UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to ___________

Commission File Number: 001-43087

Our Bond Inc.

(Exact name of registrant as specified in its charter)

Nevada

83-1751618

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

85 Broad Street, 17^TH Floor, New York, NY 10004

(Address of principal executive offices) (Zip Code)

1-888-567-6234

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock par value $0.0001

OBAI

Nasdaq Capital Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Â§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 14, 2026, the number of shares outstanding of the issuer’s common stock was 24,462,071.

OUR BOND INC.

INDEX TO FORM 10-Q

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	5

	Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II - OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

Signatures		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OUR BOND INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except per share and share amounts)

(Unaudited)

	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	3,758		$	599
Accounts receivable		1,704			1,592
Prepaid expenses and other current assets		342			224
Total current assets		5,804			2,415
Property and equipment, net		89			86
Total assets	$	5,893		$	2,501

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,196		$	2,588
Promissory Note		2,500			—
Deferred revenue, current		343			565
Related party loan		212			765
Current portion of long-term debt		1,555			1,555
Accrued and other current liabilities		2,443			2,645
Total current liabilities		10,249			8,118
Long-term debt, net of current portion		5,882			5,657
Total liabilities		16,131			13,775

Commitments and contingencies (Note 11)		-

Mezzanine Equity
Convertible Preferred Stock, $0.0001 par value; 879,122 shares and 1,561,892 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 577,951 and 1,237,717 shares issued and outstanding as of March 31, 2025 and December 31, 2025, respectively		4,735			11,389
Stockholders’ deficit
Series preferred stock, $0.0001 par value; 149,120,878 shares and 148,438,108 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 14,829,942 and 17,494,820 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		2			2
Common stock, $0.0001 par value; 250,000,000 and 250,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 21,074,608 and 13,896,400 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		2			1
Additional paid in capital		131,196			116,556
Accumulated other comprehensive income		(97	)		(70
Accumulated deficit		(146,076	)		(139,152
Total stockholders’ deficit		(14,973	)		(22,663
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	5,893		$	2,501

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

OUR BOND INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share and share amounts)

(Unaudited)

	March 31, 2026			March 31, 2025
	Three Months Ended December 31,
	March 31, 2026			March 31, 2025

Revenue	$	2,347		$	2,249
Cost of revenues		2,300			2,176
Gross profit		47			73
Operating expenses
Research and development		691			555
General and administrative		2,441			1,026
Sales and marketing		3,290			277
Total operating expenses		6,422			1,858
Loss from operations		(6,375	)		(1,785	)
Other income (expense), net:
Financial expense, net		(292	)		(377	)
Income before income taxes		(6,667	)		(2,162	)
Income tax expense		36			—
Net loss	$	(6,703	)	$	(2,162	)

Net loss per share – basic and diluted	$	(0.41	)	$	(0.73	)

Weighted average number of common shares outstanding – basic and diluted		16,989			2,964

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

OUR BOND INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars in thousands)

(Unaudited)

	March 31, 2026			March 31, 2025
	Three Months Ended
	March 31, 2026			March 31, 2025

Net loss	$	(6,703	)	$	(2,162	)
Foreign currency translation adjustments, net of tax		(27	)		(17	)
Comprehensive loss	$	(6,730	)	$	(2,179	)

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

OUR BOND INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(U.S. dollars in thousands, except share amounts)

(Unaudited)

(U.S. dollars in thousands)	Shares			Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Deficit			Shares			Amount
	Stockholders’ Deficit																					Mezzanine Equity
	Series Preferred Stock					Common Stock Voting				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’			Series Preferred Stock
(U.S. dollars in thousands)	Shares			Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Deficit			Shares			Amount
Balance as of January 1, 2026		17,494,820		$	2		13,896,400	$	1	$	116,556		$	(70	)	$	(139,152	)	$	(22,663	)		1,237,717			11,389
Stock based compensation related to options granted to employees and non-employees		—			—		—		—		203			—			—			203			—			—
Exercise of options and vesting of early exercise		—			—		96		*—		—			—			—			*—			—			—
Issuance of common shares for service		—			—		161,963		*—		2,035			—			—			2,035			—			—
Issuance of common shares related to direct listing		—			—		418,219		*—		*—			—			—			*—			—			—
Exercise of Common Warrants to Common Stock		—			—		4,479		*—		20			—			—			20			—			—
Issuance of Series D convertible preferred stock- net of issuance costs		—			—		—		—		—			—			—			—			324,175			2,679
Conversion of Series E Preferred Stock into Common Stock		—			—		1,477,857		1		6,828			—			—			6,829			(682,770	)		(6,828	)
Exercise of Series D Common Warrants into Common Stock - net of issuance costs		—			—		8,098		*—		93			—			—			93			—			—
Conversion of Series D Convertible Preferred Stock into Common Stock		—			—		19,433		*—		196			—			—			196			(24,000	)		(196	)
Exercise of Series C Common Warrants into Common Stock - net of issuance costs		—			—		1,033,335		*—		3,121			—			—			3,121			—			—
Conversion of Series C Convertible Preferred Stock into Common Stock		—			—		1,367,742		*—		2,309			—			—			2,309			(277,171	)		(2,309	)
Conversion of B-2 Preferred Stock into Common Stock		(607,775	)		*—		607,775		*—		—			—			—			*—			—			—
Conversion of B-3 Preferred Stock into Common Stock		(2,057,103	)		*—		2,057,102		*—		—			—			—			*—			—			—
Common Stock Dividend		—			—		22,109		*—		85			—			(85	)		*—			—			—
Direct Listing Costs		—			—		—		—		(250	)		—			—			(250	)		—			—
Cash Dividend		—			—		—		—		—			—			(136	)		(136	)		—			—
Foreign currency translation adjustments, net of tax		—			—		—		—		—			(27	)		—			(27	)		—			—
Net loss		—			—		—		—		—			—			(6,703	)		(6,703	)		—			—

Balance as of March 31, 2026		14,829,942		$	2		21,074,608	$	2	$	131,196		$	(97	)	$	(146,076	)	$	(14,973	)		577,951			4,735
Balance as of January 1, 2025		26,560,266		$	3		2,963,695	$	1	$	111,509		$	44		$	(128,070	)	$	(16,513	)		—			—
Balance		26,560,266		$	3		2,963,695	$	1	$	111,509		$	44		$	(128,070	)	$	(16,513	)		—			—
Stock based compensation related to options granted to employees and non-employees		—			—		—		—		82			—			—			82			—			—
Exercise of options and vesting of early exercise		—			—		609		*—		*—			—			—			*—						—
Issuance of Series CF preferred stock		1,033,601			*—		—		—		2,476			—			—			2,476			—			—
Foreign currency translation adjustments, net of tax		—			—		—		—		—			(17	)		—			(17	)		—			—
Net income		—			—		—		—		—			—			(2,162	)		(2,162	)		—			—
Net income (loss)		—			—		—		—		—			—			(2,162	)		(2,162	)		—			—
Balance as of March 31, 2025		27,593,867		$	3		2,964,304	$	1	$	114,067		$	27		$	(130,232	)	$	(16,134	)		—			—
Balance		27,593,867		$	3		2,964,304	$	1	$	114,067		$	27		$	(130,232	)	$	(16,134	)		—			—

)Represents less than $1

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

OUR BOND INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

(Unaudited)

	March 31, 2026			March 31, 2025
	Three Months Ended
	March 31, 2026			March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,703	)	$	(2,162	)
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Stock-based compensation		203			82
Depreciation		10			12
Common stock issued for legal and other services		2,035			—
Interest related to Convertible Promissory Notes and Loan Facility		226			368
Changes in operating assets and liabilities:
Accounts receivable		(112	)		850
Prepaid expenses and other current assets		(119	)		(29	)
Accounts payable		607			(356	)
Deferred revenue		(219	)		12
Accrued and other current liabilities		(338	)		(193	)
Net cash flows used in operating activities		(4,410	)		(1,416	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and sell of property and equipment		(11	)		—
Net cash flows used in by investing activities		(11	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Payments as part of related party loans		(555	)		(350	)
Issuance of Series CF-1 Preferred Stock		—			2,535
Issuance of Series CF-1 Preferred Stock fundraising fees		—			(58	)
Issuance of Series D convertible preferred stock		2,950			—
Issuance of Series D convertible preferred stock - issuance costs		(271	)		—
Issuance of Promissory Note		3,000			—
Payment of Promissory Note		(500)
Exercise of Series C Common Warrants		3,356			—
Exercise of Series C Common Warrants - issuance costs		(235	)
Exercise of Series D Common Warrants		100			—
Exercise of Series D Common Warrants - issuance costs		(7	)		—
Exercise of Common Stock Warrants		19			—
Direct Listing Costs		(250)			—
Net cash flows provided by financing activities		7,607			2,127
Effect of exchange rate on cash		(27	)		(17	)
Change in cash, cash equivalents and restricted cash		3,159			694
Cash, cash equivalents, and restricted cash beginning of period		599			726
Cash, cash equivalents, and restricted cash end of period	$	3,758		$	1,420

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net	$	37		$	28
SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION:
Common Stock Dividend	$	85			—
Accounts payable associated with equity financing and unpaid dividends	$	658			—
Common stock issued in connection with a direct listing	$	13,801			—
Conversion of Preferred Stock into Common Stock	$	9,333

The accompanying footnotes are an integral part of these condensed consolidated financial statements.

OUR BOND INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X.

The December 31, 2025 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, but does not include all disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of results of operations and financial position, have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The accompanying financial statements have been prepared on a going concern basis. However, the Company has incurred recurring losses and negative operating cash flows, and its current liabilities exceed its current assets as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management is pursuing several strategies to mitigate these conditions, including capital raising, and believes that these actions will provide the necessary liquidity for at least the next twelve months. Nevertheless, there can be no assurance that such plans will be successfully implemented or yield the intended financial benefits.

Accordingly, there is a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies disclosed in Note 4 - Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

On an on-going basis, we evaluate our estimates, including those related to accounts receivable, cash equivalents and marketable securities, income taxes, litigation, non-marketable equity securities, other contingencies, property, plant, and equipment, revenue recognition, and stock-based compensation. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience. Changes in estimates are recorded prospectively in the period in which they become known. Actual results could significantly differ from those estimates.

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For all other entities, the standard is effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) a new accounting standard requiring disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. We expect to adopt this standard in our fiscal year 2027 annual report. We do not expect the adoption of this standard to have a material impact on our Consolidated Financial Statements other than additional disclosures.

Note 2 – Revenue

Disaggregation of Revenue

The Company recognizes revenue classified in services and other either at a point in time or over time. Revenue by point in time and over time was as follows (in thousands):

Schedule of Disaggregation of Revenue

	March 31, 2026		March 31, 2025
	Three Months Ended
	March 31, 2026		March 31, 2025
SaaS revenue recognized over time	$	363	$	330
Services and other revenue recognized point in time		1,984		1,919
Total revenue	$	2,347	$	2,249

The deferred revenue balance represents payments received for performance obligations not yet satisfied. The following table shows the changes in deferred revenue during the three months ended March 31, 2026, and 2025 respectively (in thousands):

Schedule of Deferred Revenue

	March 31, 2026			March 31, 2025
	Three Months Ended
	March 31, 2026			March 31, 2025
Balance at beginning of period	$	562		$	776
Deferred revenue additions during period		223			262
Revenue recognized during period		(442	)		(271	)
Balance at end of period	$	343		$	767

Revenue recognized during the three months ended March 31, 2026 that was included in deferred revenue as of December 31, 2025 was $299. Revenue recognized during the three months ended March 31, 2025 that was included in deferred revenue as of December 31, 2024 was $260.

Revenue allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, will be recognized within one year or less.

Note 3 – Segment and Geographical Information

The Company’s security solutions are substantially similar in nature and as a result the Company operates as one operating and reportable segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. The CODM evaluates performance based on income (loss) from operations, which is calculated as revenues less cost of sales and operating expenses. This measure excludes interest income (expense), other income (expense) and income taxes. The CODM reviews income (loss) from operations on a monthly basis to assess the Company’s ability to generate earnings from its core activities and to monitor operating efficiency. This analysis includes comparisons of current results to budgeted amounts, prior periods and internal forecasts. Based on these evaluations, the CODM determines whether to adjust operating plans, modify pricing strategies, implement cost-control initiatives or adjust resource levels in specific functional areas. In addition, the CODM uses income (loss) from operations to make decisions about the allocation of resources, including approving capital expenditures, prioritizing research and development initiatives, adjusting headcount in specific departments and determining marketing spend. The CODM also considers this measure when evaluating the performance of the management team and establishing annual incentive compensation targets. Income/loss from operations is the Company’s primary measure of profit or loss, and all costs and expenses categories on the Company’s consolidated statement of operations, as well as stock-based compensation, depreciation and amortization expenses, are significant. Refer to Note 9 for additional information about the Company’s stock-based compensation expense.

Revenue by geographic area is designated based upon the billing location of the customer as follows (in thousands):

Schedule of Revenue by Geographic Area

	March 31, 2026		March 31, 2025
	Three Months Ended
	March 31, 2026		March 31, 2025
United States	$	2,338	$	2,238
Isreal		9		11
Total revenue	$	2,347	$	2,249

Property and equipment by geographic areas was as follows (in thousands):

	March 31,		December 31,
	2026		2025
United States	$	15	$	18
Israel		70		68
France		4		—
Total property and equipment	$	89	$	86

Note 4 – Earnings Per Share

Basic net loss per share is computed by dividing reported net loss by the weighted-average number of common shares outstanding for the reported period. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be antidilutive. Since the Company was in a net loss for all periods presented in these consolidated financial statements, diluted net loss per share was the same as basic net loss per share.

	March 31, 2026			March 31, 2025
	Three Months Ended
	March 31, 2026			March 31, 2025
Numerator:	(in thousands, except per share data)
Net loss attributable to common stockholders	$	(6,703	)	$	(2,162	)
Less: preferred dividends		(221	)		—
Net loss attributable to common shareholders		(6,924	)		(2,162	)
Denominator:
Weighted-average common shares outstanding		16,989			2,964

Net loss per common share	$	(0.41	)	$	(0.73	)

The following potential common share equivalents were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive in the period presented (in thousands):

	March 31,		December 31,
	2026		2025
Convertible preferred stock		15,514		20,782
Common Stock Warrants		25,376		26,421
Preferred Stock Warrants		247		247
Stock options		14,903		7,337
Total potential common stock excluded from net loss per share		56,040		54,787

Note 5 – Balance Sheet Detail

Prepaid expenses and other current assets consisted of the following (in thousands):

	March 31,		December 31,
	2026		2025
Prepaid expenses	$	131	$	37
Other current assets		211		187
Total prepaid expenses and other current assets	$	342	$	224

Property and equipment, net consisted of the following (in thousands):

Schedule of Property and Equipment, Net

	March 31,			December 31,
	2026			2025
Computers and peripheral equipment	$	423		$	411
Office furniture and equipment		46			46
Electronic equipment		290			290
Leasehold improvements		18			18
Property plant and equipment gross		777			765
Less: accumulated depreciation		(688	)		(679	)
Total property and equipment, net	$	89		$	86

Depreciation expenses for the three months ended March 31, 2026 and 2025 amounted to $10 and $12, respectively.

Accrued and other current liabilities was composed of the following (in thousands):

	March 31,		December 31,
	2026		2025
Employee and related accruals	$	693	$	822
Accrued expenses		1,528		1,686
Dividends payable		195		61
Other		27		76
Total accrued and other current liabilities	$	2,443	$	2,645

Note 6 – Loan and Promissory Note

In June 2019 the Company entered into Loan and Security agreement (the “Loan Facility”) in the amount of $9,999. The principal amount outstanding under each Advance shall accrue at the following rate per annum rate equal to the greater of six and one-half percentage points (6.50%) above the Prime Rate of 12.00%, which interest shall be payable monthly. Immediately upon the occurrence and during the continuance of an event of default as defined in the contract, the Obligations shall bear interest at a rate per annum which is four percentage points (4.0%) above the rate that is otherwise applicable thereto. Additionality, concurrently with the grant of the loan, the Company issued warrants to 1,872,993 shares of preference Series A, per value 0.0001$ per share, and exercise price of 0.2803$ per share. The Warrants expiration date was settled as the earlier of (1) the date that is ten (10) years after the original Issue Date, (2) the Initial Public Offering and (3) a Liquid Acquisition.

Between 2021 and 2024, the Loan Facility was amended multiple times to defer and restructure principal and interest payments and extend the applicable forbearance period through the earlier of December 31, 2025 or the closing of a qualifying equity financing.

In November 2023, a total of $3,152 from the loan were converted into 6,466,194 Series B-1 Preferred Stock of $ 0.0001 par value as part of Series B Preferred Stock Purchase Agreement. Additionally, the warrants mentioned above were cancelled and replaced by a new 741,435 Series B-1 warrant, per value 0.0001$ per share, and exercise price of 0.4875$ per share. The Series B-1 Warrants shall be convertible, at the option of the holder, at any time after the date on which such warrant was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the value of the warrant.

On August 6, 2025, the Company entered into a Securities Purchase and Conversion Agreement. Pursuant to the Agreement, the Company converted 50% of its outstanding loan obligations, totaling approximately $6.8 million, into 682,770 shares of its Series E Convertible Preferred Stock (“Series E Preferred”), stated value $10.00 per share. As the fair value of the Series E Preferred Stock issued approximated the carrying value of the debt extinguished, no gain or loss was recognized. The Series E Preferred is convertible into shares of the Company’s common stock and accrues dividends on the stated value thereof at the same rate as the original loan. Dividends are payable, at the Company’s election, in cash or shares of common stock. The initial conversion price for the Series E Preferred is $4.62 per share. Upon the holder of the Company’s Series C Preferred Stock receiving a return of capital in the minimum amount of $8,000,000, the conversion price for the Series E Preferred will adjust to $3.75 per share. Concurrently with the Securities Purchase and Conversion Agreement, the Company entered into a Waiver and Twenty-seventh Amendment to Loan and Security Agreement (the “Amendment”) with the holder of its senior secured debt. Under the Amendment, the remaining approximately $6.8 million in loan obligations are subject to a modified repayment schedule. Upon the earlier of: (i) the Company closing one or more equity financings yielding an aggregate amount of net cash proceeds of at least $20,000,000; or (ii) June 30, 2026, the Company shall make twenty-four (24) consecutive equal monthly installments of principal and interest based on a thirty-six (36) month amortization period, with the balance of the obligation due and payable on the 25th month.

The total interest expenses and accrued interest for the three months ended March 31, 2026 were $226 and $610, respectively, and as for three months ended March 31, 2025, were $350 and $3,158, respectively. Any unpaid interest was accrued as part of the loan.

On March 1, 2026, the Company issued a Promissory Note in the principal amount of $2,500,000. The Promissory Note bears interest at a rate of 10% per annum and matures on September 1, 2026. The Company is required to apply 25% of the net proceeds from any future offerings or issuances of the Company’s securities toward repayment of the Promissory Note until it is paid in full. In the event of default, the Promissory Note will bear interest at a rate of 24% per annum, and any late payments will be subject to a late fee equal to 10% of the overdue amount.

The total interest expenses and accrued interest for the three months ended March 31, 2026 were $21 and $0, respectively.

Note 7 – Related Party

Since the company’s establishment, the company’s founder and CEO has also been the largest investor who participated - either directly or through entities under his control - in all funding rounds in a total amount of approximately $44.67 million.

In 2023, the Company entered into Unsecured Convertible Revolving Promissory Note (the “Note”) with its main shareholder in the amount of up to $3,000. At any time, the Noteholder may, in its sole discretion, lend to the Company from time to time until the first-year anniversary of the Effective Date such amounts as may be requested by the Company in accordance with the terms and conditions of this Note. The principal amount outstanding under this Note from time to time shall bear interest at a rate per annum equal to the Applicable Federal Rate.

During the three months ended March 31, 2026 and 2025, the Company repaid $555 and $350, respectively, of the outstanding balance under the Revolving Promissory Note. As of March 31, 2026 and December 31, 2025, the outstanding balance under the Revolving Promissory Note was $212 and $765, respectively.

The total interest expenses recorded in the three months ended March 31, 2026 and 2025 were $2 and $18, respectively.

Note 8 – Preferred Stock and Common Stock

Stock reverse split

On September 19, 2025, the Company effected a 1-for-3 reverse stock split (the “Reverse Stock Split”), pursuant to which every three shares of the Company’s issued and outstanding common stock were combined into one share of common stock. The par value per share of the common stock remained unchanged at $0.0001. The total number of issued and outstanding shares of common stock was reduced proportionately, and the number of issued preferred shares, warrants, and stock options were adjusted on the same basis. The Reverse Stock Split did not affect the Company’s total stockholders’ deficit and the number of authorized shares remained unchanged. All share amounts have been retroactively adjusted, as if the Reverse Stock Split had occurred at the beginning of all periods presented.

Composition of stock capital

The stock capital of the Company as of March 31, 2026 and December 31, 2025 is comprised of stock of $ 0.0001 par value each, as follows:

	Authorized		Issued and outstanding		Authorized		Issued and outstanding
	March 31, 2026				December 31, 2025
	Authorized		Issued and outstanding		Authorized		Issued and outstanding
Common stock
Common stock voting		200,000,000		21,074,608		200,000,000		10,315,901
Common stock non-voting		50,000,000		—		50,000,000		3,580,499
Total common stock		250,000,000		21,074,608		250,000,000		13,896,400
Preferred stock
Series B-1 preferred stock		25,356,256		8,204,944		25,356,256		8,204,944
Series B-2 preferred stock		27,463,149		1,520,962		27,463,149		2,128,737
Series B-3 preferred stock		21,453,390		5,094,036		21,453,390		7,151,139
Series CF-1 preferred stock		—		—		14,128,084		—
Series CF-2 preferred stock		—		—		2,900,000		—
Series F preferred stock		10,000		10,000		10,000		10,000
Non-designated preferred stock		74,838,083		—		57,127,229		—
Total preferred stock		149,120,878		14,829,942		148,438,108		17,494,820

Common Stock

Common Stock confer upon their holders the right, among others, to participate and vote in the Company’s stockholders meeting, participation in the Company’s distributable earnings and participation in the distribution of the Company’s assets upon its liquidation. The stockholders’ liability is limited to the redemption of the par value of their stock.

Preferred Stock

Preferred stock has been designated into several classes, consisting of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series CF-1 Preferred Stock, Series CF-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock.

The Series C Preferred Stock and the Series D Preferred Stock are not mandatorily redeemable; however, they are contingently redeemable upon the occurrence of certain events that are not solely within the control of the Company. Accordingly, they are classified as temporary equity (mezzanine equity) in the Company’s consolidated balance sheets.

All issued and outstanding shares of the Series CF-1 Preferred Stock, Series CF-2 Preferred Stock and Series E Preferred Stock were converted into shares of the Company’s common stock. As a result, no shares of such series remained issued or outstanding as of March 31, 2026, and the Company withdrew the related Certificates of Designation.

Series B-1, B-2, and B-3 Preferred Stock

Voting rights:

The holders of Series B Preferred Stock are entitled to one vote for each share of Common stock on an as-converted basis and shall vote together, along with holders of other Preferred Stock entitled to vote thereon with the holders of Common Stock as a single class. The holders of the Series B Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote.

Conversion:

Each share of Series B Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into such number of fully paid and non-assessable Common Stock as is determined by dividing the applicable original issuance price by the applicable conversion price in effect at the time of conversion. Each share of Series B Preferred Stock shall automatically be converted into Common Stock immediately upon the earlier of (i) the closing of a Qualified IPO (as such term is defined in the applicable certificate of designation), as such or (ii) written consent or agreement of the majority of the outstanding shares of Preferred Stock voting together on an as-converted to Common Stock basis that are entitled to vote on such matter. In the event that the Company issues any new securities, for a consideration per share lower than the applicable conversion price of the applicable Series B Preferred Stock, the applicable conversion price for the applicable Series B Preferred Stock shall be readjusted to reflect the lower consideration paid for the applicable Series B Preferred Stock as set forth in the applicable certificate of designation.

Liquidation preference:

The Company’s Series B Preferred Stock is entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed as follows: (i) the holders of Series B-1 Preferred Stock and Series B-2 Preferred Stock (along with holders of Series CF Preferred Stock on a pari passu basis) shall be paid before any payment is paid to the remaining stockholders (other than holders of Series C Preferred Stock), of an amount per share equal to two (2) times their original issue price and any unpaid dividend and subsequently (ii) the holders of Series B-3 Preferred Stock shall be paid before any payment is paid to holders of Common Stock and Series F Preferred Stock, of an amount per share equal to two (2) times their original issue price and any unpaid dividend.

Series C Preferred Stock

Voting rights:

The holders of Series C Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate of designation.

Conversion:

Shares of Series C Preferred Stock have a stated value of $10.00 per shares and are convertible to the common stock at a price of $2.0265 per share of common stock. Conversions of Series C Preferred Stock are limited such that no conversion will be allowed to the extent that, immediately following the conversion, the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Company’s issued and outstanding common stock

Liquidation preference:

The holders of Series C Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed to the holders of Series C Preferred Stock first who shall be paid before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series C Preferred Stock into Common Stock immediately prior to the date of such payment.

Dividends:

Holders of Series C Preferred Stock are entitled to dividends payable on the stated value thereof, commencing from on the issuance date, at an annual rate of 8%, payable monthly in arrears on the stated value.

Series D Preferred Stock

Voting rights:

The holders of Series D Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate of designation.

Conversion:

Shares of Series D Preferred Stock have a stated value of $10.00 per shares and are convertible to the common stock at a price of $12.35 per share of common stock. Conversions of Series C Preferred Stock are limited such that no conversion will be allowed to the extent that, immediately following the conversion, the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Company’s issued and outstanding common stock. See also note 12.

Liquidation preference:

The holders of Series D Preferred Stock are entitled to a non-participating liquidation preference. In the event of any liquidation, dissolution or winding up of the Company, assets or proceeds shall be distributed to the holders of Series D Preferred Stock first who shall be paid before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as defined therein) or (ii) the amount the holder would receive if such holder converted such Series D Preferred Stock into Common Stock immediately prior to the date of such payment.

Dividends:

Holders of Series D Preferred Stock are entitled to dividends payable on the stated value thereof, commencing from on the issuance date, at an annual rate of 8%, payable monthly in arrears on the stated value.

Series F Preferred Stock

Voting rights:

The holders of Series F Preferred Stock are entitled to cast 40,000 votes for each one (1) share of Series F Preferred Stock and shall vote together, along with holders of other Preferred Stock entitled to vote thereon, with the holders of Common Stock as a single class. The holders of the Series F Preferred stock shall be entitled to vote on all matters on which holders of Common stock are entitled to vote.

Conversion:

Each share of Series F Preferred Stock shall be convertible, at the option of the holder, at any time after the date on which such stock was issued by the Company, into one (1) share of fully paid and non-assessable Common Stock.

Liquidation preference:

The Company’s Series F Preferred Stock are entitled to participate in any distribution out of the assets of the Company on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, holders of Series F Preferred Stock shall be treated as if all shares of Series F Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Dividends

During the three months ended March 31, 2026, the Company recorded total dividends of $136. As of March 31, 2026, accrued dividends payable were $197.

Issuance of Preferred Stock and Warrants

On June 2025, the Company designated a new class of Series F Preferred Stock consisting of 10,000 authorized shares (the “Series F Preferred Stock”). The Series F Preferred Stock were issued through the conversion of an equivalent number of shares of the Company’s founder and CEO Common Stock on a pre–reverse stock split basis (was not affected by the subsequent reverse stock split) and is entirely held by him. Each share of Series F Preferred Stock entitles the holder to cast 40,000 votes on all matters submitted to the Company’s shareholders or acted upon by written consent. In addition, each three shares is convertible, at the option of the holder, into one share of the Company’s Common Stock. The conversion of the founder and CEO’s Common Stock into Series F Preferred Stock was accounted for as an equity reclassification, as it did not result in a change in control or economic ownership. Accordingly, no gain or loss was recognized.

On June 2025, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Series C SPA”) with a new investor. According to the Series C SPA, Company issued an aggregate of 329,671 shares of Series C Preferred Stock, par value $0.0001 per share, together with warrants to purchase 4,000,000 shares of common stock, for an aggregate consideration of $3,000. Series C Preferred Stock features a stated value of $10.00 per share and is convertible to common stock at a price of $2.0265 per share. The warrants are exercisable at a price of $3.2475 per share, with expiration dates as follows: 1,000,000 warrants have an expiration date of eight (8) months, 1,000,000 warrants have an expiration date of sixteen (16) months, and 2,000,000 warrants have an expiration date of two (2) years from the issuance date. See also note 12.

On July 2025, the Company entered into a listing agreement, under regulation Crowdfunding (also known as Reg CF), whereby the Company agrees to sell securities to eligible investors through the funding portal through special purpose vehicle. On September 2025 the Company closed the financing round, raising a total of $819 and issued 212,033 Series CF-2 Preferred Stock with par value of $0.0001 each, at a price per stock of $2.1234; The total fundraising fees recorded were $56.

On October 15, 2025, all outstanding shares of the Company’s Series CF-1 Preferred Stock and Series CF-2 Preferred Stock were converted into shares of non-voting common stock. Subsequently, on February 2, 2026, all outstanding shares of non-voting common stock were converted into shares of the Company’s voting common stock.

On October 27, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) for the issuance and sale of a total of 549,451 shares of Series D Preferred Stock and warrants to the purchase a total of 25,000,000 shares of common stock. At the initial closing under the SPA on October 27, 2025, the Company issued 109,891 shares of Series D Preferred Stock for consideration of $1,000, together with warrants to purchase a total of 25,000,000 shares of common stock exercisable at a price of $12.35 per share (the “Warrants”), with expiration dates as follows: 16,000,000 warrants have an expiration date of nine (9) months, 3,000,000 warrants have an expiration date of sixteen (16) months, and 6,000,000 warrants have an expiration date of two (2) years from the issuance date. The Warrants may not be exercised on a cashless basis unless, upon the listing of the Company’s common stock on any recognized stock exchange pursuant to an effective registration statement, there is no effective registration statement covering, or no current prospectus available for, the free resale of the warrant exercise shares by the holder. On December 2025, the Company completed three additional closings under the SPA for an aggregate consideration of $1,050, pursuant to which the Company issued an additional 115,385 shares of Series D Preferred Stock. On January 12, 2026, at a fifth closing under the SPA, the Company issued 93,407 additional shares of Series D Preferred Stock for additional consideration of $850. On January 30, 2026, at a sixth closing under the SPA, we issued 131,867 additional shares of Series D Preferred Stock for consideration of $1,200. On February 4, at a final closing under the SPA, the Company issued 98,902 additional shares of Series D Preferred Stock for consideration of $900. Total issuance costs related to the Series D Preferred Stock were $506. See also note 12.

On November 3, 2025, an aggregate of 7,025,651 shares of Series B-2 Preferred Stock were converted into common stock. On November 3, 2025, an aggregate of 7,025,651 shares of Series B-2 Preferred Stock were converted into common stock. In addition, on February 4, 2026, an additional 607,775 shares of Series B-2 Preferred Stock were converted into common stock. All such conversions were completed in accordance with the original terms of the applicable agreements, and accordingly, no gain or loss was recognized upon conversion.

On February 4, 2026, the Company issued 161,963 shares of common stock to certain service providers in exchange for services rendered, for aggregate non-cash consideration of $2,035,000, based on the market value of the common stock at the time of the agreement.

On February 4, 2026, pursuant to the terms of an engagement agreement entered into in connection with the Company’s direct listing, upon (i) the successful consummation of the direct listing and (ii) the closing of financings with aggregate gross proceeds of at least $5.0 million, the Company issued 418,219 shares of common stock to certain designees, representing 0.5% of the Company’s outstanding common stock on a fully diluted basis. The shares were issued as consideration for investment banking and advisory services and had an aggregate value of approximately $33,801,000, based on an implied value of $33.00 per share. The fair value of the shares issued was recorded as an increase to additional paid-in capital, with an offsetting reduction to additional paid-in capital as equity issuance costs related to the direct listing.

On February 5, 2026, all 682,770 outstanding shares of the Company’s Series E Convertible Preferred Stock were converted into 1,477,857 shares of the Company’s common stock in accordance with the terms of the Series E Preferred. Following the conversion, no shares of Series E Preferred remained outstanding.

On March 1, 2026, the Company entered into Amendment No. 1 (the “Amendment”) to a Warrant to Purchase Shares of Common Stock originally issued on October 27, 2025 (the “Warrant”). The Warrant provides for the purchase of up to 16,000,000 shares of the Company’s common stock at an exercise price of $12.35 per share and expires on July 27, 2026. Pursuant to the Amendment, the exercise price for 12,000,000 shares underlying the Warrant was temporarily reduced as follows: (i) $2.25 per share for 4,500,000 shares for a period of 60 days; (ii) $2.75 per share for 3,750,000 shares for a period of 60 days; and (iii) $3.25 per share for 3,750,000 shares for a period of 75 days. Upon expiration of the reduced exercise price periods, the exercise price for the applicable warrants will revert to the original exercise price of $12.35 per share. All other terms and conditions of the Warrant remain unchanged, and the Amendment was effected in accordance with the terms of the applicable agreements; accordingly, no gain or loss was recognized in connection with the transaction. See also note 12.

On March 3, 2026 and March 17, 2026, an aggregate of 2,057,102 shares of Series B-3 Preferred Stock were converted into common stock.

During the three months ended March 31, 2026, holders of Series D preferred stock converted an aggregate of 24,000 shares of Series D preferred stock with a stated value of $10.00 per share into 19,433 shares of common stock at a conversion price of $12.35 per share. In addition, holders of Series C preferred stock converted an aggregate of 277,171 shares of Series C preferred stock with a stated value of $10.00 per share into 1,367,742 shares of common stock at a conversion price of $2.0265 per share.

During the three months ended March 31, 2026, the Company issued 8,098 shares of common stock upon the exercise of warrants from the Series D financing, resulting in aggregate proceeds of approximately $100,010. In addition, the Company issued 1,033,335 shares of common stock upon the exercise of Series C warrants at an exercise price of $3.2475 per share, resulting in aggregate proceeds of approximately $3.35 million. The Company incurred issuance costs of approximately $242,000 related to the warrant exercises.

Note 9 – Stock-Based Compensation

The Equity Incentive Plan provides for the Company to grant ISOs, and NSOs to employees, advisers, and directors. As of March 31, 2026 there were 15,111,193 equity awards authorized including 208,135 awards that were exercised to common stock.

Stock Options

Stock options represent the right to purchase shares of common stock on the date of exercise at a stated exercise price. The exercise price of a stock option generally must be at least equal to the fair market value of the common stock on the date of grant. Options vest over a period of time not to exceed 10 years from the grant date. For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense of $203 and $82, respectively.

The terms of the plan permit certain option holders to exercise options before their options are vested, subject to certain limitations. Upon early exercise, the awards become subject to a restricted stock agreement. The shares of restricted stock granted upon early exercise of the options are subject to the same vesting provisions in the original stock option awards. Shares issued as a result of early exercise that have not been vested are subject to repurchase by the Company upon termination of the purchaser’s employment, at the price paid by the purchaser. Such shares are not deemed to be issued for accounting purposes until they vest.

The following table summarizes the Company’s stock option activity and related information:

Schedule of Stock Option Activity

Number of

Weighted

Average

Exercise Price

Aggregate

Intrinsic Value

SEC Form 10-Q filed by Our Bond Inc.