Our Bond, Inc. 8-K

What Happened
Our Bond, Inc. (OBAI) announced on June 11, 2026 that it issued 366,941 shares of newly designated Series G Convertible Preferred Stock to Ascent Partners Fund LLC in exchange for two promissory notes, which will be deemed paid in full upon closing. The company also amended related warrants held by Ascent, and agreed to a waiver and the 28th amendment to its Loan and Security Agreement with senior lender Eastward Fund Management, LLC that adjusts near‑term payment amounts and adds an issuance of 250,000 common shares to the lender. Separately, Michael Lambert departed as Head of Commercial Operations effective June 12, 2026.

Key Details

• Series G issuance: 366,941 shares issued on June 11, 2026 in exchange for Notes (March 1, 2025 note current balance $2,292,179.80 for 254,687 shares; May 4, 2026 note current balance $1,010,277.78 for 112,254 shares). Each Series G share has a $10 stated value.
• Conversion & economics: Series G convertible at holder’s option into common stock at $2.0265 per share; conversion limited so holder would not beneficially own >9.99% post‑conversion. Series G pays a 10% annual dividend (computed on 360/12 basis). Redemption and liquidation preferences include a redemption at 110% of stated value (company‑initiated under conditions) and a liquidation preference equal to the greater of 200% of stated value or the conversion value.
• Anti‑dilution, registration and proceeds terms: Holders have piggyback registration rights; anti‑dilution protections; and rights to apply 25% of net proceeds from future financings to redeem preferred until cumulative proceeds ≤ $10M, with up to 35% thereafter. Series C and D Certificates were amended to match these redemption proceeds terms.
• Warrants: Ascent’s warrants were amended so exercise prices are: 3,000,000 warrants (exp. Feb 27, 2027) at $1.25; 1,500,000 warrants (exp. Oct 27, 2027) at $1.25; and 4,500,000 warrants (exp. Oct 27, 2027) at $2.25.
• Loan amendment: Monthly payments reduced near term ($50,000 Jul & Aug 2026; $100,000 Sep & Oct 2026; $150,000 Nov & Dec 2026), then resume at ~$259k–$300k/month, with a final payment of ~ $3.9 million due July 1, 2028; company to issue 250,000 common shares to the lender.
• Executive change: Michael Lambert left his role as Head of Commercial Operations effective June 12, 2026; commercial functions report to Founder & CEO Doron Kempel.

Why It Matters
These financing and amendment actions materially change the company’s capital structure and near‑term cash obligations. Converting notes into preferred stock reduces outstanding debt but introduces convertible preferred that can dilute common shareholders if converted (conversion price $2.0265 and ownership capped at 9.99% per holder). The loan amendment eases near‑term cash payments but extends sizable remaining payments and requires issuing common shares to the lender. Warrant adjustments may affect future dilution and potential equity inflows if exercised. The executive departure is an operational change; the company says responsibilities have been transitioned and commercial efforts now report directly to the CEO. Investors should note the impact on dilution, dividend obligations on the preferred, and the revised cash flow schedule when assessing future earnings and share value.