Bond (OBAI) Eyes Nasdaq Direct Listing; CEO to Hold 99.28% Voting Power

TL;DR

**OBAI's direct listing is a high-risk gamble with extreme founder control; expect volatility and limited minority shareholder sway.**

AI Summary

TG-17, Inc. (OBAI), operating as Bond, is pursuing a direct listing on the Nasdaq Global Market, offering up to 8,290,298 shares of common stock for resale by existing Registered Stockholders. The company itself is not selling any securities and will not receive proceeds from this offering. As of September 30, 2025, Bond has raised an aggregate of $115,428,223 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 private offerings (excluding cancelled indebtedness) was $1.062. Upon completion of the direct listing, CEO Doron Kempel will beneficially own approximately 99.28% of the voting power, making TG-17 a 'controlled company' under Nasdaq rules. The offering represents approximately 22.27% of the company's restricted common stock on a fully-diluted basis. The S-1 highlights that no public market currently exists for its common stock, and the direct listing method may lead to higher price volatility compared to an underwritten IPO.

Why It Matters

This direct listing for TG-17, Inc. (Bond) is significant for investors as it introduces a new, potentially volatile stock to the Nasdaq without a traditional underwritten IPO, meaning no investment bank is stabilizing the initial price. The high concentration of voting power, with CEO Doron Kempel owning 99.28%, raises corporate governance concerns and limits minority shareholder influence, potentially impacting investor confidence. For employees and customers, the listing could bring increased visibility and capital access for Bond, a company that has already raised over $115 million privately. In the competitive fintech or financial services landscape, this move could enable Bond to scale faster, but its 'controlled company' status might deter some institutional investors.

Risk Assessment

Risk Level: high — The risk level is high due to several factors: the absence of a public market history for OBAI's common stock, the inherent volatility associated with direct listings compared to underwritten IPOs, and the significant concentration of voting power (99.28%) in CEO Doron Kempel, which makes the company a 'controlled company' and allows it to forgo certain corporate governance requirements. The filing explicitly states, "Investing in our Common Stock involves a high degree of risk." Additionally, the weighted average private sale price of $1.062 per share may have little relation to the opening public price, creating uncertainty.

Analyst Insight

Investors should approach OBAI with extreme caution, recognizing the high volatility potential and the lack of an underwriter to stabilize the initial trading. Given CEO Doron Kempel's 99.28% voting control, minority shareholders will have virtually no influence, so investors should carefully evaluate the long-term vision and management's track record. Consider waiting for post-listing price discovery and more financial details before making any investment decisions.

Financial Highlights

debt To Equity

N/A

revenue

$N/A

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

Key Numbers

• $115,428,223 — Gross proceeds from stock sales (Aggregate amount raised from inception through September 30, 2025)
• $16,270,000 — Shares issued for debt cancellation (Portion of gross proceeds from shares issued for cancellation of indebtedness)
• $1.062 — Weighted average price per share (Price paid by investors in private offerings (excluding cancelled indebtedness))
• 8,290,298 — Shares of Common Stock for resale (Maximum number of shares Registered Stockholders may sell in the direct listing)
• 22.27% — Percentage of restricted common stock (Shares offered for sale by Registered Stockholders as a percentage of fully-diluted restricted common stock)
• 99.28% — Voting power of CEO Doron Kempel (Beneficial ownership of voting power by the founder and CEO upon completion of the offering)
• 27,745,467 — Shares not being registered (Total shares of common stock and convertible securities not included in this S-1 registration)

Key Players & Entities

• TG-17, Inc. (company) — Registrant and issuer of common stock
• Bond (company) — dba name for TG-17, Inc.
• OBAI (company) — Proposed Nasdaq ticker symbol
• Doron Kempel (person) — Chief Executive Officer and founder, holding 99.28% voting power
• Nasdaq Global Market (regulator) — Exchange where OBAI seeks to list its common stock
• SEC (regulator) — Securities and Exchange Commission, where S-1 is filed
• Maxim Group LLC (company) — Financial advisor for the Direct Listing
• The Crone Law Group, P.C. (company) — Legal counsel for the registrant
• VCorp Services, LLC (company) — Agent for service for the registrant
• Mark Crone, Esq. (person) — Legal counsel from The Crone Law Group, P.C.

FAQ

Risk Factors

• Lack of Public Market and Price Volatility [high — market]: TG-17, Inc. has no established public market for its common stock. The direct listing method, while avoiding underwriter fees, may lead to higher price volatility compared to a traditional IPO, potentially impacting investor confidence and stock valuation.
• Controlled Company Status [medium — market]: Upon completion of the direct listing, CEO Doron Kempel will beneficially own approximately 99.28% of the voting power. This 'controlled company' status under Nasdaq rules may limit the influence of independent directors and potentially reduce minority shareholder protections.
• Reliance on Private Funding and Debt Cancellation [medium — financial]: The company has raised $115,428,223 in gross proceeds, with $16,270,000 from shares issued for debt cancellation. This reliance on private funding and debt conversion suggests a history of financial challenges and may indicate future funding needs.
• Significant Percentage of Shares for Resale [medium — market]: Registered Stockholders are offering up to 8,290,298 shares, representing approximately 22.27% of the company's restricted common stock on a fully-diluted basis. A large volume of shares being sold by existing holders could exert downward pressure on the stock price.

Industry Context

TG-17, Inc. operates in a sector that is increasingly reliant on digital platforms and data analytics. The competitive landscape is characterized by rapid technological advancements and evolving customer expectations. Companies in this space often face challenges in user acquisition, retention, and monetization strategies.

Regulatory Implications

As a company pursuing a direct listing, TG-17, Inc. must comply with Nasdaq's listing requirements and SEC regulations. The 'controlled company' status may also bring specific disclosure and governance considerations under Nasdaq rules.

What Investors Should Do

1. Assess price volatility risk
2. Evaluate CEO's control
3. Understand the resale nature of the offering

Glossary

Direct Listing

A method for a company to list its shares on a stock exchange without the involvement of underwriters. Existing shareholders can sell their shares directly to the public. (TG-17, Inc. is using this method, which can lead to higher price volatility and does not raise capital for the company.)

Registered Stockholders

Shareholders who have their shares registered with the SEC, allowing them to sell those shares in a public offering. (These are the entities selling shares in the current direct listing, not the company itself.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. Nasdaq has specific exemptions for controlled companies regarding board composition. (TG-17, Inc. will become a controlled company with its CEO holding 99.28% of the voting power.)

Fully-diluted basis

A calculation of a company's shares outstanding that includes all potential shares, such as those from stock options, warrants, and convertible securities. (Used to determine the total percentage of shares being offered for resale (22.27%) relative to the company's total potential equity.)

Year-Over-Year Comparison

No prior S-1 filing information is available in the provided context to compare key metrics. The current S-1 filing details the company's plan for a direct listing and its financial history up to September 30, 2025, including $115,428,223 in gross proceeds raised.

Key Financial Figures

• $0.0001 — 0,298 shares of common stock, par value $0.0001 per share (the " Common Stock ") of TG-
• $115,428,223 — ber 30, 2025, we raised an aggregate of $115,428,223 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-1.htm (S-1) — 4564KB
• ex3-1.htm (EX-3.1) — 71KB
• ex3-3.htm (EX-3.3) — 140KB
• ex3-4.htm (EX-3.4) — 130KB
• ex3-5.htm (EX-3.5) — 130KB
• ex3-6.htm (EX-3.6) — 283KB
• ex3-7.htm (EX-3.7) — 159KB
• ex3-8.htm (EX-3.8) — 159KB
• ex3-9.htm (EX-3.9) — 21KB
• ex3-10.htm (EX-3.10) — 142KB
• ex3-11.htm (EX-3.11) — 160KB
• ex4-1.htm (EX-4.1) — 327KB
• ex4-2.htm (EX-4.2) — 399KB
• ex4-3.htm (EX-4.3) — 93KB
• ex4-4.htm (EX-4.4) — 114KB
• ex4-5.htm (EX-4.5) — 114KB
• ex4-6.htm (EX-4.6) — 114KB
• ex5-1.htm (EX-5.1) — 21KB
• ex10-1.htm (EX-10.1) — 297KB
• ex10-2.htm (EX-10.2) — 178KB
• ex10-3.htm (EX-10.3) — 92KB
• ex10-4.htm (EX-10.4) — 373KB
• ex10-5.htm (EX-10.5) — 30KB
• ex10-6.htm (EX-10.6) — 196KB
• ex10-7.htm (EX-10.7) — 102KB
• ex10-8.htm (EX-10.8) — 51KB
• ex10-9.htm (EX-10.9) — 59KB
• ex10-10.htm (EX-10.10) — 72KB
• ex21-1.htm (EX-21.1) — 6KB
• ex23-1.htm (EX-23.1) — 13KB
• ex99-1.htm (EX-99.1) — 5KB
• ex99-2.htm (EX-99.2) — 5KB
• ex99-3.htm (EX-99.3) — 5KB
• ex107.htm (EX-FILING FEES) — 30KB
• ex10-1_001.jpg (GRAPHIC) — 2KB
• ex10-4_001.jpg (GRAPHIC) — 12KB
• ex10-4_002.jpg (GRAPHIC) — 3KB
• ex10-6_001.jpg (GRAPHIC) — 505KB
• ex10-6_002.jpg (GRAPHIC) — 10KB
• ex10-7_001.jpg (GRAPHIC) — 88KB
• ex10-7_002.jpg (GRAPHIC) — 131KB
• ex10-7_003.jpg (GRAPHIC) — 77KB
• ex10-8_001.jpg (GRAPHIC) — 10KB
• 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) — 10KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• ex5-1_003.jpg (GRAPHIC) — 6KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-25-017274.txt ( ) — 18988KB
• tg17-20250630.xsd (EX-101.SCH) — 49KB
• tg17-20250630_cal.xml (EX-101.CAL) — 58KB
• tg17-20250630_def.xml (EX-101.DEF) — 242KB
• tg17-20250630_lab.xml (EX-101.LAB) — 400KB
• tg17-20250630_pre.xml (EX-101.PRE) — 323KB
• forms-1_htm.xml (XML) — 1634KB
• ex107_htm.xml (XML) — 5KB

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 67 Capitalization 67 Management's Discussion & Analysis of Financial Condition and Results of Operations 68

Business

Business 79 Management 92 Executive and Director Compensation 96

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 101 Certain Relationships and Related Person Transactions 104

Description of Capital Stock

Description of Capital Stock 105 Shares Eligible for Future Sale 113 Sale Price History of Our Capital Stock 114 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock 116 Plan of Distribution 120 Legal Matters 124 Experts 124 Where You Can Find Additional Information 124 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

View Full Filing

View this S-1 filing on SEC EDGAR