8-K: Our Bond, Inc. Restructures Debt and Preferred Stock

Our Bond, Inc. announced a series of agreements on June 11, 2026, including an exchange of preferred stock for promissory notes, amendments to existing preferred stock designations, a warrant amendment, and a loan modification.

Summary

• Our Bond, Inc. entered into an Exchange Agreement on June 11, 2026, to issue 366,941 shares of Series G Convertible Preferred Stock to Ascent Partners Fund LLC in exchange for two promissory notes totaling approximately $3.3 million in outstanding principal.
• The Series G Preferred Stock has a stated value of $10.00 per share, is convertible into common stock at $2.0265 per share, and accrues a 10% annual dividend.
• Amendments were made to the Series C and Series D Preferred Stock Certificates of Designation to align redemption provisions with the new Series G terms.
• An amendment to common stock purchase warrants held by Ascent adjusted exercise prices, with new prices set at $1.25 and $2.25 per share for different tranches.
• A Loan and Security Agreement amendment with Eastward Fund Management, LLC adjusted the senior secured debt amortization schedule with reduced monthly payments through December 2026.
• The company also issued 250,000 shares of common stock to the Lender as consideration for the loan amendment.
• Michael Lambert departed as Head of Commercial Operations effective June 12, 2026, as part of an organizational realignment.
• The company is transitioning to a matrix structure for its commercial organization to better align sales, business development, and market expansion activities.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, reflecting necessary financial restructuring and operational adjustments rather than significant positive or negative performance indicators.

Positives

• The exchange of promissory notes for preferred stock effectively retires approximately $3.3 million in debt, strengthening the balance sheet.
• The new Series G Preferred Stock terms provide a clear conversion price and dividend structure.
• Amendments to Series C and D preferred stock ensure consistent redemption terms across preferred stock classes.
• The adjusted loan amortization schedule provides short-term relief with reduced monthly payments.
• The company is reorganizing its commercial leadership to better align with growth opportunities.

Negatives

• The issuance of Series G Preferred Stock and common stock to the lender dilutes existing common shareholders.
• The terms of the Series G Preferred Stock include a 110% redemption premium and preferential distribution rights in liquidation, which are unfavorable to common shareholders.
• The company is obligated to reserve sufficient authorized common stock for potential conversion of Series G Preferred Stock, impacting future equity issuances.
• The departure of the Head of Commercial Operations may indicate internal restructuring challenges or a need for new leadership in key growth areas.

Risks

• The conversion of Series G Preferred Stock could lead to significant dilution for common shareholders.
• The company's ability to meet its obligations under the amended loan agreement depends on its future financial performance.
• The new matrix structure for the commercial organization may present integration challenges and require time to yield expected benefits.
• The redemption rights of preferred stockholders, particularly the 110% premium and preferential liquidation distribution, pose a financial risk to common stockholders.

Future Outlook

The company is implementing a matrix structure for its commercial organization to better align sales, business development, and market expansion activities, with all such initiatives reporting directly to the CEO. Additional updates on commercial partnerships and growth initiatives are expected.

Management Comments

• All sales, business development, strategic partnership and commercial growth initiatives will continue to report directly to Doron Kempel, the Companys Founder and Chief Executive Officer.
• The company thanks Mr. Lambert for his effort and contribution to US B2B sales in the past two years.
• The Company and Mr. Lambert worked cooperatively to ensure an orderly transition of responsibilities.
• Mr. Lamberts departure was not the result of any disagreement with the Company regarding its operations, policies, practices or strategic direction.
• The Company expects to provide additional updates regarding commercial partnerships, growth initiatives and business developments as appropriate.

Industry Context

StockSavvy.ai notes that debt restructuring and preferred stock issuances are common strategies for companies seeking to manage their capital structure and fund growth, especially in dynamic sectors. The shift to a matrix commercial structure suggests a focus on optimizing go-to-market strategies in response to evolving market opportunities.

Management Changes

Corporate Governance

Related Party Transactions

• Exchange of Series G Preferred Stock for Promissory Notes with Ascent Partners Fund LLC.
• Amendment to common stock purchase warrants held by Ascent Partners Fund LLC.
• Loan and Security Agreement amendment with Eastward Fund Management, LLC, including issuance of common stock to the Lender.

Stakeholder Impact

• Shareholders: Potential dilution from Series G Preferred Stock conversion and issuance of common stock to the lender. Preferred shareholders have preferential rights in liquidation.
• Creditors: The loan amendment provides a temporary reduction in immediate payment obligations, potentially easing short-term liquidity concerns.
• Management: Reorganization of commercial leadership structure may impact reporting lines and operational focus.

Next Steps

• The company will continue to transition its commercial organization to a matrix structure.
• Further updates regarding commercial partnerships, growth initiatives, and business developments are expected.
• The company must reserve sufficient authorized and unissued Common Stock for potential conversion of Series G Preferred Stock.
• Monthly loan payments will continue according to the adjusted schedule, with a final payment due July 1, 2028.

Key Dates

Recommendation

The filing details significant financial restructuring, including debt-for-equity swaps and loan modifications, which are neutral to slightly negative due to potential dilution. While these actions aim to stabilize the company's financial position and support future growth, they do not provide immediate catalysts for substantial stock price appreciation. The operational restructuring also requires time to demonstrate its effectiveness. Therefore, a 'hold' recommendation is appropriate pending further clarity on growth initiatives and financial performance post-restructuring.

Keywords

Series G Preferred Stock, Promissory Notes Exchange, Debt Restructuring, Loan Amendment, Warrant Amendment, Convertible Preferred Stock, SEC Filing, 8-K