Our Bond, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024. Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of the period ended December 31, 2025 the Company’s disclosure controls and procedures were effective. Management’s Annual Report on Internal Control Over Financial Reporting Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this evaluation, our senior management has concluded that the Company’s internal controls over financial reporting were effective for the period ended December 31, 2025. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 43 PART III Item 10. Directors, Executive Officers, and Corporate Governance. Directors and Executive Officers The following table sets forth information on our executive officers and directors as of the filing of this Report. The terms of service for each of our directors expires at our next annual meeting of shareholders or until their successors are duly elected and qualified. Name Age Position Doron Kempel 61 Chairman of the Board, Chief Executive Officer and Director Amit Hod 41 Chief Financial Officer and Director Joseph DeSalvo 59 Head of Global Security Michael Lambert 52 Head of Commercial Operations Adam Draizin 55 Independent Director Paul Morin 80 Independent Director Randy Boutin 56 Independent Director Family Relationships There are no family relationships between our executive officers and members of our Board. Business Experience of Directors and Executive Officers Information About Our Executive Officers Doron kempel - Chairman of the Board, Chief Executive Officer and Director Doron Kempel is Chairman, CEO and a non-independent director at Bond. Prior to founding Bond in 2017, Doron was Founder and CEO of SimpliVity Corporation, which pioneered hyper converged IT infrastructure, a novel cloud architecture that radically simplified IT infrastructure and was eventually acquired by HPE. Previously, was co-founder, Chairman and CEO at Diligent Technologies, which was eventually acquired by IBM. Doron holds an MBA from Harvard Business School, as well as Law and Philosophy degrees from Tel-Aviv University. Additionally, he served for approximately ten (10) years in the Israeli Defense Forces. Amit Hod - Chief Financial Officer and Director Amit Hod is Chief Financial Officer and a non-independent director at Bond. In this role, he leads the company’s daily activities across functions such as finance, IT, and regulatory compliance. Prior to Bond, Amit was the Chief Financial Officer at BCM where he led the company’s acquisition. Before, he was a senior auditor at PwC, managing financial audits of start-ups in the high-tech and online arenas, private and listed companies. Amit holds a B.A in accounting and information technologies and M.A in law. Additionally, he served for eight (8) years in the ministry of defense. 44 Joe DeSalvo – Head of Global Security Joseph DeSalvo was most recently Chief Security Officer of Blackstone and has more than twenty (20) years of experience in corporate security and investigations. Based in New York, he oversaw security for Blackstone’s facilities, employees and assets, business continuity, crisis management, duty of care and executive protection for all offices globally. A former FBI Special Agent and United States Army veteran, Mr. DeSalvo has held similar roles at Charles Schwab & Co., Bankers Trust Company and Iron Mountain. Mr. DeSalvo earned his MBA from the University of Hartford, and he holds executive leadership certifications from Georgetown University and the Kellogg School of Management at Northwestern University. Michael Lambert – Head of Commercial Operations Michael Lambert is Head of Commercial Operations at Bond. A multilingual enterprise sales leader with an unbroken string of organizational success stories, Michael is a board-facing executive who joined Bond most recently from Vectra AI, a pre-IPO cybersecurity market disruptor, where he established and grew the top-performing regional sales team globally. Prior to this, Michael was the VP/GM of the Americas at MSC Software, leading a cross-functional team through a turnaround success that enabled the company to exit private equity with an attractive multiple. Formative sales experiences at PTC and IBM prepared him to step into the MSC role. Michael spent five (5) years active duty in the US Marine Corps after he graduated with honors from the US Naval Academy. He speaks, reads and writes Japanese and Spanish. Non-Management Directors Adam Draizin - Director Adam Draizin is an independent director at Bond and the Audit Committee Chair. In this role, he oversees the integrity of financial reporting, effectiveness of internal controls and the performance of internal and external auditors. He is a private equity investor and advisor wherein he manages a diverse investment portfolio across multiple sectors and has served on boards of both, private and public companies, offering governance oversight and growth-focused advisory. Before, he was the Co-Founder and an executive officer at Verra Mobility (formerly American Traffic Solutions), managing the fleet services division and building the leading toll and violation management platform. Additionally, he served for six (6) years as the CFO of Verra Mobility. Adam holds an M.B.A from Harvard Business School, as well as a History degree from Washington University in St. Louis. Paul Morin - Director Paul Morin is an independent director at Bond and the Compensation Committee Chair. In this role, he leads the oversight of executive compensation policies, ensuring alignment with company performance and shareholder interests. Prior to Bond, he was the owner of Cardinal Program Management Services wherein he provided business operations consulting to two high-tech startups and acted as the Operations VP and managed the HR, IT, facilities, legal, planning, and financial departments in the U.S. and Israel. Before, he was the VP Global Business Operations at Diligent Technologies Corporation, managing the global business operations of a tech start-up from founding to acquisition by IBM. Additionally, he served as the Director of Operations at EMC Corporation for two (2) years. Paul holds an executive business degree from Carnegie Mellon University, as well as a Bachelor of Science degree from Northeastern University. Randy Boutin - Director Randy Boutin is independent director at Bond and the Nominating and Corporate Governance Committee Chair. In this role, he leads the selection of board candidates and oversee corporate governance practices to ensure effective board functioning. Currently, he is the General Manager at Amazon Web Services, wherein is responsible for the AWS Edge Data Services exceeding $300 million ARR and optimizing data management to help customers accelerate workflows and projects. Before, he was the Co-Founder and CEO of Tuono, a public cloud infrastructure automation platform, developing and managing the platform to help enterprise customers adopt and manage public cloud computing and accelerating productivity. Additionally, he served for five (5) years as the VP of Cloud Services & Customer Success at SimpliVity. Randy holds an M.B.A from Columbia Business School, as well as a Bachelor of Science degree from Rensselaer Polytechnic Institute. 45 Other Directorships Other than as indicated within this section under the caption titled Business Experience of Directors and Executive Officers , none of our directors hold or have been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933, as amended, or any company registered as an investment company under the Investment Company Act of 1940. Committees of the Board Audit Committee The audit committee of the Board (the “Audit Committee”) reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our Audit Committee consists of three directors: Adam Draizin, Paul Morin and Randy Boutin and our Board has determined that each of them is independent within the meaning of the listing requirements of The Nasdaq Stock Market (“Nasdaq”) and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Mr. Draizin is the chairman of the Audit Committee, and our Board has determined that Mr. Draizin is an “audit committee financial expert” as defined by SEC rules and regulations implementing Section 407 of the Sarbanes-Oxley Act. Our Board has determined that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with, the applicable requirements of the Sarbanes-Oxley Act, Nasdaq listing requirements and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and to comply with the future requirements to the extent that they become applicable to our Audit Committee. The principal duties and responsibilities of our Audit Committee include: ● overseeing the accounting and financial reporting processes of the Company, internal systems of control of the Company and audits of the Company’s Consolidated Financial Statements; ● overseeing the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence; ● providing oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases; ● overseeing the Code of Conduct (as defined below); and ● reviewing and approving all transactions with related persons for potential conflict of interest situations on an ongoing basis. Compensation Committee The compensation committee of the Board (the “Compensation Committee”) reviews and determines the compensation of all our executive officers. Our Compensation Committee consists of three directors: Adam Draizin, Paul Morin and Randy Boutin, each of whom is a non-employee member of our Board as defined in Rule 16b-3 under the Exchange Act and independent within the meaning of the listing requirements of Nasdaq. Mr. Morin is the chairman of the Compensation Committee. Our Board has determined that the composition of our Compensation Committee satisfies the applicable independence requirements under, and the functioning of our Compensation Committee complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We intend to continue to evaluate and intend to comply with all future requirements applicable to our Compensation Committee. The principal duties and responsibilities of our Compensation Committee include: ● establishing, overseeing and administering the Company’s employee compensation policies and programs; ● reviewing and approving compensation and incentive programs and awards for the Company’s CEO, all other executive officers of the Company and the non-employee members of the Company’s Board; and ● administering the Company’s equity compensation plans. 46 Compensation Committee Interlocks and Insider Participation During the fiscal year ended December 31, 2025 (our last completed fiscal year), no member of our Compensation Committee: ● was an officer or employee of the Company, ● had or will have any relationships with the Company of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the board of directors or managers, compensation committee or other committee performing equivalent functions of any entity that has one or more executive officers serving as one of our Directors or members of our Compensation Committee. Nominating and Corporate Governance Committee These (the “N&CG Committee”) consists of three independent directors: Adam Draizin, Paul Morin and Randy Boutin. Mr. Boutin is the chairman of the N&CG Committee. Our Board has determined that the composition of our N&CG Committee satisfies the applicable independence requirements under, and the functioning of our N&CG Committee complies with the applicable listing requirements of Nasdaq and SEC rules and regulations. We will continue to evaluate and will comply with all future requirements applicable to our N&CG Committee. The N&CG Committee’s responsibilities include: ● assisting the Board in identifying individuals qualified to become Board members, consistent with criteria approved by the Board; ● recommending for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board; ● developing, updating and recommending to the Board the governance principles applicable to the Company; ● overseeing the evaluation of the Board and management; ● recommending to the Board the directors who will serve on each committee of the Board; and ● addressing any related matters required by the federal securities laws. Board Risk Oversight The Company’s risk management function is overseen by the Board. The Company’s management keeps the Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Doron Kempel, our Chairman and Chief Executive Officer, works closely together with the other members of the Board when material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, the Company’s independent directors may conduct the assessment. Presently, the primary risk affecting us are our liquidity and the lack of material revenue. Family Relationships None of our directors or officers have any known family relationships with other directors or officers of the Company. Involvement in Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K. 47 Code of Business Conduct and Ethics and Committee Charters We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and directors. The Audit Committee is responsible for overseeing the Code of Conduct and our Board must approve any waivers of the Code of Conduct for employees, executive officers and directors. All of our directors, executive officers and employees are required to certify in writing their understanding of and intent to comply with the Code of Conduct. Our Board adopted charters for the Audit Committee, Compensation Committee, and N&CG Committee of the Board describing the authority and responsibilities delegated to each committee. We post on our website www.ourbond.com the charters of each of our board committees and our Code of Conduct, and all disclosures that are required by law concerning any amendments or waivers thereto applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; and any other corporate governance materials contemplated by the Nasdaq listing requirements and SEC regulations. These documents are also available in print, without charge, to any stockholder requesting a copy in writing from our Secretary at our executive offices set forth in this Report. Insider Trading Policy We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires directors, officers and greater than 10 percent beneficial owners of our common shares to file reports concerning their ownership of, and transactions in, such common shares. Based solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year 2025. Item 11. Executive Compensation . Summary Compensation Table The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) Option Awards (1) ($) Total ($) Doron Kempel 2025 31,200 - 2,579,478 2,610,678 Chief Executive Officer and Director 2024 31,200 - 1,299,124 1,330,324 Amit Hod 2025 182,000 - 668,842 (2) 850,842 Chief Financial Officer and Director 2024 153,000 - 427,350 (2) 580,350 Joseph DeSalvo 2025 315,000 313,238 152,582 780,820 Head of Global Security 2024 315,000 262,321 105,782 683,103 Michael Lambert 2025 225,000 112,366 112,059 449,425 Head of Commercial Operations 2024 225,000 191,481 97,434 513,915 (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 12 of the accompanying Consolidated Financial Statements. 48 (2) The exercise price for the option awards awarded to our named executive officers was modified pursuant to a reverse stock split on November 11, 2023 and September 19, 2025 except in relation to the exercise price for the option awards awarded to Mr. Hod. Policies and Practices Related to the Grant of Certain Equity Awards. While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, we do not grant such equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In certain circumstances, including the hiring, promotion, recognition, retention or other purposes, the Compensation Committee may approve grants to an officer to be effective at other times. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to certain of the Company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information. Name Grant Date Number of Securities Underlying the Award Exercise Price of the Award ($/Sh) Grant Date Fair Value of the Award Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information Doron Kempel 3/26/2026 4,805,441 $ 1.31 3/26/2026 N/A Amit Hod 3/26/2026 436,109 $ 1.31 3/26/2026 N/A Joe DaSalvo 3/26/2026 136,993 $ 1.31 3/26/2026 N/A Michael Lambert 3/26/2026 70,079 $ 1.31 3/26/2026 N/A Paul Morin 3/26/2026 343,512 $ 1.31 3/26/2026 N/A Adam Draizin 3/26/2026 343,512 $ 1.31 3/26/2026 N/A Randy Boutin 3/26/2026 343,512 $ 1.31 3/26/2026 N/A Outstanding Equity Awards at Fiscal Year End The following table provides the outstanding equity awards for our principal executive officer and other executive officers as of the year ended December 31, 2025 and 2024. Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Weighted Average Option Exercise Price Option Expiration Date Doron Kempel 2,833,365 1,351,899 $ 0.61 2034 Amit Hod 258,774 140,191 $ 1.68 (1) 2027-2034 Joseph DeSalvo 251,707 40,000 $ 0.52 2031-2034 Michael Lambert 118,751 125,570 $ 0.46 2034 (1) The exercise price for the option awards awarded to our named executive officers was modified pursuant to a reverse stock split on November 11, 2023 except in relation to the exercise price for the option awards awarded to Mr. Hod. 49 Employment Agreements with Executive Officers Doron Kempel We entered into an employment agreement with Mr. Kempel, dated August 15, 2018, pursuant to which Mr. Kempel serves as our Chief Executive Officer. Mr. Kempel’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with or without notice. Pursuant to his agreement, Mr. Kempel was entitled to receive an initial base salary of $25,000 per year, which was increased to $31,200 in 2023. In addition, the agreement provides that Mr. Kempel is eligible to participate in Company sponsored benefit plans, as and when established. All reasonable business expenses that were documented by Mr. Kempel and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures. On March 26, 2026, the Compensation Committee approved a revised compensation package for the Company’s Chief Executive Officer. The new compensation structure includes an annual base salary of $360,000 and a target annual bonus opportunity of $120,000, subject to the achievement of strategic goals and performance parameters established by the Compensation Committee. Since the Company’s inception in 2017, the Chief Executive Officer, who is also the founder of Our Bond, has received cash compensation at the minimum salary permitted by applicable law (currently $31,200 per year). The most meaningful compensation of the Chief Executive Officer remains stock options whose future value depends on the Company’s long-term financial and stock price performance. The Compensation Committee approved the revision of the Chief Executive Officer’s compensation to better align with industry standards for comparable companies and while conditioning a meaningful portion of total cash compensation to the achievement of strategic objectives and Company performance. Amit Hod We, through our TG- 17 (Israel) Ltd. subsidiary, entered into an employment agreement with Mr. Hod, dated May 25, 2017, pursuant to which Mr. Hod serves as our Chief Financial Officer. Mr. Hod’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with a prior written notice of 30 days. Pursuant to his agreement, Mr. Hod was entitled to receive an initial base salary of $153,000 per year, which was increased to $182,000 in 2025. In addition, the agreement provides that Mr. Hod shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the continuous excellence and alignment objectives (“ CEAO ”) bonus program, (ii) pension insurance, and (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated Sub-Plan: Israel. Under the CEAO bonus program, Mr. Hod was entitled to receive an initial gross payout of $20,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. In 2024, the gross payout under the CEAO bonus program was reduced to $0. All reasonable business expenses that were documented by Mr. Hod and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures. Joe DeSalvo We entered into an employment agreement with Mr. DeSalvo, dated July 19, 2021, pursuant to which Mr. DeSalvo serves as our Head of Global Security. Mr. DeSalvo’s employment pursuant to the agreement is “at-will” and is terminable by either party for any reason and with or without notice. 50 Pursuant to his agreement, Mr. DeSalvo was entitled to receive an initial base salary of $285,000 per year, which has been increased to $300,000 in 2025. In addition, the agreement provides that Mr. DeSalvo shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the CEAO bonus program, (ii) commission incentives and bookings bonus for the first twelve (12) months of employment as per the agreement, and subsequently as determined by the Company, (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated 2017 Equity Plan, and (iv) three (3) months’ severance benefits in the event of termination other than for cause or for a good reason as defined under the agreement. Under the CEAO bonus program, Mr. DeSalvo was entitled to receive an initial gross payout of $15,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. All reasonable business expenses that were documented by Mr. DeSalvo and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures. Michael Lambert We entered into an employment agreement with Mr. Lambert, dated January 2, 2024, pursuant to which Mr. Lambert serves as our Head of Commercial Operations. Mr. Lambert’s employment pursuant to the agreement was “at-will” and was terminable by either party for any reason and with or without notice. Pursuant to his agreement, Mr. Lambert was entitled to receive an initial base salary of $240,000 per year, which was decreased to $225,000 in 2024. In addition, the agreement provides that Mr. Lambert shall receive (i) eligibility to participate in Company sponsored benefit plans, as and when established, including the CEAO bonus program, (ii) commission incentives of up to $250,000, (iii) options to purchase common stock of the Company under the TG-17, Inc. Amended and Restated 2017 Equity Plan, and (iv) three (3) months’ severance benefits in the event of termination other than for cause. Under the CEAO bonus program, Mr. Lambert was entitled to receive an initial gross payout of $10,000, awarded in four (4) equal quarterly payments based on subjective and objective criteria as determined by the Chief Executive Officer of the Company. In 2024, the gross payout under the CEAO bonus program was reduced to $0. All reasonable business expenses that were documented by Mr. Lambert and incurred in the ordinary course of business were to be reimbursed in accordance with the Company’s standard policies and procedures. Executive Incentive Compensation Recovery Policy We have adopted an executive incentive compensation recovery policy (the “Executive Incentive Compensation Recovery Policy”) pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”). The purpose of the Executive Incentive Compensation Recovery Policy is to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement. In the event of an accounting restatement, it is the Company’s policy to recover reasonably promptly the amount of any erroneously awarded compensation received during the recovery period. An accounting restatement involves a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount of “erroneously awarded compensation” generally means the amount of incentive-based compensation (compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by a covered executive that exceeds the amount of incentive-based compensation on that otherwise would have been received had it been determined based on the restated financial statements. The Company need not recover any “erroneously awarded compensation” if and to the extent that the Compensation Committee or a majority of the independent members of the Board determines that such recovery is impracticable and not required under Rule 10D-1 and the Listing Standards, including if the Compensation Committee or a majority of the independent members of the Board determines that: (i) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered after making a reasonable attempt to recover, or (ii) recovery would likely cause an otherwise tax-qualified broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. The policy is administered by our Compensation Committee, except that the Board may decide to act as the administrator in lieu of the Compensation Committee or designate another committee of the Board (including a special committee) to act as the administrator other than the determination that recovery of “erroneously awarded compensation” is impracticable and not required (as described above). 51 Director Compensation We did not have any non-employee members on our board of directors during the fiscal year ended December 31, 2025 and therefore, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any non-employee members of our board of directors in 2025. On March 26, 2026, the Compensation Committee approved the Director Compensation Policy (the “2026 Policy”). The 2026 Policy applies to all directors who are neither employees of the Company nor compensated consultants. Under the 2026 Policy, each eligible non-employee director will receive equity awards in the form of stock options with an aggregate value of $450,000 over a three-year period. These awards are structured at $150,000 per year, commencing on February 4, 2026, and will vest monthly over the applicable vesting period. In addition, pursuant to the 2026 Policy, non-employee directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with Company business and activities related to the Board. Name Fees Earned or Paid in Cash ($) Stock awards ($) (1) Option awards ($) (1) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Adam Draizin - $ 450,000 - - - - $ 450,000 Paul Morin - $ 450,000 - - - - $ 450,000 Adam Boutin - $ 450,000 - - - - $ 450,000 (1) The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with FASB ASC Topic 718. For additional information related to the measurement of stock-based compensation awards, see Note 12 of the accompanying Consolidated Financial Statements. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table lists, as of March 27, 2026, the number of shares of common stock beneficially owned by: (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors; (iii) each of our Named Executive Officers; and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. 52 We have based percentage of beneficial ownership for the following table on 20,673,185 shares of Common Stock and 9,725,900 shares in the aggregate of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series F Preferred Stock on an as converted to Common Stock basis, which cast a total of 415,221,719 on an as converted to Common Stock basis, for a total of 435,894,904 shares entitled to vote, and does not include 52,500 shares of Series C Preferred Stock and 525,451 shares of Series D Preferred Stock, which are non-voting, outstanding as of March 27, 2026. In addition, in accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities issuable within 60 days of March 27, 2026. As such, shares of Common Stock issuable pursuant to options and warrants that may be exercised or settled within 60 days of March 27, 2026 are deemed to be outstanding for purposes of computing the percentage of the class beneficially owned by the person holding such securities but are not deemed to be outstanding for purposes of computing the percentage of the class beneficially owned by any other person. Each share of our Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o Our Bond, 85 Broad Street, New York, NY 10004. The following table represents the security ownership of certain beneficial owners and management pertaining to our Common Stock: Name of beneficial owner Common Stock beneficially owned prior to offering Percentage of Beneficial Ownership Percentage of Voting Power Shares of Common Stock being registered Shares of Common Stock beneficially owned after offering Executive Officers and Directors Doron Kempel (1) 9,206,444 33.83 % 95.76 % Amit Hod (2) 283,219 1.35 % 0 % Joseph DeSalvo (3) 251,707 1.20 % 0 % Michael Lambert (4) 125,570 * 0 % Adam Draizin (5) 31,729 * * Paul Morin (6) 154,018 * * Randy Boutin (7) 27,990 * 0 % Executive Officers and Directors as a Group (8 persons) (8) 10,080,676 35.95 % 95.77 % 5% Stockholders Doron Kempel (1) 9,206,444 33.83 % 95.76 % ProdActive II LLC (9) 8,063,795 33.72 % 33.72 % Radek Sousek (10) 2,259,945 9.91 % 9.91 % JVP VIII, L.P. (11) 1,365,433 6.60 % 6.60 % Ascent Partners Fund LLC (12) 2,294,469 9.99 % 0 % Eastward Fund Management, LLC (13) 2,294,469 9.99 % 6.91 % * Less than 1% 1. Doron Kempel beneficially owns: (A) 2,669,211 shares of our Common Stock, which includes the following: (i) 165,780 shares which he owns himself and over which he has sole voting and investment control; and (ii) 2,503,431 shares owned by VFTG, L.P., over which Mr. Kempel has sole voting and investment control. The address of VFTG, L.P. is 292 Newbury Street, #485 Boston, MA 02115; 53 (B) 3,114,460 shares of our shares of Common Stock, issuable upon conversion of 3,114,460 shares of Series B-1 Preferred Stock, owned by VFTG, L.P.; (C) 418,421 shares of our shares of Common Stock, issuable upon conversion of 418,421 shares of Series B-3 Preferred Stock, which includes (i) 389,457 shares owned by VFTG, L.P.; and (ii) 28,964 which he owns himself; (D) 10,000 shares of our shares of Common Stock, issuable upon conversion of 10,000 shares of Series F Preferred Stock, each share entitled to cast 40,000 votes, which he owns himself; and (E) 2,994,352 shares of our Common Stock issuable upon the exercise of 2,994,352 outstanding options, with an exercise cost of $1,258,526, within 60 days of this prospectus. 2. Amit Hod beneficially owns 283,219 shares of our Common Stock issuable upon the exercise of 283,219 outstanding options, with an exercise cost of $533,419, within 60 days of this prospectus. Mr. Hod has sole voting and investment control over such shares. 3. Joseph DeSalvo beneficially owns 251,707 shares of our Common Stock issuable upon the exercise of 251,707 outstanding options, with an exercise cost of $105,782, within 60 days of this prospectus. Mr. DeSalvo has sole voting and investment control over such shares. 4. Michael Lambert beneficially owns 125,570 shares of our Common Stock issuable upon the exercise of 125,570 outstanding options, with an exercise cost of $52,777, within 60 days of this prospectus. Mr. Lambert has sole voting and investment control over such shares. 5. Adam Draizin beneficially owns 31,729 shares of our Common Stock which includes (A) 3,649 shares of Common Stock which he owns himself; (B) 1,294 shares of Common Stock issuable upon conversion of Series CF-2 Warrants; and (C) 26,786 shares of our Common Stock issuable upon the exercise of 26,786 outstanding options, with an exercise cost of $35,089, within 60 days of this prospectus. Mr. Draizin has sole voting and investment control over such shares. 6. Paul Morin beneficially owns 154,018 shares of our Common Stock which includes (A) 41,202 shares of Common Stock which he owns himself; (B) 64,792 shares of Common Stock issuable upon conversion of 64,792 shares of Series B-3 Preferred Stock; (C) 1,553 shares of Common Stock issuable upon conversion of Series CF-2 Warrants; and (D) 46,471 shares of our Common Stock issuable upon the exercise of 46,471 outstanding options, with an exercise cost of $51,357, within 60 days of this prospectus. Mr. Morin has sole voting and investment control over stocks beneficially owned by him. 7. Randy Boutin beneficially owns 27,990 shares of our Common Stock issuable upon the exercise of 27,990 outstanding options, with an exercise cost of $35,595, within 60 days of this prospectus. Mr. Boutin has sole voting and investment control over such shares. 8. Includes (A) 2,714,062 shares of Common Stock, (B) 3,114,460 shares of Series B-1 Preferred Stock, (C) 483,213 shares of Series B-3 Preferred Stock; (D) 10,000 shares of Series F Preferred Stock, each share entitled to cast 40,000 votes; (E) 2,847 shares of Common Stock issuable upon exercise of Series CF-2 Warrants; and (F) 3,756,094 shares of Common Stock issuable upon the exercise of 3,756,094 outstanding options within 60 days of this prospectus, all amounts mentioned herein held by the directors and executive officers as a group. 9. ProdActive II LLC, beneficially owns 8,063,795 shares of Common Stock which includes (A) 4,824,404 shares of Common Stock; and (B) 3,239,391 shares of Common Stock issuable upon conversion of (i) 133,330 shares of Series B-1 Preferred Stock; and (ii) 3,106,061 shares of Series B-3 Preferred Stock. DK 2019 Irrevocable Trust has sole voting and investment control over stocks beneficially owned by ProdActive II LLC. DK 2019 Irrevocable Trust is governed by unanimous consent of a distribution committee, namely: Koby Kempel, Jay Hachigian, Susan Aharonian and Paul Morin. The address of ProdActive II LLC is 292 Newbury Street, #485 Boston, MA 02115. 54 10. Radek Sousek beneficially owns 2,259,945 shares of Common Stock which includes (A) 137,392 shares of Common Stock; and (B) 2,122,555 shares of Common Stock issuable upon conversion of (i) 683,746 shares of Series B-1 Preferred Stock; (ii) 1,332,552 shares of Series B-2 Preferred Stock; and (iii) 106,257 shares of Series B-3 Preferred Stock. Radek Sousek has sole voting and investment control over stocks beneficially owned by him. 11. JVP VIII, L.P. beneficially owns 1,365,433 shares of Common Stock. Mr. Erel Margalit has sole voting and investment control over stocks beneficially owned by JVP VIII, L.P. 12. Ascent Partners Fund LLC (the “ Ascent ”), a Delaware limited liability company, beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of (A) 259,068 shares of Common Stock issuable upon conversion of 52,500 shares of Series C Preferred Stock; (B) 425,467 shares of Common Stock issuable upon conversion of 525,451 shares of Series D Preferred Stock; and (C) 1,609,934 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series C Preferred Stock and Series D Preferred Stock offerings. Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Capital Holdings LLC (“ DCH ”) and Dominion Capital GP LLC (“ Dominion GP ”), each a Delaware limited liability company, Dominion Capital LLC (“ DC ”), a Connecticut limited liability company, Ascent Partners LLC (“ AP ”), a Delaware limited liability company and Ascent. DCH manages DC, Dominion GP, AP and Ascent. Dominion GP manages DC, AP and Ascent. DC manages AP and Ascent. Alon Brenner manages Masada Group Holdings LLC (“ Masada ”), a Florida limited liability company, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the shares beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, DCH, Dominion GP, DC, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares beneficially owned by Ascent and the other companies they are listed above as managing. For the avoidance of doubt, Ascent beneficially owns 25,976,437 shares of Common Stock which includes (A) 259,068 shares of Common Stock issuable upon conversion of 52,500 shares of Series C Preferred Stock; (B) 300,000 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series C Preferred Stock offering; (C) 425,467 shares of Common Stock issuable upon conversion of 525,451 shares of Series D Preferred Stock; and (D) 24,991,902 shares of Common Stock issuable upon exercise of warrants issued pursuant to the Series D Preferred Stock offering. However, the Certificate of Designation for the Series C Preferred Stock and Series D Preferred Stock contain a beneficial ownership limitation on conversion of the Series C Preferred Stock and Series D Preferred Stock in excess of 9.99% of the Common Stock. 13. Eastward Fund Management, LLC beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of 2,294,469 shares of Series B-1 Preferred Stock. Mr. Dennis Cameron has sole voting and investment control over stocks beneficially owned by Eastward Fund Management, LLC. The address of Eastward Fund Management, LLC is 432 Cherry Street West Newton, MA 02465. For the avoidance of doubt, Eastward Fund Management, LLC beneficially owns (A) 4,102,472 shares of Common Stock issuable upon conversion of 4,102,472 shares of Series B-1 Preferred Stock; and (B) 247,145 shares of Common Stock issuable upon conversion of 247,145 warrants issued pursuant to the Series B-1 Preferred Stock offering. However, the Certificate of Designation for the Series B-1 Preferred Stock contains a beneficial ownership limitation on conversion of the Series B-1 Preferred Stock in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock. 55 The following table represents the security ownership of certain beneficial owners and management pertaining to our Preferred Stock entitled to vote, on an as converted to Common Stock basis: Name of beneficial Series of voting preferred stock beneficially owned Voting preferred stock beneficially Percentage of beneficial Percentage of voting owner B-1 B-2 B-3 F C E D owned ownership power Executive Officers and Directors Doron Kempel (1) 3,114,460 418,421 10,000 - - - 3,542,881 20.62 % 97.18 % Amit Hod - - - - - - - - - - Joseph DeSalvo - - - - - - - - - - Michael Lambert - - - - - - - - - - Adam Draizin - - - - - - - - - - Paul Morin (2) - - 64,792 - - - - 64,792 * * Randy Boutin - - - - - - - - - - Executive Officers and Directors as a Group (4 persons) (3) 3,114,460 483,213 10,000 - - - 3,607,673 21.00 % 97.20 % 5% Stockholders Doron Kempel (1) 3,114,460 418,421 10,000 - - - 3,542,881 20.62 % 97.18 % ProdActive II LLC (4) 133,330 3,106,061 - - - - 3,239,391 18.86 % * Radek Sousek (5) 683,746 1,332,552 106,257 - - - - 2,122,555 12.36 % * Eastward Fund Management, LLC (6) 2,294,469 - - - - - - 2,294,469 13.36 % * 1. Doron Kempel beneficially owns 3,542,881 shares of our Common Stock issuable upon conversion of: (A) 3,114,460 shares of Series B-1 Preferred Stock, owned by VFTG, L.P.; (B) 418,421 shares of Series B-3 Preferred Stock, which includes (i) 389,457 shares owned by VFTG, L.P.; and (ii) 28,964 which he owns himself; and (C) 10,000 shares of Series F Preferred Stock, which he owns himself and each share is entitled to cast 40,000 votes. 2. Paul Morin beneficially owns 64,792 shares of our Common Stock issuable upon conversion of 64,792 shares of Series B-3 Preferred Stock. Mr. Morin has sole voting and investment control over stocks beneficially owned by him. 3. Includes (i) 3,607,673 shares of Common Stock issuable upon conversion of the Preferred Stock entitled to vote held by the Directors and Executive Officers as a group. 4. ProdActive II LLC beneficially owns 3,239,391 shares of Common Stock issuable upon conversion of (A) 133,330 shares of Series B-1 Preferred Stock; and (B) 3,106,061 shares of Series B-3 Preferred Stock. 56 5. Radek Sousek beneficially owns 2,122,555 shares of Common Stock issuable upon conversion of (A) 683,746 shares of Series B-1 Preferred Stock; (B) 1,332,552 shares of Series B-2 Preferred Stock and (C) 106,257 shares of Series B-3 Preferred Stock. 6. Eastward Fund Management, LLC beneficially owns 2,294,469 shares of Common Stock issuable upon conversion of 2,294,469 shares of Series B-1 Preferred Stock. For the avoidance of doubt, Eastward Fund Management, LLC beneficially owns (A) 4,102,472 shares of Common Stock issuable upon conversion of 4,102,472 shares of Series B-1 Preferred Stock; and (B) 247,145 shares of Common Stock issuable upon conversion of 247,145 warrants issued pursuant to the Series B-1 Preferred Stock offering. However, the Certificate of Designation for the Series B-1 Preferred Stock contains a beneficial ownership limitation on conversion of the Series B-1 Preferred Stock in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock. Equity Compensation Plan Information On May 26, 2017, our board of directors adopted, and our stockholders approved, our Amended and Restated Equity Plan. On June 29, 2018, this plan was amended to reflect the Company’s conversion from a Delaware limited liability company to a Delaware corporation. On June 19, 2025, this plan was further amended to increase the number of shares authorized for issuance under the plan by reserving an additional 5,866,923 shares of the Common Stock resulting in an aggregate of 22,220,855 shares of the Common Stock reserved for issuance. On May 26, 2017, our board of directors adopted, and our stockholders approved, our TG-17, Inc. Amended and Restated Sub-Plan: Israel applicable only for residents of the State of Israel or those who are deemed to be residents of the State of Israel for the payment of tax. This sub-plan is to be read as a continuation of the Amended and Restated Equity Plan and only modifies those options that are governed by the sub-plan to ensure compliance with the requirements of the applicable Israeli laws. The Amended and Restated Equity Plan provides for the grant of incentive stock options and non-statutory stock options. The Amended and Restated Equity Plan, through the grant of stock awards, is intended to help us secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for our success. Through December 31, 2025, we have issued the equivalent of 7,336,803 options at the strike price and as per the vesting schedule specified in the corresponding award agreement to employees and directors under Amended and Restated Equity Plan. As of December 31, 2025, there were the equivalent of 14,675,917 shares available for future issuance under the Amended and Restated Equity Plan. The foregoing description of the TG-17, Inc. Amended and Restated 2017 Equity Plan and the TG-17, Inc. Amended and Restated Sub-Plan: Israel are qualified in its entirety by reference to the TG-17, Inc. Amended and Restated 2017 Equity Plan and the TG-17, Inc. Amended and Restated Sub-Plan: Israel, copies of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated by reference herein. Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025: Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Weighted Average Option Exercise Price Option Expiration Date Doron Kempel 2,833,365 1,351,899 $ 0.61 2034 Amit Hod 258,774 140,191 $ 1.68 (1) 2027-2034 Joseph DeSalvo 251,707 40,000 $ 0.52 2031-2034 Michael Lambert 118,751 125,570 $ 0.46 2034 (1) The exercise price for the option awards awarded to our named executive officers was modified pursuant to a reverse stock split on November 11, 2023 except in relation to the exercise price for the option awards awarded to Mr. Hod. 57 Item 13. Certain Relationships and Related Transactions and Director Independence . Related Party Transactions Policy Under its written charter, the Audit Committee is responsible for reviewing and approving any transaction between our company and a related party (as defined in Item 404 of Regulation S-K). Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence. Related Party Transactions We have been a party to the following transactions since January 1, 2024, in which the amount exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any current director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family of the foregoing, had or will have a material interest. 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. Director Independence A majority of our Board is independent under the rules of Nasdaq. Our Board has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our Board has determined that Adam Draizin, Paul Morin and Randy Boutin are “independent directors” as defined under the rules of Nasdaq. 58 Item 14. Principal Accountant Fees and Services M&K CPAS, PLLC has served as the Company’s independent registered public accounting firm since June 10, 2025. The following table sets forth the fees billed to us by M&K CPAS, PLLC for professional services rendered for the fiscal years ended December 31, 2025 and December 31, 2024. Services 2025 2024 Audit fees (1) $ $ Audit related fees (2) Tax fees (3) All other fees (4) Total fees $ $ (1) Audit fees consist of fees for professional services rendered for the audit of our annual financial statements. (2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit fees.” (3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. (4) All other fees consist of fees billed for services not associated with audit or tax. 59 PART IV Item 15. Exhibits and Financial Statement Schedules. Exhibit No. Description 3.1 Articles of Incorporation of the registrant, as currently in effect. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025. ) 3.3 Certificate of Designations of Preferences and Rights of Series B-1 Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.4 Certificate of Designations of Preferences and Rights of Series B-2 Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.5 Certificate of Designations of Preferences and Rights of Series B-3 Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.6 Certificate of Designations of Preferences and Rights of Series C Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.7 Certificate of Designations of Preferences and Rights of Series CF-1 Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.8 Certificate of Designations of Preferences and Rights of Series CF-2 Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.9 Certificate of Designations of Preferences and Rights of Series F Preferred Stock. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.10 Certificate of Designations of Preferences and Rights of Series E Preferred Stock (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.11 Bylaws of the registrant, as currently in effect. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 3.12 Amended and Restated Certificate of Designations of Preferences and Rights of Series D Preferred Stock. (Incorporated by reference to Amended Registration Statement on Form S-1/A filed December 22, 2025). 3.13 Amendment to Certificate of Designations of Preferences and Rights of Series B-1 Preferred Stock (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025). 3.14 Amendment to Certificate of Designations of Preferences and Rights of Series D Preferred Stock file January 12, 2026 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed January 12, 2026). 3.15 Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K filed February 17, 2026) 4.1 Third Amended and Restated Stockholders’ Agreement among the registrant and certain holders of its capital stock, dated as of June 24, 2024. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.2 Loan and Security Agreement, dated as of June 5, 2019, between Eastward Fund Management, LLC and the registrant, as amended. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.3 Second Amended and Restated Warrant to Purchase Stock between Eastward Fund Management, LLC and the registrant with an effective date of June 5, 2019. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.4 Eight Month Warrant, dated June 25 2025 (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.5 Sixteen Month Warrant, dated June 25 2025 (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.6 Two Year Warrant, dated June 25 2025 (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 4.7 Nine Month Warrant, dated October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 4.8 Sixteen Month Warrant, dated October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 4.9 Twenty-four Month Warrant, dated October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 4.10 Amendment No. 1 to Warrant to Purchase Common Stock (Incorporated by reference to Current Report on Form 8-K filed March 2, 2026). 10.1 Form of Master Agreement (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.2# TG-17, Inc. Amended and Restated 2017 Equity Plan. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.3# TG-17, Inc. Amended and Restated Sub-Plan: Israel. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.4 Securities Purchase Agreement, dated June 25 2025, by and among TG-17, Inc. and the purchasers identified on the signature pages thereto (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.5# Employment Agreement, dated August 15, 2018, as may be amended, between Company and Doron Kempel. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.6 Employment Agreement, dated May 25, 2017, as may be amended, between Company and Amit Hod. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.7# Employment Agreement, dated July 19, 2021, as may be amended, between Company and Joseph DeSalvo. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.8# Employment Agreement, dated January 2, 2024, as may be amended, between Company and Michael Lambert. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.9 Twenty-seventh Amendment to Loan and Security Agreement (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.10 Securities Purchase and Conversion Agreement (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 10.11 Registration Rights Agreement dated June 25, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 10.12 Securities Purchase Agreement, dated October 27, 205, by and among TG-17, Inc. and the purchasers identified on the signature pages thereto (for Series D Preferred Stock and Warrants) (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 10.13 Registration Rights Agreement, dated October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 10.14 Securities Purchase Agreement, dated October 27, 205, by and among TG-17, Inc. and the purchasers identified on the signature pages thereto (for common stock) (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 10.15 Registration Rights Agreement, dated October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed November 12, 2025) 10.16 Amendment No. 1 to Securities Purchase Agreement dated as of October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed December 22, 2025). 10.17 Amendment No. 2 to Securities Purchase Agreement dated as of October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed December 22, 2025). 10.18 Amendment No. 3 to Securities Purchase Agreement dated as of October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed December 22, 2025). 10.19 Amendment No. 4 to Securities Purchase Agreement dated as of October 27, 2025 (Incorporated by reference to Amended Registration Statement on Form S-1/A filed January 12, 2026). 10.20 Amendment No. 5 to Securities Purchase Agreement dated as of October 27, 2025 (Incorporated by reference to Current Report on Form 8-K filed January 29, 2026 10.21 Promissory Note due September 1, 2026 (Incorporated by reference to Current Report on Form 8-K filed March 2, 2026). 10.21 Amendment No. 2 to Securities Purchase Agreement (Incorporated by reference to Current Report on Form 8-K filed March 30, 2026) 10.22#+ Amendment to Employment Agreement with Doron Kempel 14.1+ Code of Conduct and Ethics 14.2+ Executive Compensation Recovery Policy 19.1+ Insider Trading Policy 21.1 List of subsidiaries of the registrant. (Incorporated by reference to Registration Statement on Form S-1 filed October 7, 2025.) 31.1+ Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.2+ Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan or arrangement. + Filed herewith. Item 16. Form 10-K Summary. None. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. DATE: March 31, 2026 Our Bond INC. By: /s/ Doron Kempel Doron Kempel Chief Executive Officer (Principal Executive Officer) By: /s/ Amit Hod Amit Hod Chief Financial Officer (Principal Financial Officer Principal Accounting Officer) 61 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Doron Kempel Chairman and Chief Executive Officer March 31, 2026 Doron Kempel /s/ Amit Hod Chief Financial Officer, March 31, 2026 Amit Hod Principal Financial and Accounting Officer /s/ Adam Draizin Director March 31, 2026 Adam Draizin /s/ Paul Morin Director March 31, 2026 Paul Morin /s/ Randy Boutin Director March 31, 2026 Randy Boutin 62