TG-17, Inc.

As filed with the Securities and Exchange Commission on October 7,** 2025.**

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

TG-17, Inc.

(Exact name of registrant as specified in its charter)

**85 Broad Street **

New York, New York 10004

1-888-567-6234

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

VCorp Services, LLC

701 S Carson St, Ste 200

Carson City, Nevada,89701

1-888-528-2677

****(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

TG-17, Inc.

**Up to 8,290,298 Shares of Common Stock

to be Sold by Registered Stockholders

This prospectus relates to the registration of the resale of up to 8,290,298 shares of common stock, par value $0.0001 per share (the “Common Stock”) of TG-17, Inc., dba Bond (“Bond,” “we,” “us,” “our” or the “Company”) consisting of 180,241 shares of Common Stock, 3,368,466 shares of Common Stock issuable upon the conversion of 3,368,466 shares of Series CF-1 Preferred Stock, par value $0.0001 per share (the “Series CF-1 Preferred Stock*”),* 215,918 shares of Common Stock issuable upon the conversion of 215,918 shares of Series CF-2 Preferred Stock, par value $0.0001 per share (the “Series CF-2 Preferred Stock”), 1,626,800 shares of common stock issuable upon conversion of 329,671 shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), 1,333,335 shares of common stock issuable upon exercise of warrants to purchase Common Stock, issued as part of the Series C Preferred Stock offering, 1,477,857 shares of Common Stock issuable upon conversion of 682,770 shares of Series E Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), and 87,681 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock issued as part of the Series CF-2 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”). As of the date of this prospectus, the shares offered for sale by the Registered Stockholders will constitute approximately 22.27% of our restricted common stock on a fully-diluted basis, including all shares of our Common Stock issued and outstanding and all shares of Common Stock immediately issuable upon the conversion or exercise of outstanding shares of preferred stock or warrants. A total of 27,745,467 shares, consisting of outstanding shares of our common stock and shares immediately issuable upon conversion of outstanding shares of preferred stock or exercise of outstanding warrants, are not being registered under the Registration Statement of which this prospectus is a part. The shares not included in the Registration Statement consist of: (i) 2,984,517 outstanding shares of Common Stock; (ii) 8,204,944 shares of common stock issuable upon conversion of 8,204,944 outstanding shares of Series B-1 Preferred Stock; (iii) 9,154,388 shares of common stock issuable upon conversion of 9,154,388 outstanding shares of Series B-2 Preferred Stock; (iv) 7,151,139 shares of common stock issuable upon conversion of 7,151,139 outstanding shares of Series B-3 Preferred Stock; (v) 247,145 shares of common stock issuable upon exercise of Series B-1 warrants; and (vi) 3,334 shares of Common Stock issuable upon conversion of 10,000 shares of Series F Preferred Stock. Upon effectiveness of this registration statement, a total of 27,494,988 shares of common stock not being registered may be freely sold pursuant to Rule 144. These shares consist of: (i) 2,984,517 outstanding shares of common stock; (ii) 8,204,944 shares of common stock issuable upon conversion of 8,204,944 outstanding shares of Series B-1 Preferred Stock; (iii) 9,154,388 shares of common stock issuable upon conversion of 9,154,388 outstanding shares of Series B-2 Preferred Stock; (iv) 7,151,139 shares of common stock issuable upon conversion of 7,151,139 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 the Registered Stockholders.

Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Registered Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning on page 120. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration 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 classes of common stock, Common Stock and Non-Voting Common Stock, $0.0001 par value per share (“Non-Voting Common Stock”). Currently, our Series CF-1 Preferred Stock and Series CF-2 Preferred Stock convert into Non-Voting Common Stock. Prior to the initial listing of the Company’s shares of Common Stock on Nasdaq, all shares of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock will convert into Non-Voting Common Stock and pursuant to the Company’s Articles of Incorporation all Non-Voting Common Stock will automatically convert into Common Stock, which is entitled to one vote per share, concurrently with the initial listing of Common Stock on Nasdaq.

No public market for our Common Stock currently exists, and our shares of Common Stock have a limited history of trading in private transactions. From inception through September 30, 2025, we raised an aggregate of $115,428,223 in gross proceeds from the sales of our stock, including shares issued for the cancellation of indebtedness in the amount of approximately $16,270,000. The weighted average price paid per share by investors in these offering (excluding the cancelled indebtedness) was $1.062 per share under the exemptions from registration provided by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and Regulation Crowdfunding under the Securities Act (“Regulation CF”).

Recent purchase prices of our Common Stock in private transactions may have little or no relation to the opening public price of our shares of Common Stock on Nasdaq or the subsequent trading price of our shares of Common Stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock” beginning on page 114. Further, the listing of our Common Stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our Common Stock and, consequently, the trading volume and price of shares of our Common Stock may be more volatile than if shares of our Common Stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of Common Stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which our Advisor, in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of Common Stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of Common Stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of our shares of Common Stock on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (*i.e.*minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (*i.e.*the specified price entered in an order by a customer to buy or sell) at which our shares of Common Stock will remain unmatched (*i.e.*will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our shares of Common Stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 120 of this prospectus.

We have applied to list our Common Stock on the Nasdaq Global Market under the symbol “OBAI*.*” We expect our Common Stock to begin trading on Nasdaq on or about [●], 2025.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our Common Stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our Common Stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

Upon completion of this offering, our founder and Chief Executive Officer, Doron Kempel, will beneficially own approximately 99.28% of the voting power of our outstanding voting securities and we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on the exemptions from the corporate governance requirements that are available to controlled companies.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. See the “Risk Factors” beginning on page 6 of this prospectus for the risks and uncertainties you should consider before investing in our Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated October 7, 2025

TABLE OF CONTENTS

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You should rely only on the information provided in this prospectus, including any documents incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Registered Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the U.S.; therefore, individual investors located outside the U.S. should not expect to be eligible to participate in this offering.

Through and including [●], 2025 (the 25th day after the listing date of our Common Stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

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