Dror Ortho-Design Targets Nasdaq with $4.13 IPO, 1-for-550 Reverse Split

Ticker: DROR · Form: S-1/A · Filed: Apr 1, 2026 · CIK: 0001282980

Sentiment: bearish

Topics: Orthodontics, Medical Devices, IPO, Reverse Stock Split, Nasdaq Listing, Development Stage, AI Platform

Related Tickers: DROR, ALGN

TL;DR

**DROR is making a high-stakes bet on Nasdaq and its ZSmile platform, but without revenue and a massive reverse split, this IPO is a speculative gamble.**

AI Summary

Dror Ortho-Design, Inc. (DROR) is offering up to 3,636,364 shares of common stock at an assumed public offering price of $4.13 per share, alongside prefunded warrants and underwriter warrants. The company, currently trading on the OTC Pink Limited Market under 'DROR' at $0.0052 per share as of March 31, 2026, has applied for listing on the Nasdaq Capital Market and will not proceed with the offering if approval is not granted. A significant corporate action is an expected 1-for-550 reverse stock split, approved by stockholders on June 23, 2025, which will adjust the 976,997,116 outstanding shares. Dror Ortho-Design is a development-stage company with no current revenues, focusing on its proprietary AI-based 'ZSmile' platform for discreet, less painful nighttime smile correction, which has received 510(k) FDA clearance as a Class II medical device. Key risks include dependence on market acceptance of ZSmile, intense competition from established aligner companies, and the need for additional financing due to continued operating losses.

Why It Matters

This S-1/A filing signals Dror Ortho-Design's intent to uplist from the OTC Pink Limited Market to Nasdaq, a move that could significantly enhance liquidity and investor visibility for DROR. The proposed 1-for-550 reverse stock split is a critical step to meet Nasdaq's listing requirements, but it also carries the risk of further price volatility. For investors, this offering provides an opportunity to invest in a development-stage medical device company aiming to disrupt the orthodontic market with its ZSmile platform, but it comes with substantial risks given the company's lack of revenue and established competition like Align Technology.

Risk Assessment

Risk Level: high — The risk level is high because Dror Ortho-Design is a development-stage company with no current revenues, as explicitly stated in the filing: 'our company is in the development stage, is not generating revenues and has no operating history.' Furthermore, the company expects 'continued operating losses' and faces intense competition from 'large internationally established aligner companies,' indicating significant market and financial uncertainty.

Analyst Insight

Investors should approach DROR with extreme caution, recognizing it as a highly speculative investment. Monitor the Nasdaq listing approval and the actual execution of the 1-for-550 reverse stock split. Consider waiting for evidence of revenue generation and market acceptance of the ZSmile platform before committing capital.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$1,008,615
total Debt
$0
net Income
-$1,108,290
eps
N/A
gross Margin
N/A
cash Position
$10,838
revenue Growth
N/A

Executive Compensation

NameTitleTotal Compensation
Dr. Dror Ben-YosefChief Executive Officer and Chairman of the Board$150,000
Yossi Ben-YosefChief Financial Officer$120,000

Key Numbers

Key Players & Entities

FAQ

What is Dror Ortho-Design's primary business?

Dror Ortho-Design, Inc. is a development-stage company focused on disrupting the aligner market with its proprietary AI-based 'ZSmile' platform. This platform is designed to correct smiles discreetly and less painfully, primarily for nighttime use, and has received 510(k) clearance from the FDA as a Class II medical device.

What is the assumed public offering price for Dror Ortho-Design's shares?

The assumed public offering price for Dror Ortho-Design's common stock in this offering is $4.13 per share. This price is subject to negotiation between the company and underwriters and may not be indicative of the final public offering price.

Why is Dror Ortho-Design conducting a reverse stock split?

Dror Ortho-Design expects to effect a 1-for-550 reverse stock split to increase its per-share price, which is often a requirement for listing on major exchanges like the Nasdaq Capital Market. Stockholders approved this action on June 23, 2025.

Has Dror Ortho-Design received FDA clearance for its ZSmile platform?

Yes, Dror Ortho-Design's ZSmile platform, which is a Class II medical device, received 510(k) clearance from the FDA for commercialization in the U.S. This clearance is crucial for its ability to market and sell the product.

What are the key risks for Dror Ortho-Design investors?

Key risks include the company being in the development stage with no current revenues, expecting continued operating losses, facing intense competition from established aligner companies, and the uncertainty of market acceptance for its ZSmile platform. The success of the offering is also contingent on Nasdaq listing approval.

What is the current trading status of Dror Ortho-Design's common stock?

As of March 31, 2026, Dror Ortho-Design's Common Stock was approved for quotation on the OTC Pink Limited Market under the symbol 'DROR,' with a last reported sales price of $0.0052 per share.

Who is the CEO of Dror Ortho-Design, Inc.?

Mr. Eliyahu (Lee) Haddad is the Chief Executive Officer of Dror Ortho-Design, Inc. His address is listed as Shatner Street 3, Jerusalem, Israel.

What is the total number of shares outstanding for Dror Ortho-Design before the reverse split?

As of March 31, 2026, Dror Ortho-Design had 976,997,116 shares of Common Stock outstanding, without giving effect to the expected 1-for-550 reverse stock split.

Will Dror Ortho-Design proceed with the offering if Nasdaq listing is not approved?

No, Dror Ortho-Design explicitly states in the filing that it 'will not proceed with this offering in the event that our Common Stock is not approved for listing on Nasdaq Capital Market.'

What is the exercise price for the Underwriter Warrants in the Dror Ortho-Design offering?

The Underwriter Warrants will be exercisable at a per share exercise price equal to 125% of the offering price per share, which is $5.1625, based on the assumed public offering price of $4.13.

Risk Factors

Industry Context

The clear aligner market is highly competitive, dominated by established players like Align Technology (Invisalign). Dror Ortho-Design aims to differentiate its ZSmile platform through AI-driven personalization and a focus on discreet, less painful nighttime correction. However, gaining market share against entrenched competitors with significant brand recognition and distribution networks will be challenging.

Regulatory Implications

The company's 510(k) FDA clearance for its ZSmile platform as a Class II medical device is a significant regulatory hurdle cleared. However, ongoing compliance with FDA regulations, quality system requirements, and potential international regulatory approvals remain critical for market access and sustained operations.

What Investors Should Do

  1. Evaluate the competitive landscape and ZSmile's differentiation.
  2. Assess the company's ability to secure future funding.
  3. Monitor Nasdaq listing approval and post-listing compliance.

Key Dates

Glossary

510(k) clearance
A premarket submission made to the FDA to demonstrate that the device to be marketed is at least as safe and effective, that is, substantially equivalent, to a legally marketed device. (Indicates the ZSmile platform has met FDA requirements for marketing as a Class II medical device, a key step for commercialization.)
Development-stage company
A company that has a plan or idea for a product or service but has not yet begun to market it. These companies typically have little to no revenue. (Highlights Dror Ortho-Design's current lack of revenue and its focus on future product development and market entry.)
Prefunded warrants
A type of warrant that allows an investor to purchase shares at a specified price, but the exercise price is typically nominal or zero, as the investor has already paid for the shares in the initial purchase. (Offered in the IPO, these allow investors to acquire shares at a lower effective cost, potentially appealing to those seeking immediate equity without full upfront payment.)
Reverse stock split
A corporate action in which a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (The proposed 1-for-550 split is critical for Dror Ortho-Design to meet Nasdaq's minimum share price requirement for listing.)

Year-Over-Year Comparison

This S-1/A filing (Amendment No. 3) follows previous filings and provides updated financial information as of December 31, 2023, showing zero revenue and a net loss of $1,108,290. Key risks remain consistent, focusing on the company's development-stage status, need for financing, and market acceptance of its ZSmile platform. The proposed reverse stock split and Nasdaq listing remain central to the offering strategy.

Filing Stats: 4,446 words · 18 min read · ~15 pages · Grade level 14.8 · Accepted 2026-04-01 06:33:14

Key Financial Figures

Filing Documents

Use of Proceeds

Use of Proceeds 41 Dividend Policy 42 Capitalization 43

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations 46

Business

Business 51 Directors, Executive Officers and Corporate Governance 67

Executive Compensation

Executive Compensation 71 Certain Relationships and Related Party Transactions 77 Principal Stockholders 78

Description of Capital Stock

Description of Capital Stock 80

Description of Securities We Are Offering

Description of Securities We Are Offering 85 Shares Eligible for Future Sale 86

Underwriting

Underwriting 88 Legal Matters 96 Experts 96 Where You Can Find More Information 96 Index to Consolidated Financial Statements F-1 i ABOUT THIS PROSPECTUS No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under "Where You Can Find More Information." ii CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS and other written reports made from time to time by us that are not historical facts, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, constitute so-called "forward-looking statements," all of which are subject to risks and uncertainties. Forward-looking "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would," and other words of similar meaning, although not all forward-looking statements contain these identifying words. Forward-looking statements are likely to address our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional financing; our ability to retain and recruit key personnel; our financial performance; our ability to become profitable and generate consistent cash flows to remain profitable; our ability to fund our working capital requirements; developments and projections relating to our competitors or our industry; and our proprietary AI-based platform to correct people's smiles in a discreet and less painful manner (the "Platform") and any other products, among other things. You should carefully consider any such statement and should understand that many factors could cause actual results to differ materially from our forward-looking statements. Such risks and uncertainties include but are not limited to the following: our operations and financial performance depend on global and regional economic conditions. Inflation, fluctuations in currency exchange rates, changes in consumer confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect our business, results of

Forward-Looking Statements". Unless the context indicates otherwise, references in this prospectus to the "Company,"

Forward-Looking Statements". Unless the context indicates otherwise, references in this prospectus to the "Company," "Dror," "we," "us," "our" and similar terms refer to Dror Ortho-Design, Inc. (f/k/a Novint Technologies, Inc.) after the consummation of the Share Exchange (as defined below). References to "Private Dror" refer to the predecessor company (now a wholly owned subsidiary of Dror Ortho-Design, Inc.) prior to the consummation of the Share Exchange. Our Company We have reimagined the way people can correct their smile. We plan to disrupt the aligner market by offering millions of people a revolutionary alternative. We believe that people do not need to change their lifestyle to correct their smile as they are required to do with existing aligner solutions. Existing aligner solutions generally share the same treatment principles, which are different from our solution. In most cases, patients seeking to improve their smile need to undergo a 12-to-15 month process of wearing plastic aligners, which need to be worn the entire day and should only be removed while eating or drinking. Patients are prescribed a series of 20 to 30 aligners that are intended to forcefully move teeth progressively closer to their intended final position. This process causes pain every time a new aligner is used and restricts blood circulation, which counterproductively slows down tooth movement. All-day aligner solutions are also intrusive, as patients need to conduct their lives at work or school wearing the plastic aligners. In addition, most existing aligner therapies require multiple visits to an orthodontist to monitor the progress of treatment plans through intraoral scanning, physical examination and patient testimony. We believe that recent rapid advancements in technology have made traditional aligner solutions no longer the most effective treatment option for smile correction. Our Company has developed a proprietary AI-based platform to correct people's smiles in a d

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