Our Bond, Inc. Announces Major Corporate Actions: Exchange Agreement, Preferred Stock Terms, and Organizational Changes
Key Developments and Potential Share Price Impact
Our Bond, Inc. (“the Company”), listed on Nasdaq under the ticker OBAI, has announced a series of significant corporate actions that could materially impact shareholders and the company’s share price. The company filed a Form 8-K detailing several transactions, new financing arrangements, amendments to corporate documents, and changes in its leadership structure.
Key Points from the Report
- Entry into a Material Definitive Agreement: The Company entered into an Exchange Agreement with Ascent Partners Fund LLC on June 11, 2026. In this transaction, Series G Preferred Stock was exchanged for promissory notes, representing a major restructuring of the company’s capital base.
- Issuance of Series G Convertible Preferred Stock: The newly designated Series G Preferred Stock comes with extensive rights, dividend preferences, conversion options, and anti-dilution provisions, which are highly relevant for current and prospective investors.
- Unregistered Sales of Equity Securities: The Series G Preferred Stock was issued in a transaction exempt from registration under Section 3(a)(9) of the Securities Act, and the issuance of common stock to the lender was exempt under Rule 506(b) of Regulation D, meaning no public offering or solicitation took place.
- Warrant Amendments: Several tranches of warrants were amended, affecting up to 9 million shares with exercise prices ranging from \$1.25 to \$2.25 per share, and expiration dates between February and October 2027.
- Amendment to Loan and Security Agreement: The company entered into the twenty-eighth amendment to its Loan and Security Agreement with Eastward Fund Management, LLC, reflecting ongoing restructuring of its debt obligations.
- Corporate Governance and Organizational Structure: In response to increased growth opportunities and the recent financing, the company is reorganizing its U.S. and international commercial leadership to a matrix structure, aiming to better align strategic business development, partnerships, and market expansion.
- Amendment of Certificates of Designation: Amendments were made to the Series C and Series D Convertible Preferred Stock terms, with significant implications for preferred shareholders and conversion dynamics.
Details Investors Must Know (Price-Sensitive Information)
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Series G Preferred Stock Highlights:
- Dividends: Cumulative dividends are payable at the company’s option in common stock (when equity conditions are met) or cash, and compound daily.
- Conversion Right: Each share is convertible into common stock at a conversion price determined in the Certificate of Designation. The conversion rate is the sum of the stated value, additional amounts, and accrued unpaid charges, divided by the conversion price.
- Anti-dilution and Leak-Out Provisions: If the company issues common stock or equivalents at prices below the conversion price, the conversion price is adjusted down (“full-ratchet anti-dilution”), protecting preferred holders. There are restrictions on the volume of shares that can be sold by holders in the open market (no more than 10% of daily volume unless the sale price is at least 115% of the prior day’s close).
- Redemption and Triggering Events: The preferred shares have strong redemption rights if certain “triggering events” occur, such as trading suspensions, default on dividend payments, or material adverse effects. In the event of liquidation, preferred holders are entitled to the greater of 200% of the stated value or the amount they would receive upon conversion.
- Voting and Transfer Rights: Preferred shares have limited voting rights but significant blocking rights on adverse amendments to the certificate or bylaws, and the ability to transfer without company consent.
- Share Reserve Requirement: The company must reserve at least 250% of the shares needed for conversion of all outstanding preferred shares, which could result in significant dilution for common shareholders if conversions occur.
- Most Favored Nation Clause: If the company issues new securities with more favorable terms, holders of the Series G preferred receive the benefit of those terms as well.
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Warrants:
- 3,000,000 warrants expiring February 27, 2027, at \$1.25 per share.
- 1,500,000 warrants expiring October 27, 2027, at \$1.25 per share.
- 4,500,000 warrants expiring October 27, 2027, at \$2.25 per share.
- Amendment of warrants could affect future dilution and capital raising.
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Amendments to Series C and D Preferred Stock:
- Further enhances protections for preferred holders, potentially at the expense of common stockholders.
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Financial Covenants:
- Restrictions on Asset Transfers, Indebtedness, and Business Changes: The company and its subsidiaries are restricted from taking on new debt (other than “Permitted Debt”), transferring or selling assets outside the ordinary course of business, and changing the nature of their business, providing enhanced security for preferred investors.
- Permitted Debt: Includes existing debt, certain secured/unsecured debts, working capital loans up to \$1.5M per year, and trade payables in the ordinary course.
- Emerging Growth Company Status: The company has indicated it is an emerging growth company, with certain reduced reporting and compliance obligations under SEC rules.
Summary of Potential Share Price Impact
The combination of a large exchange of preferred stock for promissory notes, the issuance of a new series of convertible preferred stock with highly protective covenants and anti-dilution features, amendments to outstanding warrants, and organizational restructuring is highly material. These actions could lead to substantial future dilution for common shareholders, affect market supply of the stock, and alter the company’s financial and strategic trajectory.
Furthermore, the robust protections for preferred holders and the leak-out provisions may influence trading volumes and the float of common stock, while the requirement to reserve extra shares amplifies dilution risk. Investors should monitor for further updates on partnerships, growth, and financing developments, as well as potential conversions of preferred shares into common stock, which could create downward pressure on the share price.
Disclaimer
This article is for informational purposes only and does not constitute investment advice or a recommendation regarding any security. Investors should consult their own advisors before making investment decisions. The information herein is based solely on the contents of Our Bond, Inc.’s public SEC filing (Form 8-K) as of June 16, 2026, and may not reflect subsequent events or changes.
