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As ~~filed~~confidentially ~~with~~submitted to the Securities and Exchange Commission on ~~October 7~~April 2, ~~2025~~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

~~TG-17~~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 ~~TG-17~~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 ~~October~~April 72, ~~2025~~2026

~~TG-17,~~Our Bond, Inc.

Up to 87,~~290~~500,~~298~~000 Shares of Common Stock ~~to be Sold by Registered Stockholders~~

~~This prospectus relates~~ to ~~the registration of the resale of up to 8,290,298 shares of common stock, par value $0.0001 per share (the~~ ~~“Common~~be ~~Stock”)~~Sold of TG-17, Inc., dba Bond (“Bond,” “we,” “us,” “our” or the “Company”) consisting of 180,241 shares of Common Stock, 3,368,466 shares of Common Stock issuable upon the conversion of 3,368,466 shares of Series CF-1 Preferred Stock, par value $0.0001 per share (the “Series CF-1 Preferred Stock”), 215,918 shares of Common Stock issuable upon the conversion of 215,918 shares of Series CF-2 Preferred Stock, par value $0.0001 per share (the “Series CF-2 Preferred Stock”), 1,626,800 shares of common stock issuable upon conversion of 329,671 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), 1,333,335 shares of common stock issuable upon exercise of warrants to purchase Common Stock, issued as part of the Series C Preferred Stock offering, 1,477,857 shares of Common Stock issuable upon conversion of 682,770 shares of Series E Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), and 87,681 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering, by ~~our~~Selling ~~stockholders identified in this prospectus (the “Registered~~ Stockholders”), in connection with our direct listing (the “Direct Listing”), on the Nasdaq Global Market (“Nasdaq”). As of the date of this prospectus, the shares offered for sale by the Registered Stockholders will constitute approximately 22.27% of our restricted common stock on a fully-diluted basis, including all shares of our Common Stock issued and outstanding and all shares of Common Stock immediately issuable upon the conversion or exercise of outstanding shares of preferred stock or warrants. A total of 27,745,467 shares, consisting of outstanding shares of our common stock and shares immediately issuable upon conversion of outstanding shares of preferred stock or exercise of outstanding warrants, are not being registered under the Registration Statement of which this prospectus is a part. The shares not included in the Registration Statement consist of: (i) 2,984,517 outstanding shares of Common Stock; (ii) 8,204,944 shares of common stock issuable upon conversion of 8,204,944 outstanding shares of Series B-1 Preferred Stock; (iii) 9,154,388 shares of common stock issuable upon conversion of 9,154,388 outstanding shares of Series B-2 Preferred Stock; (iv) 7,151,139 shares of common stock issuable upon conversion of 7,151,139 outstanding shares of Series B-3 Preferred Stock; (v) 247,145 shares of common stock issuable upon exercise of Series B-1 warrants; and (vi) 3,334 shares of Common Stock issuable upon conversion of 10,000 shares of Series F Preferred Stock. Upon effectiveness of this registration statement, a total of 27,494,988 shares of common stock not being registered may be freely sold pursuant to Rule 144. These shares consist of: (i) 2,984,517 outstanding shares of common stock; (ii) 8,204,944 shares of common stock issuable upon conversion of 8,204,944 outstanding shares of Series B-1 Preferred Stock; (iii) 9,154,388 shares of common stock issuable upon conversion of 9,154,388 outstanding shares of Series B-2 Preferred Stock; (iv) 7,151,139 shares of common stock issuable upon conversion of 7,151,139 outstanding shares of Series B-3 Preferred Stock

WeThis ~~are~~prospectus ~~not~~relates ~~selling~~to ~~any~~the ~~securities~~registration ~~under~~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 ~~and~~(the ~~will~~“Selling Stockholders”), ~~not~~in ~~receive~~connection ~~any~~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 ~~proceeds~~Company ~~from~~and Ascent, that provides for the sale byto Ascent of up to $300,000,000 worth of Common Stock (the ~~Registered~~“Equity Line SPA”), (ii) 970,874 ~~Stockholders~~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”).

~~Unlike~~We anare ~~initial~~not ~~public~~selling ~~offering,~~any ~~the~~securities ~~resale~~under bythis ~~the~~prospectus ~~Registered~~and ~~Stockholders~~will is not ~~being~~receive ~~underwritten~~any onof athe ~~firm-commitment~~proceeds ~~basis~~from the sale by ~~any~~ ~~investment~~the ~~bank.~~Selling Stockholders. The ~~Registered~~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 ~~Registered~~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 ~~120~~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”). ~~We have engaged Maxim Group LLC, as our financial advisor (the “Advisor”), to advise and assist us with respect to certain matters relating to the Direct Listing.~~

WeCommencing ~~have~~on ~~two~~February ~~classes~~4, of2026, ~~common~~we ~~stock,~~listed ~~Common~~our ~~Stock~~shares ~~and~~of ~~Non-Voting~~our Common Stock, ~~$0.0001~~on ~~par~~the ~~value~~Nasdaq ~~per~~Global ~~share~~Market (“~~Non-Voting Common Stock~~Nasdaq”). ~~Currently,~~by ~~our Series CF-1 Preferred Stock and Series CF-2 Preferred Stock convert into Non-Voting Common Stock.~~way ~~Prior~~of toa ~~the~~direct ~~initial~~ listing of (the ~~Company’s~~“Direct ~~shares~~Listing”) ofunder ~~Common~~the ~~Stock~~symbol on“OBAI”. ~~Nasdaq,~~As ~~all shares~~ of ~~Series~~March ~~CF-1~~31, ~~Preferred Stock and Series~~2026, ~~CF-2 Preferred Stock will convert into Non-Voting Common Stock and pursuant to~~ the ~~Company’s~~last ~~Articles of~~sale ~~Incorporation~~price ~~all~~for ~~Non-Voting~~our ~~Common~~common ~~Stock~~stock ~~will~~on ~~automatically~~Nasdaq ~~convert~~was ~~into~~$1.46 ~~Common Stock, which is entitled to one vote~~ per share~~, concurrently with the initial listing of Common Stock on Nasdaq.~~

NoUpon ~~public~~completion ~~market~~of ~~for~~this ~~our Common Stock currently exists~~Offering, ~~and~~ our ~~shares~~founder ofand ~~Common~~Chief ~~Stock~~Executive ~~have~~Officer, aDoron ~~limited~~Kempel, ~~history~~will ofbeneficially ~~trading~~own inapproximately ~~private transactions~~96. ~~From~~45% ~~inception~~of ~~through~~the voting ~~September~~power ~~30, 2025, we raised an aggregate~~ of ~~$115,428,223~~our inoutstanding ~~gross~~voting ~~proceeds~~securities ~~from~~and ~~the~~we ~~sales~~are ofa ~~our stock,~~“controlled ~~including~~company” ~~shares~~within ~~issued for~~ the ~~cancellation~~meaning of ~~indebtedness in~~ the ~~amount~~listing rules of ~~approximately $16,270,000.~~ The ~~weighted~~Nasdaq ~~average price~~Stock ~~paid~~Market ~~per~~LLC. ~~share~~We bymay ~~investors~~rely inon ~~these offering (excluding~~ the ~~cancelled indebtedness) was $1.062 per share under the~~ exemptions from ~~registration provided by Regulation D under~~ the ~~Securities~~corporate ~~Act~~governance ofrequirements ~~1933,~~that asare ~~amended~~available ~~(the~~to ~~“Securities Act”)~~controlled ~~and Regulation Crowdfunding under the Securities Act (“Regulation CF”)~~companies.

Recent purchase prices of our Common Stock in private transactions may have little or no relation to the opening public price of our shares of Common Stock on Nasdaq or the subsequent trading price of our shares of Common Stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock” beginning on page 114. Further, the listing of our Common Stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our Common Stock and, consequently, the trading volume and price of shares of our Common Stock may be more volatile than if shares of our Common Stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of Common Stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which our Advisor, in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of Common Stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of Common Stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of our shares of Common Stock on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of Common Stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our shares of Common Stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 120 of this prospectus.

We have applied to list our Common Stock on the Nasdaq Global Market under the symbol “OBAI.” We expect our Common Stock to begin trading on Nasdaq on or about [●], 2025.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our Common Stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our Common Stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

Upon completion of this offering, our founder and Chief Executive Officer, Doron Kempel, will beneficially own approximately 99.28% of the voting power of our outstanding voting securities and we will be 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 67 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 ~~October~~April 72, ~~2025~~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	67
Market and Industry Data	3028
Shares Offered for Resale	3129
Use of Proceeds	3230
Registered Stockholders	32
Selling Stockholders	30
Dividend Policy	6732
Capitalization	6732
Management’s Discussion & Analysis of Financial Condition and Results of Operations	6833
Business	7945
Management	9258
Executive and Director Compensation	9662
Security Ownership of Certain Beneficial Owners and Management	~~101~~67
Certain Relationships and Related Person Transactions	~~104~~71
Description of Capital Stock	~~105~~72
Shares Eligible for Future Sale	~~113~~82
Sale Price History of Our Capital Stock	~~114~~83
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock	~~116~~86
Plan of Distribution	~~120~~90
Legal Matters	~~124~~91
Experts	~~124~~91
Where You Can Find Additional Information	~~124~~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 ~~Registered~~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.

Through and including [●], 2025 (the 25th day after the listing date of our Common Stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

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 aan ~~registration~~offering ~~statement~~of onshares ~~Form~~by ~~S-1~~the Selling Stockholders that we filed with the SEC, using a continuous offering process. ~~Under~~ Under this process, the ~~Registered~~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 ~~TG-17~~Our Bond, Inc.

Overview

~~TG-17,~~Our Bond, Inc., ~~dba Bond~~ (“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 ~~and submitted~~. ~~the~~We ~~necessary filings to~~ re-~~domicile~~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 ~~will~~are 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. 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. ● The direct listing process differs from an initial public offering underwritten on a firm-commitment basis. ● Our Common Stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of Common Stock may be volatile. ● Future sales of Common Stock by our ~~Registered~~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.

~~The~~Equity ~~Conversion~~Line Financing Agreement

WeOn ~~have~~October ~~two~~27, ~~classes~~2025, ofwe ~~common~~entered ~~stock,~~into ~~Common~~a ~~Stock~~Securities ~~and~~Purchase ~~Non-Voting~~Agreement ~~Common~~with ~~Stock.~~Ascent ~~Currently,~~that ~~our~~provides ~~Series~~for ~~CF-1~~the ~~Preferred~~sale ~~Stock~~to ~~and~~Ascent ~~Series~~of ~~CF-2 Preferred~~up ~~Stock~~to ~~convert~~$300,000,000 worth ~~into~~of ~~Non-Voting~~our Common Stock. ~~Prior~~Under to the ~~initial~~terms ~~listing~~ of the ~~Company’s~~Equity ~~shares~~Line ofSPA, ~~Common~~as ~~Stock on Nasdaq~~amended, ~~all~~ ~~shares~~we ofwill ~~Series~~have ~~CF-1~~the ~~Preferred~~right, ~~Stock~~but ~~and~~not ~~Series~~the ~~CF-2~~obligation, to ~~Preferred~~require ~~Stock~~Ascent ~~will convert into Non-Voting Common Stock and pursuant~~ to ~~the Company’s~~purchase ~~Articles~~shares of ~~Incorporation~~our ~~all Non-Voting~~ Common Stock ~~will~~in ~~automatically~~one ~~convert~~or ~~into Common~~more ~~Stock,~~tranches ~~which~~subject ~~is entitled~~ to ~~one vote per share, concurrently with~~ the ~~initial~~limits ~~listing~~and ofconditions ~~Common~~set ~~Stock~~forth onin ~~Nasdaq~~the agreement. ~~All~~The ~~share~~Equity ~~and per~~Line ~~share~~SPA ~~information~~provides ~~in this prospectus are presented after giving effect to the Conversion retrospectively~~ for ~~all~~both ~~periods~~“Regular ~~presented, unless~~Closings” ~~otherwise~~and ~~stated~~“Expanded ~~or the context otherwise requires~~Closings.”

~~Reverse~~For each ~~Stock~~Regular ~~Split~~Closing:

~~On September~~● ~~19,~~The ~~2025,~~total purchase price shall not exceed the ~~Company~~lower ~~effected~~of (a) ~~reverse~~$1,000,000 ~~stock~~and ~~split~~(b) 100% of the ~~Company’s~~average ~~Common~~daily ~~Stock~~traded atvalue aof ~~ratio~~our ofcommon ~~1-for-3~~stock ~~effective that~~over ~~day.~~the ~~Each~~ten (10) trading days immediately preceding the closing date; ● The purchase price per share shall be equal to 96% of ~~Series~~the ~~B-1~~lowest ~~Preferred~~volume ~~Stock,~~weighted ~~Series~~average ~~B-2~~price ~~Preferred~~(“VWAP”) ~~Stock,~~for ~~Series~~our ~~B-3~~common ~~Preferred~~stock ~~Stock,~~in ~~Series~~the ~~CF-1~~ten ~~Preferred Stock,~~(10) ~~and~~trading ~~Series~~days ~~CF-2~~immediately ~~Preferred~~prior ~~Stock~~to the closing date (the “Regular Purchase Price”); however, ~~each~~● If 96% of ~~which~~the ~~converts~~lowest onVWAP afor ~~1:1~~our ~~basis~~common ~~into~~stock ~~Common~~(the ~~Stock,~~“Adjusted ~~has~~Price”) ~~been~~in ~~proportionally~~the ~~adjusted~~ten ~~to reflect~~(10) trading days immediately following the ~~1-for-3~~Closing ~~reverse~~Date ~~stock~~(the ~~split~~“Adjustment Period”) is lower than the Regular Purchase Price, ~~such~~then ~~that~~on the ~~1:1~~trading ~~conversion~~day ~~ratio~~immediately ~~with~~following ~~Common~~the ~~Stock~~end isof ~~maintained.~~the ~~Accordingly~~Adjustment Period, ~~all~~we ~~share and~~will be required to issue additional shares of common stock so that the total purchase price per- share ~~amounts~~for inthe ~~this~~Regular ~~Registration~~Closing ~~Statement~~will ~~are~~be ~~presented~~equal onto athe ~~post-split~~Adjusted ~~basis~~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

~~Upon~~Our ~~completion of the Direct Listing, our~~ founder and Chief Executive Officer, Doron Kempel, ~~will~~ beneficially ~~own~~owns approximately 9996.2845% of the voting power of our outstanding voting securities and we ~~will~~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 ~~below~~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, ~~2024~~2025 and 2023, and the statements of cash flows data for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, have been derived from our audited financial statements included elsewhere in this prospectus. The unaudited interim financial statements were prepared on a basis consistent with our audited financial statements and include in management’s opinion, all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in any future period~~, and our interim results are not necessarily indicative of our expected results for the six-month period ending June 30, 2025~~.

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 it 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:

●

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

●

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

●

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

●

public perceptions regarding the confidentiality of private information;

●

proposed or enacted legislation related to privacy of information;

●

customers’ satisfaction regarding our services; and

●

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 ~~will~~ incur increased costs as a result of operating as a public company, and our management ~~will~~is be required to devote substantial time to ~~new~~ compliance initiatives. We ~~will~~are be subject to financial reporting and other requirements for which our accounting and other management systems and resources require ~~may~~proper ~~not~~resource ~~be adequately prepared~~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~~ and other expenses that we did not incur as a private company. In addition, the federal securities laws, including the Sarbanes-Oxley ~~Act~~ 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 ~~will~~impose ~~increase our~~ legal and financial compliance costs, make certain activities more time-consuming and costly, and require our management and other ~~personnel~~ personnel to devote a substantial amount of time to compliance initiatives. WeThese ~~also expect that these~~ rules and regulations ~~may~~ 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 ~~will~~are be 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 ~~with~~next ~~the first full~~ year ~~after we become a public company~~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 ~~will~~are also be required to maintain disclosure controls and procedures. Disclosure controls and procedures means our ~~controls~~ 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;

●

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~~Offering, our founder and Chief Executive Officer, Doron Kempel, together with certain management officers will collectively beneficially own approximately 9996.2845% of the voting power of our outstanding voting securities and we ~~will~~are be 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 ~~the~~December ~~fiscal year ended June 30~~31, 2025, we had approximately $2599,~~845~~000 ~~thousand~~in of cash on hand and ~~approximately~~a ~~$753 thousand~~working capital deficit of ~~working~~approximately ~~capital~~$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:

●

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

●

the cost and timing of manufacturing activities;

●

the effect of competing technological and market developments;

●

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

●

the cost of general operating expenses; and

●

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, ~~2024~~2025 and December 31, ~~2023~~2024, we incurred losses of approximately $1110,~~017~~549,000 and approximately $1211,~~257~~017,000, respectively. ~~For the six-month period ended June 30, 2025, we incurred losses of approximately $5,197.~~ 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, ~~2024~~2025 and ~~2023~~2024, we incurred a net loss of approximately $1110,~~017~~549,000 and approximately $1211,~~257~~017,000, respectively. ~~For the six-month period ending June 30, 2025, we incurred losses of approximately $5,197.~~ 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, ~~2024~~2025, ~~one~~two ~~customer~~customers ~~(customer A - one of the top three (3) private equity firms in the world)~~ accounted for 6351.620% ofand ~~our total revenue~~14. ~~For the six-month period ending June 30, 2025, the same customer accounted for 52.71~~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

~~The~~It ~~direct~~is ~~listing~~not ~~process~~possible ~~differs~~to predict the actual number of shares we will sell under the Equity Line SPA, or the actual gross proceeds resulting from anthose ~~initial~~sales. ~~public~~We ~~offering~~may ~~underwritten~~not onhave aaccess ~~firm-commitment~~to ~~basis~~the full amount available under the Equity Line SPA with Ascent.

~~This~~On isOctober ~~not~~27, an2025, ~~underwritten~~we ~~initial~~entered ~~public~~into ~~offering~~the ofEquity ~~Common~~Line ~~Stock.~~SPA ~~This~~with ~~listing~~Ascent, pursuant to which Ascent committed to purchase up to $300 million in shares of our Common Stock, onat ~~Nasdaq~~our ~~differs~~direction from antime ~~underwritten initial~~to ~~public~~time ~~offering~~after the date of this prospectus, subject to the satisfaction of the conditions in ~~several~~the ~~significant~~Equity ~~ways~~Line SPA. Sales of Common Stock by us to Ascent, ~~which~~if ~~include~~any, ~~but~~will ~~are~~be ~~not~~subject ~~limited~~to certain limitations, and may occur from time-to-time in our sole discretion, over the ~~following:~~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 ~~There~~our ~~are~~Common noStock ~~underwriters~~to ~~engaged~~Ascent onunder ~~a firm-commitment basis. Consequently, prior to~~ the ~~opening~~Equity ofLine ~~trading~~SPA ~~on Nasdaq, there~~ will bedepend noupon ~~traditional~~market ~~book~~conditions ~~building process~~ and noother ~~price~~factors ~~at which underwriters initially sold shares~~ to ~~the~~be ~~public~~determined toby ~~help~~us. We ~~inform~~may ~~efficient~~ultimately ~~and~~decide ~~sufficient price discovery with respect~~ to ~~the opening trades on Nasdaq. Therefore, buy and~~ sell ~~orders submitted prior~~ to ~~and~~Ascent atall ~~the opening of trading of our Common Stock on Nasdaq will not have the benefit of being informed by a published price range~~ or a ~~price~~portion atof ~~which~~ the ~~underwriters initially sold~~ shares to the public, as would be the case in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment underwritten basis assuming risk in connection with the initial resale of ~~shares of~~ our Common Stock. Inthat ~~an initial public offering underwritten on a firm-commitment basis, the underwriters~~ may ~~engage~~be inavailable ~~“covered”~~pursuant ~~short sales in an amount of shares representing the underwriters’ option~~ to ~~purchase additional shares. To close a covered short position,~~ the ~~underwriters~~Equity Line ~~purchase~~SPA ~~shares in the open market~~ or ~~exercise~~decide ~~the~~to ~~underwriters’~~not ~~option~~sell to ~~purchase~~Ascent ~~additional~~any shares. ~~In determining the source~~ of ~~shares~~our toCommon ~~close~~Stock ~~the~~that ~~covered~~may ~~short~~be ~~position, the underwriters typically consider, among other things, the price of shares~~ available for ~~purchase~~us ~~in the open market as compared~~ to ~~the~~sell ~~price at which they may purchase shares through the underwriters’ option~~ to ~~purchase~~Ascent ~~additional~~pursuant ~~shares. Purchases in the open market~~ to ~~cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have~~ the Equity ~~effect~~Line ~~of preventing a decline in the market price of shares~~SPA. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our Common Stock during the period immediately following the listing. See also “—Our shares of Common Stock have no prior public market. An active trading market may not develop or continue to be liquid and the market price of our shares of Common Stock may be volatile.”

●Because the ~~There~~purchase isprice ~~not~~per ashare ~~fixed~~to ~~number~~be ofpaid ~~shares~~by ofAscent ~~Common~~for ~~Stock~~the ~~available~~shares ~~for~~of ~~sale.~~our ~~Therefore,~~Common ~~there~~Stock ~~can~~that bewe nomay ~~assurance~~elect ~~that~~to ~~any~~sell ~~Registered~~to ~~Stockholders~~Ascent orunder ~~other~~the ~~existing~~Equity Line ~~stockholders~~SPAs will ~~sell~~fluctuate ~~any~~based oron ~~all~~the market prices of ~~their~~our Common Stock ~~and~~during ~~there~~the ~~may~~applicable ~~initially~~purchase bevaluation aperiod ~~lack~~for ofeach ~~supply of~~purchase, it oris ~~demand~~not possible for, ~~our~~us ~~Common~~to ~~Stock on Nasdaq. Alternatively~~predict, wethe ~~may have a large~~ number of ~~Registered~~shares ~~Stockholders~~of orour ~~other~~Common ~~existing~~Stock ~~stockholders~~that ~~who~~we ~~choose~~will to sell ~~their~~to ~~Common~~Ascent, ~~Stock~~the inpurchase ~~the~~price ~~near~~per ~~term~~share that ~~resulting~~Ascent inwill anpay ~~oversupply~~for ofshares ~~our~~purchased ~~Common~~from ~~Stock~~us, ~~which~~or ~~could~~the ~~adversely~~aggregate ~~impact~~gross ~~the~~proceeds ~~public~~that ~~price~~we ofwill ~~our~~receive ~~Common~~from ~~Stock~~those ~~once~~purchases ~~listed~~by onAscent under ~~Nasdaq~~the ~~and~~Equity ~~thereafter~~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.

● None of our Registered Stockholders or other existing stockholders have entered into contractual lock-up agreements or other contractual restrictions on transfer. In a firm-commitment underwritten initial The public ~~offering,~~price ~~it is customary for an issuer’s officers, directors, and most~~ of its other stockholders to enter into a 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such initial public offering. Consequently, any of our ~~stockholders, including our directors and officers who own our~~ Common Stock ~~and~~is ~~other significant stockholders, may sell any or all of their Common Stock at any time (~~subject to ~~any~~wide ~~restrictions~~fluctuations ~~under~~in ~~applicable~~response ~~law), including immediately upon listing. If such sales were~~ to ~~occur~~the inrisk afactors ~~significant~~described ~~volume~~ in athis ~~short~~prospectus ~~period~~and ofothers beyond ~~time following~~ our ~~listing~~control, ~~it may result in an oversupply of our Common Stock in the market, which could adversely impact the public price of our Common Stock.~~including:

● We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on Nasdaq. Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our Common Stock or sufficient demand among investors immediately after our listing, which could result in a more volatile public price of our Common Stock.

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our Common Stock and uncertain trading volume, which may adversely affect your ability to sell any Common Stock that you may purchase.

Our Common Stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our Common Stock may be volatile.

We expect our Common Stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our Common Stock may not develop or be sustained after the listing, which could depress the market price of shares of our Common Stock and could affect the ability of our stockholders to sell our Common Stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our Common Stock. An inactive market may also impair our ability to raise capital by selling shares of our Common Stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our Common Stock as consideration.

In addition, we cannot predict the prices at which our Common Stock may trade on Nasdaq following the listing of our Common Stock, and the market price of our Common Stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our shares of Common Stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of Common Stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of Common Stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of shares of our Common Stock on Nasdaq will commence. The Advisor will determine when our shares of Common Stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.” We have engaged a third party firm to conduct a valuation pursuant to Nasdaq’s listing qualification rules and requirements.

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of Common Stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our Common Stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our Common Stock, if the price of our Common Stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

The Company anticipates proceeding with the proposed direct listing if the initial bid price of its Common Stock is at least $8.00 per share, as supported by the independent third-party valuation.

In addition, because of our novel listing process and the potential consumer awareness and brand recognition of Bond, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our Common Stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our Common Stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our Common Stock and an unsustainable trading price if the price of our Common Stock significantly rises upon listing and institutional investors believe our Common Stock is worth less than retail investors, in which case the price of our Common Stock may decline over time. Further, if the public price of our Common Stock is above the level that investors determine is reasonable for our Common Stock, some investors may attempt to short our Common Stock after trading begins, which would create additional downward pressure on the public price of our Common Stock. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our Common Stock and cause volatility in the trading price of our Common Stock.

The public price of our Common Stock following the listing also could be 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.

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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. These fluctuations may be even more pronounced in the trading market for our Common Stock shortly following the listing of our Common Stock on Nasdaq as a result of the supply and demand forces described above. 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.

We may not be able to meet each of the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for Direct Listings.

We have applied to have our common stock listed on Nasdaq Global Market. We expect that our common stock will be listed on Nasdaq Global Market on or promptly after the date of this prospectus. In order for Nasdaq Global Market to approve our listing application, we will need to meet the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for Direct Listings, as provided in Nasdaq Listing Rules 5405(a) and 5405(b)(3). We expect to meet all those requirements but in the event that we are unable to meet such requirements, we will not be approved to list our common stock on Nasdaq Global Market and our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our common stock is “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our common stock will be listed on Nasdaq Global Market, our common stock will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute 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 the sale of covered securities in a particular case. If we cannot be listed on Nasdaq Global Market or any other national securities exchange, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

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

As a public company, we ~~will~~are be 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~~ 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.

~~Recent~~Future ~~judicial~~sales ~~decisions,~~of ~~including~~Common ~~Pirani~~Stock v.by ~~Slack~~our ~~Technologies,~~Selling ~~Inc.,~~Stockholders ~~have~~and ~~created~~other ~~legal~~existing ~~uncertainty~~stockholders ~~regarding~~could ~~potential~~cause ~~liability~~our ~~under the~~share ~~federal~~price ~~securities laws in connection with direct listings like ours, and we may be subject~~ to ~~securities litigation despite the unique nature of our listing~~decline.

~~Unlike~~As adescribed ~~traditional~~herein, ~~underwritten~~certain ~~initial~~shares ~~public~~of ~~offering,~~ our Common Stock isoutstanding ~~being~~as ~~listed~~of ~~through~~the adate ~~direct~~hereof, ~~listing~~as inwell ~~which~~as noshares ~~new~~issuable ~~shares~~to Ascent under the ~~are~~Equity ~~being~~Line ~~issued,~~SPA and noas ~~underwriters~~dividends ~~are~~payable ~~engaged.~~on Asoutstanding ashares ~~result~~of Series C Preferred Stock and Series D Preferred Stock, ~~both~~will ~~shares~~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 ~~that~~of Common Stock, resulting in an oversupply of our Common Stock on Nasdaq. In the case of a lack of supply of our ~~are~~Common ~~exempt~~Stock, ~~from~~the ~~registration~~trading price of our Common Stock may ~~become~~rise ~~available~~to ~~for~~an ~~resale~~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 ~~public~~the greater influence individual investors have in setting the trading ~~simultaneously~~price. ~~This~~If ~~structure~~institutional ~~may~~investors ~~complicate~~are orunable ~~impair~~to purchase our Common Stock, the market for our Common Stock may be more volatile without the influence of long-term institutional investors’ ~~ability~~holding tosignificant amounts ~~trace~~of our Common Stock. In the ~~shares~~case ~~they~~of ~~purchase~~a ~~back~~lack toof market demand for our Common Stock, the ~~registration~~trading ~~statement~~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.

In Pirani v. Slack Technologies, Inc., the U.S. Court of Appeals for the Ninth Circuit initially permitted a plaintiff to pursue claims under Sections 11 (civil liability for misstatements or omissions contained in registration statement) and 12(a)(2) (civil liability for misstatements or omissions in prospectuses or “oral communications”) of the Securities Act without proving that the shares purchased were issued under the allegedly misleading registration statement, due to the commingling of registered and unregistered shares in a direct listing. In 2023, the U.S. Supreme Court reversed that decision, holding that Section 11 liability requires strict “tracing” of the purchased shares to the allegedly defective registration statement. On remand in 2025, the Ninth Circuit extended this tracing requirement to claims brought under Section 12(a)(2) of the Securities Act.22

Although these rulings may reduce our exposure to certain Securities Act claims due to the difficulty investors may face in tracing their shares to this registration statement, the legal standards for direct listings remain unsettled in some respects. Plaintiffs may still attempt to bring claims under alternative theories, or the legal environment could shift further as courts or regulators address new or related issues. Moreover, we may face litigation risk under other provisions of the federal securities laws, including claims based on our disclosures or forward-looking statements, regardless of the tracing requirement.

Any such litigation, even if ultimately unsuccessful, could result in substantial legal expenses, divert management’s attention from our operations, damage our reputation, and adversely affect our business, financial condition, and results of operations.

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

We currently expect our Common Stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our Common Stock and there has not been a sustained history of trading in our Common Stock in “over-the-counter” markets. While our Common Stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of Common Stock and there may initially be a lack of supply of, or demand for, Common Stock on Nasdaq. As described herein, certain shares of our Common Stock outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered 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 initially develop or 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.

2423

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.

2524

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.

~~The~~We ~~public~~have ~~price~~not ofagreed ~~our~~to ~~shares~~indemnify the Selling Stockholders for claims arising in connection with sales of our Common Stock, ~~upon~~in ~~listing~~this ~~on Nasdaq~~offering, however, ~~may~~claims ~~have~~for ~~little~~indemnification orby noour ~~relationship~~directors toand ~~the~~officers ~~historical~~may ~~sales~~reduce ~~prices of~~the ~~our~~amount ~~shares~~ of ~~Common~~money ~~Stock~~available into ~~private transactions~~us.

~~Prior~~We tohave ~~listing~~not onagreed ~~Nasdaq,~~to ~~there~~indemnify ~~has~~the ~~been~~Selling noStockholders ~~public~~for ~~market~~claims ~~for~~arising ~~our~~in ~~shares~~connection ofwith ~~Common~~sales ~~Stock.~~of ~~Our~~our Common Stock ~~has~~under athis ~~limited history of trading in private transactions~~prospectus. ~~Up to September 30~~ However, ~~2025,~~our ~~the~~articles ~~Company raised an aggregate~~ of ~~$115,428,223~~incorporation inprovide ~~gross~~that ~~proceeds from the sales of~~ our ~~stock,~~directors ~~including~~and ~~shares~~officers ~~issued~~will ~~for~~be ~~the~~indemnified ~~cancellation~~by ofus ~~indebtedness~~to in the ~~amount~~fullest ofextent ~~approximately $16,270,000. The~~permitted ~~weighted average price paid per share~~ by ~~investors~~Nevada ~~in these offering was $1~~law.~~062~~ ~~per~~In ~~share~~addition, ~~under~~as ~~the~~permitted ~~exemptions from registration provided~~ by ~~Regulation D under the Securities Act~~ NRS 78.7502 and ~~Regulation~~NRS CF78. ~~However~~751, ~~this information may have little or no relation to broader market demand for~~ our ~~shares~~articles of ~~Common~~incorporation ~~Stock~~ and ~~thus~~any ~~the initial public price of our shares of Common Stock on Nasdaq once trading begins.~~indemnification Asagreements athat ~~result,~~we ~~you~~enter ~~should~~into ~~not~~with ~~place~~our ~~undue~~directors ~~reliance~~and onofficers ~~these~~following ~~historical~~the ~~sales~~effectiveness ~~prices~~of ~~as they may differ materially from~~ the ~~opening~~registration ~~public prices~~statement ~~and subsequent public prices~~ of ~~our~~which ~~shares of Common Stock on Nasdaq. For additional details about how the initial listing price~~this onprospectus ~~Nasdaq~~forms ~~will~~a ~~be determined, see “Plan of Distribution.”~~part:

The uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and pricing challenges for our Common Stock.

Few companies have conducted direct listings, and the process by which shares of our Common Stock will be listed on Nasdaq is a novel process. The absence of a traditional underwritten offering may result in a less orderly market for our Common Stock, increased volatility in the trading price, and potential difficulties in achieving a stable market price. Unlike an initial public offering, there is no firm-commitment underwritten offering to help inform efficient and sufficient price discovery. Consequently, the public price of our Common Stock may be more volatile than it would be if shares were initially listed in connection with a firm-commitment underwritten initial public offering. In addition, the trading volume and price of shares of our Common Stock may be more volatile and subject to greater fluctuations due to the direct listing method.

Risks Related to the Direct Listing Process and the Potential Delay or Failure to Open Trading on Nasdaq.

Under Nasdaq’s direct listing rules, our Advisor, in its capacity as our financial advisor pursuant to Nasdaq Rule 4120(c)(8), has the authority to affirmatively direct or request Nasdaq to delay the opening of trading in our Common Stock until the Advisor determines that there is sufficient trading volume and price discovery to support an orderly opening. The Advisor may, based on its assessment of pre-opening buy and sell orders, determine that a reasonable amount of volume will not cross on the opening trade, and may therefore request that Nasdaq continue to delay the opening until such conditions are met. There is a risk that, if sufficient trading interest does not develop, the Advisor may continue to delay the opening for an extended period, or, in rare circumstances, the shares may not open for trading at all on the scheduled listing date. If our Common Stock does not open for trading on Nasdaq as anticipated, investors may experience uncertainty regarding the liquidity and value of their investment, and the Company may be unable to access the public capital markets as intended. In addition, any extended delay or failure to open trading could adversely affect our reputation, our ability to raise additional capital, and the market price of our Common Stock, and could result in increased volatility or a lack of an active trading market for our shares. There can be no assurance that our Common Stock will commence trading on Nasdaq as expected, or at all, or that an active and liquid trading market will develop or be sustained.

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis and the impact of awareness of our brand and investor recognition of our Company on the demand for our Common Stock is unpredictable and our marketing and brand development efforts may not be successful.

We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our Common Stock on Nasdaq. Instead, we may engage in certain investor presentations and educational meetings to enhance our brand awareness and investor recognition of our Company. In advance of any investor presentation or educational meeting, we will announce the date for such presentation or meeting through financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for any investor presentation or educational meeting that we hold, and will make the presentation publicly available, without restriction, on a website.

There can be no assurance that any investor presentations or other educational meetings that we hold will have the same impact on awareness of our brand and investor recognition of our Company as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our Common Stock or sufficient demand among investors immediately following our listing, which could result in a more volatile public price of our Common Stock.

We have not agreed to indemnify the Registered 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 Registered 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:

●

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;

●

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;

●

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

●

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;

●

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

●

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.

2725

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.

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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.

2927

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.

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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 ~~April~~June 3025, 2025, ~~the~~we ~~Company~~issued ~~completed~~ an ~~offering~~aggregate of ~~our~~329,671 shares of Series ~~CF-1~~C Preferred Stock inwith ~~private~~par ~~placements~~value ~~pursuant~~of $0.0001, to ~~Regulation~~Ascent CFPartners Fund ~~and~~LLC ~~Regulation~~(“Ascent”). DSeries ofC ~~the~~Preferred ~~Securities~~Stock ~~Act.~~has ~~Under~~a ~~these~~stated ~~private~~value ~~placements,~~of ~~the~~$10.00 ~~Company~~per ~~sold~~share ~~3,368,466~~and ~~shares~~is ofconvertible ~~its~~to ~~Series~~shares of ~~CF-1~~Common ~~Preferred~~ Stock, ~~resulting~~at ina ~~net~~price ~~proceeds to the Company~~ of ~~approximately~~ $73.152475 ~~million.~~per Onshare, ~~July~~subject 9,to ~~2025,~~adjustment ~~the~~as ~~Company~~provided ~~initiated~~in ~~two~~the ~~offerings~~ certificate of ~~our~~designation for Series ~~CF-2~~C Preferred Stock. inFor ~~private~~a ~~placements~~description ~~pursuant to Regulation CF and Regulation D~~ of ~~the~~conversion ~~Securities~~terms, ~~Act.~~please ~~Under~~refer ~~these private placements,~~ the ~~Company~~section ~~sold~~titled ~~215,918~~“Description ~~shares~~ of ~~its~~Capital Stock, Series ~~CF-2~~C Preferred Stock,.” ~~resulting~~As inof ~~net proceeds to~~ the ~~Company~~date of ~~approximately $833~~this prospectus,~~794.~~ InAscent ~~addition,~~has asconverted ~~part~~a total of ~~the~~277,171 ~~offering~~shares of Series ~~CF-2~~C Preferred Stock to a total of 1,367,742 ~~the~~shares ~~Company~~of ~~issued~~common ~~warrants~~stock. toAs ~~purchase~~of athe ~~total~~date of 87this Prospectus,~~681~~ 52,500 shares of ~~common~~Series ~~stock,~~C ~~exercisable~~Preferred ~~for~~Stock ~~two~~remain ~~(2)~~issued and ~~years~~outstanding.

~~Prior~~From toOctober ~~the~~27, ~~initial~~2025 ~~listing~~through ofFebruary ~~the~~4, ~~Company’s~~2026, ~~shares~~we ofissued ~~Common~~an ~~Stock~~aggregate onof ~~Nasdaq~~549,451 ~~all~~ shares of Series ~~CF-1~~D Preferred Stock ~~and~~to Ascent. Series ~~CF-2~~ ~~Preferred~~D Preferred Stock, ~~will~~which ~~automatically~~has ~~convert~~a onstated avalue ~~1:1~~of ~~basis~~$10.00 ~~into~~per ~~shares~~share, ofis ~~Non-Voting~~convertible ~~Common~~to ~~Stock,~~common ~~after~~stock ~~which,~~at ~~and~~a price of $12.35 per share, subject to ~~amending~~adjustment ~~the~~as ~~Company’s~~provided ~~Articles~~in the certificate of ~~Incorporation,~~designation ~~all~~for ~~Non-Voting~~the ~~Common~~Series D Preferred Stock. ~~will~~For ~~automatically~~a ~~convert~~description ~~into~~of ~~Common~~conversion ~~Stock~~terms, ~~(the~~please ~~“Conversion”).~~refer the ~~3,368,466~~section ~~shares~~titled “Description of ~~Common~~Capital Stock, ~~will~~Series beD ~~issued~~Preferred toStock.” As of the ~~Registered~~date ~~Stockholders~~of ~~who~~this ~~currently~~prospectus, Ascent ~~hold~~has ~~Series~~converted ~~CF-1~~a ~~Preferred~~total ~~Stock and~~of ~~215~~24,~~918~~000 shares of ~~Common~~Series ~~Stock~~D ~~will~~Preferred beStock ~~issued~~ to ~~the~~a ~~Registered~~total ~~Stockholders~~of ~~who~~19,434 ~~currently~~shares ~~hold~~of ~~Series~~common ~~CF-2~~stock. ~~Preferred~~As ~~Stock,~~of ~~which~~the date ~~will~~of bethis ~~registered~~Prospectus, ~~for~~525,451 ~~resale~~shares ~~pursuant~~of toSeries ~~this~~D ~~prospectus~~Preferred ~~upon~~Stock ~~the~~remain ~~Conversion~~issued and outstanding.

OnUnder ~~June~~the ~~25,~~certificates ~~2025, we issued an aggregate~~ of ~~329,671~~designations ~~shares~~for of Series C Preferred Stock ~~with~~and ~~par~~Series ~~value~~D ofPreferred ~~$0.0001~~Stock, ~~together~~the ~~with~~holders ~~warrants to~~are ~~purchase~~entitled ~~1,333,335~~to ~~shares~~a ofmonthly ~~Common~~dividend at ~~Stock,~~a ~~for~~rate anof ~~aggregate~~8% ~~consideration~~ of ~~$3,000,000~~the tostated ~~Ascent~~value, ~~Partners~~which ~~Fund~~commenced ~~LLC~~accumulating ~~(“Ascent”) resulting~~on inthe aninitial ~~average~~issuance ~~price~~dates ofand ~~$2.0265~~is ~~per~~computed ~~share.~~on ~~The~~the ~~warrants~~basis ~~are~~of ~~exercisable~~360-day year atand atwelve ~~price~~(12) of30-day $3months.~~2475~~ ~~per~~At ~~share~~our option, ~~with expiration~~dividends ~~dates~~due ason ~~follows:~~Series ~~333,334~~C ~~warrants~~Preferred ~~have~~Stock anand ~~expiration~~Series ~~date~~D ofPreferred ~~eight~~Stock ~~(8)~~may ~~months,~~be ~~333,334~~paid by ~~warrants~~the ~~have~~issuance ~~an expiration date~~ of ~~sixteen~~shares ~~(16) months, and 666,667 warrants have an expiration date~~ of ~~two~~our ~~(2)~~Common ~~years~~Stock ~~from~~valued at the ~~issuance~~relevant ~~date~~conversion prices.

~~Prior~~The toEquity ~~the~~Line ~~initial~~SPA ~~listing~~provides offor the ~~Company’s~~sale ~~shares~~to Ascent of ~~Common~~up ~~Stock~~to ~~on Nasdaq~~$300,000,000 ~~all~~worth ~~shares~~ of ~~Series C Preferred Stock will convert into such number of shares of~~ Common Stock ~~as provided in the certificate of designation of Series C Preferred Stock~~. As of ~~September~~February 3011, ~~2025,~~ 12026,~~626,800~~ ~~shares~~we ofhave ~~Common~~not ~~Stock~~issued any ~~are~~shares ~~expected~~under tothe beEquity ~~issued~~Line ~~upon~~SPA. ~~the~~Additionally, ~~conversion~~under of the ~~Series~~Equity CLine ~~Preferred~~SPA, ~~Stock.~~we ~~For~~have aagreed ~~description of~~to ~~conversion~~issue ~~terms~~970,874 ~~please~~shares ~~refer~~of ~~the~~Common ~~section~~Stock to ~~titled~~Ascent ~~“Description~~as ofconsideration ~~Capital~~for ~~Stock,~~entering ~~Series~~into Cthe ~~Preferred~~Equity ~~Stock~~Line SPA.”

OnThe shares ~~August~~offered 6for resale under this Prospectus consist of: (1) a total of up to 7,081,781 ~~2025~~shares of Common Stock to be issued to Ascent, weincluding ~~issued~~(i) anshares ~~aggregate~~issuable ofunder ~~682~~the Equity Line SPA,~~770~~ (ii) 970,874 shares of ~~Series~~Common EStock ~~Preferred~~to ~~Stock~~be ~~with~~issued ~~par~~to ~~value~~Ascent as consideration for entering into the Equity Line SPA, and (iii) shares of ~~$0.0001~~Common byStock ~~converting~~to anbe issued as dividends to Ascent on outstanding ~~amount~~shares of Series C Preferred ~~approximately~~Stock ~~$6,827,698~~and toSeries ~~Eastward~~D ~~Fund~~Preferred ~~Management,~~Stock; ~~LLC~~and (~~“Eastward”~~2) ~~resulting~~418,219 inshares anof ~~average~~Common ~~price~~Stock ofissued ~~4.62000~~as compensation to our financial advisor, Maxim ~~per~~Group ~~share~~LLC.

Prior to the initial listing of the Company’s shares of Common Stock on Nasdaq, all shares of Series E Preferred Stock will convert into such number of shares of Common Stock as provided in the certificate of designation of Series E Preferred Stock. As of September 30, 2025, 1,477,857 shares of Common Stock are expected to be issued upon the conversion of the Series E Preferred Stock. For a description of conversion terms, please refer the section titled “Description of Capital Stock, Series E Preferred Stock.”29

USE OF PROCEEDS

The ~~Registered~~Selling Stockholders may, or may not, elect to sell shares of our Common Stock covered by this prospectus. To the extent any ~~Registered~~ 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 “~~Registered~~Selling Stockholders.”

~~REGISTERED~~SELLING STOCKHOLDERS

This prospectus relates to the resale by the ~~Registered~~Selling Stockholders from time to time of up to 87,~~290~~500,~~298~~000 shares of our Common Stock, ~~consisting~~ consisting of (A1) ~~180,241~~a ~~shares~~total of ~~Common~~up ~~Stock~~to ~~and (B) 3~~7,~~368~~081,~~466~~781 shares of Common Stock ~~issuable~~to ~~upon~~be ~~the~~issued ~~conversion~~to ~~of 3~~Ascent,~~368,466~~ ~~shares of~~including ~~Series~~(i) ~~CF-1 Preferred Stock, 215,918~~ shares ~~of common stock~~ issuable ~~upon~~under ~~conversion~~the ofEquity ~~211,968 shares of Series CF-2 Preferred Stock,~~Line 1SPA,~~626,800~~ ~~shares~~(ii) ~~of common stock issuable upon conversion of 329~~970,~~671~~874 shares of ~~Series~~Common ~~C Preferred~~ Stock, ~~1,333,335~~to ~~shares~~be ofissued ~~common stock issuable upon exercise of warrants~~ to ~~purchase~~Ascent ~~Common~~as ~~Stock,~~consideration ~~issued~~for asentering ~~part~~into of the ~~Series~~Equity CLine ~~Preferred Stock offering~~SPA, ~~1,477,857~~and (iii) shares of Common Stock ~~issuable~~to ~~upon~~be ~~conversion~~issued ofas ~~682,770~~dividends ~~shares~~to ofAscent on the Series EC Preferred Stock, and ~~87,681 shares issuable upon exercise of common stock purchase warrants issued as part of~~ the Series ~~CF-2~~D Preferred Stock; ~~offering.~~and ~~The~~(2) ~~Registered Stockholders may from time to~~418,219 ~~time~~shares ~~offer and sell any or all~~ of ~~the~~ Common Stock ~~set~~issued ~~forth~~as ~~below~~compensation ~~pursuant~~ to ~~this~~our ~~prospectus.~~financial ~~When we refer to the “Registered Stockholders” in this prospectus~~advisor, weMaxim ~~mean~~Group 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 Registered Stockholders’ interest in the common stock other than through a public saleLLC.

The ~~following~~Selling ~~table~~Stockholders ~~sets~~may ~~forth,~~from astime ofto ~~September~~time ~~30,~~offer ~~2025,~~and ~~the~~sell ~~names~~any ofor ~~the~~all ~~Registered~~of ~~Stockholders,~~ the ~~aggregate number of shares of~~ Common Stock ~~held~~set byforth ~~each~~below ~~Registered~~pursuant ~~Stockholder~~to ~~immediately~~this ~~prior~~prospectus. When towe ~~the~~refer ~~sale~~to of the ~~Common~~“Selling ~~Stock~~Stockholders” in this ~~offering~~prospectus, ~~the~~we ~~number~~mean ~~of shares~~the ofpersons ~~Common~~listed ~~Stock~~in ~~that~~the ~~may~~table bebelow, ~~sold~~and bythe ~~each~~pledgees, donees, ~~Registered~~transferees, ~~Stockholder~~assignees, ~~under~~successors, ~~this~~designees ~~prospectus~~ and ~~the~~others ~~number~~who oflater ~~shares~~come ofto ~~Common~~hold ~~Stock that~~any ~~each~~of ~~Registered~~the ~~Stockholder~~Selling ~~will~~Stockholders’ ~~beneficially~~interest in ~~own after this offering, assuming~~ the ~~sale~~common ofstock ~~all~~other ~~shares~~than ~~offered~~through ~~under~~a ~~this~~public ~~Prospectus~~sale.

WeThe ~~cannot~~following ~~advise~~table ~~you~~sets forth, as toof ~~whether~~February 11, 2026, the ~~Registered~~names of the Selling Stockholders, ~~will~~the inaggregate ~~fact~~number ~~sell~~of ~~any~~shares orof ~~all~~Common Stock held by each Selling Stockholder immediately prior to the sale of ~~such~~the Common Stock. Inin ~~addition~~this offering, the number of shares of Common ~~Registered~~Stock ~~Stockholders~~that may ~~sell,~~be ~~transfer~~sold orby ~~otherwise~~each ~~dispose~~Selling ~~of,~~Stockholder atunder ~~any~~this ~~time~~prospectus and ~~from~~the ~~time~~number toof ~~time,~~shares ~~the~~of Common Stock inthat ~~transactions~~each Selling Stockholder ~~exempt~~will ~~from~~beneficially ~~the~~own ~~registration~~after ~~requirements~~this ofoffering, assuming the ~~Securities~~sale ~~Act~~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 ~~Registered~~Selling Stockholders have had no material relationship with us within the past three (3) years other than as described in the ~~footnotes~~ footnotes to the table below or as a result of their acquisition of our shares or other securities.

3230

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
KingsCrowd Capital (Fund I) (1)		9,419		9,419		0
Ascent Partners Fund LLC (1)		2,294,469		7,081,781		1,951,083	(3)
Radek Sousek (2)		94,188		94,188		0
Maxim Partners LLC (2)		418,219		418,219		0
Christopher Scott Fedewa (3)		11,774		11,774		0
DSEA 88 Texas III LP (4)		470,937		470,937		0
Barry Coffman Trust		11,774		11,774		0
Peter Mawn (5)		47,094		47,094		0
David Klaskin (6)		47,094		47,094		0
Therese Hendricks (7)		11,774		11,774		0
Yelnats, LLC (8)		94,188		94,188		0
John B. Diamond Trust (9)		70,641		70,641		0
Schwartz Consolidated, LLC (10)		164,828		164,828		0
Marilyn R. Diamond 2021 Gift Trust (11)		47,094		47,094		0
Renaissance Charitable Foundation Inc. (12)		47,094		47,094		0
David Lowe (13)		23,547		23,547		0
Chuck Piluso (14)		47,094		47,094		0
Ascent Partners Fund LLC (15)		2,960,135		2,960,135		0
Eastward Fund Management, LLC (16)		1,477,857		1,477,857		0
Al Dobron (17)		3,651		3,651		0
Boris Levin (18)		38,556		38,556		0
Giampiero Mazza (19)		237,319		237,319		0
Steven Voorhis (20)		638,934		638,934		0
TAM Capital Partners, LL (21)		82,389		82,389		0
Lutea Trust (22)		30,513		30,513		0
Paul Morin (23)		29,209		29,209		0
Bill Heitin (24)		18,256		18,256		0
John Haase (25)		10,588		10,588		0
ACL Group Limited (26)		3,785		3,785		0
Bill Teuber (27)		18,256		18,256		0
Stan Shuman (28)		92,759		92,759		0
Tom Patterson (29)		241		241		0
David Moffit IRA (30)		1,067		1,067		0
VFTG II LLC (31)		7,302		7,302		0
Our Bond I, a series of Wefunder SPV, LLC (32) holds an aggregate of 957,102 shares of Series CF-1 Preferred Stock on behalf of the holders specified below:
Prakash Patel		95		95		0
Alfreda Ward		48		48		0
Alan Cookle		1,131		1,131		0
3K Brothers, LLC (33)		95		95		0
Richard Stevens		471		471		0
Brenda M		118		118		0
Samuel Stein		95		95		0
B J Touma		471		471		0
Kamal Kant		4,623		4,623		0
Adam Sampson		236		236		0
Abdullah Albawardy		942		942		0
Yunus Shah		118		118		0
Aaron Czysz		2,355		2,355		0
Aaron Drabkin		236		236		0
Aaron K		118		118		0
Aaron Webb		118		118		0
Abbas Chothia		3,297		3,297		0
Abdul Shukoor		142		142		0
Abdulmalik Almasoud		118		118		0
Abhijeet Mukkawar		942		942		0
Abigail Savopoulos		95		95		0
Abu Bakarr Conteh		118		118		0

33(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.

Ann Cancello	95	95
Andy Burkholder	236	236
SurfRogue, LLC (34)	707	707
Christian B Young	471	471
Andrew Lucking	118	118
Justina Acquah	189	189
Adam Sternberg	236	236
Adam Roth	471	471
Adam Draizin	2,355	2,355
A A	236	236
Adel Ali Al-Malki	236	236
Angela Coleman	95	95
Naveed Hasan	118	118
Joerg Dennler	471	471
Albert Fusco	942	942
Aggie Mast	471	471
Ahza Kilma	283	283
Ajay Upadhyaya	118	118
David Grim	354	354
Alex Kahn	95	95
Akash Singhal	942	942
Amber Harberts	118	118
Viaenet LLC (35)	4,710	4,710
Alan Aspera	236	236
Ibriham Alassaf	95	95
Alejandro Garcia	471	471
Aleric Heck	118	118
Henri Jentsch	2,826	2,826
Alexander Clarence McIntosh	118	118
Alexis Wright	95	95
Alfonso Aduna	95	95
Ali Abdulla Rashed Aldhaheri	476	476
Alister Walker	236	236
Vijayabhaskar Allam	1,743	1,743
Allen Bernier	5,652	5,652
Allen F	2,826	2,826
Allison Patton	236	236
GO-Jac, LLC (36)	118	118
The Parmar Family Trust Dated, June 1 2017 (37)	118	118
Anthony O’Neal Jr.	118	118
Vijayakumar Aluru	471	471
Pegasus Management Inc (38)	352,025	352,025
Amarkanth Ranganamayna	236	236
Kirankumar Ambati	942	942
Pierre Dolcine	95	95
Andrew Cassidy	471	471
Andrea Vaziri	118	118
Andre Robinson II	95	95
Andres B. Capriles	471	471
Andre Harrell	95	95
Brian Andrews	2,826	2,826
The Knox Family Trust, dated December 28th, 2022 (39)	95	95
Anise Khan	594	594
Anita Andradies Limbrick	118	118
Anitha Ravala	95	95
none none	95	95
Anthony Jackson	236	236
Anthony Ndungu	95	95
Anup Bhulabhai	118	118
Andisiwe Piyose	118	118

(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.

34(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.

Anastasio Perez	1,178	1,178
Emma Perry	118	118
Aron Roberts	354	354
Arthur Trollinger	95	95
Artan Kristo	236	236
Kofi Ofosu-Asante	676	676
Yolanda Osornio	142	142
Ashok Bajaj	471	471
A.S.L Innovations LLC (40)	236	236
Bob Mag Martin	471	471
Ashwin Suthrave	236	236
George Woodhull	471	471
Abraham Toporek	118	118
Austin Elswick	95	95
Arturo Villagomez	236	236
Anand Wuppuluri	1,178	1,178
Ali Abboud	236	236
Christine M Makori	471	471
Babatunde Binuyo	471	471
Badr Naif Alotaibi	236	236
Muhammed Jibrin Bamalli	95	95
Bassam J. Sarrouj	471	471
Chelsie Banton	118	118
Benjamin Ferriman	236	236
Ben Zion Levy	942	942
Bentzion Gancz	330	330
Bernard R Chowdhury	2,355	2,355
Ben Meir	283	283
Grigore B. Hreniuc	471	471
Bibhu Mahapatra	848	848
Mark Soltz	471	471
Aaron Tracy	130	130
B. Immo	236	236
Bing Pang	118	118
Brian Samway	236	236
Bernard Trosic	471	471
Braden Karrigan	236	236
Britt L Hammond	236	236
Maciek Ziolkowski	118	118
K S	168	168
Barry Morin	48	48
Bryan Wolf	236	236
Roberto Jiminez	1,884	1,884
Robert J Weireter	236	236
Boulkoroum FARID	118	118
Brad Ross	942	942
Thomas Carroll	471	471
Brandon Wade	118	118
Brandt Robison	471	471
Brad Herman	118	118
Brian Bonsell	142	142
Brent Fykes	11,774	11,774
Brian Sawyer	471	471
Bryan Schell	3,533	3,533

Bobby Silaphet	942	942
Sai Kiran Burra	118	118
Raj Thiyagarajan	236	236
Bradley C. Thaemert	2,355	2,355
Cathy Atela	118	118
Gregory Cabral	95	95
Cade Joiner	142	142
Caleb Naysmith	707	707
Deron Campbell	118	118
Craig Peterman	471	471
Michael A Leanzo	471	471
Carlos A Gomez	48	48
Carlota Aluja	471	471
Mary Ng	471	471
Carson Biber	236	236
Ziv Carthy	48	48
Arunkumar Chellappa	236	236
Chad Clark, MD	471	471
Cynthia Crooks	168	168
Daniel Varnado	95	95
Cecilia Wessinger	95	95
Cedrick Reese	142	142
Cesar Valencia	283	283
Chandra V	236	236
Charlene Knoetze	95	95
Charlene Colton	236	236
CFS Investment Trust FBO Charles Sullivan (41)	471	471
Charlie Lim	667	667
Chase Smith	471	471
Chauntel Greaves	95	95
Chang Lee	471	471
Cheryl Ingram	118	118
Cherry Moriones	95	95
Christoph Heuermann	9,419	9,419
Christopher Horn	834	834
Chris Thomme	471	471
Christopher Antonelli	4,710	4,710
Christopher McLay	1,178	1,178
Chris Mackey	118	118
Joseph and Christina Weeks	1,413	1,413
Christina Luna	118	118
Christopher John Rotante	236	236
Chris O’Brien	471	471
Charles Allen Gomes	471	471
Curtis Jacobson	471	471
Colin Campbell	118	118
Chris Kibbe	142	142
Carolyn J Maresca	471	471
Christoffer Knudsen	471	471
Clarence Foster III	95	95
Clayton C Gorton	236	236
Cliff Ritz	471	471
Chaitanya Jani	118	118
C S	471	471
Chris Aiken	5,181	5,181
Cynthia Nocon	330	330
La Monte Wayne Peters	118	118
Heather Huotari	95	95
Chinedu Ogbonna	118	118
Spike Cohen	236	236
Collins Offor	236	236
Chrisdon Hall	118	118
English Walker	122	122
Cory Lea	48	48

Chandra Paladugu	645	645
Christopher Plummer	118	118
Mahfuz G Chowdhury	236	236
Craig L	471	471
Carol Rachelle Roach	95	95
Charles Sellman	118	118
John Bierwaczonek	236	236
Habib Shaghoury	236	236
Daniel Witt	118	118
Daniel W Smith	236	236
David Anderson	471	471
John Reid	48	48
Joyce Kantola Dave Jackson	236	236
Dale McMillen	95	95
Dion R	212	212
Damon Rhys	354	354
Dan McIvor	236	236
Daniel Degrasse	118	118
Dane Kuratsu	2,355	2,355
Daniel Mugenga	212	212
Daniel Settanni	118	118
Daniel Morin	118	118
Michele Fischer	118	118
David Denemark	1,649	1,649
David Chamberlain	95	95
David Phillips	471	471
David Addesse Molina	236	236
David J Muyres	1,178	1,178
David Rosenfeld	76	76
David Van Osdol	118	118
David SHETSIRULI	236	236
Davorka Malia	95	95
Dawood Sindi	165	165
Dennis Billings	95	95
Debbie Anderson	942	942
David Botsford	942	942
David Stahlman	118	118
Darren S. Holmes, Ms Dc CCSP	471	471
Diana Cote	95	95
Daniel DeCastro	236	236
Daniel Devlin	471	471
Dominick Dragone	118	118
Deanna Allen	189	189
Deana Smith	118	118
Dean Dkker	4,663	4,663
Demetrius Price	212	212
Frostbyte Investments, LLC (42)	942	942
Derrek Grunfelder-McCrank	236	236
Rebecca Meek Horton	589	589
Kamil Holub	95	95
AURION CAPITAL VENTURES (43)	95	95
Diana Knight	118	118
Richard Kalinowski	236	236
Investor GQ	241	241
Ingenium Capital LLC (44)	118	118
Dillon Halai	519	519
Dimitri Galani	236	236
Blackhurst Family Trust (45)	848	848

Ted Lipman	165	165
Dale Pittman	471	471
David Mogford	236	236
Listgains, LLC (46)	354	354
Donald C Finger	118	118
Dolores Silooy	236	236
Donald Dempsey	1,178	1,178
Donald Kroener	236	236
Donald Johnson	8,572	8,572
Alan Douglas	142	142
Anita L	101	101
Dov Green	189	189
Doyle Haverfield	236	236
Amy Kirby	471	471
Alan Jacobson	2,355	2,355
Sandro Bacchelli	471	471
Dan Reyes	236	236
David Lowe	48	48
Dan Rehmsmeyer	942	942
Dan Giuliani	4,945	4,945
Gregg Eric Russell	942	942
Julio Ugarte	95	95
Carolyn D	942	942
Chut Sombutmai	236	236
Camilla Narciso Santa Paula	236	236
David M Sellet	1,178	1,178
Ron Graham	2,355	2,355
Dipendra Tiwari	236	236
Md Pham	989	989
Duncan H	146	146
Dave Ure	471	471
Dustin Fox	118	118
Dustin Kean	471	471
Vivian Crafa	118	118
David Drewes	942	942
Donald J Wright Jr	471	471
Deryl Zimmerer	377	377
Brent Tolbert	471	471
Earl F. Brown	1,060	1,060
Eric Baum	9,419	9,419
Edward B Cloues II	4,710	4,710
Edgar Garcia	236	236
Eduardo Ramirez	471	471
Edward Petersen	471	471
Ehab Rezk	524	524
Ernest J King	236	236
Edward Kelly Medlock	1,484	1,484
Elizabeth Pappas	2,355	2,355
Jeffrey Adams	942	942
Elizabeth Kafel	236	236
Eric S	2,355	2,355
E N	118	118
Stefan Penkov	589	589
Emma Archibald	95	95
Eric DiStasi	118	118
KGN Holdings, LLC (47)	118	118
Eric Jackson	236	236
Earl Stewart	236	236
Steve Robison	5,416	5,416
Esther Yang	471	471

Eliakim Thorpe	942	942
Ernie Hou	471	471
Qing E Li	566	566
Edward Owens	471	471
Galina Medeiros	471	471
George L Schmidt	471	471
Jim Butler	471	471
Mitsugu Toyoda	707	707
Fakheruddin M Mustafa	118	118
Fadhl Bafadhl	354	354
James Kinney	236	236
Farhan Simon	118	118
Fatima Abdulla	95	95
John Michael Fay III	118	118
Fred George	118	118
James Bailey	118	118
Fernando Omar Inigo	48	48
Fred Fletcher	707	707
Frank Michel	236	236
Philip A Perlberg	236	236
Elizabeth Bina Ritter	236	236
Vincent Fong	118	118
Brian Rueckert	2,355	2,355
David Gavin FRANCIS	471	471
Joseph Francis	471	471
Franklin Flowers	118	118
Adusei Gyasi	165	165
Frederic Gerald McCurdy	236	236
Fred Simanek	14,129	14,129
Lokesh Allam	118	118
Blake Hafferkamp	236	236
Amy Maher	236	236
Gaige Powers	118	118
George Anna Mock	118	118
Garcia Milord	118	118
Chris Garner Adams	118	118
Glenn A Rossman	1,178	1,178
Gaury Banton	495	495
Gary Brose	118	118
Ghanshyam C Ratanpara	524	524
Greg Eichman	471	471
Gary Tallant	942	942
Geoff ZHANG	944	944
Jins George	471	471
George Czajkowski	236	236
Georges Pires	471	471
Mads Georgsen	471	471
Gemechu Getachew	212	212
Gregory Martin	48	48
Greg S Johnson	236	236
Mario Gjivoje	471	471
Gary Katelansky	471	471
Glenn Burney	836	836
Gary Ginn	95	95
Mariam G.	95	95
Ken Y	1,037	1,037

Grmatsion Goitom	236	236
Alberto Legoute	471	471
Mark Goodman	500	500
Gopal Pagrut	95	95
Fat Guy	707	707
Gordon and Irene Calvert Family Trust (48)	3,768	3,768
Brenda Burton	471	471
Bridget Gray	236	236
Rebecca Graziano	471	471
Greg Blair	354	354
Beth Greaves	471	471
Greg Krisher	236	236
Gregory Lang	118	118
Greg Smith	707	707
Prince Kumar	236	236
Gunjan Sinha	23,547	23,547
Vikash Gupta	142	142
Harika Kandru	118	118
Hamedah Chan	236	236
Harlon Feferbaum	1,413	1,413
Mike Haynes	471	471
Heidi Frost	95	95
Adam Perry	118	118
Morris C	236	236
Tuyen Doan	118	118
Herbert Gonzalez	95	95
Juan Heredia	4,710	4,710
Mark Larsen	354	354
Hiren Prajapati	471	471
Howard Steinberg	471	471
Hrvoje Galiá	118	118
Matt T	236	236
Kai Leung Huen	236	236
Harold Warner	707	707
Nasir Iqbal Amanullah	236	236
Ian Krochek	1,884	1,884
Dr David Amez	471	471
Elif Idil TURKMENOGLU	95	95
Dennis Barter	118	118
Hugh G Ifill	264	264
Gomez Iker	118	118
Yegor Zadorozhnyi	1,884	1,884
Kaomeng Saechao	942	942
Iman Suleman	95	95
Herman Reumers	589	589
Demarley Holder	118	118
Passive Investments (49)	118	118
Steeve Davis	48	48
Ignacio Rivero	95	95
Paul Isenbarger	236	236
Frosti Sneer	95	95
Nirmal Kumar	471	471
Ivano Laudonia	95	95
Lee Palmer	48	48
John Szymanski	4,710	4,710
Jake Walko	471	471
Charoen Thamawatanakul	118	118
Jess Forgione	118	118

Joel Foreman	95	95
James Berkel	236	236
Jordan Bekenstein	95	95
Seth McBeath	118	118
John Frederick Adderholdt	283	283
Sharon D. Locke	2,355	2,355
Sumith Jain	118	118
Vikas Jain	118	118
James Drago	236	236
James F Davis	471	471
James Gray III	118	118
Chris Tune	118	118
Harry Jameson	118	118
Jared Scott Crawford	95	95
Jared Werts	118	118
Jarret L Chaney	118	118
Jasiel Moreno	95	95
Jason J LaQua	118	118
Jason S.	1,413	1,413
Jatin Shah	118	118
JAY COBB and LISA COBB, Co-Trustees of the COBB FAMILY TRUST (50)	2,355	2,355
Jay Perez	118	118
Jason Baumann	236	236
Jonathan Lee	95	95
Javier Cote-Sierra	471	471
Johnny David Jr	118	118
John Doster	471	471
Joe DeBonis	118	118
JD Gu	1,413	1,413
Jd Kincaid	1,413	1,413
Jed Karpinski	118	118
Jerry Eisenband	118	118
Jennie Martel	1,178	1,178
Jennifer Macedo	118	118
Hao Pham	236	236
Jerry Marshak	118	118
Jesse Bifulco	95	95
Joao Filipe Fernandes	95	95
Joseph Ferraro	118	118
Jim Jackson	118	118
Jim Johnson	118	118
James McGraw	118	118
JJ Anthony	236	236
Joel J Lacoste	236	236
John Loebach	118	118
Jonathan Mannings	471	471
Lovell Holdings Trust (51)	2,143	2,143
John Morris	236	236
Jason NIELSEN	236	236
John Polack	236	236
Joseph William Vogels	118	118
Jose B PAREDES	95	95
Joel Kantor	942	942
Joe Agster	377	377
John Tresp	471	471
John Carioto	118	118
John Richardson	471	471
John Acree	95	95

John Christian	471	471
John McKeagney	589	589
John Peck	1,413	1,413
Jonathan Kempel	48	48
Jonathan Foreman	95	95
Josef Schramm-Ennen	236	236
Joe Benza	118	118
Joseph Gerlach	236	236
Joshua McGrath	118	118
Mach 10 Ventures, LLC. (52)	95	95
Joshua Everett	118	118
Joris Strypens	471	471
Henrietta Yanni	118	118
Jeremy Peter GREINER	471	471
Johann Riviere	95	95
Jackie Robinsin	95	95
Jonathan P	236	236
James E Russ Retirement Fund, LLC. (53)	236	236
Jannette D. Street	95	95
Jen S	118	118
Jason Keller	123	123
Joseph Marshall Touma	236	236
Juan T	118	118
Juberta Juberta	471	471
Matthew Setzer	95	95
Junaid Husain	236	236
Jeffrey C Walker	707	707
Jyothish Nair	118	118
John Zelenski	354	354
M Clark	118	118
Kara Morin	48	48
Murat Aksakalli	118	118
Kamil Regent	236	236
Kapil Thacker	236	236
Katherine Queen	471	471
Kayne Tan	142	142
Kay Emmanuel	118	118
Taha Kazmie	95	95
Kaleb Belcher	95	95
Kevin Breen	48	48
Konstantinos Spaliaras	118	118
Kathleen Markle	118	118
Karen Duggan	236	236
Keally Keambom	236	236
Keeyan Zimmerman	165	165
Keith A Crenshaw Sr	118	118
Kenneth P. Thomas	471	471
Joyce Kendall	377	377
Kent Hyer	471	471
Kevin Maley	471	471
Russell E Kirshenbaum	165	165
Kevin Marion	693	693
Kurt Heun	471	471
Khiry Abdullah	707	707
W Kim Colich	251	251
Antonio Molina	471	471

Joy Pollard	95	95
Kenneth Saunders	1,413	1,413
Kevin Smith	95	95
GDPR PLUS d.o.o. (54)	118	118
Kelvin Michael Burgess	260	260
Marama Reichart	236	236
Keith Nation	118	118
Koby Kempel	48	48
Konstantinos Alymatiris	236	236
Satish Kotamraju	471	471
Kevin Parrish	236	236
Gerard Armstrong	707	707
Kumar Shantanu	236	236
Lance Gregg	95	95
P KRUEB	95	95
Keith Stringer	236	236
Kelvin Smith	118	118
Kyle John Steinle	98	98
Kyrene BUTTERS	118	118
Constance Minkoff	118	118
Lafayette Compton	95	95
Yogendre Kumar Patel	48	48
Lance Hoppen	471	471
Lars Rieger	95	95
Laura Drury	118	118
Laura Suddath	118	118
Laurence Mann	2,355	2,355
Lawrence Del Gigante	1,178	1,178
Liza Karic	118	118
Christopher Murrin	118	118
Jim Von Eiff	471	471
Lemi Gemedi	95	95
Gabriel LEPADATU	1,649	1,649
Morris Gelman	118	118
Leticia Aguilar	118	118
Lev Agranovich	95	95
Louis Rivera	471	471
Dominic Viola	118	118
Aboagye Ventures (55)	236	236
Fredrick C Guluma	95	95
Liquid Sun	118	118
Lisa Field	118	118
Elisbeth Tolison	236	236
Leo Brennan	2,355	2,355
Laurence K Gorlick	942	942
Larry MCADOO	118	118
Luigi Marchiorello Dal Corno	118	118
Sandra Cole	236	236
Long K Tu	236	236
Loona Cadely-Jeanty	118	118
Dennis Lordy	118	118
Louie Naumovski	942	942
Louis Harvey	471	471
George Simons	236	236
James Lowe	95	95
Ed Hernandez	377	377
Lucas Hahn	95	95
Ferenc Lusztig	464	464
The Miguel Angel Ramos Rodriguez Trust (56)	2,355	2,355
Scott R Maddox Living Trust Dated April 13, 2017 (57)	1,178	1,178

Adam Forster	7,065	7,065
Robert Simpson	118	118
David Revill	707	707
Michael Larkin	236	236
Malte Lottenberg	471	471
Michael Amoroso	1,649	1,649
Mark Parrett	283	283
Marc Saddik	471	471
Marcelo Fernandes Pacheco	118	118
Marcus Cameron	118	118
Marek Novosad	236	236
Mario Johnson	1,413	1,413
Margaret Brown	95	95
Maria G Horton	236	236
Marjorie Jaasma	95	95
Mark Worley	118	118
Mark Schneider	142	142
Marsha Somers	236	236
Martin Kay	471	471
Marvin J Lancaster II	236	236
Mary Kay Jaudes	95	95
Marc A. Simon	1,921	1,921
Mathias Blot	471	471
Matthew McKnight-Moses	95	95
Matt Wilkinson	48	48
Maurice A. Banton	471	471
Mbawine Consultant Services, LLC (58)	1,413	1,413
Michelle Berry	118	118
Michael Burke	236	236
Matt McDonagh	118	118
Paradeplatz Holdings, LLC (59)	1,178	1,178
Dillon Brock	471	471
Matthew King	667	667
Crystal Paris	1,884	1,884
Max Dufour	236	236
Aravind Babu KADIYALA	236	236
Melody E Bates	236	236
Ernest Philip Petersen	2,355	2,355
R H	2,355	2,355
Meredith Webb	118	118
Michael Fernacz	236	236
Mehmet Gonullu	95	95
Marjory E Guentzler	471	471
Mark Guion	471	471
Mike Farris	95	95
Michael Soluade	754	754
M S	95	95
Michele Echeverria	118	118
Michelle Prescott Green	1,178	1,178
Michelle Cowden	236	236
Midian Jones	118	118
Chad Long	471	471
Mike Mutto	652	652
Michael Uwakwe	2,355	2,355
Michael Franov	236	236
Mike Schatz	471	471
Michael Steranka	471	471
Mahmoud Attia	942	942
Miral Khalil	95	95
Charity Coleman	95	95
Basudev Adhikari	471	471
Michael Andre Johanson	95	95
Mark E Childers	377	377
Matthew J Kristof	118	118
Maurice Jo Madoc	142	142
Matthew Saurin	471	471

Michael J Smith	189	189
Margaret McDonald	48	48
Mark Huebner	118	118
Mohammed Alsuwaylih	95	95
Mohit Goenka	942	942
Kim G Monroe	471	471
Gaurav Sharma	118	118
Paul A. Morin	48	48
Ann L. Morin	48	48
Omar A Molina	236	236
Moustafa Nashat	48	48
Michael Joseph Palmaffy, II	471	471
Alisa Kempel	62	62
Mark Seeger	118	118
Matt Reno	118	118
Mirko Turrina	95	95
Hymon M Williams	236	236
Martin Weilhamer	142	142
Mark Ellis	471	471
Joseph Scales	354	354
Roger Evans	471	471
Ahmed Osman	95	95
Narendra Sharma	236	236
Moonshot DisruptX (60)	118	118
Nathaniel Wilson	471	471
Nathan Plank	1,667	1,667
Nathaniel Lemke	825	825
Artem Rabovsky	236	236
Nawaf Alotaibi	95	95
Phyllis Grant	118	118
Michael Lee	236	236
Nikolas Gernhard	236	236
Neel Ghetia	95	95
Nicasio Rios	471	471
Nick LeBouthillier	118	118
Nicholas Jusino	95	95
Nitin Patel	118	118
Jason Nix	942	942
Neal Hainlin	118	118
Ogechi Iwuanyanwu	118	118
Nobis Sol-Akubude	118	118
Noel Sunny	118	118
Joseph Duarte	471	471
Charles E Gould	95	95
Stanley Philipose	118	118
Norris Campbell	95	95
Peter Barty	471	471
Nick Plutchak	118	118
Ramesh Manian	471	471
Nainesh Patel	168	168
Nathanaelle Desrivieres	118	118
Neal Twomey	236	236
Scott Allison	4,710	4,710
Olivia Meiring	942	942
Olivier Wullen	502	502
Oscar O	167	167
David Oprondek	118	118
Richard Kinney	471	471

Pamela Rodriguez	95	95
Pablo Anconina	471	471
Roland Meitzler	118	118
Ray E Foster	118	118
Pankaj Sharma	95	95
Patrice Rice	95	95
Patrick Daley	236	236
Paul Anslow	2,355	2,355
Paul David Zetterower	95	95
Mary Carroll	1,178	1,178
Patrick Brady	118	118
Prathap Chithapuram	236	236
Sean Smith	118	118
Paul Montenegro	471	471
Patrick Daum	118	118
Elizabeth Karish	95	95
Leonard R. Pease	733	733
Peter Fitton	236	236
Peter Iancov	471	471
Peter Kuo	335	335
Peter Costello	118	118
Pieter Pettinga	471	471
Eve Pugh	471	471
Petru Seracin	95	95
Derek Sajbel	942	942
Phillip Hall	7,065	7,065
Richard Moore	1,201	1,201
Pierre Marie NDADEM	589	589
Cynthia Kay Cowden	236	236
Peter Shervanick	471	471
Peter Jorgenson	95	95
Paul M Kessimian	236	236
Piotr Kloda	260	260
Charles Burgamy	236	236
Daniel OLeary	236	236
Paris Lockhart	48	48
Philip Lutz	118	118
Michal Pohanka	118	118
Bryan Powell	471	471
Pradeep Parihar	118	118
Peter Paulin	471	471
Prabhudas Chelumala	495	495
Pradeep Munirathinam	942	942
SRIPATHY PRAKASH REVOCABLE TRUST Dated 06/27/2013 (61)	471	471
Prakash Bhambhani	95	95
Pramod Rustagi	95	95
Prashanth Sardesai	95	95
Prathap Jonnadula	118	118
Priscilla Corona	123	123
Larry E Proud	236	236
Parminder Singh	118	118
Laurent Bonnet	118	118
Puneet Gupta	4,710	4,710
Glennetta Johnson	118	118
Jee-Eun Byun	106	106
Peter Van Flein	236	236
Peter Verpla	118	118
Janet Kay Herring	189	189
Quang Ho	1,413	1,413
Trae Heather	589	589

Quinton Pipkins	118	118
Rocky MOREAU	118	118
Radek Sousek	48	48
Raghavender DUVVA	236	236
Raj Yakkali	471	471
Rajiv Panta	236	236
Joshua Gupta	118	118
Ranu Chahar	354	354
David Rapp	566	566
Ravi R	334	334
Raymond Luong	118	118
Ray Rdz	118	118
Robert Bruce Bretland	1,413	1,413
Dr. Rodney B. Woods	236	236
Ricardo Rodriguez	142	142
Rodel IO SUGATAN	471	471
Roderic Anderson	471	471
Roderick Herron	471	471
Abhilash Reddy	236	236
Na NA	118	118
David Johnston	142	142
Renato Zeko	118	118
Rene Hoferichter	118	118
Zeek Weeks	118	118
Robert Friedman	471	471
30sec Sport Sportswear & Equipment LLC Beddingfield Founder (62)	118	118
Rhea Khanna	189	189
Ricardo Silva	236	236
Richard Campbell	189	189
Richard Bentley	236	236
Richard J Thomas Jr	48	48
Francisco Velasquez	118	118
Barber Family Trust 10232023 (63)	23,547	23,547
Rahi Jones	471	471
Raja Kandru	471	471
Richard L Nelson	471	471
Ricardo Macias	118	118
Richard Negvesky	271	271
Robert Sutton	942	942
Rob Mal	118	118
Roberta T Rodgers	95	95
Robert Goodwin	95	95
Rod Kramer	236	236
Rodney Cartee	377	377
Roger Fussa	59	59
Roger Horton	48	48
Ronnie Woodard	236	236
FAST HOUSE BUYERS LLC (64)	118	118
Frederick Cooper	95	95
Rick Raun	2,156	2,156
Bennett Technologies Pvt Ltd (65)	48	48
Richard Horan	707	707
Ruben Gonzalez Torres	118	118
Rumailah Buenavente	118	118
Ron Umemoto	236	236
Russell Wyatt	471	471

Russell Xavier	283	283
Russell Plaice	95	95
Ruston Burst	189	189
Ryan Brown	118	118
Ryan Sullivan	236	236
Scott Como	236	236
Raman Sachidanand	95	95
Saddique Chibsah	118	118
Martynas Sklizmantas	95	95
John BRUDERLIN	1,649	1,649
Samik Mukherjee	471	471
Sam Pure	2,355	2,355
Samuel Schwartz	2,355	2,355
Sandra O‚ Grady	3,297	3,297
Sarah Johnston	236	236
Michael Mason	471	471
Suraj Sasidharan	48	48
Nagi Sathi	189	189
Satish Kumar Narule	236	236
Steve Hanes	1,649	1,649
Jeff Savage	142	142
Stephan Bhmig	942	942
Scott Borlace	118	118
Harold Schenker	471	471
Scott Place	236	236
Scott Furgerson	118	118
Eric Seager	236	236
Sean Brandel	142	142
Z D	118	118
Sean Gibson	118	118
Sean Winner	118	118
Joseph Sebo	471	471
James R. Caraway	118	118
Stanton E. Collins	118	118
Sharon LeSage	118	118
William Pettit	471	471
Stanley Forwand	95	95
John Rose	471	471
Shakil Khan	471	471
Shakil Aslam	118	118
Shashin Patel	1,413	1,413
Shawn Myers	95	95
Shawn Teo	236	236
SHE. EVENT INDY CO. (66)	354	354
Shelley FRANKLIN	118	118
Shiny Liu	95	95
Shirish Agarwal	471	471
Cody Shotkoski	236	236
John Thomas	118	118
Frantz Jacques	118	118
Jose Martinez	95	95
Silvia Greeno	95	95
Siva Kumar	4,710	4,710
Steven Curtis	118	118
Sunniva Kelly	48	48
Samuel K Ameyaw MD MBA	501	501
Joseph G. Denison	236	236
Shree Krishna Subedi	1,178	1,178

Seema Kurup	354	354
Scott Mace	95	95
Scott Monto	118	118
Saravanababu Murugesan	354	354
Shaun Weaver	471	471
Marvin M	95	95
Valtetsiotis Sotirios	471	471
Soyome Getachew	95	95
James Sperr	471	471
Stephen Fortin	95	95
Paul Speich	95	95
Sreeja Poduri	236	236
Sri A	942	942
Sreenath Nampally	707	707
The Sriram and Anjana Revocable Trust (67)	471	471
Steven Karlin	942	942
Scott Theiring	471	471
Stanford Wong	1,178	1,178
Igor Vaysbaum	942	942
RSURMONT RD LLC (68)	471	471
Stephan Tornier	118	118
Steve LaPorta	942	942
Stephen Yang	118	118
Steven Powrozek	95	95
Stephen Kravitz	283	283
Curtis Brown	118	118
Steve and Teri Grundstedt Trust dtd 3/1/2006 (69)	471	471
Lisa Campbell-Johnson	471	471
Susan K Marshall	942	942
Jeremy Zucherman	118	118
Sumant Vidwans	118	118
Suncera Johnson	1,178	1,178
Sunil Kurup	471	471
Johnson Hor	118	118
Tony Yu	142	142
Surya Bahumanyam	118	118
Thomas Kupsco	1,649	1,649
Dor Tache	754	754
Olina Rule	118	118
Tambi Saffran	118	118
Tanzall Walton	118	118
Tariq Aldriwish	95	95
Taylor Rodger	118	118
Toby Autry	48	48
Tracy Benson	118	118
Thomas Buti Shirinda	118	118
Tico Carrazana	1,413	1,413
Teddy Lyons	118	118
Temucin ADIGUZEL	471	471
Terri Butler	471	471
Paddington Bear	165	165
Terry Forde	212	212
Senthamizhan Panneer Selvam	212	212
Al Klug	101	101
Theresa Beach	236	236
Thomas Punnamattathil	942	942
Scott Tilgner	236	236
Timothy Michael Barney	471	471
Tim Novak	118	118
Tmea Tancsa	236	236
Timo Kipp	11,774	11,774
Timothy Dick	236	236
Timothy Lee	236	236
Eric Jaden	95	95
Timothy Laugh	236	236
Todd Gilbert	1,178	1,178

Tom Henderson	236	236
Tom Wright	236	236
Tommy Groves	471	471
ZIVORI, LLC (70)	236	236
Tonja O.	95	95
Anthony Esposito	236	236
Thian Poh Chong	471	471
Starlight Dreamers Group	118	118
Tim Trung Nguyen	707	707
Todd Warapius	471	471
Lealand Investment LLC (71)	2,355	2,355
Thomas Ciaffaglione	707	707
Trent Schoenhals	262	262
Antonio Faria	471	471
Trippy Jack	236	236
Patricia Morin	48	48
Tristan Rommel	236	236
Terry R Sellers	118	118
Tyler Samuels	95	95
Tyler Shanholtz	118	118
Todd Soard	118	118
Madhu Tummala	471	471
Todd Jordan	212	212
Thomas W Merritt Jr	236	236
Tyler Pinson	95	95
B P	283	283
Michael James	118	118
James Ramos	118	118
Brian Ouellette	118	118
U Y Weissman	118	118
T Yigo	236	236
Valinda Valcich	942	942
Gerald Van Buren	95	95
Varun Gupta	118	118
Vincent Mach	330	330
Victor Lawson	566	566
Victor Grijalva	236	236
Victor Tabaac	118	118
Vidit William	236	236
Vincent Huebner	118	118
Randy Leo Vittetoe	236	236
Shafeeq Mohd	95	95
Elizabeth Hayslip	118	118
Vladimir Calugaru	118	118
Virgil Jones	118	118
Minh Chau Vo	236	236
Stefanos Voskaridis	236	236
Valory Moore	236	236
Noel Bacquie	707	707
Watina Alexander	95	95
Giles Walger	236	236
William J Warford	330	330
James Watts Jr	236	236
Thomas Goska	354	354
Wei Chih Tseng	236	236
Paul Paetz	471	471
Suriyaa Sundararuban	118	118
Wendy Carson	236	236

S. Franklin	95	95	0
Bryan Whitlock	471	471	0
Whoopi Goldberg	236	236	0
Will Beyers	95	95	0
Willie Abraham	95	95	0
William Miller	471	471	0
William Cook	95	95	0
William Gray III	95	95	0
William Mcandrews	118	118	0
Brandt Wimer	236	236	0
Amy Wittner	118	118	0
William Plauth	942	942	0
Wes Hurley	471	471	0
Wendy Heppell	707	707	0
Xufei Li	471	471	0
Xuong T Nguyen	942	942	0
Yiannis Bessiris	264	264	0
Yaacov S	236	236	0
Liusman YAMIN	471	471	0
Yash Raj Arab	236	236	0
Chi Pang Jackson YIU	236	236	0
Yi Jiao	118	118	0
Youssef Barbour	95	95	0
Yureve Govind	2,355	2,355	0
Yuval Bar-Gil	48	48	0
Cameron Brown	118	118	0
Zahed Hossain	354	354	0
Zahra Curtin	118	118	0
Zain Ul Abedin Khan	95	95	0
Zak Ruffin	519	519	0
Anthony Smith	519	519	0
Vinay S	118	118	0
A Kimberley Bennett	471	471	0
Zachary Hansen	95	95	0
Philip Adenekan	189	189	0
Zovinar Seferian	118	118	0
Zubin Zaveri	354	354	0
Maureen Sudbay	236	236	0
Al Dobron	1,059	1,059	0
Boris Levin	11,176	11,176	0
Giampiero Mazza	68,791	68,791	0
Steven Voorhis	185,205	185,205	0
TAM Capital Partners, LL	23,882	23,882	0
Lutea Trust	8,845	8,845	0
Paul Morin	8,467	8,467	0
Bill Heitin	5,292	5,292	0
John Haase	3,069	3,069	0
ACL Group Limited	1,097	1,097	0
Bill Teuber	5,292	5,292	0
Stan Shuman	26,888	26,888	0
Tom Patterson	70	70	0
David Moffit IRA	309	309	0
VFTG II LLC	2,117	2,117	0
Our Bond III, a series of Wefunder SPV, LLC (73) holds an aggregate of 215,918 shares of Series CF-2 Preferred Stock on behalf of the holders specified below:
Samuel Kakeiye	91	91	0
Mike Mutto	78	78	0
Tommysue Deem	259	259	0
Amber Weiss	130	130	0
Bobby Silaphet	259	259	0
Sreenath Nampally	65	65	0
John Zelenski	65	65	0
Henrietta Yanni	65	65	0
Jesse Harlan	65	65	0
Khalid Sadat	51	51	0
David Knight	65	65	0
Offe Lac	65	65	0
Spike Cohen	65	65	0
Michelle Mitcheff	65	65	0
Jeffrey Trotier	130	130	0
Thomas Punnamattathil	130	130	0
Michael Stecher	518	518	0
CFS Investment Trust FBO Charles Sullivan (74)	259	259	0

Greg Beuerle	167	167
George Simons	65	65
Gemechu Getachew	65	65
Amber Blake	104	104
Dylan Smith	2,588	2,588
Richard Horan	130	130
Blake Newman	647	647
Paradeplatz Holdings, LLC (75)	259	259
Wendy Heppell	259	259
Yureve Govind	65	65
Jens Niemann	259	259
Richard Gordon	65	65
Vivek Khandelwal	259	259
Daniel Baig	65	65
Jordana Gresen	182	182
Eric Toone	65	65
Gregory Sainnoval	5,176	5,176
Robert Spohr	65	65
Agent C (76)	2,588	2,588
Paul David Zetterower	78	78
Erica Emmanuel	65	65
Ron Shelton MD	259	259
Tirupala Jakka	1,670	1,670
George A Fidacaro Jr	130	130
Donna Sebastian	2,588	2,588
Dawn Jeffra Sedgley	1,294	1,294
Paul Gogan	389	389
THE KRISHNA SHARIKA TRUST (77)	5,435	5,435
Jeffry and Diane Bernstein Family Trust (78)	1,941	1,941
Diego Tiziani	130	130
David Warshowsky	65	65
Joe Librizzi	65	65
Shaun McDuffee	5,176	5,176
Codjo Akpovo	508	508
James Michael Barth	259	259
John Swapceinski	130	130
Ross Hanson	389	389
David Noble	1,294	1,294
Michael C Chang	130	130
Michael Balle	104	104
Todd Abraham	259	259
David Olsen	259	259
Matloob Siddiqi	130	130
Demoriya James	259	259
Amy Walia	65	65
Brooks Bostic	259	259
Francisco Ceballos	65	65
Donald Johnson	415	415
Tracey Sullivan	65	65
Marcus Askew	65	65
Daniel A Grey	104	104
Karapet Davtyan	259	259
Jared Wiggin	65	65
Steve Wistner	334	334
Chandra Paladugu	140	140
Ashish Sharma	259	259
Steven Kusmin	65	65
Vincent Huebner	130	130
Hendrik Compaan	130	130
Justin Groller	259	259

Max Good	647	647
Juliana Esteve Gómez	777	777
Joseph Garzone	65	65
John Hall	65	65
Nahiem Hood	65	65
Black Pillar Investment Group LLC (79)	389	389
James Mullenix	72	72
Cade Joiner	65	65
Sar Sub	259	259
Reuben Johnson	65	65
Kenneth Davis	65	65
Tanya A Croxton	65	65
Alex Russakovsky	259	259
Ashwin Suthrave	130	130
Brian Enden	65	65
Ownersmeet (80)	130	130
Yubing Sun	1,294	1,294
Yash Khanchandani	65	65
Jd Kincaid	130	130
Eliakim Thorpe	259	259
Eve Storm Johnson	130	130
Vic Bozzo	104	104
Kurtis Stauffer	647	647
Brent Goers	65	65
Veronica Sanchez	259	259
George Limen	259	259
Saravanababu Murugesan	195	195
The MAP Funds III LLC (81)	130	130
Francisco Pedro	65	65
Stanly Philipose	65	65
James Watts Jr	65	65
Mami Veza	65	65
Lamont Bush	39	39
Marlisa Kunkel	259	259
Mirko Turrina	130	130
Jayash Kumar	1,294	1,294
Shelby Thuruthumalil	65	65
Manoj Kumar Barman	65	65
Jose A Munoz	65	65
Richard Watkins	65	65
DD Holding AS (82)	1,553	1,553
Michael Stecher	777	777
Collins Offor	65	65
Bob Hughes	1,294	1,294
Ben Bradley	130	130
Leonard Ghee	453	453
Benjamin Brooks	130	130
Philip Merriweather	65	65
Brian Remas	65	65
John Jones	259	259
Reginald Odom	1,294	1,294
Jerry Irwin	65	65
Gordon Williford	1,294	1,294
Ronald Heath	130	130
Aaron Cherry	167	167
Mark Velko	65	65
John Allison	324	324
Lokesh Allam	130	130
Matthew Rowland	259	259

Michaela Lingenberg	647	647
Everything IsFree	65	65
Brian Wells	647	647
Andrew John Clinch	130	130
Gay Williams	130	130
Kevin Kem	130	130
Sean Schubert	389	389
Manmohan Tuli	647	647
Melissa Breitenfeldt	259	259
Austin CORNELIUS	65	65
James Wozniak	259	259
Ryan Onishi	259	259
Robert Mc Garvey Jr	130	130
Remi Dahl Finjord	259	259
Ken Carrasco	65	65
Thomas Goska	65	65
David Chamberlain	65	65
Charles Keith Paxton	518	518
Linda Rizzuto	65	65
Gary J Pawelko	78	78
Dee Bond	259	259
Philip A. Edwards	65	65
Jackie McCutchen	259	259
Don SCHIMA	259	259
Debbie Pryse	66	66
David Knight	65	65
William Heckeroth	65	65
Stephen Paul NORWICK	1,294	1,294
James Cave	130	130
Jonathan Kempel	65	65
Joel Frigon	78	78
William Hughes	647	647
Rijkele Woudwijk Trust (83)	2,588	2,588
Daniel Hoffman	65	65
Gerald Gunderson	65	65
Jason Davis	65	65
Marc Alfarano	65	65
Allen Barth	65	65
Felipe Barreto	65	65
Syed Khan	259	259
Brandt Robison	259	259
Chris Schoenherr	130	130
Khalid Sadat	65	65
Michael Costello	130	130
Thomas Johnson	259	259
Steve Wistner	334	334
Arun Senapati	65	65
Tevis Smothers	259	259
Srinivasa Kalyan Reddy	65	65
Ronny Brown	337	337
Gillian Berman	65	65
Ranganatha P Saddala	78	78
Fat Guy	725	725
Joshua McGrath	65	65
Steven M Cook	65	65
Jose Gonzalez	259	259
Tony Yu	130	130
J Jameson Julyen	65	65

Shashin Patel	259	259
Stewart Weaver	259	259
Scott Helfrich	130	130
Yegor Zadorozhnyi	259	259
Robert Williams	182	182
Reid Surles	234	234
Donald Bowden	65	65
Greg Krisher	130	130
Arjav Ezekiel	259	259
Daniel Lindsay	130	130
Lynn Mickey	65	65
Cindy Mendoza	65	65
James Carter	195	195
Vamshi Krishna Nalla	65	65
Gregory Imbrie	647	647
Sandy Thoyer	2,588	2,588
Christos Vatalidis	65	65
Bruce Havel	647	647
Edward Gardner	259	259
Daniel Morin	130	130
Sandra Morin	130	130
Joe Rotondo	65	65
Caroland Forde	65	65
Sunil Vallamkonda	259	259
James Dreibelbis	259	259
Joni Hermansen	65	65
Piotr Kloda	259	259
Terry A. Suggs	130	130
Jojo Abraham	65	65
Javier Cote-Sierra	259	259
Jeff Su	65	65
Miroslav Randa	259	259
Mark Gatlin	2,588	2,588
Jay Skabo	518	518
Daniel Poor	647	647
Alyssa Forde	65	65
Dencil Smith	259	259
Eugene Mc Elroy	65	65
Marco Leonardic	389	389
Sreenath Nampally	130	130
Christopher Carvin	65	65
David Grim	130	130
Sean S Armin	2,588	2,588
Joanne Pantaleo	130	130
Sergio Kri	259	259
Greg Beuerle	167	167
Vimal Bhakta	2,588	2,588
Christian B Young	130	130
Matthew Setzer	65	65
Anise Khan	272	272
Russell Xavier	78	78
Mustafa Kathawala	1,294	1,294
Samuel Stein	68	68
Julie Urrunaga	130	130
York Huang	65	65
Roland Chow	259	259
Bryan‚ ÄúDillon‚ Äù Boscia (84)	130	130
VALTO VENTURES INC (85)	647	647

Gnanavel Sambandam	259	259
Dave Johnson	259	259
Terry Teruo Mayeda	466	466
Samuel Jones	259	259
Neal Clements	647	647
Mehmet Gonullu	65	65
Kap Cung	65	65
Ravi Vythilingam	65	65
Mirmehdi Hussain	130	130
Tiffany Kang	1,294	1,294
Abbas Chothia	1,294	1,294
Dr. Paul Adjei	3339	3339
J Ason A. Morris	259	259
Alexander Kyle Bseiso	78	78
Barbara Fatina	1,294	1,294
Justin Brad Gregory	259	259
Lawrence Blake	259	259
Peter Tseng	647	647
Shanker Dev	65	65
Victor Gonzalez	65	65
M33 P L0rO	65	65
Daniel A Grey	156	156
Taj Alexander	130	130
Robert Fegan	130	130
Srikant Venkatesh	1,294	1,294
Brandt Wimer	130	130
Terry Forde	65	65
Moni Mosharaf D.D.S.	647	647
ROMANS MURAVSKIS	156	156
Matthew C. Smith	65	65
Matthew igen	230	230
Jefrin Easow	65	65
Tico Carrazana	518	518
Lamont Bush	65	65
Brent Fykes	2,588	2,588
John Jubelt	65	65
Jason Kulas	518	518
Antoine Chamaa	65	65
Mitchell Womack	259	259
Vitor Oliveira	65	65
Kaprena Wheatman	65	65
John BRUDERLIN	940	940
Krishna Ammini	130	130
Brynda Fowler	65	65
Ann L. Morin	65	65
Chrisdon Hall	130	130
Michael Woore (86)	51,692	51,692
Alex Seery (87)	648	648
Seema Kurup (88)	260	260
Asra Horton (89)	130	130
Charles Lee (90)	260	260
Charles LaRue (91)	1,294	1,294
Mickey Christakos (92)	260	260
Yehoshua Starrett (93)	130	130
David Higgins (94)	518	518
Mike Ryan (95)	130	130
Adithan Sundaram (96)	1,294	1,294

Jesudas Chinnathampi (97)	130	130
Andre Nel (98)	130	130
Jerry Lefevre (99)	130	130
Marcus Davis (100)	1,036	1,036
Robert A Ball Revocable Trust dtd Oct 23, 2013 (101)	518	518
Kalyan Chakravarthy (102)	130	130
Lauren Bibby (103)	518	518
Tam Kemabonta (104)	260	260
Michelle Mitcheff (105)	130	130
Howard Kohn (106)	130	130
Taha Kazmie (107)	130	130
Shane Da Silva (108)	5,176	5,176
Charles Albert (109)	260	260
Be The Code Code, Security, Tech, Vr And On And On (110)	130	130
Nathaniel Chapman (111)	130	130
Vimal Desai (112)	518	518
Rik Woudwijk (113)	5,176	5,176
Dimitri Galani (114)	518	518
Kenneth Thurmond (115)	156	156
Jennifer Achord (116)	260	260
Jesse Thompson (117)	130	130
Emrah Ozturk (118)	130	130
John Haase (119)	1,036	1,036
William Gray III (120)	130	130
Andrew Guziec (121)	156	156
Senthil Kumar Palaniswamy (122)	1,036	1,036
W Kim Colich (123)	134	134
Satish Kotamraju (124)	130	130
Paul Montenegro (125)	260	260
Donald Johnson (126)	1,036	1,036
Marc A. Simon (127)	522	522
Gerard Griffin (128)	260	260
The Dean William Decker Trust (129)	5,176	5,176
Amy Maher (130)	260	260
Geoff ZHANG (131)	1,060	1,060
Kevin Marion (132)	752	752
JJ Anthony (133)	130	130
Richard Horan (134)	518	518
Barry Morin (135)	260	260
Valtetsiotis Sotirios (136)	266	266
Thomas Cusick (137)	5,176	5,176
Steve Robison (138)	2,588	2,588
Clayton C Gorton (139)	260	260
Richard Negvesky (140)	182	182
Allen Bernier (141)	1,294	1,294
Aaron Czysz (142)	2,588	2,588
Youssef Barbour (143)	130	130
Vijayabhaskar Allam (144)	3,366	3,366
John McKeagney (145)	260	260
John Szymanski (146)	2,588	2,588
Surya Bahumanyam (147)	260	260
Tom Henderson (148)	778	778
Shelley FRANKLIN (149)	364	364
Jason Sudmann (150)	778	778
Robert J Rose (151)	5,176	5,176
Adam Forster (152)	3,106	3,106
Ken Yu (153)	518	518
Badr Naif Alotaibi (154)	260	260

Jim Jackson (155)	130	130
Joshua Gupta (156)	130	130
Glenn Burney (157)	330	330
Adam Draizin (158)	2,588	2,588
Dana Tache (159)	172	172
DSEA 88 Texas III LP (160)	4,142	4,142
Tom Patterson (161)	518	518
Terry R Sellers (162)	130	130
Lu Zhang (163)	130	130
Stefan Penkov (164)	170	170
Patrick Daum (165)	130	130
Roger Evans (166)	518	518
BR G (167)	664	664
Dor Tache (168)	1,658	1,658
Mario Johnson (169)	312	312
Chut Sombutmai (170)	260	260
William Teuber (171)	2,588	2,588
Fred Hawkins III (172)	520	520
Totao Yigo (173)	130	130
Boris Levin (174)	3,624	3,624
David Lowe (175)	1,294	1,294
Mikhail Gurevich (176)	1,294	1,294
Susmitha Kakkera (177)	130	130
Danny Wilson (178)	260	260
Alexander Clarence McIntosh (179)	518	518
Al Dobron (180)	1,554	1,554
Lovell Holdings Trust (181)	1,036	1,036
Radek Sousek (182)	2,588	2,588
Steven Voorhis (183)	20,702	20,702
Pegasus Management Inc (184)	2,588	2,588
Paul A. Morin (185)	3,106	3,106
William Heitin (186)	2,588	2,588
Gaige Powers (187)	130	130
Christine M Makori (188)	3,494	3,494
Felipe Barreto	65	65
Jason Davis	65	65
Stephen Paul NORWICK	1,294	1,294
Debbie Pryse	66	66
Don SCHIMA	259	259
Kurtis Stauffer	647	647
Joseph Garzone	65	65
Amber Weiss	130	130
Eva Green Horizons LLC (189)	65	65
Giampiero Mazza	10,093	10,093

(1) 9,419 shares of Series CF-1 Preferred Stock are owned by KingsCrowd Capital (Fund I), over which Mr. Joshua Cowdin has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(2) 94,188 shares of Series CF-1 Preferred Stock are owned by Radek Sousek. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(3) 11,774 shares of Series CF-1 Preferred Stock are owned by Christopher Scott Fedewa. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(4) 470,937 shares of Series CF-1 Preferred Stock are owned by DSEA 88 Texas III LP, over which Mr. Dennis Wong has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(5) 47,094 shares of Series CF-1 Preferred Stock are owned by Peter Mawn. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(6) 47,094 shares of Series CF-1 Preferred Stock are owned by David Klaskin. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(7) 11,774 shares of Series CF-1 Preferred Stock are owned by Therese Hendricks. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(8) 94,188 shares of Series CF-1 Preferred Stock are owned by Yelnats, LLC, over which Mr. Martin J. Gross has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(9) 70,641 shares of Series CF-1 Preferred Stock are owned by John B. Diamond Trust, over which Mr. John Diamond has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(10) 164,828 shares of Series CF-1 Preferred Stock are owned by Schwartz Consolidated, LLC, over which Mr. David Schwartz has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(11) 47,094 shares of Series CF-1 Preferred Stock are owned by Marilyn R. Diamond 2021 Gift Trust, over which Mr. Terry Diamond has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(12) 47,094 shares of Series CF-1 Preferred Stock are owned by Renaissance Charitable Foundation Inc., over which Mr. Gregory W. Baker has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(13) 23,547 shares of Series CF-1 Preferred Stock are owned by David Lowe. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(14) 47,094 shares of Series CF-1 Preferred Stock are owned by Chuck Piluso. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(15) On June 25, 2025, we issued an aggregate of 329,671 shares of Series C Preferred Stock with par value of $0.0001, which are convertible into a total of 1,626,800 shares of Common Stock, and warrants to purchase 1,333,335 shares of Common Stock to Ascent Partners Fund LLC. Ascent Partners Fund LLC (“Ascent”), a Delaware limited liability company, 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, 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.

(16) On August 6, 2025, we issued an aggregate of 682,770 shares of Series E Preferred Stock with par value of $0.0001, which are convertible into a total of 1,477,857 shares of Common Stock to Eastward Fund Management, LLC, over which Mr. Dennis Cameron has sole voting and investment control. However, due to a limitation on conversion specified in the certificate of designation of Series E Preferred Stock, Eastward cannot convert shares if such conversion would result in Eastward beneficially owning more than 9.99% of the total outstanding shares of Common Stock following the conversion.

(17) 3,651 shares of Series CF-1 Preferred Stock are owned by Al Dobron. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(18) 38,556 shares of Series CF-1 Preferred Stock are owned by Boris Levin. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(19) 237,319 shares of Series CF-1 Preferred Stock are owned by Giampiero Mazza. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(20) 638,934 shares of Series CF-1 Preferred Stock are owned by Steven Voorhis. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(21) 82,389 shares of Series CF-1 Preferred Stock are owned by TAM Capital Partners, LL, over which Mr. Tom Cusick has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(22) 30,513 shares of Series CF-1 Preferred Stock are owned by Lutea Trust, over which Mr. Mark Kelly has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(23) 29,209 shares of Series CF-1 Preferred Stock are owned by Paul Morin. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(24) 18,256 shares of Series CF-1 Preferred Stock are owned by Bill Heitin. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(25) 10,588 shares of Series CF-1 Preferred Stock are owned by John Haase. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(26) 3,785 shares of Series CF-1 Preferred Stock are owned by ACL Group Limited, over which Mr. Ali Amiri has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(27) 18,256 shares of Series CF-1 Preferred Stock are owned by Bill Teuber. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(28) 92,759 shares of Series CF-1 Preferred Stock are owned by Stan Shuman. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(29) 241 shares of Series CF-1 Preferred Stock are owned by Tom Patterson. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(30) 1,067 shares of Series CF-1 Preferred Stock are owned by David Moffit IRA. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(31) 7,302 shares of Series CF-1 Preferred Stock are owned by VFTG II LLC, over which Mr. Doron Kempel has sole voting and investment control. These were issued pursuant to the Regulation D offering of our Series CF-1 Preferred Stock by way of private placement.

(32) Pursuant to Regulation CF, the Company engaged Wefunder and created a new series of Wefunder SPV, LLC, namely Our Bond I, specifically for the private placement of Series CF-1 Preferred Stock. Wefunder SPV, LLC currently holds all the Series CF-1 Preferred Stock sold by the Company, and each Series CF-1 Preferred Stock investor has received an interest in Our Bond I proportional to the size of their investment. Prior to the initial listing of the Company’s shares of Common Stock on Nasdaq, the Company will dissolve Our Bond I and issue all shares of Series CF-1 Preferred Stock to each investor. After this dissolution and the Conversion, each investor who holds Common Stock will be listed herein as a Registered Shareholder.

(33) 95 shares are owned by 3K Brothers, LLC, over which Mr. Adrian Najar has sole voting and investment control.

(34) 707 shares are owned by SurfRogue, LLC, over which Ms. Jill Jaton has sole voting and investment control.

(35) 4,710 shares are owned by Viaenet LLC, over which Mr. Akram Hosain has sole voting and investment control.

(36) 118 shares are owned by GO-Jac, LLC, over which Mr. Herman Allred has sole voting and investment control.

(37) 118 shares are owned by The Parmar Family Trust Dated, June 1 2017, over which Mr. Alpesh Parmar has sole voting and investment control.

(38) 352,025 shares are owned by Pegasus Management Inc, over which Mr. Doron Kempel has sole voting and investment control.

(39) 95 shares are owned by The Knox Family Trust, dated December 28th, 2022, over which Mr. Angelo Knox has sole voting and investment control.

(40) 236 shares are owned by A.S.L Innovations LLC, over which Mr. Troy Gilmore has sole voting and investment control.

(41) 471 shares are owned by CFS Investment Trust FBO Charles Sullivan, over which Mr. Charles Sullivan has sole voting and investment control.

(42) 942 shares are owned by Frostbyte Investments, LLC, over which Mr. Denzil Frost has sole voting and investment control.

(43) 95 shares are owned by AURION CAPITAL VENTURES, over which Mr. Ali Diallo has sole voting and investment control.

(44) 118 shares are owned by Ingenium Capital LLC, over which Mr. Andre Dillenseger has sole voting and investment control.

(45) 848 shares are owned by Blackhurst Family Trust, over which Mr. Don Blackhurst has sole voting and investment control.

(46) 354 shares are owned by Listgains, LLC, over which Mr. Sergey Bogdan has sole voting and investment control.

(47) 118 shares are owned by KGN Holdings, LLC, over which Mr. Eric Kagan has sole voting and investment control.

(48) 3,768 shares are owned by Gordon and Irene Calvert Family Trust, over which Mr. Gordon R. Calvert has sole voting and investment control.

(49) 118 shares are owned by Passive Investments, over which Mr. Carson Jones has sole voting and investment control.

(50) 2,355 shares are owned by JAY COBB and LISA COBB, Co-Trustees of the COBB FAMILY TRUST, over which Mr. Jay Cobb has sole voting and investment control.

(51) 2,143 shares are owned by Lovell Holdings Trust, over which Mr. Matt Lovell has sole voting and investment control.

(52) 95 shares are owned by Mach 10 Ventures, LLC, over which Mr. Joshua Chodniewicz has sole voting and investment control.

(53) 236 shares are owned by James E Russ Retirement Fund, LLC, over which Mr. [INSERT NAME] has sole voting and investment control.

(54) 118 shares are owned by GDPR PLUS d.o.o., over which Mr. Klemen Misic has sole voting and investment control.

(55) 236 shares are owned by Aboagye Ventures, over which Mr. Kwame Kyei has sole voting and investment control.

(56) 2355 shares are owned by The Miguel Angel Ramos Rodriguez Trust, over which Mr. Miguel Ramos has sole voting and investment control.

(57) 1,178 shares are owned by Scott R Maddox Living Trust Dated April 13,2017, over which Mr. Scott M. has sole voting and investment control.

(58) 1,413 shares are owned by Mbawine Consultant Services, LLC, over which Mr. Mba- Akuribila has sole voting and investment control.

(59) 1,178 shares are owned by Paradeplatz Holdings, LLC, over which Mr. Marc Broidy has sole voting and investment control.

(60) 118 shares are owned by Moonshot DisruptX, over which Mr. Nareshkumar Venkatrajulu has sole voting and investment control.

(61) 471 shares are owned by SRIPATHY PRAKASH REVOCABLE TRUST Dated 06/27/2013, over which Mr. Prakash Sripathy has sole voting and investment control.

(62) 118 shares are owned by 30sec Sport Sportswear & Equipment LLC Beddingfield Founder, over which Mr. Rufus T Beddingfield has sole voting and investment control.

(63) 23,547 shares are owned by Barber Family Trust 10232023, over which Mr. Robert Houchin has sole voting and investment control.

(64) 118 shares are owned by FAST HOUSE BUYERS LLC, over which Ms. Rosa E. Tejado Otalora has sole voting and investment control.

(65) 48 shares are owned by Bennett Technologies Pvt Ltd, over which Mr. Ranjan Soni has sole voting and investment control.

(66) 354 shares are owned by SHE. EVENT INDY CO., over which Ms. Katina Washington has sole voting and investment control.

(67) 471 shares are owned by The Sriram and Anjana Revocable Trust, over which Mr. Sriram Sundararajan has sole voting and investment control.

(68) 471 shares are owned by RSURMONT RD LLC, over which Mr. Richard Surmont has sole voting and investment control.

(69) 471 shares are owned by Steve and Teri Grundstedt Trust dtd 3/1/2006, over which Mr. Steven H. Grundstedt has sole voting and investment control.

(70) 236 shares are owned by ZIVORI, LLC, over which Mr. Thomas Rochefort has sole voting and investment control.

(71) 2,355 shares are owned by Lealand Investment LLC, over which Mr. Che Butler has sole voting and investment control.

(73) Pursuant to Regulation CF, the Company engaged Wefunder and created a new series of Wefunder SPV, LLC, namely Our Bond III, specifically for the private placement of Series CF-2 Preferred Stock. Wefunder SPV, LLC intends to hold all the Series CF-2 Preferred Stock which shall be sold by the Company, and each Series CF-2 Preferred Stock investor shall receive an interest in Our Bond III proportional to the size of their investment. Prior to the initial listing of the Company’s shares of Common Stock on Nasdaq, the Company will dissolve Our Bond III and issue all shares of Series CF-2 Preferred Stock to each investor. After this dissolution and the Conversion, each investor who holds Common Stock will be listed herein as a Registered Shareholder.

(74) 259 shares are owned by CFS Investment Trust FBO Charles Sullivan., over which Mr. Charles Sullivan has sole voting and investment control.

(75) 259 shares are owned by Paradeplatz Holdings, LLC, over which Mr. Marc Broidy has sole voting and investment control.

(76) 2,588 shares are owned by Agent C, over which Mr. Takashi Cheng has sole voting and investment control.

(77) 5,435 shares are owned by THE KRISHNA SHARIKA TRUST, over which Ms. Archana Bhan has sole voting and investment control.

(78) 1,941 shares are owned by Jeffry and Diane Bernstein Family Trust, over which Mr. Jeffry Bernstein has sole voting and investment control.

(79) 389 shares are owned by Black Pillar Investment Group LLC, over which Mr. Eric Chapman has sole voting and investment control.

(80) 130 shares are owned by Ownersmeet, over which Mr. Shymir Xeitindu has sole voting and investment control.

(81) 130 shares are owned by The MAP Funds III LLC, over which Mr. Mark Peck has sole voting and investment control.

(82) 1,553 shares are owned by DD Holding AS., over which Mr. Damir Dunderovic has sole voting and investment control.

(83) 1,294 shares are owned by Rijkele Woudwijk Trust, over which Mr. [●] has sole voting and investment control.

(84) 130 shares are owned by Bryan‚ ÄúDillon‚ Äù Boscia, over which Mr. Bryan Boscia has sole voting and investment control.

(85) 647 shares are owned by VALTO VENTURES INC., over which Mr. Jesus Toledo has sole voting and investment control.

(86) Michael Woore owns 25,846 shares of Series CF-2 Preferred Stock and 25,846 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(87) Alex Seery owns 324 shares of Series CF-2 Preferred Stock and 324 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(88) Seema Kurup owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(89) Asra Horton owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(90) Charles Lee owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(91) Charles LaRue owns 647 shares of Series CF-2 Preferred Stock and 647 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(92) Mickey Christakos owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(93) Yehoshua Starrett owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(94) David Higgins owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(95) Mike Ryan owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(96) Adithan Sundaram owns 647 shares of Series CF-2 Preferred Stock and 647 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(97) Jesudas Chinnathampi owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(98) Andre Nel owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(99) Jerry Lefevre owns 518 shares of Series CF-2 Preferred Stock and 518 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(100) Marcus Davis owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(101) 518 shares are owned by Robert A Ball Revocable Trust dtd Oct 23, 2013, over which Mr. Robert Ball has sole voting and investment control. Robert A Ball Revocable Trust dtd Oct 23, 2013 owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(102) Kalyan Chakravarthy owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(103) Lauren Bibby owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(104) Tam Kemabonta owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(105) Michelle Mitcheff owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(106) Howard Kohn owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(107) Taha Kazmie owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(108) Shane Da Silva owns 2,588 shares of Series CF-2 Preferred Stock and 2,588 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(109) Charles Albert owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(110) Be The Code Code, Security, Tech, Vr And On And On owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(111) Nathaniel Chapman owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(112) Vimal Desai owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(113) Rik Woudwijk owns 2,588 shares of Series CF-2 Preferred Stock and 2,588 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(114) Dimitri Galani owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(115) Kenneth Thurmond owns 78 shares of Series CF-2 Preferred Stock and 78 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(116) Jennifer Achord owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(117) Jesse Thompson owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(118) Emrah Ozturk owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(119) John Haase owns 518 shares of Series CF-2 Preferred Stock and 518 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(120) William Gray III owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(121) Andrew Guziec owns 78 shares of Series CF-2 Preferred Stock and 78 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(122) Senthil Kumar Palaniswamy owns 518 shares of Series CF-2 Preferred Stock and 518 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(123) W Kim Colich owns 67 shares of Series CF-2 Preferred Stock and 67 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(124) Satish Kotamraju owns 78 shares of Series CF-2 Preferred Stock and 78 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(125) Paul Montenegro owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(126) Donald Johnson owns 518 shares of Series CF-2 Preferred Stock and 518 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(127) Marc A. Simon owns 261 shares of Series CF-2 Preferred Stock and 261 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(129) Gerard Griffin owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(129) 5,176 shares are owned by The Dean William Decker Trust, over which Mr. The Dean William Decker Trust has sole voting and investment control. The Dean William Decker Trust owns 2,588 shares of Series CF-2 Preferred Stock and 2,588 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(130) Amy Maher owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(131) Geoff ZHANG owns 530 shares of Series CF-2 Preferred Stock and 530 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(132) Kevin Marion owns 376 shares of Series CF-2 Preferred Stock and 376 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(133) JJ Anthony owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(134) Richard Horan owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(135) Barry Morin owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(136) Valtetsiotis Sotirios owns 133 shares of Series CF-2 Preferred Stock and 133 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(137) Thomas Cusick owns 2,588 shares of Series CF-2 Preferred Stock and 2,588 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(138) Steve Robison owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(139) Clayton C Gorton owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(140) Richard Negvesky owns 91 shares of Series CF-2 Preferred Stock and 91 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(141) Allen Bernier owns 647 shares of Series CF-2 Preferred Stock and 647 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(142) Aaron Czysz owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(143) Youssef Barbour owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(144) Vijayabhaskar Allam owns 1,683 shares of Series CF-2 Preferred Stock and 1,683 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(145) John McKeagney owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(146) John Szymanski owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(147) Surya Bahumanyam owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(148) Tom Henderson owns 389 shares of Series CF-2 Preferred Stock and 389 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(149) Shelley FRANKLIN owns 182 shares of Series CF-2 Preferred Stock and 182 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(150) Jason Sudmann owns 389 shares of Series CF-2 Preferred Stock and 389 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(151) Robert J Rose owns 2,588 shares of Series CF-2 Preferred Stock and 2,588 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(152) Adam Forster owns 1,553 shares of Series CF-2 Preferred Stock and 1,553 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(153) Ken Yu owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(154) Badr Naif Alotaibi owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(155) Jim Jackson owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(156) Joshua Gupta owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(157) Glenn Burney owns 165 shares of Series CF-2 Preferred Stock and 165 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(158) Adam Draizin owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(159) Dana Tache owns 86 shares of Series CF-2 Preferred Stock and 86 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(160) 4,142 shares are owned by DSEA 88 Texas III LP, over which Mr. Dennis Wong has sole voting and investment control. DSEA 88 Texas III LP owns 2,071 shares of Series CF-2 Preferred Stock and 2,071 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(161) Tom Patterson owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(162) Terry R Sellers owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(163) Lu Zhang owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(164) Stefan Penkov owns 85 shares of Series CF-2 Preferred Stock and 85 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(165) Patrick Daum owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(166) Roger Evans owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(167) BR Gowns 332 shares of Series CF-2 Preferred Stock and 332 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(168) Dor Tache owns 829 shares of Series CF-2 Preferred Stock and 829 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(169) Mario Johnson owns 156 shares of Series CF-2 Preferred Stock and 156 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(170) Chut Sombutmai owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(171) William Teuber owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(172) Fred Hawkins III owns 260 shares of Series CF-2 Preferred Stock and 260 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(173) Totao Yigo owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(174) Boris Levin owns 1,812 shares of Series CF-2 Preferred Stock and 1,812 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(175) David Lowe owns 647 shares of Series CF-2 Preferred Stock and 647 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(176) Mikhail Gurevich owns 647 shares of Series CF-2 Preferred Stock and 647 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(177) Susmitha Kakkera owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(178) Danny Wilson owns 130 shares of Series CF-2 Preferred Stock and 130 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(179) Alexander Clarence McIntosh owns 259 shares of Series CF-2 Preferred Stock and 259 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(180) Al Dobron owns 777 shares of Series CF-2 Preferred Stock and 777 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(181) 1,036 shares are owned by Lovell Holdings Trust, over which Mr. Matt Lovell has sole voting and investment control. Lovell Holdings Trust owns 518 shares of Series CF-2 Preferred Stock and 518 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(182) Radek Sousek owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(183) Steven Voorhis owns 10,351 shares of Series CF-2 Preferred Stock and 10,351 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(184) 2,588 shares are owned by Pegasus Management Inc., over which Mr. Doron Kempel has sole voting and investment control. Pegasus Management Inc owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(185) Paul A. Morin owns 1,553 shares of Series CF-2 Preferred Stock and 1,553 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(186) William Heitin owns 1,294 shares of Series CF-2 Preferred Stock and 1,294 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(187) Gaige Powers owns 65 shares of Series CF-2 Preferred Stock and 65 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(188) Christine M Makori owns 1,747 shares of Series CF-2 Preferred Stock and 1,747 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 Preferred Stock offering.

(189) 65 shares are owned by Eva Green Horizons LLC, over which Mr. [INSERT NAME] has sole voting and investment control.

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 prior to offering		Percentage of Beneficial Ownership			Percentage of Voting Power			Shares of Common Stock being registered	Shares of Common Stock beneficially owned after offering
Executive Officers and Directors
Doron Kempel (1)		7,381,917		71.61	%		99.28	%
Amit Hod (2)		145,272		4.31	%		0	%
Joseph DeSalvo (3)		35,239		1.08	%		0	%
Michael Lambert (4)		86,472		2.61	%		0	%
Adam Draizin		-		-			-
Paul Morin (5)		66,707		2.03	%		2.03	%
Randy Boutin		-		-			-
Executive Officers and Directors as a Group (8 persons) (6)		7,715,607		72.51	%		99.29	%
5% Stockholders
Doron Kempel (1)		7,381,917		71.61	%		99.28	%
ProdActive II LLC (7)		9,063,796		81.47	%		81.47	%
Radek Sousek (8)		2,164,417		40.45	%		40.45	%
Trustees of the DK 2017 Non-US Trust (9)		189,029		5.54	%		5.54	%
Trustees of the DK 2017 Brothers Trust (10)		180,620		5.32	%		5.32	%
Trustees of the DK 2017 Parents Trust (11)		188,180		5.55	%		5.55	%
David A. Novak (12)		216,449		6.40	%		6.40	%
JVP VIII, L.P. (13)		1,365,433		32.64	%		32.64	%
JVP VII Opportunity, L.P. (14)		727,330		19.46	%		19.46	%
JVP VII Opportunity (Israel), L.P. (15)		190,312		5.68	%		5.68	%
A Participations Ltd. (16)		608,530		16.78	%		16.78	%
Fersen S.A. (17)		365,118		10.53	%		10.53	%
12.64 Fund L.P. (18)		178,078		5.23	%		5.23	%
Dennis Cameron (19)		170,936		5.03	%		5.03	%
FDC Bond SPV LLC (20)		401,790		11.07	%		11.07	%
Maxim Partners LLC (21)		180,241		5.58	%		5.58	%
Ascent Partners Fund LLC (22)		322,503		9.08	%		0	%
Eastward Fund Management, LLC (23)		4,387,237		57.90	%		56.48	%

* Less than 1%

1. Doron Kempel beneficially owns:

(A) 301,852 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) 136,072 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) 2,367,359 shares of our shares of Common Stock, issuable upon conversion of 2,367,359 shares of Series B-2 Preferred Stock, owned by VFTG, L.P.;

(D) 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;

(E) 3,334 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

(F) 1,176,491 shares of our Common Stock issuable upon the exercise of 2,801,168 outstanding options within 60 days of this prospectus.

2. Amit Hod beneficially owns 145,272 shares of our Common Stock issuable upon the exercise of 209,919 outstanding options within 60 days of this prospectus. Mr. Hod has sole voting and investment control over such shares.

3. Joseph DeSalvo beneficially owns 35,239 shares of our Common Stock issuable upon the exercise of 251,707 outstanding options within 60 days of this prospectus. Mr. DeSalvo has sole voting and investment control over such shares.

4. Michael Lambert beneficially owns 86,472 shares of our Common Stock issuable upon the exercise of 138,922 outstanding options within 60 days of this prospectus. Mr. Lambert has sole voting and investment control over such shares.

5. Paul Morin beneficially owns 66,707 shares of our Common Stock which includes (A) 1,915 shares of Common Stock which he owns himself; and (B) 64,792 shares of 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.

6. Includes (A) 303,767 shares of Common Stock, (B) 3,114,460 shares of Series B-1 Preferred Stock, (C) 2,367,359 shares of Series B-2 Preferred Stock; (D) 483,213 shares of Series B-3 Preferred Stock; (E) 10,000 shares of Series F Preferred Stock, each share entitled to cast 40,000 votes and (F) 1,443,474 shares of Common Stock issuable upon the exercise of 3,401,716 outstanding options within 60 days of this prospectus, all amounts mentioned herein held by the directors and executive officers as a group.

7. ProdActive II LLC, beneficially owns 9,063,796 shares of Common Stock which includes (A) 1,166,113 shares of Common Stock; and (B) 7,897,683 shares of Common Stock issuable upon conversion of (i) 133,330 shares of Series B-1 Preferred Stock; (ii) 4,658,292 shares of Series B-2 Preferred Stock; and (iii) 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: Jonathan Kempel, Koby Kempel, Jay Hachigian, Susan Aharonian and Paul Morin. The address of ProdActive II LLC is 292 Newbury Street, #485 Boston, MA 02115.

8. Radek Sousek beneficially owns 2,164,417 shares of Common Stock which includes (A) 41,862 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.

9. Trustees of the DK 2017 Non-US Trust beneficially owns 189,029 shares of Common Stock which includes (A) 8,216 shares of Common Stock; and (B) 180,813 shares of Common Stock issuable upon conversion of 180,813 shares of Series B-2 Preferred Stock. Mr. Jonathan Kempel has sole voting and investment control over stocks beneficially owned by Trustees of the DK 2017 Non-US Trust.

10. Trustees of the DK 2017 Brothers Trust beneficially owns 180,620 shares of Common Stock which includes (A) 16,521 shares of Common Stock; and (B) 164,099 shares of Common Stock issuable upon conversion of 164,099 shares of Series B-2 Preferred Stock. Ms. Amanda Gallagher has sole voting and investment control over stocks beneficially owned by Trustees of the DK 2017 Brothers Trust.

11. Trustees of the DK 2017 Parents Trust beneficially owns 188,180 shares of Common Stock which includes (A) 28,639 shares of Common Stock; and (B) 159,541 shares of Common Stock issuable upon conversion of 159,541 shares of Series B-2 Preferred Stock. Ms. Amanda Gallagher has sole voting and investment control over stocks beneficially owned by Trustees of the DK 2017 Parents Trust.

12. David A. Novak beneficially owns 216,449 shares of Common Stock which includes (A) 62,793 shares of Common Stock; and (B) 153,656 shares of Common Stock issuable upon conversion of 153,656 shares of Series B-3 Preferred Stock. David A. Novak has sole voting and investment control over stocks beneficially owned by him.

13. JVP VIII, L.P. beneficially owns 1,365,433 shares of Common Stock which includes (A) 410,531 shares of Common Stock; and (B) 954,902 shares of Common Stock issuable upon conversion of 954,902 shares of Series B-3 Preferred Stock. Mr. Erel Margalit has sole voting and investment control over stocks beneficially owned by JVP VIII, L.P.

14. JVP VII Opportunity, L.P. beneficially owns 727,330 shares of Common Stock which includes (A) 218,679 shares of Common Stock; and (B) 508,651 shares of Common Stock issuable upon conversion of 508,651 shares of Series B-3 Preferred Stock. Mr. Erel Margalit has sole voting and investment control over stocks beneficially owned by JVP VII Opportunity, L.P.

15. JVP VII Opportunity (Israel), L.P. beneficially owns 190,312 shares of Common Stock which includes (A) 65,460 shares of Common Stock; and (B) 124,852 shares of Common Stock issuable upon conversion of 124,852 shares of Series B-3 Preferred Stock. Mr. Erel Margalit has sole voting and investment control over stocks beneficially owned by JVP VII Opportunity (Israel), L.P.

16. A Participations Ltd. beneficially owns 608,530 shares of Common Stock which includes (A) 209,309 shares of Common Stock; and (B) 399,221 shares of Common Stock issuable upon conversion of 399,221 shares of Series B-3 Preferred Stock. Mr. Stefano Pessina has sole voting and investment control over stocks beneficially owned by A Participations Ltd.

17. Fersen S.A. beneficially owns 365,118 shares of Common Stock which includes (A) 125,586 shares of Common Stock; and (B) 239,532 shares of Common Stock issuable upon conversion of 239,532 shares of Series B-3 Preferred Stock. Mr. Simonetta Guerra has sole voting and investment control over stocks beneficially owned by Fersen S.A.

18. 12.64 Fund L.P. beneficially owns 178,078 shares of Common Stock issuable upon conversion of 178,078 shares of Series B-3 Preferred Stock. [INSER NAME] has sole voting and investment control over stocks beneficially owned by 12.64 Fund L.P.

19. Dennis Cameron beneficially owns 170,936 shares of Common Stock issuable upon conversion of 170,936 shares of Series B-1 Preferred Stock. Mr. Dennis Cameron has sole voting and investment control over stocks beneficially owned by him.

20. FDC Bond SPV LLC beneficially owns 401,790 shares of Common Stock issuable upon conversion of 401,790 shares of Series B-3 Preferred Stock. Mr. Andrew Spellman has sole voting and investment control over stocks beneficially owned by FDC Bond SPV LLC.

21. Maxim Partners LLC beneficially owns 180,241 shares of Common Stock. MJR Holdings LLC is the managing member of Maxim Partners LLC. Cliff Teller is the Chief Executive Officer of MJR Holdings LLC and, has dispositive power over the securities held by Maxim Partners. Mr. Teller disclaims beneficial ownership over any securities owned by Maxim Partners LLC and MJR Holdings LLC except to the extent of his pecuniary interest therein. The address of Maxim Partners LLC is 300 Park Ave 16th Floor, New York, NY 10022.

22. Ascent Partners Fund LLC (the “Ascent”), a Delaware limited liability company, beneficially owns 322,503 shares of Common Stock issuable upon conversion of 65,374 shares of Series C Preferred Stock. Ascent Partners Fund LLC (“Ascent”), a Delaware limited liability company, 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. For the avoidance of doubt, Ascent owns 329,671 shares of Series C Preferred Stock which are convertible into 1,626,800 shares of common stock and warrants to purchase 1,333,335 shares of Common Stock, issued as part of the Series C Preferred Stock offering, however, the Certificate of Designation for the Series C Preferred Stock contains a beneficial ownership limitation on conversion of the Series C Preferred Stock in excess of 9.99% of the Common Stock.

23. Eastward Fund Management, LLC beneficially owns (A) 37,620 shares of Common Stock, and (B) 4,349,617 shares of Common Stock issuable upon conversion of (i) 4,102,472 shares of Series B-1 Preferred Stock and (ii) 247,145 shares of Series B-1 Preferred Stock issuable upon exercise of 741,435 Series B-1 Warrants. 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 owns 682,770 shares of Series E Preferred Stock which are convertible into 1,477,857 shares of Common Stock, however, the Certificate of Designation for the Series E Preferred Stock contains a beneficial ownership limitation on conversion of the Series R 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. Additionally, Eastward Fund Management, LLC owns 37,620 shares of Common Stock, issued as dividend pursuant to the Certificate of Designation of Series E Preferred Stock as of October 6, 2025 which are not being registered for resale.

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 prior to offering												Voting preferred stock beneficially owned prior to		Percentage of beneficial			Percentage of voting			Shares of common stock being		Shares of common stock beneficially owned after
owner	B-1		B-2		B-3		F		C		E		offering		ownership			power			registered		offering
Executive Officers and Directors
Doron Kempel (1)		3,114,460		2,367,359		418,421		10,000		-		-		5,910,240		23.79	%		95.62	%		-		-
Amit Hod		-		-		-		-		-		-		-		-			-			-		-
Joseph DeSalvo		-		-		-		-		-		-		-		-			-			-		-
Michael Lambert		-		-		-		-		-		-		-		-			-			-		-
Adam Draizin		-		-		-		-		-		-		-		-			-			-		-
Paul Morin (2)		-		-		64,792		-		-		-		64,792		0.26	%		0.04	%		-		-
Randy Boutin		-		-		-		-		-		-		-		-			-			-		-
Executive Officers and Directors as a Group (4 persons) (3)		3,114,460		2,367,359		483,213		10,000		-		-		5,975,032		24.05	%		95.63	%		-		-
5% Stockholders
Doron Kempel (1)		3,114,460		2,367,359		418,421		10,000		-		-		5,910,240		23.79	%		95.62	%		-		-
ProdActive II LLC (4)		133,330		4,658,292		3,106,061		-		-		-		7,897,683		31.80	%		5.00	%		-		-
Radek Sousek (5)		683,746		1,332,552		106,257		-		-		-		2,122,555		8.55	%		1.34	%		-		-
Eastward Fund Management, LLC (6)		4,349,617												4,349,617		17.34	%		2.60	%

1. Doron Kempel beneficially owns 5,903,574 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) 2,367,359 shares of Series B-2 Preferred Stock, owned by VFTG, L.P.;

(C) 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

(D) 10,000 shares of Series F Preferred Stock, which he owns himself and each share is entitled to cast 40,000 votes.

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) 5,968,366 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 7,897,683 shares of Common Stock issuable upon conversion of (A) 133,330 shares of Series B-1 Preferred Stock; (B) 4,658,292 shares of Series B-2 Preferred Stock; and (C) 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 4,349,617 shares of Common Stock issuable upon conversion of (A) 4,102,472 shares of Series B-1 Preferred Stock and (B) 247,145 shares of Series B-1 Preferred Stock issuable upon exercise of 247,145 Series B-1 Warrants. For the avoidance of doubt, Eastward Fund Management, LLC owns 682,770 shares of Series E Preferred Stock which are convertible into 1,477,857 shares of Common Stock, however, the Certificate of Designation for the Series E Preferred Stock contains a beneficial ownership limitation on conversion of the Series R 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.

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 ~~cash and cash equivalents and~~ capitalization as of ~~June~~December 3031, 2025~~, on an actual and pro-forma basis~~. The pro-forma table provides for issuance of 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.

67This 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.

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.

	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	)

	As of June 30, 2025			As of June 30, 2025
	Actual			Pro-forma
(in thousands, except per share numbers)
Debt:
Loan		13,512			6,756
Convertible Revolving Promissory Note (Related Party)		1,577			1,577
Total indebtedness		15,089			8,333
Mezzanine Equity
Series C convertible Preferred Stock		2,746			2,746
Stockholders’ deficit:
Preferred Stock, $0.0001 par value per share; 150,000,000 shares authorized; 27,888,937 shares issued and outstanding (actual) and 29,366,794 (pro-forma)		3			3
Common Stock, $0.0001 par value per share; 200,000,000 shares authorized; 3,164,758 shares issued and outstanding		1			1
Non-Voting Common Stock, $0.0001 par value per share; 50,000,000 shares authorized; 0 shares issued and outstanding		0			0
Additional paid-in capital		115,057			121,813
Accumulated other comprehensive income		(14	)		(14	)
Accumulated deficit		(133,267	)		(133,267	)
Total stockholders’ deficit		(18,220	)		(11,464	)
Total Capitalization		(385	)		(385	)

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

● 2725,~~618~~622,~~462~~961 shares of Common Stock issuable upon exercise of ~~the~~warrants ~~Preferred Stock~~ outstanding as of ~~June~~December 3031, 2025; and

● 722,~~406~~012,~~952~~624 shares of Common Stock reserved for issuance under our ~~TG-17, Inc.~~ 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

~~TG-17,~~Our Bond, Inc., ~~dba Bond~~ (“Bond,” “we,” “us,” “our” or the “Company”) was ~~formed~~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 ~~TG-17~~Our Bond, Inc.

6934

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 ~~six-month period~~year ended ~~June~~December 3031, 2025, the ~~company~~Company demonstrated annual recurring revenue (“ARR”) of approximately $~~9.6~~10 million and total bookings ~~reaching~~of $10.56 million. AsFor ofthe year ended December 31, 2024, the ~~company~~Company demonstrated ARR of approximately $9.7 million and total bookings ~~reaching~~ 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.

7035

Results of Operations

Comparison of the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025 to the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2024

Net Revenues

The majority of our net revenues for the ~~six-month~~years ~~period~~ ended ~~June~~December 3031, 2025 and 2024, were generated from our B2B services. InFor ~~six-month period~~the year ended December ~~June 30~~31, 2025, 1615.32% of our revenue was generated from cloud-based SaaS services, while 84.68% came from our physical service offerings. This compares to 1314.571% and 8685.529%, respectively, infor the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2024.

Total revenue increased by $~~134~~236, or approximately 32.4% to $49,~~658~~972 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025, compared to approximately $49,~~524 for~~736 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2024. This increase is due to expansion of our customer base and higher demand for our security ~~services~~ services during the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025 compared to the same period in 2024.

Cost of Services Sold.

Our cost of services sold increased slightly by $71380, or approximately 24.21% to $49,~~116~~406 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025 compared to $49,~~045~~ 027 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2024. This modest change is not considered significant and primarily reflects the Company’s ~~continued~~ continued global expansion and the use of outsourced services to support its growth initiatives.

	Six-Month Period Ended June 30,
	Year Ended December 31,
	2025		2024
Command Center Operations	$	~~999~~2,422	$	~~914~~2,103
Security Services	$	36,~~117~~984	$	36,~~131~~924
	$	49,~~116~~406	$	49,~~045~~027

Operating Expenses.

Our operating expenses for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025 and 2024 were as follows:

	Six-Month Period Ended June 30,
	Year Ended December 31,
	2025		2024
General and Administrative	$	25,~~596~~971	$	26,~~590~~162
Research and Development	$	12,~~219~~526	$	12,~~208~~713
Sales and Marketing	$	1,~~115~~321	$	1,~~076~~417
	$	49,~~930~~818	$	410,~~874~~292

Our operating expenses for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025, were approximately $49,~~930~~818 compared to approximately $410,~~874~~292 for the ~~six-month period~~year ended December ~~June 30~~31, 2024, ana ~~increase~~decrease of approximately $56474 or approximately 14.16%.

The largest component of our operating expenses were general and administrative expenses, which were approximately $2,596 for the six-month period ended June 30, 2025 compared to approximately $2,590 for the six-month period ended June 30, 2024, an increase of approximately $6 or approximately 0.2%.

The second largest component of our operating expenses were research and development (“R&D”). R&D expenses were approximately $1,219 for six-month period ended June 30, 2025 compared to approximately $1,208 for the six-month period ended June 30, 2024, a decrease of approximately $11 or approximately 0.1%.

The remainder of our operating expenses were primarily comprised of sales and marketing expenses, which were approximately $1,115 for six-month period ended June 30, 2025 compared to approximately $1,076 for six-month period ended June 30, 2024, an increase of approximately $39 or approximately 3.6%.

Net Profit/Loss

As a result of the foregoing, the Company suffered a net loss of $510,~~197~~549 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025, compared to a net loss of $411,~~992~~017 for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2024, a difference of approximately 4.25%.

Off-Balance Sheet Arrangements

As of ~~the~~March ~~date~~31, of2025 ~~this prospectus~~ 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.

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023

Net Revenues

The majority of our net revenues for the year ended December 31, 2024 were generated from our B2B services. In 2024, 14.7% of our revenue was generated from cloud-based SaaS services, while 85.3% came from our physical service offerings. This compares to 18.5% and 81.5%, respectively, in 2023.

Total revenue increased by $2,544, or approximately 35% to $9,736 for the year ended December 31, 2024 compared to approximately $7,192 for the year ended December 31, 2023. This increase is due to expansion of our customer base and higher demand for our security services during the year ended December 31, 2024 compared to the same period in 2023.

Cost of Services Sold.

Our cost of services sold increased by $2,941, or approximately 48% to $9,027 for the year ended December 31, 2024 compared to $6,086 for the year ended December 31, 2023. This increase was the result of company’s global expansion and other outsourced services to support the higher to directly support the higher demand for security services in the year ended December 31, 2024 compared to the same period in 2023.

	Year Ended December 31,
	2024		2023
Command Center Operations	$	2,103	$	1,387
Security Services	$	6,924	$	4,699
	$	9,027	$	6,086

Operating Expenses.

Our operating expenses for the years ended December 31, 2024 and 2023 were as follows:

	Year Ended December 31,
	2024		2023
General and Administrative	$	6,162	$	5,787
Research and Development	$	2,713	$	2,980
Sales and Marketing	$	1,417	$	885
	$	10,292	$	9,652

Our operating expenses for the year ended December 31, 2024, were approximately $10,292 compared to approximately $9,652 for the year ended December 31, 2023, an increase of approximately $640 or approximately 6.6%.

The largest component of our operating expenses were general and administrative expenses, which were approximately $6,162 for the year ended December 31, 2024 compared to approximately $5,787 for the year ended December 31, 2023, an increase of approximately $375 or approximately 6.5%. This increase in general and administrative expenses was primarily due to (a) increases in stock option expenses, salaried staff, commissions, and insurance. Stock options expenses of approximately $488, salaried staff of approximately $250, commissions of approximately $149, insurance of approximately $100, and other general operating expenses of approximately $147,000; (b) decrease of approximately $759 related to a legal claim filed against the Company which were recorded in 2023 (see below under legal proceedings’).

The second largest component of our operating expenses were research and development (“R&D”). R&D expenses were approximately $2,713 for the year ended December 31, 2024 compared to approximately $2,980 for the year ended December 31, 2023, a decrease of approximately $267 or approximately 9%. This decrease in R&D was primarily due to decreases in payroll of approximately $100, consulting fees of approximately $90, and other R&D expenses of approximately $77.

The remainder of our operating expenses were primarily comprised of sales and marketing expenses, which were approximately $1,417 for the year ended December 31, 2024 compared to approximately $885 for the year ended December 31, 2023, an increase of approximately $532 or approximately 60%. This increase in sales and marketing expenses was due to an increase in advertising and professional fees of approximately $314, payroll & commissions of approximately $138, stock options expenses of approximately $48, and other sales and marketing expenses of approximately $32.

Net Profit/Loss

As a result of the foregoing, the Company suffered a net loss of $11,017 for the year ended December 31, 2024, compared to a net loss of $12,257 for the year ended December 31, 2023, a difference of approximately 10%.

Off-Balance Sheet Arrangements

As of the date of this prospectus 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

~~From~~Since inception, we have funded our operations ~~principally~~primarily through ~~the net~~ proceeds from sales of our capital stock and, to a lesser extent, ~~from~~ cash ~~flows~~ flow generated from operating activities. ~~The~~Based ~~Company~~on ~~estimates~~our acurrent ~~capital~~operating ~~requirement~~plan, ofwe ~~approximately~~believe $5that ~~million~~our toexisting ~~fund~~cash ~~operations over~~and ~~the~~cash ~~next 12 months. If sales projections are met~~equivalents, ~~including~~together with anticipated ~~growth~~cash ~~within~~generated ~~the~~from ~~existing customer base~~operations, ~~total~~will ~~capital needs~~support ~~are~~our ~~expected~~working tocapital ~~range between $3 million~~ and ~~$8 million. Using currently available~~ capital ~~resources~~expenditure ~~and~~requirements ~~revenue~~for ~~generation,~~ the ~~Company~~ ~~should~~near ~~be able to conduct its operations for a duration of twelve (12) months~~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 ~~six-month~~year ~~period~~ ended ~~June~~December 3031, 2025 and 2024.

(in thousands)	~~Six-Month~~Year ~~Period~~ Ended ~~June~~December 3031,
	2025			2024
Net cash (used in) operating activities	$	(26,~~995~~922	)	$	(48,~~103~~157	)
Net cash (used in) investing activities		(834	)		(4462	)
Net cash provided by financing activities		56,~~179~~943			37,~~200~~540
Effect of exchange rate changes on cash		(57114	)		(1032	)
Cash and cash equivalents at end of period	$	~~2,845~~599		$	~~480~~726

The following table summarizes our cash flows for the years ended December 31, 2024 and 2023.

(in thousands)	Year Ended December 31,
	2024			2023
Net cash (used in) operating activities	$	(8,157	)	$	(6,995	)
Net cash (used in) investing activities		(62	)		(86	)
Net cash provided by financing activities		7,540			6,780
Effect of exchange rate changes on cash		(32	)		(4	)
Cash and cash equivalents at end of period	$	726		$	1,437

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, ~~2024~~2025 was approximately $86,~~157~~922 which reflects our net loss of $1110,~~017~~549. Net cash used in operating activities for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, ~~2025~~2024 was approximately $68,~~995~~157 which reflects our net loss of $511,~~197~~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 $6234 which was entirely attributable to purchases of IT and other Electronic equipment. Net cash used in investing activities for the ~~six-month~~year ~~period~~ ended ~~June~~December 3031, ~~2025~~2024 was approximately $8 62 which was entirely attributable to purchases of IT and other Electronic equipment.

Financing Activities

In ~~June~~November ~~2019~~2023, the Company ~~entered~~completed ~~into Loan and Security agreement (~~the ~~“Loan~~initial ~~Facility”)~~closing ~~in the amount~~ of ~~$9,999,000. The~~its ~~principal~~Series ~~amount~~B ~~outstanding~~Preferred ~~under~~Stock ~~each~~financing. ~~Advance~~Following ~~shall accrue at~~ the ~~following~~initial ~~rate~~closing, ~~per annum rate equal to~~ the ~~greater of six and~~ ~~one-half~~Company ~~percentage~~completed ~~points~~additional ~~(6.50%)~~closings ~~above~~in ~~the~~early ~~Prime~~2024, ~~Rate~~issuing ~~of 12.00%~~2,050,895 ~~which~~additional ~~interest~~shares ~~shall~~of beSeries ~~payable~~B-1 ~~monthly.~~Preferred ~~Immediately~~Stock ~~upon~~for ~~the~~total ~~occurrence~~consideration ~~and during the continuance~~ of ~~an event of default as defined in the contract~~$3,000,000 ~~the Obligations shall bear interest~~ at a ~~rate~~price ~~per~~of ~~annum which is four percentage points (4~~$1.~~0%)~~462533 ~~above~~per ~~the rate that is otherwise applicable thereto~~share.

In January 2021 the Loan Facility was amended (“First Amendment”) to restructure the payments due on February 2021 to be deferred until May 1, 2021, at which time such deferred payments shall be due in full. In June 2021 the Loan Facility agreement and First Amendment (collectively, the “Loan Agreement”) were further amended (“Second Amendment”) to restructure the payments due in May 2021 to January 2022 (collectively, the “Deferred Payments”). The Company shall repay Deferred Payments including principal amount in twenty-two (22) consecutive equal monthly payments as to the first $5,000 advance and twenty-five (25) consecutive equal monthly payments as to the second $5,000 advance. In 2022 and 2023 the Loan Facility agreement was further amended to restructure the payments due on January 2022 to December 2023. The forbearance period was extended until September 2024 where all Deferred Payments including principal were to be repaid in twenty-two (22) consecutive equal monthly payments as to the first $5,000 advance and twenty-five (25) consecutive equal monthly payments as to the second $5,000 advance. 37

In November 2023, a total of $3,152,000 from the loan were converted into equity as part of Series B Preferred Stock Offering (defined below).

Between July 2020 and November 2022, the Company entered into a series of Convertible Promissory Notes (the “Convertible Promissory Notes”) with its existing investors in an aggregate amount of $35,831,000. The principal amount bear 7% interest per annum. According to the terms of the Convertible Promissory Note, the entire amount of the outstanding principal and any unpaid accrued interest shall automatically convert in whole without any further action by the holder into Common Stock of the Company, at a conversion price equal to the cash price paid per share for the equity securities by the investors in the qualified financing at a conversion price equal to the lesser of (i) the cash price paid per share for equity securities by the Investors in the Qualified Financing multiplied by 0.75, and (ii) $0.2803. If the Convertible Promissory Note remains outstanding at the maturity date, then, effective upon the maturity date (January 21, 2022), the majority noteholders may elect to convert the outstanding principal amount of the Convertible Promissory Notes and any unpaid accrued interest, into shares of the Company’s Series A Preferred Stock at a conversion price equal to the Series A Price Per Share.

In December 2021, the Convertible Promissory Note dated July 2020 was amended to extend the maturity date of the notes to January 2, 2023 and later was extend further to January 2024.

In November 2023, all Convertible Promissory Notes (principal and interest) were converted to Series B Preferred Stock in connection with the issuance of an aggregate of 22,702,513 shares of Series B 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 indebtedness 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 Series Seed and Series A Preferred 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.

On November 17, 2023, we also 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.

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 ~~June~~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.

~~Our~~Issuance ~~net cash provided by financing activities for the year ended December 31, 2024 was approximately $7,540 compared to approximately $6,780 for the year ended December 31, 2023, an increase~~ of ~~approximately~~Series ~~$760 or 11%. This increase in cash provided by financing activities is principally the result of the Reg~~ CF-2 ~~and~~Preferred ~~Reg D506(c).~~ Stock

~~Our~~On ~~net~~July, ~~cash~~2025, ~~provided~~the byCompany ~~financing~~entered ~~activities~~into ~~for~~a ~~the~~listing ~~six-month~~agreement, ~~period~~under ~~ended~~regulation ~~June~~Crowdfunding ~~30,~~(also ~~2025~~known ~~was~~as ~~approximately~~Reg $5CF),~~197~~ ~~compared~~whereby tothe ~~approximately~~Company agreed ~~$6,780~~to ~~for~~sell securities to eligible investors through the ~~six-month~~funding ~~period~~portal ~~ended~~through ~~June~~special 30purpose vehicle. The offering was closed on September 5, ~~2024~~2025, anand ~~increase~~the ofCompany ~~approximately~~had raised a total of $1819,~~979~~000 orand ~~61.8%.~~issued ~~This~~212,033 ~~increase~~shares inof ~~cash~~Series ~~provided~~CF-2 byPreferred Stock with par value of $0.0001 ~~financing~~each, ~~activities~~at isa ~~principally~~price ~~the~~per ~~result~~share of ~~the~~$2.12343. ~~Reg~~The CFtotal ~~and~~fees ~~Reg~~recorded ~~D506(c)~~as of September 30, 2025 were $56.

74Our 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%.

~~The~~Issuance ~~following~~of ~~table~~Series ~~summarizes~~D ~~our~~Preferred ~~financing activities for the six-month period ended June 30, 2025 and 2024.~~Stock

	Six-Month Period Ended June 30,
	2025			2024
Proceeds from Related Party Loans, net	$	(319	)	$	200
Issuance of Series B-1 Preferred Stock	$	-		$	3,000
Issuance of Series CF-1 Preferred Stock	$	2,798			-
Issuance of Series CF-1 Preferred Stock fundraising fees		(46	)		-
Issuance of Series C Preferred Stock		3,000			-
Issuance of Series C Preferred Stock fundraising fees		(254	)		-
	$	5,179		$	3,200

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 years ended December 31, 2024 and 2023.~~38

	Year Ended December 31,
	2024			2023
Proceeds from Related Party Loans, net	$	285		$	1,385
Proceeds from Convertible Promissory Notes, net		-		$	2,395
Issuance of Series B-1 Preferred Stock	$	3,000		$	3,000
Issuance of Series CF-1 Preferred Stock	$	4,352
Issuance of Series CF-1 Preferred Stock fundraising fees		(97	)
	$	7,540		$	6,780

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.

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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.

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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.

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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.

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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

~~TG-17~~Our Bond, Inc., ~~dba Bond~~ (“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).

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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 ($)		Revenue generated in ~~2023~~2025 ($)
Customer A: One (1) of the top three (3) private equity firms in the world		6,262,083		3,878,746
Customer A: One (1) of the top three (3) largest smartphone vendors in the world		389,294		276,689
Customer B: Family office of one (1) of the top ten (10) most affluent families in USA		875,035		1,388,160
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) largest smartphone vendors in the world		389,294		251,925
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 corporations in the world (1)		45,000		-
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 three (3) largest sporting goods companies in the world		266,375		400,830
Customer E: One (1) of the top ten (10) largest pharmaceutical manufacturers in the world		-		156,300
Customer F: One (1) of the top ten (10) largest pharmaceutical manufacturers in the world (2)		-		-
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 three (3) mobile carriers in USA (3)		-		-
Customer G: One (1) of the top ten (10) insurance companies in USA		101,266		94,667
Customer H: One (1) of the top three (3) largest media and entertainment companies in the world		5,580		-
Customer H: One (1) of the top ten (10) retailers in USA		6,400		6,000
Customer I: One (1) of the top three (3) largest credit card companies in the world		-		-
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 ten (10) insurance companies in USA		101,266		-
Customer J: One (1) of the top three (3) private equity firms in the world		6,262,083		5,078,273
Customer K: One (1) of the top ten (10) retailers in USA		6,400		-
Customer K: Family office of one (1) of the top ten (10) most affluent families in USA		875,035		1,844,630
Customer L: One (1) of the top five (5) largest venture capital firms in the world (4)		-		-
Customer M: One (1) of the top ten (10) largest healthcare providers in USA		41,058		42,480
Customer N: A large international city (5)		-		-

	(1)	There is approximately $300,000 in unrecognized revenue from customer D for the 2024–2025 fiscal year.
	(2)	There is approximately $230,000 in unrecognized revenue from customer F for the 2024–2025 fiscal year.
	(3)	There is approximately $27,075 in unrecognized revenue from customer G for the 2024–2025 fiscal year.
	(4)	There is approximately $22,575 in unrecognized revenue from customer L for the 2024–2025 fiscal year.
	(5)	This agreement with customer N is still under negotiation and we estimate an agreement to be finalized by the fourth quarter of the 2025 fiscal year.

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.

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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.

· 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
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