Our Bond, Inc. 8-K

What Happened

• Our Bond, Inc. (OBAI) announced on May 4, 2026 that it entered Amendment No. 3 to its Securities Purchase Agreement (the “Equity Line SPA”) with Ascent Partners Fund LLC, amended its warrants held by Ascent, and issued a $1,000,000 promissory note to Ascent. On May 3, 2026 (pending board approval) it agreed to amend Certificates of Designation for its Series C and Series D preferred stock, including a conversion-price change and a new leak‑out limit on conversion-share sales.

Key Details

• Equity Line amendment (with Ascent, May 4, 2026):
  • Maximum Aggregate Purchase Price reduced from $300 million to $50 million.
  • “Expanded Closings” (up to $5,000,000) now require advance notice only on trading days when: (1) the bid price is ≥15% above the prior day’s close, and (2) trading volume >150% of the 10‑day average, unless the 10‑day average daily traded value exceeds $4,000,000 (in which case those conditions don’t apply).
• Warrant amendment (May 4, 2026):
  • Adjusted exercise prices for 9,000,000 warrants remaining outstanding: 1,000,000 @ $1.25, 1,000,000 @ $1.75, 1,000,000 @ $2.25 (all expiring Feb 27, 2027); and 2,000,000 @ $3.50, 2,000,000 @ $4.00, 2,000,000 @ $4.50 (all expiring Oct 27, 2027).
  • Cancelled other Ascent warrants totaling 16,291,902 (15,991,902 exercisable at $12.35 and 300,000 at $3.2475).
• Promissory Note (issued May 4, 2026):
  • $1,000,000 principal, 10% annual interest, due Sept 1, 2026.
  • 25% of net proceeds from future securities issuances must be applied to repay the Note until paid in full.
  • Default interest rate rises to 24% and late payments incur a 10% late fee; defaults include nonpayment, covenant breaches, indebtedness defaults > $150,000, and change in control.
• Preferred-stock amendments (agreed May 3, 2026, pending board approval):
  • Series D conversion price adjusted to $2.0265 per share.
  • New “leak‑out” provision for Series C and D: holders collectively may not sell conversion shares exceeding 10% of daily trading volume (except sales at ≥115% of prior trading day’s close).

Why It Matters

• Reduced equity-line capacity (from $300M to $50M) and stricter conditions for large “Expanded Closings” limit the company’s ability to raise large amounts of capital quickly under the Ascent facility unless market trading meets the new price/volume tests or traded value thresholds.
• Warrant repricing plus cancellation of ~16.3M higher‑strike warrants lowers potential future dilution from high‑strike warrants while leaving 9M lower‑strike warrants that could still dilute equity if exercised.
• The $1M short-term promissory note increases near-term obligations and requires the company to divert 25% of future offering proceeds to repay the note, which could affect cash available for operations or other financing.
• The preferred-stock leak‑out limit can reduce large conversion-driven share sales on any single day (supporting market stability) but also restricts liquidity for preferred holders.

Investors should review the full amendment and promissory note filings for complete terms and consider how the changes affect dilution, near-term cash needs, and the company’s financing flexibility.