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Our Bond, Inc.

Filed Apr 2, 2026.

View on SEC.gov

About this filing

A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.

period unavailable · Filed Apr 2, 2026

OBAI$1.68-5.6%Stored close · as of Nov 6, 2026
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As confidentially submitted to the Securities and Exchange Commission on April 2, 2026.

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Our Bond, Inc.

(Exact name of registrant as specified in its charter)

Nevada489983-1751618
(State or other jurisdiction of(Primary Standard Industrial(I.R.S. Employer
incorporation or organization)Classification Code Number)Identification Number)

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:

Mark Crone, Esq. Joe Laxague, Esq. Tammara Fort, Esq. Aditya Wadhwa, Esq. The Crone Law Group, P.C. 420 Lexington Avenue, Suite 2446 New York, NY 10170 Telephone: (775) 234-5221Doron Kempel Chief Executive Officer Our Bond, Inc. 85 Broad Street New York, New York 10004 1-888-567-6234

**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.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

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.

PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED April 2, 2026

Our Bond, Inc.

Up to 7,500,000 Shares of Common Stock

to be Sold by Selling Stockholders

This prospectus relates to the registration of the resale of up to 7,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Our Bond, Inc. (“Bond,” “we,” “us,” “our” or the “Company”) by our stockholders identified in this prospectus (the “Selling Stockholders”), in connection with this offering (the “Offering”). The Common Stock registered for resale hereunder consists of: (1) a total of up to 7,081,781 shares of Common Stock to be issued to Ascent Partners Fund LLC (“Ascent”), including (i) shares issuable under a certain Securities Purchase Agreement dated October 27, 2025 between the Company and Ascent, that provides for the sale to Ascent of up to $300,000,000 worth of Common Stock (the “Equity Line SPA”), (ii) 970,874 shares of Common Stock to be issued to Ascent as consideration for entering into the Equity Line SPA (the “Commitment Shares”), and (iii) shares of Common Stock issued as dividends to Ascent under the Certificates of Designations of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”); and (2) 418,219 shares of Common Stock issued as compensation to our financial advisor, Maxim Group LLC (the “Advisor”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Selling Stockholders. The Selling 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 Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning on page 90. 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”).

Commencing on February 4, 2026, we listed our shares of our Common Stock on the Nasdaq Global Market (“Nasdaq”) by way of a direct listing (the “Direct Listing”) under the symbol “OBAI”. As of March 31, 2026, the last sale price for our common stock on Nasdaq was $1.46 per share

Upon completion of this Offering, our founder and Chief Executive Officer, Doron Kempel, will beneficially own approximately 96.45% of the voting power of our outstanding voting securities and we are 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 7 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 April 2, 2026

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements1
Trademarks1
About This Prospectus2
Prospectus Summary3
Summary Financial and Other Data6
Risk Factors7
Market and Industry Data28
Shares Offered for Resale29
Use of Proceeds30
Selling Stockholders30
Dividend Policy32
Capitalization32
Management’s Discussion & Analysis of Financial Condition and Results of Operations33
Business45
Management58
Executive and Director Compensation62
Security Ownership of Certain Beneficial Owners and Management67
Certain Relationships and Related Person Transactions71
Description of Capital Stock72
Shares Eligible for Future Sale82
Sale Price History of Our Capital Stock83
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock86
Plan of Distribution90
Legal Matters91
Experts91
Where You Can Find Additional Information91
Index to Consolidated Financial StatementsF-1

i

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 Selling 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.

ii

ContentsView on SEC.gov

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