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Our Bond Inc美股招股说明书(2026-05-05版)

2026-05-05 美股招股说明书 Roger谁都不是你的反派大魔王
报告封面

PROSPECTUS SUPPLEMENTDated May 4, 2026(To Prospectus Dated January 30, 2026) Our Bond, Inc. Up to 34,073,681 Shares of Common Stockto be Sold by Registered Stockholders This prospectus supplement (the “Supplement”) modifies, supersedes and supplements certain information contained in, andshould be read in conjunction with, our Prospectus filed with the SEC dated January 30, 2026, as amended or supplemented throughthe date hereof (the “Prospectus”), relating to the registration of the resale of up to 34,073,681 shares of our common stock, par value$0.0001 per share by our stockholders identified in the Prospectus (the “Registered Stockholders”) in connection with our direct listingon the Global Market tier of the Nasdaq Stock Market LLC. This Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus. Our shares of common stock are listed on the Nasdaq Global Market under the symbol “OBAI.” The information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus. Anyinformation that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except asmodified or superseded by this Supplement. We may amend or supplement the Prospectus from time to time by filing amendments orsupplements as required. You should read the entire Prospectus, and any amendments or supplements carefully before you make aninvestment decision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus andin documents incorporated by reference into the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this Supplement, or the Prospectus is truthful or complete. Any representation to the contraryis a criminal offense. FORWARD-LOOKING STATEMENTS You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in orincorporated by reference into this Supplement and the Prospectus. This Supplement and the Prospectus and documents incorporatedtherein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan ofoperation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are notguarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those includedwithin the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of theProspectus and in documents incorporated by reference into the Prospectus identify important risks and uncertainties affecting ourfuture, which could cause actual results to differ materially from the forward-looking statements made or included in this Supplementand the Prospectus. This Supplement is being filed to disclose an amendment to the warrants to purchase shares of our common stock held byAscent Partners Fund LLC (“Ascent”), as well as certain amendments to the Certificates of Designation for our Series C PreferredStock and Series D Preferred Stock. WARRANT AMENDMENT On May 3, 2026, we entered into an Amendment (the “Warrant Amendment”) to the common stock purchase warrants (the“Warrants”) held by Ascent. Under the Warrant Amendment: ●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.25 per share.●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $1.75 per share.●The exercise price for 1,000,000 Warrants expiring on February 27, 2027 was adjusted to $2.25 per share.●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $3.50 per share.●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.00 per share.●The exercise price for 2,000,000 Warrants expiring on October 27, 2027 was adjusted to $4.50 per share.●All other outstanding Warrants held by Ascent were cancelled. The cancelled warrants consisted of 15,991,902 warrantsexercisable at $12.35 per share and 300,000 warrants exercisable at $3.2475 per share, leaving warrants to purchase atotal of 9,000,000 shares of common stock outstanding, as described above. AMENDMENTS TO SERIES C PREFERRED STOCK AND SERIES D PREFFERED STOCK Also on May 3, 2026, we amended the Certificates of Designation for our Series C Preferred Stock and our Series DPreferred Stock as follows: ●The conversion price for our Series D Preferred Stock was adjusted to $2.0265 per share.●A new ‘leak-out’ provision was added to both the Certificate of Designation for our Series C Preferred Stock and theCertificate of Designation for our Series D Preferred Stock. Under the new provision, all Holders of the preferred sharescollectively shall not, on any