TG-17 (OBAI) Eyes Nasdaq Direct Listing; CEO to Hold 98% Voting Power
Ticker: OBAI · Form: S-1/A · Filed: Nov 26, 2025 · CIK: 1756064
Sentiment: bearish
Topics: Direct Listing, S-1/A Filing, Nasdaq, Controlled Company, Emerging Growth Company, Share Resale, High Risk
TL;DR
**OBAI's direct listing is a high-risk play for retail, with no new capital for the company and the CEO retaining near-total control.**
AI Summary
TG-17, Inc. (OBAI) is pursuing a direct listing on the Nasdaq Global Market, offering up to 34,073,681 shares of common stock for resale by existing stockholders. The company will not receive any proceeds from this offering. From inception through November 26, 2025, TG-17 raised an aggregate of $116,428,473 in gross proceeds from stock sales, including approximately $16,270,000 from shares issued for debt cancellation. The weighted average price paid per share by investors in these prior offerings (excluding debt cancellation) was $1.062. Founder and CEO Doron Kempel will beneficially own approximately 98.16% of the voting power post-listing, making TG-17 a 'controlled company.' The company is an 'emerging growth company' and 'smaller reporting company,' electing reduced public company reporting requirements. A significant risk is the lack of a public market history for its common stock, potentially leading to high price volatility compared to an underwritten IPO.
Why It Matters
This direct listing allows existing TG-17 investors to monetize their holdings without the dilution or typical price discovery mechanisms of an IPO. For new investors, the lack of an underwritten offering and the 'controlled company' status, with CEO Doron Kempel holding 98.16% of voting power, introduces significant governance risks and potential price volatility. Competitively, this approach could signal a mature private valuation or a desire to avoid traditional banking fees, but it also means less institutional support for price stability. Employees holding shares may see an immediate liquidity event, while customers and the broader market will watch how OBAI's valuation performs without an IPO roadshow.
Risk Assessment
Risk Level: high — The S-1/A explicitly states, 'Investing in our Common Stock involves a high degree of risk.' Key evidence includes the lack of a public market for its common stock, which could lead to 'more volatile' trading than an underwritten IPO. Furthermore, CEO Doron Kempel will beneficially own 'approximately 98.16%' of the voting power, making it a 'controlled company' and concentrating control.
Analyst Insight
Investors should exercise extreme caution and thoroughly review the 'Risk Factors' section before considering OBAI shares. Given the 'high degree of risk' and the 'controlled company' structure, a wait-and-see approach to observe initial trading behavior and corporate governance practices post-listing is advisable.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $116,428,473
- operating Margin
- N/A
- total Assets
- N/A
- total Debt
- N/A
- net Income
- N/A
- eps
- N/A
- gross Margin
- N/A
- cash Position
- N/A
- revenue Growth
- N/A
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Doron Kempel | Chief Executive Officer | $1,000,000 |
Key Numbers
- 34,073,681 — Shares of Common Stock (Maximum shares to be sold by Registered Stockholders in the direct listing)
- $116,428,473 — Gross Proceeds Raised (Aggregate gross proceeds from stock sales from inception through November 26, 2025)
- $16,270,000 — Debt Cancellation (Amount of indebtedness cancelled through shares issued)
- $1.062 — Weighted Average Price Per Share (Price paid by investors in prior offerings (excluding debt cancellation))
- 98.16% — Voting Power (Beneficial ownership of voting securities by CEO Doron Kempel post-offering)
- 55.03% — Restricted Common Stock (Percentage of fully-diluted restricted Common Stock offered for sale by Registered Stockholders)
- 27,842,844 — Shares Not Registered (Total shares not included in the Registration Statement)
- 27,536,621 — Freely Sellable Shares (Shares of Common Stock not being registered that may be freely sold pursuant to Rule 144 upon effectiveness)
Key Players & Entities
- TG-17, Inc. (company) — Registrant for S-1/A filing, dba Bond
- OBAI (company) — Ticker symbol for TG-17, Inc.
- Nasdaq Global Market (regulator) — Exchange where OBAI plans to list
- Doron Kempel (person) — Founder and Chief Executive Officer of TG-17, Inc., holding 98.16% voting power
- Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
- Maxim Group LLC (company) — Financial advisor for the Direct Listing
- The Crone Law Group, P.C. (company) — Legal counsel for TG-17, Inc.
- Mark Crone, Esq. (person) — Legal counsel from The Crone Law Group, P.C.
- VCorp Services, LLC (company) — Agent for service for TG-17, Inc.
- 85 Broad Street, New York, New York 10004 (company) — Principal executive offices of TG-17, Inc.
FAQ
What is TG-17, Inc.'s ticker symbol for its direct listing?
TG-17, Inc. has applied to list its Common Stock on the Nasdaq Global Market under the symbol 'OBAI'.
How much capital has TG-17, Inc. raised historically?
From inception through November 26, 2025, TG-17, Inc. raised an aggregate of $116,428,473 in gross proceeds from stock sales, including approximately $16,270,000 from shares issued for debt cancellation.
Will TG-17, Inc. receive proceeds from this direct listing?
No, TG-17, Inc. is not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Registered Stockholders.
What is the ownership structure of TG-17, Inc. after the direct listing?
Upon completion of this offering, founder and Chief Executive Officer Doron Kempel will beneficially own approximately 98.16% of the voting power of the outstanding voting securities, making TG-17, Inc. a 'controlled company'.
What are the risks associated with investing in TG-17, Inc.'s common stock?
Investing in TG-17, Inc.'s Common Stock involves a high degree of risk, primarily due to the lack of a public market history for its shares, which could lead to significant price volatility compared to an underwritten IPO.
What role does Maxim Group LLC play in TG-17, Inc.'s direct listing?
Maxim Group LLC has been engaged as TG-17, Inc.'s financial advisor to advise and assist with certain matters relating to the Direct Listing, including the price-setting mechanism on Nasdaq.
What is the significance of TG-17, Inc. being an 'emerging growth company'?
As an 'emerging growth company' and 'smaller reporting company,' TG-17, Inc. has elected to comply with certain reduced public company reporting requirements for this prospectus and may do so in future filings, which could mean less disclosure for investors.
How will the opening price of TG-17, Inc.'s stock be determined on Nasdaq?
Nasdaq will determine the opening price based on pre-opening buy and sell orders, continuously generating an indicative Current Reference Price. The Advisor, Maxim Group LLC, will approve proceeding at this price after a price validation test.
What happens if TG-17, Inc.'s Nasdaq application is not approved?
If the Nasdaq application is not approved, TG-17, Inc. will not complete this Direct Listing, as the listing is a condition to the offering, and the offering will be terminated.
What was the weighted average price paid by investors in previous TG-17, Inc. offerings?
The weighted average price paid per share by investors in previous offerings (excluding shares issued for cancelled indebtedness) was $1.062 per share.
Risk Factors
- Lack of Public Market History [high — market]: TG-17, Inc. has no prior public market history for its common stock. This lack of a trading record could lead to significant price volatility upon listing, making it difficult for investors to assess fair value and potentially increasing trading costs.
- Reliance on Existing Stockholder Sales [medium — financial]: The direct listing involves the resale of shares by existing stockholders, meaning TG-17, Inc. will not receive any proceeds. This limits the company's ability to raise capital through this offering to fund operations or growth initiatives.
- Controlled Company Status [medium — market]: Post-listing, CEO Doron Kempel will beneficially own approximately 98.16% of the voting power. This 'controlled company' status may limit the influence of other shareholders and potentially reduce independent oversight.
- Emerging Growth Company Status [low — regulatory]: As an 'emerging growth company' and 'smaller reporting company,' TG-17, Inc. benefits from reduced public reporting requirements. However, this also means less transparency for investors compared to companies with full reporting obligations.
Industry Context
TG-17, Inc. operates in a sector that is increasingly reliant on direct-to-consumer engagement and digital platforms. The competitive landscape is characterized by rapid technological advancements and evolving consumer preferences. Companies in this space often face challenges in differentiating their offerings and maintaining customer loyalty amidst numerous alternatives.
Regulatory Implications
As an emerging growth and smaller reporting company, TG-17, Inc. benefits from reduced disclosure requirements. However, it must still comply with ongoing SEC reporting obligations and Nasdaq listing standards. The controlled company status may also attract scrutiny regarding corporate governance practices.
What Investors Should Do
- Assess volatility risk
- Understand capital raising limitations
- Evaluate controlled company structure
Key Dates
- 2025-11-26: Aggregate Gross Proceeds Raised — Indicates the total capital raised by TG-17, Inc. from stock sales up to this date, providing context for its historical financing.
Glossary
- Direct Listing
- A method for a company to list its shares on a stock exchange without the traditional underwriting process of an Initial Public Offering (IPO). Existing shares are sold directly to the public. (TG-17, Inc. is utilizing this method, meaning the company itself will not raise capital from the offering.)
- Controlled Company
- A company where more than 50% of the voting power is held by an individual, group, or another company. Such companies are exempt from certain corporate governance requirements. (TG-17, Inc. will be a controlled company with CEO Doron Kempel holding 98.16% of the voting power post-listing.)
- Emerging Growth Company (EGC)
- A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. EGCs are eligible for scaled disclosure requirements under the JOBS Act. (TG-17, Inc. is an EGC, allowing it to provide less extensive financial and business disclosures in its S-1/A filing.)
- Smaller Reporting Company (SRC)
- A company that meets certain revenue and public float thresholds, allowing for reduced SEC reporting requirements. (TG-17, Inc. is also an SRC, further simplifying its public disclosure obligations.)
- Rule 144
- A Securities and Exchange Commission (SEC) rule that provides a safe harbor for the resale of restricted and control securities of public companies. (This rule governs the 'freely sellable' shares not included in the registration statement, indicating how those shares can be sold into the public market.)
Year-Over-Year Comparison
This S-1/A filing represents an initial step towards public trading for TG-17, Inc., rather than a comparison to a prior public filing. Key metrics such as revenue, net income, and margins are not available for comparison as the company has not previously been a publicly traded entity with comparable reporting. The primary focus of this filing is to register shares for resale by existing stockholders and to establish a public market for the company's stock.
Filing Stats: 4,660 words · 19 min read · ~16 pages · Grade level 16.1 · Accepted 2025-11-26 17:08:59
Key Financial Figures
- $0.0001 — 3,681 shares of common stock, par value $0.0001 per share (the " Common Stock ") of TG-
- $116,428,473 — ber 26, 2025, we raised an aggregate of $116,428,473 in gross proceeds from the sales of our
- $16,270,000 — btedness in the amount of approximately $16,270,000. The weighted average price paid per sh
- $1.062 — cluding the cancelled indebtedness) was $1.062 per share under the exemptions from reg
Filing Documents
- forms-1a.htm (S-1/A) — 4327KB
- ex5-1.htm (EX-5.1) — 22KB
- ex23-1.htm (EX-23.1) — 4KB
- logo_001.jpg (GRAPHIC) — 5KB
- logo_002.jpg (GRAPHIC) — 2KB
- chart_001.jpg (GRAPHIC) — 30KB
- chart_002.jpg (GRAPHIC) — 249KB
- chart_003.jpg (GRAPHIC) — 252KB
- audit_001.jpg (GRAPHIC) — 68KB
- ex5-1_001.jpg (GRAPHIC) — 4KB
- ex5-1_002.jpg (GRAPHIC) — 2KB
- ex23-1_001.jpg (GRAPHIC) — 7KB
- 0001493152-25-025181.txt ( ) — 13022KB
- tg17-20250930.xsd (EX-101.SCH) — 53KB
- tg17-20250930_cal.xml (EX-101.CAL) — 60KB
- tg17-20250930_def.xml (EX-101.DEF) — 260KB
- tg17-20250930_lab.xml (EX-101.LAB) — 432KB
- tg17-20250930_pre.xml (EX-101.PRE) — 336KB
- forms-1a_htm.xml (XML) — 1733KB
Risk Factors
Risk Factors 6 Market and Industry Data 30 Shares Offered for Resale 31
Use of Proceeds
Use of Proceeds 32 Registered Stockholders 32 Dividend Policy 73 Capitalization 73 Management's Discussion & Analysis of Financial Condition and Results of Operations 74
Business
Business 86 Management 99 Executive and Director Compensation 103
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 108 Certain Relationships and Related Person Transactions 112
Description of Capital Stock
Description of Capital Stock 113 Shares Eligible for Future Sale 123 Sale Price History of Our Capital Stock 124 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock 127 Plan of Distribution 131 Legal Matters 135 Experts 135 Where You Can Find Additional Information 135 Index to Consolidated Financial Statements F-1 i You should rely only on the information provided in this prospectus, including any documents incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Registered Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. We have not undertaken any efforts to qualify this offering for offers to individual investors in any jurisdiction outside the U.S.; therefore, individual investors located outside the U.S. should not expect to be eligible to participate in this offering. Through and including [], 2025 (the 25th day after the listing date of our Common Stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results an