Dror Ortho-Design Files 8-K with Material Agreement

Ticker: DROR · Form: 8-K · Filed: Dec 8, 2025 · CIK: 1282980

Sentiment: neutral

Topics: material-agreement, equity-sale, filing

TL;DR

Dror Ortho-Design signed a big deal, sold some stock, and filed financials. Big news incoming.

AI Summary

Dror Ortho-Design, Inc. entered into a Material Definitive Agreement on December 2, 2025. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. The filing was made on December 8, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material agreement and potential equity transactions, which could impact the company's future operations and stock.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by Dror Ortho-Design, Inc.?

The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on December 2, 2025.

What type of equity securities were sold in the unregistered sales reported?

The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.

When was Dror Ortho-Design, Inc. incorporated and in which state?

Dror Ortho-Design, Inc. was incorporated in Delaware.

What is the principal business address of Dror Ortho-Design, Inc.?

The principal executive offices are located at Shatner Street 3, Jerusalem, Israel.

What was the former name of Dror Ortho-Design, Inc. and when did the name change occur?

The former name was NOVINT TECHNOLOGIES INC, and the name change occurred on March 8, 2004.

Filing Stats: 1,617 words · 6 min read · ~5 pages · Grade level 15.1 · Accepted 2025-12-08 16:05:54

Key Financial Figures

Filing Documents

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2025, Dror Ortho-Design, Inc. (the "Company"), a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with each of the purchasers signatory thereto (each, a "Purchaser" and, collectively the "Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers in a private placement (the "Private Placement"), Debentures (the "Debentures") in an aggregate principal amount of $200,000 due February 2, 2026 (the "Maturity Date"). In addition, pursuant to the Purchase Agreement the Company agreed to issue (A) subject to the consummation of a public offering by the Company of its securities (the "Public Offering"), warrants to purchase up to a number of shares of common stock (the "Purchase Warrants"), par value $0.0001 per share (the "Common Stock"), equal to: (i) in the event the Debentures are outstanding as of the date of the consummation of the Public Offering (the "Public Offering Closing Date"), 150% of the Debenture Shares (as defined herein) issued, if any; or (ii) in the event that the Debentures are not outstanding as of the Public Offering Closing Date, 100% of the Debenture Shares that would have been issued, if any, as if such Debentures were outstanding as of the Public Offering Closing Date, and (B) subject to the completion of a Public Offering by the Company of warrants to purchase shares of Common Stock, additional warrants to purchase shares of Common Stock (the "Additional Warrants" and, collectively with the Purchase Warrants, the "Warrants") equal to: (i) in the event that the Debentures are outstanding as of the Public Offering Closing Date, 150% of the number of shares of Common Stock underlying the warrants issued in the Public Offering that the Purchaser would have been entitled to receive had the Purchaser participated in the Public Offering in the amount equal to the Purchaser's subscription

02 Unregistered Sales

Item 3.02 Unregistered Sales of Equity Securities The matters described in Item 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference. In connection with the issuance of the Preferred Shares and Warrants in the Private Placement described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Debenture, issued on December 2, 2025. 4.2 Form of Warrant. 10.1 Securities Purchase Agreement, dated December 2, 2025, by and among the Company and the investors signatory thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 8, 2025 Dror Ortho-Design, Inc. By: /s/ Eliyahu (Lee) Haddad Eliyahu (Lee) Haddad Chief Executive Officer 3

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