TG-17 Inc美股招股说明书(2026-02-03版)

Up to 34,073,681 Shares of Common Stockto be Sold by Registered Stockholders This prospectus relates to the registration of the resale of up to 34,073,681 shares of common stock, par value $0.0001 pershare (the “Common Stock”) of TG-17, Inc., dba Bond (“Bond,” “we,” “us,” “our” or the “Company”) consisting of 3,760,244 sharesof Common Stock, 87,681 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock, issued as part ofthe Series CF-2 Preferred Stock offering, 1,626,800 shares of Common Stock issuable upon conversion of 329,671 shares of Series CPreferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), 1,333,335 shares of Common Stock issuable uponexercise of warrants to purchase Common Stock, issued as part of the Series C Preferred Stock offering, 1,820,720 shares of CommonStock issuable upon conversion of 682,770 shares of Series E Preferred Stock, par value $0.0001 per share (the “Series E PreferredStock”), 444,901 shares of Common Stock issuable upon conversion of 549,451 shares of Series D Preferred Stock, par value $0.0001per share (the “Series D Preferred Stock”), and 25,000,000 shares of Common Stock issuable upon exercise of warrants to purchaseCommon Stock, issued as part of the Series D Preferred Stock offering, by our stockholders identified in this prospectus (the“Registered Stockholders”), in connection with our direct listing (the “Direct Listing”), on the Nasdaq Global Market (“Nasdaq”). Asof the date of this prospectus, the shares offered for sale by the Registered Stockholders will constitute approximately 55.03% of ourrestricted Common Stock on a fully-diluted basis, including all shares of our Common Stock issued and outstanding and all shares ofCommon Stock immediately issuable upon the conversion or exercise of outstanding shares of preferred stock or warrants. A total of27,877,343 shares, consisting of outstanding shares of our common stock and shares immediately issuable upon conversion ofoutstanding shares of preferred stock or exercise of outstanding warrants, are not being registered under the Registration Statement ofwhich this prospectus is a part. The shares not included in the Registration Statement consist of: (i) 10,135,660 outstanding shares ofCommon Stock; (ii) 8,204,944 shares of Common Stock issuable upon conversion of 8,204,944 outstanding shares of Series B-1Preferred Stock; (iii) 2,128,737 shares of Common Stock issuable upon conversion of 2,128,737 outstanding shares of Series B-2Preferred Stock; (iv) 7,151,139 shares of Common Stock issuable upon conversion of 7,151,139 outstanding shares of Series B-3Preferred Stock; (v) 247,145 shares of Common Stock issuable upon exercise of Series B-1 warrants; and (vi) 10,000 shares ofCommon Stock issuable upon conversion of 10,000 shares of Series F Preferred Stock. Upon effectiveness of this registrationstatement, a total of 27,571,120 shares of Common Stock not being registered may be freely sold pursuant to Rule 144. These sharesconsist of: (i) 10,085,670 outstanding shares of Common Stock; (ii) 8,204,944 shares of Common Stock issuable upon conversion of8,204,944 outstanding shares of Series B-1 Preferred Stock; (iii) 2,128,737 shares of Common Stock issuable upon conversion of2,128,737 outstanding shares of Series B-2 Preferred Stock; and (iv) 7,151,139 shares of Common Stock issuable upon conversion of7,151,139 outstanding shares of Series B-3 Preferred Stock. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by theRegistered Stockholders. Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitmentbasis by any investment bank. The Registered Stockholders may sell or otherwise dispose of the Common Stock covered by thisprospectus in a number of different ways and at varying prices. We provide more information about how the Registered Stockholdersmay sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginningon page 131. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to theregistration 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. We have two (2) classes of common stock, Common Stock and shares of non-voting common stock, par value $0.0001 pershare (the “Non-Voting Common Stock”). On October 15, 2025, we received the Requisite Holder’s consent (as defined under theCertificate of Designations of the Series CF-1 Preferred Stock, par value $0.0001 per share (the “Series CF-1 Preferred Stock”) andSeries CF-2 Preferred Stock, par value $0.0001 per share (the “Series CF-2 Preferred Stock”) (collectively, the “Series CF PreferredSt