
Joseph DeSalvo		-		-		-		-		-		-		-		-		-			-
Michael Lambert		-		-		-		-		-		-		-		-		-			-
Adam Draizin		-		-		-		-		-		-		-		-		-			-
Paul Morin (2)		-		-		64,792		-		-		-		-		64,792		*			*
Randy Boutin		-		-		-		-		-		-		-		-		-			-

Executive Officers and Directors as a Group (4 persons) (3)		3,114,460				483,213		10,000		-		-		-		3,607,673		21.00	%		97.20	%

5% Stockholders
Doron Kempel (1)		3,114,460				418,421		10,000		-		-		-		3,542,881		20.62	%		97.18	%
ProdActive II LLC (4)		133,330				3,106,061		-		-		-		-		3,239,391		18.86	%		*
Radek Sousek (5)		683,746		1,332,552		106,257		-		-		-		-		2,122,555		12.36	%		*
Eastward Fund Management, LLC (6)		2,294,469		-		-		-		-		-		-		2,294,469		13.36	%		*

1. Doron Kempel beneficially owns 3,542,881 shares of our Common Stock issuable upon conversion of:

(A) 3,114,460 shares of Series B-1 Preferred Stock, owned by VFTG, L.P.;

(B) 418,421 shares of Series B-3 Preferred Stock, which includes (i) 389,457 shares owned by VFTG, L.P.; and (ii) 28,964 which he owns himself; and

2. Paul Morin beneficially owns 64,792 shares of our Common Stock issuable upon conversion of 64,792 shares of Series B-3 Preferred Stock. Mr. Morin has sole voting and investment control over stocks beneficially owned by him.

3. Includes (i) 3,607,673 shares of Common Stock issuable upon conversion of the Preferred Stock entitled to vote held by the Directors and Executive Officers as a group.

4. ProdActive II LLC beneficially owns 3,239,391 shares of Common Stock issuable upon conversion of (A) 133,330 shares of Series B-1 Preferred Stock; and (B) 3,106,061 shares of Series B-3 Preferred Stock.

5. Radek Sousek beneficially owns 2,122,555 shares of Common Stock issuable upon conversion of (A) 683,746 shares of Series B-1 Preferred Stock; (B) 1,332,552 shares of Series B-2 Preferred Stock and (C) 106,257 shares of Series B-3 Preferred Stock.

6. Eastward Fund Management, LLC beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of 2,294,469 shares of Series B-1 Preferred Stock. For the avoidance of doubt, Eastward Fund Management, LLC beneficially owns (A) 4,102,472 shares of Common Stock issuable upon conversion of 4,102,472 shares of Series B-1 Preferred Stock; and (B) 247,145 shares of Common Stock issuable upon conversion of 247,145 warrants issued pursuant to the Series B-1 Preferred Stock offering. However, the Certificate of Designation for the Series B-1 Preferred Stock contains a beneficial ownership limitation on conversion of the Series B-1 Preferred Stock in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following is a summary of transactions or series of transactions since inception, or currently proposed transactions or series of transactions, to which we were, or will be, a party, in which the amount involved exceeded, or will exceed, $120,000, and in which any of our directors, executive officers, or to our knowledge, beneficial owners of 5% or more of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Since the company’s establishment, the company’s founder and CEO has also been the largest investor who participated - either directly or through entities under his control - in all funding rounds in a total amount of approximately $44.67 million.

In 2023, the Company entered into an Unsecured Convertible Revolving Promissory Note (the “Note”) with its main shareholder in the amount of up to $3,000. At any time, the Noteholder may, in its sole discretion, lend to the Company from time to time until the first-year anniversary of the Effective Date such amounts as may be requested by the Company in accordance with the terms and conditions of this Note. The principal amount outstanding under this Note from time to time shall bear interest at a rate per annum equal to the Applicable Federal Rate. During 2025, Company received a total of $451 and repaid $1,605 from the outstanding balance. During 2024, Company received a total of $1,110 and repaid $910 from the outstanding balance. As of December 31, 2025 and 2024, the Revolving Promissory Note outstanding balance was $765 and $1,870, respectively. The total interest expenses recorded in 2025 and 2024 were $48 and $85, respectively.

DESCRIPTION OF CAPITAL STOCK

General

The following description summarizes certain important terms of our capital stock, as they are expected to be in effect in connection with the effectiveness of the registration statement of which this prospectus forms a part. This description summarizes the provisions of our articles of incorporation, bylaws and individual certificates of designation for each series of our Preferred Stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,” you should refer to our articles of incorporation, our bylaws and individual certificates of designation for each series of our Preferred Stock, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Nevada law.

We are authorized to issue 400,000,000 shares of capital stock, which will consist of: (i) 200,000,000 shares of Common Stock, par value $0.0001 per share, (ii) 150,000,000 shares of Preferred Stock, par value $0.0001 per share and (iii) 50,000,000 shares of Non-Voting Common Stock, par value $0.0001 per share.

Pursuant to our articles of incorporation, subject to the provisions of any certificate of designation of any series of Preferred Stock, any increase or decrease in the authorized shares of Common Stock requires an affirmative vote of all the holders of a majority in voting power of capital stock that are entitled to vote.

Common Stock

Our articles of incorporation provides that:

●

holders of Common Stock will have the right to participate and vote in the Company’s stockholders meeting except with respect to amendments to our articles of incorporation that relate solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote on such an amendment;

	●	holders of Common Stock will be entitled to one vote per share on matters to be voted on by stockholders and also will be entitled to receive such dividends, if any, as may be declared from time to time out of funds legally available therefor;

	●	the payment of dividends, if any, on the Common Stock will be subject to rights of the holders of Preferred Stock; and

	●	upon our liquidation or dissolution, the holders of Common Stock will be entitled to receive pro rata all assets remaining available for distribution, subject to stockholders rights of the holders of Preferred Stock.

Preferred Stock

Our certificates of designation for each series of our Preferred Stock categorize Preferred Stock into the following designations: Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series CF-1 Preferred Stock, Series CF-2 Preferred Stock, Series F Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series D Preferred Stock (together, the “Preferred Stock”).

Ranking

With respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company,

	●	All shares of capital stock of the Company except for Series C Preferred Stock, Series E Preferred Stock and Series D Preferred Stock shall be junior in rank to Series C Preferred Stock, Series E Preferred Stock and Series D Preferred Stock, each of which rank equal,

	●	Series B-3 Preferred Stock shall be junior in rank to Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series CF-1 Preferred Stock, and Series CF-2 Preferred Stock, each of which rank equal,

	●	Common Stock, Non-Voting Common Stock and Series F Preferred Stock shall be junior in rank to all other shares of capital stock, and

	●	Common Stock, Non-Voting Common Stock and Series F Preferred Stock shall rank equal.

Overview of each series of Preferred Stock:

The following is the summary of our various series of our Preferred Stock:

Series B Preferred Stock

Description

This consists of shares of Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series B-3 Preferred Stock (together, the “Series B Preferred Stock”).

Conversion

Each share of Series B Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the applicable original issuance price by the applicable conversion price in effect at the time of conversion.

Each share of Series B Preferred Stock shall automatically be converted into Common Stock immediately upon the earlier of (i) the closing of a Qualified IPO (as such term is defined in our applicable certificate of designation), as such or (ii) written consent or agreement of the majority of the outstanding shares of Preferred Stock voting together on an as-converted to Common Stock basis that are entitled to vote on such matter.

In the event that the Company issues any new securities, for a consideration per stock lower than the applicable conversion price of the applicable Series B Preferred Stock, the applicable conversion price for the applicable Series B Preferred Stock shall be readjusted to reflect the lower consideration paid for the applicable Series B Preferred Stock as set forth in our applicable certificate of designation.

The certificate of designation of Series B-1 Preferred Stock provides a limitation on conversion in the event the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Common Stock upon such conversion.

Voting Rights

The holders of Series B Preferred Stock are entitled to one vote for each share of Common stock on an as-converted basis and shall vote together, along with holders of other Preferred Stock entitled to vote thereon (together, the “Voting Preferred Stock”), with the holders of Common Stock as a single class. The holders of the Series B Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote.

Preferred Return; Dividends and Distributions

The holders of Series B Preferred Stock have a right to participate in any dividend paid by the Company of an amount equal to the dividend payable on each share of Common stock on an as-converted basis. Further, the Company is not allowed to pay or set aside any such dividend unless the holders of Series B Preferred Stock are paid, either first or simultaneously, their share of the dividend, subject to rights of other series of Preferred Stock.

Liquidation Preference

The Company’s Series B Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed as follows: (i) the holders of Series B-1 Preferred Stock and Series B-2 Preferred Stock (along with holders of Series CF Preferred Stock on a pari-passu basis) shall be paid before any payment is paid to the remaining stockholders (other than holders of Series C Preferred Stock), of an amount per share equal to two (2) times their original issue price and any unpaid dividend and subsequently (ii) the holders of Series B-3 Preferred Stock shall be paid before any payment is paid to holders of Common Stock and Series F Preferred Stock, of an amount per share equal to two (2) times their original issue price and any unpaid dividend.

Redemption Right

Other than in a deemed liquidation event as provided for under the applicable certificate of designation, the Series B Preferred Stock is not redeemable at the option of the holder or the Corporation.

Covenants

For so long as at least 6,187,498 shares of Voting Preferred Stock remain outstanding, we have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we will not create or reclassify any capital stock, or increase the authorized number of shares of Series B Preferred Stock, unless the same ranks junior to the Series B Preferred Stock with respect to its rights, preferences and privileges and we will not enter into certain fundamental transactions (including, without limitation, mergers, business combinations or similar transactions) without the prior written consent of the holders of a majority of the holders of Voting Preferred Stock.

Series B-1 Preferred Stock Protection Covenants

For so long as at least 2,051,236 shares of Series B-1 Preferred Stock remain outstanding, we have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we will not create or reclassify any capital stock unless the same ranks pari passu with or junior to, or increase the authorized number of shares of Series B-1 Preferred Stock unless the same ranks junior to, the Series B-1 Preferred Stock with respect to its rights, preferences and privileges without the prior written consent of the holders of at least 60% of the holders of Series B-1 Preferred Stock.

Registration Rights

Pursuant to the terms of the Third Amended and Restated Stockholders’ Agreement dated June 24, 2024 (the “Stockholders’ Agreement”), the holders of our Preferred Stock entitled to vote therein will be entitled to certain demand registration rights. At any time beginning six (6) months after the effectiveness of the Company’s first firm commitment underwritten public offering of its securities under the Act, the holders of at least 50% of the shares registrable under the Stockholders Agreement can request that we register the offer and sale of their shares. Such request for registration must cover securities with an anticipated aggregate offering price of at least $30 million. We are obligated to effect only three (3) such registrations. If we determine that it would be seriously detrimental to us and our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any twelve-month period, for a period of up to 90 days. Additionally, we will not be required to effect a demand registration during the period beginning 60 days prior to the public filing of a registration statement, and ending on a date 180 days following the effectiveness of a registration statement.

Piggyback Registration Rights

If we propose to register the offer and sale of any of our Common Stock or any other securities under the Act, then in connection with the public offering of such Common Stock or any other securities solely for cash, we expect that the holders of up to 28,090,905 shares of our Common Stock (issuable upon conversion of our Series B Preferred Stock and Series CF Preferred Stock) will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to (i) a demand registration, (ii) a registration related to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, (iii) a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the shares registrable under the Stockholders Agreement or (iv) a registration in which the only Common Stock or Non-Voting Common Stock being registered is issuable upon conversion of debt securities that are also being registered, the holders of these shares are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

Series CF Preferred Stock:

Description

This consists of shares of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock (together, the “Series CF Preferred Stock”). As of the date of this Prospectus, all shares of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock have been converted to Non-Voting Common Stock. Accordingly, we do not have any shares of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock issued and outstanding, and we intend to file a withdrawal of the Certificate of Designation of the Series CF-1 Preferred Stock and Series CF-2 Preferred Stock.

Conversion

Each share of Series CF Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Non-Voting Common Stock as is determined by terms of the applicable certificates of designation.

Each share of Series CF Preferred Stock shall automatically be converted into Non-Voting Common Stock immediately upon the earlier of (i) the closing of a Qualified IPO (as such term is defined in our applicable certificate of designation), as such or (ii) written consent or agreement of the majority of the outstanding shares of Preferred Stock voting together on an as-converted to Common Stock basis that are entitled to vote on such matter.

In the event that the Company issues any new securities, for a consideration per stock lower than the applicable conversion price of the applicable Series CF Preferred Stock, the applicable conversion price for the applicable Series CF Preferred Stock shall be readjusted to reflect the lower consideration paid for the applicable Series CF Preferred Stock as set forth in our applicable certificate of designation.

On June 19, 2025, our board of directors and stockholders approved the automatic conversion of all our Non-Voting Common Stock, issued or issuable upon the conversion of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock, into Common Stock concurrently with the listing on the Nasdaq Stock Exchange.

On October 15, 2025, we received the Requisite Holder’s consent to convert our Series CF Preferred Stock into Non-Voting Common Stock. Pursuant to the Company’s Articles of Incorporation, all Non-Voting Common Stock automatically converted into Common Stock, which is entitled to one vote per share, in connection with the initial listing of Common Stock on Nasdaq.

Voting Rights

The holders of Series CF Preferred Stock are not entitled to any voting rights.

Preferred Return; Dividends and Distributions

The holders of Series CF Preferred Stock have a right to participate in any dividend paid by the Company of an amount equal to the dividend payable on each share of Non-Voting Common stock on an as-converted basis. Further, the Company is not allowed to pay or set aside any such dividend unless the holders of Series CF Preferred Stock are paid, either first or simultaneously, their share of the dividend, subject to rights of other series of Preferred Stock.

Liquidation Preference

The Company’s Series CF Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed as follows: (i) the holders of Series CF Preferred Stock (along with holders of Series B-1 Preferred Stock and Series B-2 Preferred Stock on a pari-passu basis) shall be paid before any payment is paid to the remaining stockholders (other than holders of Series C Preferred Stock), of an amount per share equal to two (2) times their original issue price and any unpaid dividend.

Redemption Right

Other than in a deemed liquidation event as provided for under the applicable certificate of designation, the Series CF Preferred Stock is not redeemable at the option of the holder or the Corporation.

Covenants

For so long as at least 6,187,498 shares of Voting Preferred Stock remain outstanding, we have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we will not create or reclassify any capital stock, or increase the authorized number of shares of Series CF Preferred Stock, unless the same ranks junior to the Series CF Preferred Stock with respect to its rights, preferences and privileges and we will not enter into certain fundamental transactions (including, without limitation, mergers, business combinations or similar transactions) without the prior written consent of the holders of a majority of the holders of Voting Preferred Stock.

Registration Rights

Pursuant to the terms of the Stockholders’ Agreement, the holders of our Preferred Stock entitled to vote therein will be entitled to certain demand registration rights. At any time beginning six (6) months after the effectiveness of the Company’s first firm commitment underwritten public offering of its securities under the Act, the holders of at least 50% of the shares registrable under the Stockholders Agreement can request that we register the offer and sale of their shares. Such request for registration must cover securities with an anticipated aggregate offering price of at least $30 million. We are obligated to effect only three (3) such registrations. If we determine that it would be seriously detrimental to us and our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any twelve-month period, for a period of up to 90 days. Additionally, we will not be required to effect a demand registration during the period beginning 60 days prior to the public filing of a registration statement, and ending on a date 180 days following the effectiveness of a registration statement.

Piggyback Registration Rights

Series F Preferred Stock:

Description

This consists of shares of Series F Preferred Stock.

Conversion

Each share of Series F Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into one (1) share of fully paid and non-assessable Common Stock.

Voting Rights

The holders of Series F Preferred Stock are entitled to cast 40,000 votes for each one (1) share of Series F Preferred Stock and shall vote together, along with holders of other Preferred Stock entitled to vote thereon, with the holders of Common Stock as a single class. The holders of the Series F Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote.

Preferred Return; Dividends and Distributions

The holders of Series F Preferred Stock have a right to participate in any dividend paid by the Company of an amount equal to the dividend payable on each share of Common stock on an as-converted basis. Further, the Company is not allowed to pay or set aside any such dividend unless the holders of Series F Preferred Stock are paid, either first or simultaneously, their share of the dividend, subject to rights of other series of Preferred Stock.

Liquidation Preference

The Company’s Series F Preferred Stock are entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, holders of Series F Preferred Stock shall be treated as if all shares of Series F Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Redemption Right

The Series F Preferred Stock is not redeemable at the option of the holder or the Corporation.

Registration Rights

The Series F Preferred Stock are not entitled to demand registration rights.

Piggyback Registration Rights

The Series F Preferred Stock are not entitled to “piggyback” registration rights.

Series C Preferred Stock:

Description

This consists of shares of Series C Preferred Stock.

Conversion

Each share of Series C Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the conversion amount by the conversion price in effect at the time of conversion. The certificate of designation provides a limitation on conversion in the event the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Common Stock upon such conversion.

Voting Rights

The holders of Series C Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate of designation.

Preferred Return; Dividends and Distributions

The holders of Series C Preferred Stock are entitled to a monthly dividend at a rate of 8% of the stated value (as defined under the Series C certificate of designation) which commences accumulating on the initial issuance date and is computed on the basis of 360-day year and twelve (12) 30-day months.

Liquidation Preference

The holders of Series C Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed to the holders of Series C Preferred Stock first (along with holders of Series E Preferred Stock and Series D Preferred Stock as described below) who shall be paid before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series C Preferred Stock into Common Stock immediately prior to the date of such payment.

Redemption Right

Upon the occurrence of a triggering event as defined in the certificate of designation which cannot be cured, each holder has a right to redeem the eligible shares of Series C Preferred Stock at the price stated in the terms therein.

Additionally, upon the occurrence of a bankruptcy triggering event as defined in the certificate of designation, we shall immediately redeem, in cash, each of the Series C Preferred Stock then outstanding at a redemption price stated in the terms therein.

If a direct listing has occurred, each holder, from and after the date of the direct listing, has a right to require the Company to redeem shares of Series C Preferred Stock at a purchase price equal to 100% of the conversion amount in an amount equal to 50% of the net proceeds received by the Company from any new issuance of public or private equity or debt securities.

If a direct listing has not occurred, each holder, from and after the 10^th business day prior to the outside date (as defined in the certificate of designation), has a right to require the Company to redeem shares of Series C Preferred Stock at a purchase price equal to 110% of the conversion amount.

At any time that no equity conditions failure exists (as defined in the certificate of designation), the Company has a right to redeem all, but not less than all, of the shares of Series C Preferred Stock then outstanding at a price equal to 200% of the stated value (as defined in the certificate of designation) plus all accrued and unpaid dividends thereon if before the direct listing, and 110% of the stated value plus all accrued and unpaid dividends thereon if after the direct listing.

Series C Protective Provisions

We will use commercially reasonable efforts to not enter into corporate transactions (as defined in the certificate of designation) unless the successor entity is a qualified entity as per the certificate of designation, we will deliver a change of control notice as per the stated timeline and any failure to do so would result in a redemption right, any transfer constituting more than 50% of the outstanding Common Stock of the Company will entitle each holder with a tag-along right.

In the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase rights 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 C Preferred Stock shall be readjusted to reflect the lower consideration paid for the Series C Preferred Stock as set forth in our certificate of designation.

Additionally, we are restricted from amending our articles of incorporation, bylaws or take any other action to avoid the observance or performance of any of the terms of the certificate of designation. We are required to reserve sufficient authorized and unissued Common Stock to give effect to conversion of all shares of Series C Preferred Stock into Common Stock.

Covenants

We have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we shall not (a) incur any indebtedness other than the permitted debt, (b) incur any liens other than permitted liens, (c) make any restricted payments, (d) enter into restricted asset transfers, (e) mature or accelerate any existing debt, (f) change the nature of our business, (g) maintain our existence, properties, intellectual property and insurance, and (h) issue any Series C Preferred Stock without the consent of the holders of sixty-five percent (65%) in aggregate principal amount of the Series C Preferred Stock then outstanding.

Additionally, (a) we shall not amend or repeal our articles of incorporation, bylaws or any certificates of designation that may adversely affect the preferences, rights and privileges of Series C Preferred Stock, (b) increase or decrease the authorized number of Series C Preferred Stock, (c) create or authorize any new class or series of shares that has a preference over or is on a parity with Series C Preferred Stock, (d) purchase, repurchase or redeem any shares junior in rank to the Series C Preferred Stock, (e) pay dividends or make any other distribution on any shares junior in rank to the Series C Preferred Stock, and (f) issue any Series C Preferred Stock other than pursuant to the securities purchase agreement executed between the holders and the Company.

Registration Rights

The Company entered into a Registration Rights Agreement dated June 25, 2025 with Ascent (the “Series C Registration Rights Agreement”) under which, the Company shall file an initial registration statement within 90 days from June 25, 2025 relating to the resale of all qualified securities (as described therein) held by the holders of Series C Preferred Stock. If the all the qualified securities cannot be registered under such initial registration statement, the Company shall (a) use its best efforts to file amendments to such registration statement to cover the maximum number of qualified securities permitted, or (b) file an additional registration statement within the specified date therein covered the qualified securities.

Additionally, the holders of Series C Preferred Stock are entitled to demand registration rights, subject to certain limitations, for all or a portion of qualified securities, other than securities that are already covered under another previously filed registration statement or that such holder has requested to be included in another registration statement. We are obligated to effect only two (2) such registrations.

Piggyback Registration Rights

Under the Series C Registration Rights Agreement, if there is no effective registration statement that covers all qualified securities as specified above and the Company intends to prepare and file a registration statement relating to an offering for its own account or the account of others, then the holders of Series C Preferred Stock are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

Series E Preferred Stock:

Description

This consists of shares of Series E Preferred Stock. As of the date of this prospectus, all shares of Series E Preferred Stock have been converted into Common Stock. Accordingly, we do not have any shares of Series E Preferred Stock issued and outstanding, and we intend to file a withdrawal of the Certificate of Designation of the Series E Preferred Stock.

Conversion

Each share of Series E Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the Stated Value (as defined under the Series E certificate of designation) by a conversion price of either (i) $4.62 per share, prior to the Ascent Minimum Recovery Date (as defined under the Series E certificate of designation), and (ii) $3.75 per share at all times after to the Ascent Minimum Recovery Date. The certificate of designation provides a limitation on conversion in the event the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Common Stock upon such conversion.

Voting Rights

The holders of Series E Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate of designation.

Preferred Return; Dividends and Distributions

The holders of Series E Preferred Stock are entitled to dividends at an annual rate of the greater of: (i) the Prime Rate, plus 6.5%, or (ii) 12%, payable monthly in arrears on the stated value (the “Dividend Rate”). Each of Series E Preferred Stock is entitled to a monthly dividend equal to Dividend Rate times the stated value commencing from its issuance date.

Liquidation Preference

The holders of Series E Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed to the holders of Series E Preferred Stock (along with holders of Series C Preferred Stock as described above and Series D Preferred Stock as described below) first who shall be paid before any payment is paid to the remaining stockholders.

Redemption Right

Upon the occurrence of a redemption triggering event as defined in the certificate of designation, the Company can redeem outstanding shares of Series E Preferred Stock in cash, as described under the certificate of designation. Additionally, the Company, at its sole discretion, can redeem, in whole or in one or more parts, outstanding shares of Series E Preferred Stock in cash by payment to the holder of the stated value thereof, plus all accrued but unpaid dividends thereon.

Series E Protective Provisions

As long as any shares of Series E Preferred Stock are issued and outstanding, we have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we will not create or reclassify any capital stock, or increase the authorized number of shares of Series E Preferred Stock, unless the same ranks junior to the Series E Preferred Stock with respect to its rights, preferences and privileges and we will not enter into certain fundamental transactions (including, without limitation, mergers, business combinations or similar transactions) without the prior written consent of the holders of a majority of the holders of Series E Preferred Stock.

Registration Rights

The Series E Preferred Stock are not entitled to demand registration rights.

Piggyback Registration Rights

The Series E Preferred Stock are not entitled to “piggyback” registration rights.

Series D Preferred Stock:

Description

This consists of shares of Series D Preferred Stock.

Conversion

Each share of Series D Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the conversion amount by the conversion price in effect at the time of conversion. The certificate of designation provides a limitation on conversion in the event the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Common Stock upon such conversion.

Voting Rights

The holders of Series D Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate of designation.

Preferred Return; Dividends and Distributions

The holders of Series D Preferred Stock are entitled to a monthly dividend at a rate of 8% of the stated value (as defined under the Series D certificate of designation) which commences accumulating on the initial issuance date and is computed on the basis of 360-day year and twelve (12) 30-day months.

Liquidation Preference

The holders of Series D Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed to the holders of Series D Preferred Stock first (along with holders of Series E Preferred Stock and Series D Preferred Stock as described above) who shall be paid before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series D Preferred Stock into Common Stock immediately prior to the date of such payment.

Redemption Right

Upon the occurrence of a triggering event as defined in the certificate of designation which cannot be cured, each holder has a right to redeem the eligible shares of Series D Preferred Stock at the price stated in the terms therein.

Additionally, upon the occurrence of a bankruptcy triggering event as defined in the certificate of designation, we shall immediately redeem, in cash, each of the Series D Preferred Stock then outstanding at a redemption price stated in the terms therein.

If a direct listing has occurred, each holder, from and after the date of the direct listing, has a right to require the Company to redeem shares of Series D Preferred Stock at a purchase price equal to 100% of the conversion amount in an amount equal to 50% of the net proceeds received by the Company from any new issuance of public or private equity or debt securities.

If a direct listing has not occurred, each holder, from and after the 10^th business day prior to the outside date (as defined in the certificate of designation), has a right to require the Company to redeem shares of Series D Preferred Stock at a purchase price equal to 110% of the conversion amount.

At any time that no equity conditions failure exists (as defined in the certificate of designation), the Company has a right to redeem all, but not less than all, of the shares of Series D Preferred Stock then outstanding at a price equal to 200% of the stated value (as defined in the certificate of designation) plus all accrued and unpaid dividends thereon if before the direct listing, and 110% of the stated value plus all accrued and unpaid dividends thereon if after the direct listing.

Series D Protective Provisions

In the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase rights 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 D Preferred Stock shall be readjusted to reflect the lower consideration paid for the Series D Preferred Stock as set forth in our certificate of designation.

Covenants

We have agreed to comply with a number of covenants restricting our ability to take certain actions or engage in certain activities, which are typical for transactions of this type. In particular, we shall not (a) incur any indebtedness other than the permitted debt, (b) incur any liens other than permitted liens, (c) make any restricted payments, (d) enter into restricted asset transfers, (e) mature or accelerate any existing debt, (f) change the nature of our business, (g) maintain our existence, properties, intellectual property and insurance, and (h) issue any Series D Preferred Stock without the consent of the holders of sixty-five percent (65%) in aggregate principal amount of the Series D Preferred Stock then outstanding.

Additionally, (a) we shall not amend or repeal our articles of incorporation, bylaws or any certificates of designation that may adversely affect the preferences, rights and privileges of Series D Preferred Stock, (b) increase or decrease the authorized number of Series D Preferred Stock, (c) create or authorize any new class or series of shares that has a preference over or is on a parity with Series D Preferred Stock, (d) purchase, repurchase or redeem any shares junior in rank to the Series D Preferred Stock, (e) pay dividends or make any other distribution on any shares junior in rank to the Series D Preferred Stock, and (f) issue any Series D Preferred Stock other than pursuant to the securities purchase agreement executed between the holders and the Company.

Registration Rights

The Company entered into a Registration Rights Agreement dated October 27, 2025 with Ascent (“Series D Registration Rights Agreement”) under which, the Company shall file an initial registration statement within five (5) days from the direct listing relating to the resale of all qualified securities (as described therein) held by the holders of Series D Preferred Stock. If the all the qualified securities cannot be registered under such initial registration statement, the Company shall (a) use its best efforts to file amendments to such registration statement to cover the maximum number of qualified securities permitted, or (b) file an additional registration statement within the specified date therein covered the qualified securities.

Additionally, the holders of Series D Preferred Stock are entitled to demand registration rights, subject to certain limitations, for all or a portion of qualified securities, other than securities that are already covered under another previously filed registration statement or that such holder has requested to be included in another registration statement. We are obligated to effect only two (2) such registrations.

Piggyback Registration Rights

Under the Series D Registration Rights Agreement, if there is no effective registration statement that covers all qualified securities as specified above and the Company intends to prepare and file a registration statement relating to an offering for its own account or the account of others, then the holders of Series D Preferred Stock are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

Anti-Takeover Effects of our Articles of Incorporation, Bylaws and Nevada Law

Exclusive Forum

Our articles of incorporation provides that, unless we consent in writing to the selection of an alternative forum, a state court located within the State of Nevada (or, if a state court located within the State of Nevada does not have jurisdiction, the federal district court for the State of Nevada) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the NRS, our articles of incorporation or our bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act or any other claim for which the federal district courts of the United States of America shall be the exclusive jurisdiction.

Notwithstanding the foregoing, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and our articles of incorporation provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Nevada courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our articles of incorporation, but there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

Moreover, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our articles of incorporation provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provision in our articles of incorporation. Our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims.

Limitation of Liability and Indemnification of Directors and Officers

Our articles of incorporation and bylaws provide that our directors and officers will be indemnified by us to the fullest extent authorized by Nevada law.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions and insurance are necessary to attract and retain talented and experienced directors and officers. In addition, in connection with the effectiveness of the registration statement of which this prospectus forms a part, we intend to enter into separate indemnification agreements with each of our directors and executive officers.

NRS 78.411 to NRS 78.444

As a Nevada corporation, we will be subject to the provisions of NRS 78.411 through NRS 78.444. These statutes prevents certain Nevada corporations, under certain circumstances, from engaging in a “business combination” with an “interested stockholder.” In general, NRS 78.423 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns 10% or more of the outstanding voting stock of the corporation. A “combination” includes a merger or sale of (i) more than 5% of the aggregate market value of (A) all our assets, or (B) all our outstanding voting shares, or (ii) more than 10% of our net income. However, the above provisions of NRS 78.423 do not apply if:

	●	the business combination takes place more than four years after the interested stockholder became an “interested stockholder;”

	●	our board of directors approves the transaction that made the stockholder an “interested stockholder” prior to the date of the transaction;

	●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least 60% of the outstanding voting stock not owned by the interested stockholder; or

	●	the corporation’s original articles of incorporation contain a provision expressly electing not to be governed by NRS 78.411 through NRS 78.444.

Our original articles of incorporation in the State of Nevada, adopted in connection with our re-domicile to the State of Nevada in August of 2025, contain a provision expressly electing not to be governed by NRS 78.411 through NRS. These provisions are therefore not applicable to us.

Listing

We have listed our Common Stock on the Nasdaq Global Market under the symbol “OBAI”.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, New York 11598. The transfer agent and registrar can be contacted by phone at: 212-828-8436.

SHARES ELIGIBLE FOR FUTURE SALE

We will have no input if and when any Selling Stockholders may, or may not, elect to sell their shares or the prices at which any such sales may occur.

As of the date of this Prospectus, a total of 20,673,185 shares of our Common Stock are issued and outstanding. Of the 7,500,000 shares registered for resale under the registration statement of which this prospectus forms a part, 418,219 shares are currently outstanding. Approximately 12,191,513 shares of our Common Stock are restricted securities. These restricted securities are eligible for public sale only if they are registered under the Securities Act, including, but not limited to, the shares registered hereunder, or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S-K. With the exception of shares owned by our directors, officers and certain stockholders, substantially all of our Common Stock may be sold after our initial listing on Nasdaq, either by the Selling Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to and in compliance with public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible shareholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares of Common Stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares of Common Stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling Common Stock on behalf of our affiliates are entitled to sell shares 90 days after we become a reporting company. Within any three-month period, such shareholders may sell a number of shares that does not exceed the greater of:

	●	1% of the number of shares of Common Stock then outstanding, which will equal approximately shares immediately after our registration; or

	●	the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares of Common Stock on behalf of our affiliates also are subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a shareholder who was issued shares under a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after we become a reporting company before selling those shares under Rule 701.

Registration Statements on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Common Stock subject to outstanding stock options or reserved for issuance under our Amended and Restated Equity Plan, as soon as permitted under the Securities Act. Such registration statements will automatically become effective upon filing with the SEC. However, shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice, and public information requirements of Rule 144.

Lock-up Agreements

Pursuant to the Series D Preferred Stock offering, our Chief Executive Officer, Mr. Doron Kempel has entered into a lock-up agreement with Ascent wherein Mr. Kempel, during the period commencing October 27, 2025 and ending on the date on which 95% or more of the shares of Series D Preferred Stock issued pursuant to the that certain share purchase agreement, dated October 2, 2025, by and between the Company and Ascent, are either redeemed or converted or any combination thereof, has agreed not to (1) offer, pledge, transfer, sell, dispose of, lend, or otherwise grant any interest in any shares of Common Stock, securities convertible into or exercisable for Common Stock, or other Common Stock equivalents (collectively, “Lock-Up Securities”), whether now or later owned, directly or indirectly; (2) enter into any swap, derivative, or similar arrangement transferring any economic interest in the Lock-Up Securities; or (3) demand or exercise any registration rights for the Lock-Up Securities, except in connection with this Registration Statement.

The agreement allows for certain customary transfers such as gifts to family, charitable or educational institutions, affiliates and in case of change of control events approved by the Company’s board of directors and the transferee remains subject to the restrictions contained in the lock-up agreement.

Registration Rights

Pursuant to our Stockholders Agreement, the holders of up to 28,090,905 shares of our Common Stock issuable after the Conversion are entitled to certain piggyback registration rights with respect the registration statement of which this prospectus forms a part. See the section titled “Description of Capital Stock — Registration Rights” for a description of these registration rights. If the offer and sale of these shares is registered, the shares will be freely tradable without restriction under the Securities Act and a large number of shares may be sold into the public market.

SALE PRICE HISTORY OF OUR CAPITAL STOCK

We have listed our Common Stock on Nasdaq. Prior to the listing of our Common Stock on Nasdaq, there was no public market for our Common Stock. Our Common Stock has had a limited history of trading in private transactions. As of February 10, 2025, the last sale price of our common stock on Nasdaq was $12.00 per share.

Issuance of Preferred Stock:

There have been no changes in the sales prices of any series of our Preferred Stock, as each was sold at a fixed price.

Series Seed Preferred Units

On June 28, 2017, we issued an aggregate of 60,000,000 shares of series seed preferred units in a private placement for gross proceeds of $3,000,000 at $0.05000 per share (1).

On January 9, 2018, we issued an aggregate of 21,261,249 shares of series seed preferred units in a private placement for gross proceeds of $3,000,999 at $0.14110 per share (1).

On June 19, 2018, we issued an aggregate of 3,009,328 shares of series seed preferred units in a private placement for gross proceeds of $1,000,000 at $0.283323 per share (1).

(1) Following the Company’s reverse stock splits in 2023 and 2025, these shares (Series Seed Preferred Units and Series A Preferred Stock) would represent an aggregate of 988,868 shares of Common Stock, upon adjustment as of September 30, 2025.

Series A Preferred Stock

On October 1, 2018, we issued an aggregate of 1,747,749 shares of Series A preferred stock in a private placement for gross proceeds of $41,748,419, representing a price of $23.88696 per share after retroactive adjustment for reverse splits undertaken in 2023 and 2025.

Series B Preferred Stock

On November 17, 2023, we issued an aggregate of 22,702,513 shares of preferred stock in a private placement under Rule 506(c) of Regulation D to accredited investors for gross proceeds of $44,977,011 (including the amount of debt converted which was outstanding under convertible notes) as follows:

● (i) 2,051,575 shares of Series B-1 Preferred Stock were issued for total consideration of $3,006,000 at $1.462533 per share as part of the initial closing, (ii) 2,155,398 shares of Series B-1 Preferred Stock were issued upon the conversion of debt amounting to $3,152,340 into equity, at a price per stock of $1.462533, and (iii) 1,947,074 shares of Series B-1 Preferred Stock were issued upon the conversion of Convertible Promissory Notes amounting to $2,847,659, at a price per stock of $1.462533.

● 9,154,383 shares of Series B-2 Preferred Stock with par value of $0.0001 each, at a price per stock of $1.31628, which were issued upon the conversion of approximately $12,049,732 (comprising of $11,362,500 as the principal outstanding amount and $687,232 as interest) in Convertible Notes to a group of eleven (11) persons; and

● 7,394,085 shares of Series B-3 Preferred Stock with par value of $0.0001 each, at a price per stock of $1.462533, which were issued upon the conversion of approximately $10,809,146 in Convertible Notes to thirty-two (32) persons. On December 29, 2023, we repurchased 242,955 shares of Series B-3 Preferred Stock from Omidyar Technology Ventures, LLC for $1 resulting in an aggregate of 7,151,130 shares of Series B-3 Preferred Stock issued and outstanding.

As part of this issuance, all previous preferred units and stock were converted into Common Stock. Additionally, in early 2024, 2,050,895 shares of Series B-1 Preferred Stock were issued for a total consideration of $3,000,000 at $1.462533 per share by way of five (5) additional closings to four (4) persons.

Series B-1 Warrants

On November 17, 2023, we issued an aggregate of 247,145 shares of Series B-1 Warrants with par value of $0.0001, in connection with the Series B Preferred Stock. The Series B-1 Warrants have an exercise price of $1.462533 per share.

Each share of Series B-1 Warrant shall be convertible, at the option of the holder, at any time after the date on which such warrant was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the value of the warrant (meaning aggregate fair market value of warrants less the aggregate exercise price of warrant) at the time the conversion by the fair market value of one warrant share, as defined therein.

Each share of Series B-1 Warrant shall automatically (i) convert into Common Stock upon a merger or sale of assets where the fair market value of one warrant share is greater than exercise price, unless the warrant holder prior to such an event elects otherwise, (ii) convert into Common Stock upon the expiration date, if the fair market value of one warrant share is greater than exercise price, or (iii) expire upon a merger or sale of assets where the fair market value of one warrant share is less than exercise price, and the warrant holder does not exercise the warrants upon notice.

In the event that the Company issues any new securities, for a consideration per stock lower than the applicable conversion price of the Series B-1 Warrants, the applicable conversion price for the Series B-1 Warrants shall be readjusted to reflect the lower consideration paid for the Series B-1 Warrants.

Series CF-1 Preferred Stock

On June 21, 2024, we entered into a listing agreement, under Regulation Crowdfunding whereby the Company agreed to sell securities to eligible investors through a funding portal by way of a special purpose vehicle. As part of the offering, we offered up to 2,354,681 Series CF-1 Preferred Stock, $0.0001 par value per Share at a purchase price of $2.12343 per share with a maximum amount of $5,000,000 to be raised.

The offering was closed on April 30, 2025, and we issued an aggregate of 957,102 shares of Series CF-1 Preferred Stock for gross proceeds of $2,032,000.

On September 2024, in parallel to Reg CF and under the same terms, the Company offered to sell securities under Rule 506(c) of Regulation D to accredited investors. The offering was closed on June 17, 2025, we issued an aggregate of 2,411,364 shares of Series CF-1 Preferred Stock for gross proceeds of $5,120,000.

Series CF-2 Preferred Stock

On July 9, 2025, we entered into a listing agreement, under Regulation Crowdfunding whereby the Company agreed to sell securities to eligible investors through a funding portal by way of a special purpose vehicle. As part of the offering, we offered up to 219,955 Series CF-2 Preferred Stock, $0.0001 par value per Share at a purchase price of $3.864435 per share with a maximum amount of $850,000 to be raised.

The offering was closed on September 5, 2025, and we issued an aggregate of 212,033 shares of Series CF-2 Preferred Stock for gross proceeds of approximately $818,789.

On July 18, 2025, in parallel to Reg CF and under the same terms, the Company offered to sell securities under Rule 506(c) of Regulation D to accredited investors.

The offering was closed on September 5, 2025 without the issuance of any shares of Series CF-2 Preferred Stock.

Series CF-2 Warrants

On September 5, 2025, as part of the Series CF-2 offering, we issued warrants to purchase an aggregate of 87,681 shares of Common Stock. The Series CF-2 Warrants have an exercise price of $3.8643 per share and are exercisable upon the Company’s listing on a national securities exchange and for two (2) years thereafter.

Series F Preferred Stock

On June 19, 2025, we issued an aggregate of 10,000 shares of Series F Preferred Stock with par value of $0.0001 to Doron Kempel in exchange for his surrender of an equal number of shares of Common Stock.

Series C Preferred Stock and Warrants

On June 25, 2025, we issued an aggregate of 329,671 shares of Series C Preferred Stock with par value of $0.0001, together with warrants to purchase 1,333,335 shares of Common Stock, for an aggregate consideration of $3,000,000 to Ascent Partners Fund LLC resulting in an average price of $2.0265 per share. The warrants are exercisable at a price of $3.2475 per share, with expiration dates as follows: 333,334 warrants have an expiration date of eight (8) months, 333,334 warrants have an expiration date of sixteen (16) months, and 666,667 warrants have an expiration date of two (2) years from the issuance date.

The warrants may not be exercised on a cashless basis unless, upon the listing of the Company’s common stock on any recognized stock exchange pursuant to an effective registration statement, there is no effective registration statement covering, or no current prospectus available for, the free resale of the warrant exercise shares by the holder.

The foregoing description of the Series C Preferred Stock and warrants are qualified in their entirety by reference to the Securities Purchase Agreement, Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock, and three (3) warrants to purchase shares of Common Stock, copies of which are filed as Exhibits 3.6, 4.4, 4.5, 4.6 and 10.4 hereto and incorporated by reference herein.

Series E Preferred Stock

On August 6, 2025, we issued an aggregate of 682,770 shares of Series E Preferred Stock with par value of $0.0001 to Eastward by converting an outstanding amount of approximately $6,827,698.

The foregoing description of the Series E Preferred Stock is qualified in its entirety by reference to the Securities Purchase and Conversion Agreement, Waiver and Twenty-Seventh Amendment to Loan and Security Agreement and Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock, copies of which are filed as Exhibits 10.10, 10.9 and 3.10 hereto, respectively, and are incorporated by reference herein.

Series D Preferred Stock and Warrants

On October 27, 2025, we issued an aggregate of 109,891 shares of Series D Preferred Stock with par value of $0.0001, together with warrants to purchase 25,000,000 shares of Common Stock, for an aggregate consideration of $1,000,000 to Ascent Partners Fund LLC. The warrants are exercisable at a price of $12.35 per share, with expiration dates as follows: 16,000,000 warrants have an expiration date of nine (9) months, 3,000,000 warrants have an expiration date of sixteen (16) months, and 6,000,000 warrants have an expiration date of two (2) years from the issuance date. On December 1, 2025, we issued 32,967 additional shares of Series D Preferred Stock to Ascent for additional consideration of $300,000. On December 12, 2025, we issued 49,451 additional shares of Series D Preferred Stock for additional consideration of $450,000. On December 22, 2025, we issued 32,967 additional shares of Series D Preferred Stock to Ascent for additional consideration of $300,000. On January 12, 2026, we issued 93,407 additional shares of Series D Preferred Stock to Ascent for additional consideration of $850,000. On January 30, 2026, we issued 131,867 additional shares of Series D Preferred Stock for consideration of $1,200,000.

The foregoing description of the Series D Preferred Stock and warrants are qualified in their entirety by reference to the Securities Purchase Agreement, Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock, and three (3) warrants to purchase shares of Common Stock, copies of which are filed as Exhibits 3.12, 4.7, 4.8, 4.9 and 10.12 hereto and incorporated by reference herein.

While Maxim Group LLC, in its capacity as our financial advisor, is expected to consider this information in connection with setting the opening public price of our Common Stock, this information may have little or no relation to broader market demand for our Common Stock and thus the opening public price and subsequent public price of our Common Stock on Nasdaq. As a result, you should not place undue reliance on these historical private sale prices as it may differ materially from the opening public price and subsequent public price of our Common Stock on Nasdaq.

On the day that our shares of Common Stock are initially listed on Nasdaq, Maxim Group LLC, in its capacity as our financial advisor, will determine when our shares of Common Stock are ready to trade and to approve proceeding with the opening of trading at the Current Reference Price. If the Maxim does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate pre-opening buy and sell interest), Maxim will request that Nasdaq delay the opening until such a time that sufficient price discovery has been made to ensure that a reasonable amount of volume crosses on the opening trade.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
TO NON-U.S. HOLDERS OF OUR COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership, and disposition of our Common Stock. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, does not address the potential application of the Medicare contribution tax on net investment income or the alternative minimum tax, and does not address any estate or gift tax consequences or any tax consequences arising under any state, local, or foreign tax laws, or any other U.S. federal tax laws. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all as in effect as of the date of this prospectus. These authorities are subject to differing interpretations and may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This discussion is limited to non-U.S. holders who purchase our Common Stock pursuant to this prospectus and who hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including:

	●	certain former citizens or long-term residents of the United States;

	●	partnerships or other pass-through entities (and investors therein);

	●	“controlled foreign corporations;”

	●	“passive foreign investment companies;”

	●	corporations that accumulate earnings to avoid U.S. federal income tax;

	●	banks, financial institutions, investment funds, insurance companies, brokers, dealers, or traders in securities;

	●	tax-exempt organizations and governmental organizations;

	●	tax-qualified retirement plans;

	●	persons subject to special tax accounting rules under Section 451(b) of the Code;

	●	persons who hold or receive our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation;

	●	“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

	●	persons that own, or have owned, actually or constructively, more than 5% of our Common Stock;

	●	persons who have elected to mark securities to market; and

	●	persons holding our Common Stock as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy or integrated investment.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Common Stock and the partners in such partnerships are urged to consult their own tax advisors about the particular U.S. federal income tax consequences to them of holding and disposing of our Common Stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS. IN ADDITION, SIGNIFICANT CHANGES IN U.S. FEDERAL TAX LAWS WERE RECENTLY ENACTED. PROSPECTIVE INVESTORS SHOULD ALSO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING CHANGES IN STATE TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our Common Stock that is not a “U.S. person” or a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

	●	a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

Distributions on Our Common Stock

As described under the section titled “Dividend Policy,” we have never declared or paid dividends on our Common Stock and do not anticipate paying dividends in the foreseeable future. However, if we make cash or other property distributions on our Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts that exceed such current and accumulated earnings and profits and, therefore, are not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s tax basis in our Common Stock, but not below zero. Any excess amount distributed will be treated as gain realized on the sale or other disposition of our Common Stock and will be treated as described under the section titled “—Gain On Disposition of Our Common Stock” below.

Subject to the discussion below regarding effectively connected income, backup withholding and FATCA (as defined under the section titled “—Withholding on Foreign Entities” below), dividends paid to a non-U.S. holder of our Common Stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish us or our withholding agent a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to us or our withholding agent before the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our withholding agent, either directly or through other intermediaries.

If a non-U.S. holder holds our Common Stock in connection with the conduct of a trade or business in the United States, and dividends paid on our Common Stock are effectively connected with such holder’s U.S. trade or business (and are attributable to such holder’s permanent establishment or fixed base in the United States if required by an applicable tax treaty), the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent.

However, any such effectively connected dividends paid on our Common Stock generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Non-U.S. holders that do not provide the required certification on a timely basis, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Non-U.S. holders should consult their own tax advisors regarding any applicable income tax treaties that may provide for different rules.

Gain on Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the sale or other disposition of our Common Stock, unless:

	●	the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States;

	●	the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

	●	our Common Stock constitutes a “United States real property interest” by reason of our status as a United States real property holding corporation (“*USRPHC*”), for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period for our Common Stock, and our Common Stock is not regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs.

Determining whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests. We believe that we are not currently and do not anticipate becoming a USRPHC for U.S. federal income tax purposes, although there can be no assurance we will not in the future become a USRPHC.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. Gain described in the third bullet point above will generally be subject to U.S. federal income tax in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to any provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Annual reports are required to be filed with the IRS and provided to each non-U.S. holder indicating the amount of dividends on our Common Stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, currently at a 24% rate, generally will not apply to payments to a non-U.S. holder of dividends on or the gross proceeds of a disposition of our Common Stock provided the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI (or applicable successor form), or certain other requirements are met. Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a U.S. person who is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury regulations promulgated thereunder (collectively, “FATCA”) impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity either certifies that it does not have any “substantial United States owners” as defined in the Code or provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. The withholding provisions described above currently apply to payments of dividends on our Common Stock. Prior to the issuance of proposed Treasury regulations described below, withholding taxes under FATCA would have also applied to gross proceeds from sales or other disposition of our Common Stock. However, the U.S. Treasury Department’s proposed regulations that, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our Common Stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers (including withholding agents) may generally rely on the proposed regulations until they are revoked or final regulations are issued.

Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors should consult with their own tax advisors regarding the possible implications of FATCA on an investment in our Common Stock.

PLAN OF DISTRIBUTION

The Selling Stockholders, and their pledgees, donees, transferees, assignees, or other successors in interest may sell their shares of Common Stock covered hereby pursuant to brokerage transactions on Nasdaq, or other public exchanges or registered alternative trading venues, at prevailing market prices at any time after the Common Stock are listed for trading. We are not party to any arrangement with any Selling Stockholder or any broker-dealer with respect to sales of shares of Common Stock by the Selling Stockholders. As such, we do not anticipate receiving notice as to if and when any Selling Stockholder may, or may not, elect to sell their shares of Common Stock or the prices at which any such sales may occur, and there can be no assurance that any Selling Stockholders will sell any or all of their shares of Common Stock covered by this prospectus.

The Selling Stockholders may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	●	in the over-the-counter market;
	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	short sales made after the date the Registration Statement is declared effective by the SEC;
	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; and
	●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of Common Stock by other means not described in this prospectus. If the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The Selling Stockholders may pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement. Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the selling shareholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for the registrant by The Crone Law Group, P.C., New York, New York.

EXPERTS

The financial statements for the years ended December 31, 2024 and 2023 included in this prospectus have been audited by M&K CPAs PLLC, an independent registered public accounting firm, as set forth in their report appearing herein, and included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of Common Stock covered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and our Common Stock, we refer you to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy, and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we have become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the website of the SEC referred to above. We also maintain a website at https://www.ourbond.com/. You may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The inclusion of our website address in this prospectus is an inactive textual reference only. The information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase shares of our Common Stock.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 2738)	F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024	F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024	F-6
Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024	F-7
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Our Bond, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Our Bond, Inc and subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and statements of cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As discussed in note 4 to the financial statements, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations. To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2025.

The Woodlands, TX

March 31, 2026

F-2

OUR BOND INC.

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except per share and share amounts)

	2025			2024
	December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	599		$	726
Accounts receivable		1,592			2,232
Prepaid expenses and other current assets		224			435
Total current assets		2,415			3,393
Property and equipment, net		86			105
Total assets	$	2,501		$	3,498

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	2,588		$	2,590
Deferred revenue, current		562			776
Related party loan		765			1,870
Current portion of long-term debt		1,555			—
Accrued and other current liabilities		2,648			1,967
Total current liabilities		8,118			7,203
Long-term debt, net of current portion		5,657			12,808
Total liabilities		13,775			20,011

Commitments and contingencies (Note 16)		-			-

Mezzanine Equity
Convertible Preferred Stock, $0.0001 par value; 1,561,892 shares and 0 shares authorized, at December 31, 2025 and December 31, 2024, respectively, 1,237,717 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively		11,389			—
Stockholders’ deficit
Series preferred stock, $0.0001 par value; 148,438,108 shares and 88,400,879 shares authorized, at December 31, 2025 and 2024, respectively, 17,494,820 and 26,560,266 shares issued and outstanding as of December 31, 2025 and 2024 respectively		2			3
Common stock, $0.0001 par value; 250,000,000 and 112,000,000 shares authorized at December 31, 2025 and 2024, respectively; 13,896,400 and 2,963,695 shares issued and outstanding as of December 31, 2025 and 2024 respectively		1			1
Additional paid in capital		116,556			111,509
Accumulated other comprehensive income		(70	)		44
Accumulated deficit		(139,152	)		(128,070	)
Total stockholders’ deficit		(22,663	)		(16,513	)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	2,501		$	3,498

The accompanying notes are an integral part of these consolidated financial statements.

F-3

OUR BOND INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

	2025			2024
	Years Ended December 31,
	2025			2024

Revenue	$	9,972		$	9,736
Cost of revenues		9,406			9,027
Gross profit		566			709
Operating expenses
Research and development		2,526			2,713
General and administrative		5,971			6,162
Sales and marketing		1,321			1,417
Total operating expenses		9,818			10,292
Loss from operations		(9,252	)		(9,583	)
Other income (expense), net:
Financial expense, net		(1,262	)		(1,340	)
Income before income taxes		(10,514	)		(10,923	)
Income tax expense		35			94
Net income (loss)	$	(10,549	)	$	(11,017	)

Net loss per share – basic and diluted	$	(2.23	)	$	(3.75	)

Weighted average number of common shares outstanding – basic and diluted		4,969			2,938

The accompanying notes are an integral part of these consolidated financial statements.

F-4

OUR BOND INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars in thousands)

	2025			2024
	Years Ended December 31,
	2025			2024

Net income (loss)	$	(10,549	)	$	(11,017	)
Foreign currency translation adjustments, net of tax		(114	)		(32	)
Comprehensive loss	$	(10,663	)	$	(11,049	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

OUR BOND INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

thousands)	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Deficit			Shares		Amount
	Stockholders’ Deficit																			Mezzanine Equity
	Series Preferred Stock				Common Stock Voting				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Deficit			Series Preferred Stock
(U.S. dollars in thousands)	Shares		Amount		Shares		Amount													Shares		Amount
Balance as of December 31, 2023		22,459,576	$	3		2,923,915	$	1	$	103,292	$	76		$	(117,053	)	$	(13,681	)		—		—
Stock based compensation related to options granted to employees and non-employees		—		—		—		—		961		—			—			961			—		—
Exercise of options and vesting of early exercise		—		—		39,780		*—		—		—			—			*—			—		—
Issuance of Series B preferred stock		2,050,896		*—		—		—		3,000		—			—			3,000			—		—
Issuance of Series CF-1 preferred stock		2,049,794		*—		—		—		4,256		—			—			4,256
Foreign currency translation adjustments, net of tax		—		—		—		—		—		(32	)		—			(32	)		—		—
Net loss		—		—		—		—		—		—			(11,017	)		(11,017	)		—		—
Balance as of December 31, 2024		26,560,266	$	3		2,963,695	$	1	$	111,509	$	44		$	(128,070	)	$	(16,513	)		—		—
Balance		26,560,266	$	3		2,963,695	$	1	$	111,509	$	44		$	(128,070	)	$	(16,513	)		—		—
Stock based compensation related to options granted to employees and non-employees		—		—		—		—		615		—			—			615			—		—
Exercise of options and vesting of early exercise		—		—		891		*—		*—		—			—			*—					—
Issuance of common shares for service		—		—		229,650		*—		533		—			—			533			—		—
Issuance of Series CF preferred stock		1,318,671		—		—		—		2,753		—			—			2,753			—		—
Issuance of Series C convertible preferred stock- net of issuance costs		—		—		—		—		—		—			—			—			329,671

Our Bond, Inc. S-1