Our Bond, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. See “Index to Consolidated Financial Statements” which appears on page F-1 of this report. 42 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 2738 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Our Bond, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Our Bond, Inc and subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and statements of cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition As discussed in note 4 to the financial statements, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations. To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2025. The Woodlands, TX March 31, 2026 F- 2 OUR BOND INC. CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands, except per share and share amounts) 2025 2024 December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 599 $ 726 Accounts receivable 1,592 2,232 Prepaid expenses and other current assets 224 435 Total current assets 2,415 3,393 Property and equipment, net 86 105 Total assets $ 2,501 $ 3,498 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 2,588 $ 2,590 Deferred revenue, current 562 776 Related party loan 765 1,870 Current portion of long-term debt 1,555 — Accrued and other current liabilities 2,648 1,967 Total current liabilities 8,118 7,203 Long-term debt, net of current portion 5,657 12,808 Total liabilities 13,775 20,011 Commitments and contingencies (Note 16) - - Mezzanine Equity Convertible Preferred Stock, $ 0.0001 par value; 1,561,892 shares and 0 shares authorized, at December 31, 2025 and December 31, 2024, respectively, 1,237,717 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively 11,389 — Stockholders’ deficit Series preferred stock, $ 0.0001 par value; 148,438,108 shares and 88,400,879 shares authorized, at December 31, 2025 and 2024, respectively, 17,494,820 and 26,560,266 shares issued and outstanding as of December 31, 2025 and 2024 respectively 2 3 Common stock, $ 0.0001 par value; 250,000,000 and 112,000,000 shares authorized at December 31, 2025 and 2024, respectively; 13,896,400 and 2,963,695 shares issued and outstanding as of December 31, 2025 and 2024 respectively 1 1 Additional paid in capital 116,556 111,509 Accumulated other comprehensive income ( 70 ) 44 Accumulated deficit ( 139,152 ) ( 128,070 ) Total stockholders’ deficit ( 22,663 ) ( 16,513 ) Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit $ 2,501 $ 3,498 The accompanying notes are an integral part of these consolidated financial statements. F- 3 OUR BOND INC. CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. dollars in thousands, except per share data) 2025 2024 Years Ended December 31, 2025 2024 Revenue $ 9,972 $ 9,736 Cost of revenues 9,406 9,027 Gross profit 566 709 Operating expenses Research and development 2,526 2,713 General and administrative 5,971 6,162 Sales and marketing 1,321 1,417 Total operating expenses 9,818 10,292 Loss from operations ( 9,252 ) ( 9,583 ) Other income (expense), net: Financial expense, net ( 1,262 ) ( 1,340 ) Income before income taxes ( 10,514 ) ( 10,923 ) Income tax expense 35 94 Net income (loss) $ ( 10,549 ) $ ( 11,017 ) Net loss per share – basic and diluted $ ( 2.23 ) $ ( 3.75 ) Weighted average number of common shares outstanding – basic and diluted 4,969 2,938 The accompanying notes are an integral part of these consolidated financial statements. F- 4 OUR BOND INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (U.S. dollars in thousands) 2025 2024 Years Ended December 31, 2025 2024 Net income (loss) $ ( 10,549 ) $ ( 11,017 ) Foreign currency translation adjustments, net of tax ( 114 ) ( 32 ) Comprehensive loss $ ( 10,663 ) $ ( 11,049 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 OUR BOND INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT 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 Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Deficit Series Preferred Stock (U.S. dollars in thousands) Shares Amount Shares Amount Shares Amount Balance as of December 31, 2023 22,459,576 $ 3 2,923,915 $ 1 $ 103,292 $ 76 $ ( 117,053 ) $ ( 13,681 ) — — Stock based compensation related to options granted to employees and non-employees — — — — 961 — — 961 — — Exercise of options and vesting of early exercise — — 39,780 * — — — — * — — — Issuance of Series B preferred stock 2,050,896 * — — — 3,000 — — 3,000 — — Issuance of Series CF-1 preferred stock 2,049,794 * — — — 4,256 — — 4,256 Foreign currency translation adjustments, net of tax — — — — — ( 32 ) — ( 32 ) — — Net loss — — — — — — ( 11,017 ) ( 11,017 ) — — Balance as of December 31, 2024 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 — — — — 615 — — 615 — — Exercise of options and vesting of early exercise — — 891 * — * — — — * — — Issuance of common shares for service — — 229,650 * — 533 — — 533 — — Issuance of Series CF preferred stock 1,318,671 — — — 2,753 — — 2,753 — — Issuance of Series C convertible preferred stock- net of issuance costs — — — — — — — — 329,671 2,746 Issuance of Series D convertible preferred stock- net of issuance costs — — — — — — — — 225,276 1,815 Issuance of Series F preferred stock 10,000 * — ( 3,334 ) * — — — — — — — Issuance of Series CF-2 Preferred Stock 212,033 — — — 762 — — 762 — — Issuance of Series E Preferred Stock — — — — — — — — 682,770 6,828 Conversion of B-2 Preferred Stock into Common Stock ( 7,025,651 ) ( 1 ) 7,025,651 * — — — — ( 1 ) Conversion of CF-1 and CF2 Preferred Stock into Common Stock non-voting ( 3,580,499 ) * — 3,580,499 * — — — — — Common Stock Dividend — — 99,348 * — 384 — ( 384 ) — Cash Dividend — — — — — — ( 149 ) ( 149 ) Foreign currency translation adjustments, net of tax — — — — — ( 114 ) — ( 114 ) — — Net income — — — — — — ( 10,549 ) ( 10,549 ) — — Net income (loss) — — — — — — ( 10,549 ) ( 10,549 ) — — Balance as of December 31, 2025 17,494,820 $ 2 13,896,400 $ 1 $ 116,556 $ ( 70 ) $ ( 139,152 ) $ ( 22,663 ) 1,237,717 11,389 Balance 17,494,820 $ 2 13,896,400 $ 1 $ 116,556 $ ( 70 ) $ ( 139,152 ) $ ( 22,663 ) 1,237,717 11,389 * )Represents less than $1 The accompanying notes are an integral part of these consolidated financial statements. F- 6 OUR BOND INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands) 2025 2024 Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 10,549 ) $ ( 11,017 ) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Stock-based compensation 615 961 Depreciation 53 58 Common stock issued for legal and other services 533 — Interest related to Convertible Promissory Notes and Loan Facility 1,247 1,506 Changes in operating assets and liabilities: Accounts receivable 639 770 Other accounts receivable and prepaid expenses 105 ( 303 ) Accounts payable ( 110 ) ( 729 ) Deferred revenue ( 214 ) 497 Accrued and other current liabilities 759 100 Net cash flows used in operating activities ( 6,922 ) ( 8,157 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases and sell of property and equipment ( 34 ) ( 62 ) Net cash flows used in by investing activities ( 34 ) ( 62 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from related party loans 451 1,195 Payments as part of related party loans ( 1,605 ) ( 910 ) Issuance of Series B-1 Preferred Stock — 3,000 Issuance of Series CF-1 Preferred Stock 2,799 4,352 Issuance of Series CF-1 Preferred Stock fundraising fees ( 46 ) ( 97 ) Issuance of Series CF-2 Preferred Stock 819 — Issuance of Series CF-2 Preferred Stock fundraising fees ( 57 ) — Issuance of Series C convertible preferred stock 3,000 — Issuance of Series C convertible preferred stock - issuance costs ( 254 ) — Issuance of Series D convertible preferred stock 2,050 — Issuance of Series D convertible preferred stock - issuance costs ( 126 ) — Cash dividends paid ( 88 ) — Net cash flows provided by financing activities 6,943 7,540 Effect of exchange rate on cash ( 114 ) ( 32 ) Change in cash, cash equivalents and restricted cash ( 127 ) ( 711 ) Cash, cash equivalents, and restricted cash beginning of period 726 1,437 Cash, cash equivalents, and restricted cash end of period $ 599 $ 726 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for income taxes, net $ 119 $ 48 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Conversion of Loan Facility to convertible E Preferred Stocks $ 6,828 — Common Stock Dividend $ 384 — The accompanying notes are an integral part of these consolidated financial statements. F- 7 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Nature of Operations Headquartered in New York, NY, Our Bond Inc. (the “Company” or “Bond”) was originally formed in Delaware on April 11, 2017 under the name TG-17, LLC. In 2018, the Company converted its legal structure to a corporation and changed its name to TG-17, Inc. In February 2026, the Company changed its name to Our Bond Inc. The Company and its subsidiaries provide command center and personal security agent services to U.S.-based clients and worldwide. Effective September 16, 2025, the Company reincorporated from the State of Delaware to the State of Nevada pursuant to a plan of conversion approved by its board of directors and stockholders. The reincorporation did not result in any change to the Company’s name, business operations, management, assets, liabilities, or financial statements, other than the Company now being governed by Nevada law. The Company developed a new tier of preventative personal security platform enabled by artificial intelligence combined with security personnel agents who are available 24/7 through the Bond Personal Security phone application. Note 2 – Basis of Presentation These consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year presentation. These changes in presentation do not affect previously reported results. 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 December 31, 2025. 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. 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. F- 8 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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. Functional Currency in U.S. Dollars The functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. The transactions and balances of the Company denominated in U.S. dollars (“dollars”) are presented at their original amounts. Non-dollar transactions and balances have been re measured to U.S. dollars in thousands in accordance with Accounting Standards Codification No. 830, “Foreign Currency Matters” (“ASC 830”). Accordingly, amounts in currencies other than U.S. dollars have been translated as follows: Monetary balances - at the exchange rate in effect on the balance sheet date. Non-monetary balances - at the historical rate in effect as of the date of recognition of the transaction. Costs - at the exchange rate in effect as of the date of recognition of the transaction. All transaction exchange gains and losses from the remeasurement mentioned above are reflected in the statement of operations in financial income, net Note 3 – Recent 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. F- 9 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 4 – Significant Accounting Policies Risks and Uncertainties Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company believes that the quality of financial instruments minimizes the exposure to concentration of credit risk. The Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which may exceed insurance limits set by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not historically experienced any losses due to such concentration of credit risk. The Company has no significant off-balance sheet risk, such as foreign exchange contracts, options contracts, or other hedging arrangements. The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company’s exposure to credit risk for accounts receivable is indicated by the carrying value of its accounts receivable. The Company does not require customers to provide collateral to support accounts receivable. If deemed necessary, credit reviews of significant customers may be performed prior to extending credit. The determination of a customer’s ability to pay requires judgment, and failure to collect from a customer can adversely affect revenue, cash, and net earnings. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collections consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. The Company currently does not have an allowance for credit losses and expects to collect the full balance of accounts receivable. Customer Concentration Revenue from significant customers, meaning those representing 10 % or more of total revenue, was composed of two customers accounting for 51 % and 19 % of the Company’s revenue for the year ended December 31, 2025. One customer accounted for 63 % of the Company’s revenue for the year ended December 31, 2024. Accounts receivable from significant customers, those representing 10 % or more of the total accounts receivable, was composed of two customers accounting for 52 % and 31 % of the Company’s accounts receivable balance as of December 31, 2025. One customer accounted for 69 % of the Company’s accounts receivable balance as of December 31, 2024. Other Risks and Uncertainties The Company is subject to certain other risks and uncertainties, including, but not limited to, changes in any of the following areas that the Company believes could have a material adverse effect on its future financial position or results of operations: the Company’s ability to advance the development its products; market acceptance of its products; competition from other companies with greater financial resources or expertise; protection of intellectual property; litigation or claims brought by or made against the Company relating to intellectual property or other factors; and its ability to attract and retain employees necessary to support its growth. F- 10 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company’s business and operations may be affected by worldwide economic conditions, which may continue to be impacted by global macroeconomic challenges, such as the effects of the uncertainty in the financial markets, including disruptions in the banking industry and inflationary trends. Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , which provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. The Company provides comprehensive security solutions. The company’s flagship offering is a cloud-based Software-as-a-Service (SaaS) that delivers a preventative personal security solution platform. Additionally, the Company offers comprehensive and customized services designed to protect clients. These services include, but not limited to, on/off premise guards, assets protection, threat assessments and monitoring and other tailored made security services. Revenue is recognized either over time or at a point in time, depending on the nature of each customer’s agreement. For its subscription-based SaaS solution through the Company’s platform, revenue is typically recognized over time as services are delivered. In contrast, for performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied at a point of time. We group the above services offerings into one broad category which generates all of Company’s revenue through, primarily, the following sales: ● B2B (or B2G): selling to private or public institutions who use the services in order to protect their people (employees, students, residents, etc.). ● B2B2C: selling through or to corporations so they can sell/subsidize/gift Bond services for their own consumers. ● DTC: selling directly to consumers. The Company combines and accounts for multiple contracts as a single contract when they are negotiated together with the same customer at or near the same time in order to achieve a single commercial objective, or when the contracts are related in other ways. Transaction price may be comprised of fixed consideration and variable consideration. The Company’s contracts are typically for fixed consideration. For all contracts with customers that have more than one performance obligation, the Company allocates the transaction price to each separate performance obligation based on the relative SSP of each performance obligation. The SSP is typically the price at which the Company sells service separately to a customer. The best evidence of an SSP, if available, is the observable price charged in similar circumstances and to similar customers. If an SSP is not directly observable, the Company estimates SSP using various observable inputs including historical internal pricing data and cost-plus expected margin analysis due to the limited standalone sales history. F- 11 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Customers engaging in a business-to-business (B2B) arrangement are not entitled to any refunds and remain contractually obligated for the entire duration specified in the agreement. In DTC offering, if a customer does not wish to continue being charged on a recurring monthly or annual basis, they can cancel the applicable paid service before the end of the current billing term and the member will receive a prorated refund for the unused portion of the subscription. Cash and Cash Equivalents Cash equivalents include short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of three months or less. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, restricted cash and short-term deposit, other accounts receivable, trade payables, other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820, “Fair Value Measurements and Disclosures” establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 inputs are quoted prices in active markets for identical assets and liabilities; ● Level 2 inputs, inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or ● Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Accounts Receivable The Company has trade receivables which are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of accounts receivable on a regular basis based on economic assessment of market conditions and review of customer financial history. The Company have a history of 100 % collection and there was no allowance for credit losses recorded as of December 31, 2025 and 2024. F- 12 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss are included in loss from operations in the period of disposal. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the property and equipment as follows: Schedule of Estimated Useful Lives Property and Equipment Asset Category Useful Life (Years) Computer equipment 3 Furniture and fixtures 14 Electronic equipment 3 – 7 Leasehold improvements Lesser of estimated useful life or remaining lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets, including property and equipment and right-of-use assets, for indicators of impairment. If events or changes in circumstances indicate impairment, the Company measures recoverability by a comparison of the asset’s carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. When quoted market prices are not available, the Company uses the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset as an estimate of fair value. No impairment of long-lived assets was identified for the years ended December 31, 2025 and 2024. F- 13 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Research and Development Costs Research and development costs are expensed in the period incurred. Research and development expenses primarily consist of costs incurred in performing research and development activities and include salaries, stock-based compensation, employee benefits, system qualification and testing incurred before releasing new system designs into production, depreciation and amortization, professional services fees, and facilities expenses. The Company expenses software development costs before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Severance Pay All the Israeli Company’s employees elected to be included under Section 14 of the Israeli Severance Compensation Act, 1963 (“Section 14”). According to Section 14, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments (under the above Israeli Severance Compensation Law) in respect of those employees. These deposits are not recorded as an asset in the Company’s balance sheet. Income Taxes The Company applies the provisions set forth in FASB ASC Topic 740, Income Taxes, to account for the uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of income tax laws. The taxing authorities may challenge these positions, and the resolution of the matters could result in recognition of income tax expense in the Company’s consolidated financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company uses the “more likely than not” criterion for recognizing the income tax benefit of uncertain income tax positions and to establish measurement criteria for income tax benefits. The Company has evaluated the impact of its tax positions and believes its income tax filing positions and deductions will be sustained upon examination. Accordingly, no reserves for uncertain income tax positions or related accruals for interest and penalties have been recorded as of December 31, 2024. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense. The Company’s net deferred income tax assets as of December 31, 2025, and December 31, 2024, were $ 27,630,000 and $ 25,090,000 , respectively, which have been fully offset by a valuation allowance, as their realization is not reasonably assured. These deferred income tax assets consist primarily of net operating losses and R&D tax credits that may be carried forward to offset future income tax liabilities. The Company has federal and state net operating loss carryforwards of approximately $ 93,087,000 and $ 70,316,000 , respectively, as of December 31, 2025. Federal net operating losses may be carried forward indefinitely. The state net operating loss carryforwards begin to expire in 2035. As of December 31, 2025, the Company also had federal research and development income tax credits of approximately $ 350,000 . The federal tax credits may be carried forward until 2039. Section 382 and 383 of the Code limits the annual use of net operating loss and income tax credit carryforwards, respectively. In addition, Section 382 further limits the use of net operating losses in certain situations where changes occur in the stock ownership of a company. F- 14 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS If the Company should have an ownership change of more than 50 % of the value of the Company’s capital stock, utilization of these net operating loss carryforwards could be restricted. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company is subject to examination by the Internal Revenue Service, or IRS, and various state tax authorities. The Company remains subject to examination of its federal income tax returns and various state income tax returns for the periods since inception. For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to IRC Section 174. Section 174 requires taxpayers to capitalize research and development costs and amortize them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research. During the year ended December 31, 2024, the Company capitalized research and development expenses under Section 174. Although Congress is considering legislation that would reinstate and extend Section 174 expensing for certain research and experimental expenditures, the possibility that this will happen is uncertain. On July 4, 2025, H.R. 1, commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law, enacting significant changes to the U.S. federal tax code with various effective dates from 2025 to 2027. The OBBBA introduced several provisions that may affect our future financial results, including an elective deduction for domestic research expenditures, and reinstatement of elective 100% first-year bonus depreciation, among other provisions. The Company recognized the effects of the OBBBA provisions on our financial results to the extent they are applicable to the year ended December 31, 2025. Stock-Based Compensation The Company adopted the fair value recognition provisions of Accounting Standards Codification No. 718, “Share-Based Payment” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations. The Company estimates the fair value of stock options granted using the Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. For employees, the expected term is calculated using the plain vanilla formula as there is not sufficient historical information to provide a clear basis for a different calculation. Expected volatility was calculated based on similar publicly traded companies which operate in the same industry. The risk-free interest rate is based on the yield from U.S. treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in 2025 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Schedule of Black-Scholes Option Pricing Model Weighted Average Assumptions 2025 2024 Risk-free interest 3.86 % 4.57 % Dividend yields 0% 0% Volatility 39.57 - 45.07 % 45.09 - 45.81 % Expected option term (years) 5.00 - 6.65 5.00 - 6.12 F- 15 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Net Income per Share Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share. Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company’s wholly owned subsidiaries in Isreal, U.K. and France are the New Israeli Shekel, Pound Sterling and Euro, respectively. Accordingly, asset and liability accounts of the subsidiaries are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income in the consolidated balance sheet. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss and were $ 114 and $ 32 during the years ended December 31, 2025 and 2024, respectively. Foreign currency transaction gains and losses are included in financial expense, net, in the consolidated statements of operations and comprehensive loss and were not material during the years ended December 31, 2025 and 2024. Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the financial statements in the period in which they are recognized. Comprehensive gain or loss is defined as a change in equity of a business enterprise during a period, resulting from transactions and other events and circumstances from non-owner sources. The Company’s currency translation adjustment is the components of other comprehensive income (loss) that is excluded from the reported net income (loss) for all periods presented. Note 5 – 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 2025 2024 Years Ended December 31, 2025 2024 SaaS revenue recognized over time $ 1,528 $ 1,432 Services and other revenue recognized point in time 8,444 8,304 Total revenue $ 9,972 $ 9,736 F- 16 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The deferred revenue balance represents payments received for performance obligations not yet satisfied. The following table shows the changes in deferred revenue during the years ended December 31, 2025, and 2024 respectively (in thousands): Schedule of Deferred Revenue 2025 2024 Years Ended December 31, 2025 2024 Balance at beginning of period $ 776 $ 279 Deferred revenue additions during period 1,094 1,326 Revenue recognized during period ( 1,308 ) ( 829 ) Balance at end of period $ 562 $ 776 Revenue recognized during the year ended December 31, 2025 that was included in deferred revenue as of December 31, 2024 was $ 698 . Revenue recognized during the year ended December 31, 2024 that was included in deferred revenue as of December 31, 2023 was $ 279 . 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 6 – 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 12 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 2025 2024 Years Ended December 31, 2025 2024 United States $ 9,924 $ 9,736 Isreal 34 — France 14 — Total property and equipment $ 9,972 $ 9,736 F- 17 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Property and equipment by geographic areas was as follows (in thousands): Schedule of Property and Equipment by Geographic Area 2025 2024 Years Ended December 31, 2025 2024 United States $ 18 $ 29 Isreal 68 76 Total property and equipment $ 86 $ 105 Note 7 – 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. Schedule of Earnings Per Share Basic and Diluted 2025 2024 Years Ended December 31, 2025 2024 Numerator: (in thousands, except per share data) Net loss attributable to common stockholders $ ( 10,549 ) $ ( 11,017 ) Less: preferred dividends ( 533 ) — Net loss attributable to common shareholders ( 11,082 ) ( 11,017 ) Denominator: Weighted-average common shares outstanding 4,969 2,938 Net loss per common share $ ( 2.23 ) $ ( 3.75 ) The following potential common share equivalents were excluded from the calculation of diluted net income per share in FY 2025 because their effect would have been anti-dilutive in the period presented (in thousands): Schedule of Antidilutive Securities Earnings Per Share 2025 2024 Years Ended December 31, 2025 2024 Convertible preferred stock 20,782 26,560 Common Stock Warrants 26,421 — Preferred Stock Warrants 247 247 Stock options 7,337 5,027 Total potential common stock excluded from net loss per share 54,787 31,834 Note 8 – Balance Sheet Detail Prepaid expenses and other current assets consisted of the following (in thousands): Schedule of Prepaid Expenses and Other Current Assets 2025 2024 Years Ended December 31, 2025 2024 Prepaid expenses $ 37 $ 20 Receivables for Investment — 312 Other current assets 187 103 Total prepaid expenses and other current assets $ 224 $ 435 F- 18 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Property and equipment, net consisted of the following (in thousands): Schedule of Property and Equipment, Net 2025 2024 Years Ended December 31, 2025 2024 Computers and peripheral equipment $ 411 $ 377 Office furniture and equipment 46 46 Electronic equipment 290 290 Leasehold improvements 18 18 Property plant and equipment gross 765 731 Less: accumulated depreciation ( 679 ) ( 626 ) Total property and equipment, net $ 86 $ 105 Depreciation expenses for the years ended December 31, 2025 and 2024 amounted to $ 53 and $ 58 , respectively. Accrued and other current liabilities was composed of the following (in thousands): Schedule of Accrued and Other Current Liabilities 2025 2024 Years Ended December 31, 2025 2024 Employee and related accruals $ 822 $ 627 Accrued expenses 1,686 1,271 Dividends payable 61 - Other 79 69 Total accrued and other current liabilities $ 2,648 $ 1,967 Note 9 – Loan 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 . In January 2021 the Loan Facility agreement was amended (“First Amendment”) to restructure the payments due on February 2021 to be deferred until May 1, 2021, at which time such deferred payments shall be due in full. In June 2021 the Loan Facility agreement and First Amendment (collectively, the “Loan Facility”) were further amended (“Second Amendment”) to restructure the payments due on May 2021 to January 2022 (collectively, the “Deferred Payments”). Company shall repay Deferred Payments including principal amount in twenty-two (22) consecutive equal monthly payments as to the first $ 5,000 advance and twenty-five (25) consecutive equal monthly payments as to the second $ 5,000 advance. F- 19 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In years 2022-2024 the Loan Facility agreement was further amended to restructure the payments due on January 2022 to December 2024.The forbearance period was extended until the earlier of December 31, 2025 and Company’s closing of an equity financing of at least $ 20,000 where all Deferred Payments including principal shall be repay in twenty-two (22) consecutive equal monthly payments as to the first $ 5,000 advance and twenty-five (25) consecutive equal monthly payments as to the second $ 5,000 advance. 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. See also notes 11 and 15 . The total interest expenses and accrued interest for the year ended December 31, 2025 were $ 1,231 and $ 384 , respectively, and as for year ended December 31, 2024, were $ 1,505 and $ 2,808 , respectively. Any unpaid interest was accrued as part of the loan. F- 20 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 10 – 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 2025, Company received a total of $ 451 and repaid $ 1,605 from the outstanding balance. During 2024, Company received a total of $ 1,110 and repaid $ 910 from the outstanding balance. As of December 31, 2025 and 2024, the Revolving Promissory Note outstanding balance was $ 765 and $ 1,870 , respectively. The total interest expenses recorded in 2025 and 2024 were $ 48 and $ 85 , respectively. Note 11 – 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 December 31, 2025 and 2024 is comprised of stock of $ 0.0001 par value each, as follows: Schedule of Composition of Stock Capital Authorized Issued and outstanding Authorized Issued and outstanding December 31, 2025 December 31, 2024 Authorized Issued and outstanding Authorized Issued and outstanding Common stock Common stock voting 200,000,000 10,315,901 112,000,000 2,963,695 Common stock non-voting 50,000,000 3,580,499 — — Total common stock 250,000,000 13,896,400 112,000,000 2,963,695 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 2,128,737 27,463,149 9,154,388 Series B-3 preferred stock 21,453,390 7,151,139 21,453,390 7,151,139 Series CF-1 preferred stock 14,128,084 — 14,128,084 2,049,795 Series CF-2 preferred stock 2,900,000 — — — Series F preferred stock 10,000 10,000 — — Non-designated preferred stock 57,127,229 — — — Total preferred stock 148,438,108 17,494,820 88,400,879 26,560,266 F- 21 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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. 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. F- 22 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 CF-1 and CF-2 Preferred Stock Voting rights: The holders of Series CF Preferred Stock are not entitled to any voting rights. Conversion: Each share of Series CF 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 shares of Non-Voting Common Stock as is determined by terms of the applicable certificates of designation. Each share of Series CF Preferred Stock shall automatically be converted into Non-Voting Common Stock immediately upon the earlier of (i) the closing of a Qualified IPO (as such term is defined in our applicable certificate of designation), 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. All Non-Voting Common Stock, issued or issuable upon the conversion of Series CF-1 Preferred Stock and Series CF-2 Preferred Stock, will automatically convert to Common Stock concurrently with the listing of the Company on the Nasdaq Stock Exchange. Liquidation preference: The Company’s Series CF 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 as follows: (i) the holders of Series CF Preferred Stock (along with holders of Series B-1 Preferred Stock and Series B-2 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. 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 F- 23 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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. F- 24 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 E Preferred Stock Voting rights: The holders of Series E 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 E Preferred Stock have a stated value of $ 10.00 per share and are convertible into shares of common stock at a price per share of common stock of: (i) $ 4.62 per share, prior to the Ascent Minimum Recovery Date (as defined under the Series E certificate of designation), and (ii) $ 3.75 per share at all times after to the Ascent Minimum Recovery Date. The certificate of designation provides a limitation on conversion in the event the holder, its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of the Common Stock upon such conversion. Liquidation preference: The holders of Series E 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 first to holders of Series E Preferred Stock on an equal basis with the holders of Series C Preferred Stock and Series D Preferred Stock. Dividends: Holders of Series E Preferred Stock are entitled to dividends payable on the stated value thereof, commencing from on the issuance date, at an annual rate of the greater of: (i) the prime rate, plus 6.5%, or (ii) 12%, payable monthly in arrears on the stated value. At the option of the company, dividends may be paid in cash or in shares of common stock valued at the conversion price . F- 25 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Redemption requirements: The Company will be required to redeem outstanding shares of Series E Preferred Stock in cash upon the occurrence of certain redemption triggering events defined in the certificate of designation as follows: (a) Upon the Company’s receipt of a cumulative total of not less than $ 10 million in net proceeds from the issuance of new equity securities, the Company shall redeem outstanding shares of Series E Preferred Stock having $ 1 million in total stated value; (b) Upon the Company’s receipt of a cumulative total of not less than $ 20 million in net proceeds from the issuance of new equity securities, the Company shall redeem additional outstanding shares of Series E Preferred Stock having $ 2 million in total stated value; (c) Upon the Company’s receipt of a cumulative total of not less than $ 30 million in net proceeds from the issuance of new equity securities, the Company shall redeem additional outstanding shares of Series E Preferred Stock having $ 2 million in total stated value; and (d) Upon the Company’s receipt of a cumulative total of not less than $ 40 million in net proceeds from the issuance of new equity securities, the Company shall redeem all remaining issued and outstanding shares of Series E Preferred Stock at the total stated value thereof. Additionally, the Company, at its sole discretion, can redeem, in whole or in one or more parts, outstanding shares of Series E Preferred Stock in cash by payment to the holder of the stated value thereof, plus all accrued but unpaid dividends thereon. 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. F- 26 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dividends During the year ended December 31, 2025, the Company accrued dividends of $149 related to its Series C and Series D Preferred Stock. Of this amount, $88 thousand was paid in cash and $61 thousand remained accrued and unpaid as of December 31, 2025. Issuance of Preferred Stock and Warrants On November 2023, the Company entered into a Series B Preferred Stock Purchase Agreement (the “Series B SPA”) with new and existing investors. According to the Series B SPA, the Company issued 6,154,723 Series B-1 Preferred Stock for total consideration of $ 3,006 with par value of $ 0.0001 each, at a price per stock of $ 0.48751 ; In 2024 the Company had five additional closings for a total consideration of $ 3,000 and issued 6,152,684 Series B-1 Preferred Stock with par value of $ 0.0001 each, at a price per stock of $ 0.48751 . On June 2024, 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 April 2025 the Company closed the financing round, raising a total of $ 2,031 and issued 2,869,954 Series CF Preferred Stock with par value of $ 0.0001 each, at a price per stock of $ 0.707810 . Of the total, $ 797 of the proceeds were received and 995,157 shares we issued in 2025. The total fundraising fees recorded were $ 140 . On September 2024, in parallel to Reg CF and under the same terms, the Company started to offer and sell securities under rule 506(c) of regulation D to accredited investors. On June 2025 the Company closed the financing round, raising a total of $ 5,120 and issued 7,234,063 Series CF Preferred Stock with par value of $ 0.0001 each, at a price per stock of $ 0.707810 . Of the total, $ 2,096 of the proceeds were received and 2,960,856 shares we issued in 2025. 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 $ 0.6755 per share. The warrants are exercisable at a price of $ 1.0825 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 . F- 27 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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. 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. During the year ended December 31, 2025, the Company issued an aggregate of 99,348 shares of its common stock as stock dividends. See also note 9. On October 15, 2025, all outstanding shares of Series CF-1 preferred and Series CF-2 Preferred Stock were converted into non-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. In 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. See also note 15. On November 3, 2025, an aggregate of 7,025,651 shares of Series B-2 Preferred Stock were converted into common stock. Note 12 – Stock-Based Compensation The Equity Incentive Plan provides for the Company to grant ISOs, and NSOs to employees, advisers, and directors. As of December 31, 2025 there were 7,336,803 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 years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $ 615 and $ 961 , respectively. F- 28 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Life Outstanding as of December 31, 2024 5,028,134 $ 0.57 $ 3,737,966 9.30 Granted 2,372,814 $ 1.17 $ - - Exercised during period 891 $ 0.42 - - Forfeited 16,190 $ 0.97 $ - - Expired 47,064 $ 1.35 - - Outstanding as of December 31, 2025 7,336,803 $ 0.76 $ 3,716,928 8.71 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s shares of common stock for those options that had exercise prices lower than the fair value of the Company’s shares of common stock. The weighted-average grant date fair value of options granted was $ 1.17 and $ 0.42 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the total remaining unrecognized compensation expense related to non-vested stock options was $ 1,087 and $ 411 , respectively, which will be amortized over the weighted-average period of 3.54 years and 1.59 years, respectively. The fair value of each option award is determined on the date of grant using the Black-Scholes option-pricing model. The calculation of fair value includes several assumptions that require management’s judgment. The absence of a public market for the Company’s common stock requires the Company’s board of directors with assistance from management and external valuation experts, to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by using a reasonable method of valuation and considering several objective and subjective factors, including obtaining contemporaneous independent third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common stock, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. F- 29 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The estimated fair value of stock options was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions: Schedule of Stock Options Valuation Assumptions Years Ended December 31, 2025 2024 Expected term of options (years) 5.00 - 6.65 5.00 - 6.12 Expected volatility (%) 39.57 - 45.07 45.09 - 45.81 Risk-free interest rate (%) 3.86 4.57 Expected dividend yield (%) — — Expected term: The expected term of the stock options represents the period of time stock options are expected to be outstanding and is based on the “simplified method.” Under this method, the term is estimated using the midpoint between the requisite service period and the contractual term of the option. This method is used due to the lack of sufficient historical exercise data. Expected volatility: The expected volatility is a measure of the amount by which a financial variable, such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have a sufficient history of its own volatility, the Company has identified several public entities of similar complexity and industry and calculates historical volatility based on the volatilities of these companies. Risk-free interest rate: The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield: No dividends on common stock have been paid or expected to be paid by the Company. Total stock-based compensation expense for years ended December 31, 2025 and 2024 was as follows (in thousands): Schedule of Stock Based Compensation Expenses 2025 2024 Years Ended December 31, 2025 2024 Cost of sales 16 4 Research and development 100 153 Sales and marketing 22 115 General and administrative 477 689 Total stock-based compensation expense 615 961 shares issued for services In June 2025, the Company issued 229,650 shares of common stock in exchange for services with an aggregate fair value of approximately $ 533 . The fair value of the shares issued was determined based on recent third-party valuation. Note 13 – Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F- 30 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Net deferred tax items consist of the following components as of December 31, 2025 and 2024 (in thousands): Schedule of Components of Deferred Tax Assets Years Ended December 31, 2025 2024 Deferred tax assets: Net operating loss carryover $ 19,548 $ 17,736 Net operating loss carryover - States 4,721 4,471 R&D credit carryforward 350 325 Stock-based compensation 500 390 R&D capitalization 2,537 2,210 Other 22 6 Deferred tax liabilities Depreciation ( 48 ) ( 48 ) Other — — Valuation allowance ( 27,630 ) ( 25,090 ) Net deferred tax asset $ — $ — The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the year ended December 31, 2025 due to the following (in thousands): Schedule of Reconciliation of Statutory Federal Income Tax Rate 2025 2024 Years Ended December 31, 2025 2024 Book income (loss) $ ( 2,239 ) $ ( 2,320 ) Non deductible other expenses (M&E 50 % and penalties) 1 1 State income taxes, net of federal tax benefit ( 295 ) ( 246 ) Valuation allowance 2,540 2,565 Total Income Tax Provision $ — $ — At December 31, 2025, the Company had net operating loss carryforwards of approximately $ 93 million that may be offset against future taxable income varying from the year 2025 through indefinitely. No tax benefit has been reported in the December 31, 2025, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. NOLs arising in tax years beginning in 2018 may be carried forward indefinitely. Note 14 – Commitments and Contingencies In August 2018, The Israeli subsidiary entered into a lease agreement for a 60-month period beginning January 1, 2019. The subsidiary may terminate the lease agreement on December 31 of each year with 6-month advance written notice to the lessor. If the subsidiary to terminate the lease agreement at the first 48-month period, then an exit penalty of $241 will apply . F- 31 OUR BOND INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In May 2021, the lease agreement was amended where Subsidiary and lessor agreed to convert fifty percent from February-December 2021 monthly rent payments into fully vested warrants to purchase 56,325 shares of the Company’s common stock issuable upon exercise of this warrant and exercise price of 0.0001 $ per share. The warrants will expire on April 30, 2026 . In August 2021, the lease agreement was further amended where the Subsidiary and lessor agreed to convert fifty percent from 2022 monthly rent payments into a warrants to purchase 63,015 shares of the Company’s common stock issuable upon exercise of this warrant and exercise price of 0.0001 $ per share. The warrants will expire on September 30, 2026. On August 22, 2024 the warrants were exercised by the lessor and accordingly, 119,340 common Stock were issued. In July 2022, the Israeli Subsidiary gave the lessor advanced notice of its intention to exercise the exit point on December 31, 2022, while negotiating the fifth-year terms. The parties were unable to reach agreements and in July 2023 the subsidiary vacated the leased premises. In February 2025 a lawsuit was filed against the Company for a total of $ 1,600 . Given the preliminary stage in which the lawsuit is at, the Israeli Subsidiary lawyers cannot reasonably assess the likelihood of the claims to be accepted. The company accounted for $ 1,600 and the amount is included in Accrued and other current liabilities. Note 15 – Subsequent Events 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, we issued 98,902 additional shares of Series D Preferred Stock for consideration of $ 900 . Issuance costs associated with these closings were $ 306 , bringing the total issuance costs related to the Series D Preferred Stock to $ 506 . On February 4, 2026, the Company’s common stock began trading on the NASDAQ under the ticker symbol “OBAI” in connection with the Company’s direct listing. In a direct listing, the Company did not issue new shares and did not receive any proceeds from the 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. Also on March 1, 2026, the Company issued a Promissory Note in the principal amount of $ 2,500,000 (the “Note”). The 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 Note until it is paid in full. In the event of default, the 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 Company has evaluated all transactions through March, 31, 2026, the date these consolidated financial statements were available to be issued and has determined that there are no other events, other than the following, that would require disclosure in or adjustment to these financial statements. F- 32 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures. None.