Dror Ortho-Design filings document the regulatory record of a Delaware medical-device company developing the ZSmile orthodontic platform. The company’s SEC disclosures include Form S-1 amendments related to registered securities offerings, Form 8-K reports for material definitive agreements, and Form 12b-25 notices tied to periodic-report timing.
Key filing subjects include common stock, private placements of debentures, warrant provisions, capital-structure disclosures, smaller reporting company status, and the company’s lack of securities registered under Section 12(b). The filings also provide formal context for governance, financing arrangements, reporting obligations, and risk disclosures associated with its orthodontic technology business.
Dror Ortho-Design, Inc. (DROR) reported that stockholders approved all proposals submitted at its September 23, 2026 special meeting. As of August 27, 2026, 976,997,116 common shares were outstanding and entitled to vote. The company also had 5,847,937 Series A Convertible Preferred shares outstanding, entitled to cast an aggregate 584,793,700 votes, subject to beneficial ownership limitations.
The first displayed vote tally recorded 707,862,992.08 votes for and 1,451,900 against; the second recorded 709,192,992.08 votes for and 121,900 against. The results are final, and no other matters were considered or voted on.
Dror Ortho-Design, Inc. (DROR) has filed Amendment No. 4 to its Form S-1 for a firm-commitment underwritten offering of 3,636,364 shares of common stock at an assumed price of $4.13 per share, with an equal alternative of Prefunded Warrants, plus 545,455 over-allotment shares and 254,545 Underwriter Warrants. The company expects to complete a 1-for-550 reverse stock split prior to or upon effectiveness and will only proceed if its common stock is approved for listing on the Nasdaq Capital Market.
On a post-split basis, shares outstanding are expected to be 1,776,358 before and 5,412,722 after the offering (assuming no Prefunded Warrants and no warrant exercises). Estimated net proceeds are about $13 million (or $15 million with full over-allotment), to be used primarily for working capital and general corporate purposes. Dror is a development-stage Israel-based orthodontic device company with its AI-based ZSmile Platform cleared as a Class II medical device via FDA 510(k), but it currently generates no revenue and reported net losses of $2.5 million in 2025 and $5.8 million in 2024.
The independent auditor expressed substantial doubt about Dror’s ability to continue as a going concern, citing recurring losses and cash of about $228 thousand as of December 31, 2025. The company discloses that it will need additional capital, faces significant geopolitical and macroeconomic risks due to operating entirely in Israel, and competes against large established clear-aligner companies in a market projected to grow from $8.3 billion in 2025 to $56.8 billion by 2033.
Dror Ortho-Design, Inc. (DROR) is calling a virtual special stockholder meeting on September 23, 2026 to seek approval of a charter amendment authorizing the Board, in its discretion within one year, to implement a reverse stock split of all outstanding common shares at a ratio between 1-for-2 and 1-for-2,000. The company states the main purpose is to raise the per‑share trading price to support a potential uplisting to the Nasdaq Capital Market and broaden institutional investor interest, while noting there is no assurance the price increase will be proportional or sustained.
As of August 27, 2026, there were 976,997,116 common shares outstanding and 5,847,937 Series A Convertible Preferred shares, which carry an aggregate of 584,793,700 votes on the proposals, subject to beneficial ownership limits. A second item would allow adjournment of the meeting to solicit additional proxies if needed. The Board unanimously recommends voting “FOR” both the reverse split authorization and the adjournment proposal.
Dror Ortho-Design, Inc. (DROR) is calling a virtual special stockholder meeting on September 23, 2026 to seek approval to amend its Charter to implement a reverse stock split of its common stock. The Board may choose any ratio in a range from 1-for-2 to 1-for-2,000 within one year after stockholder approval and would decide the exact ratio later.
The company states the main goal is to increase the trading price of its common stock to support a potential uplisting to the Nasdaq Capital Market and broaden institutional investor interest and liquidity. As of August 27, 2026, there were 976,997,116 common shares and 5,847,937 Series A Convertible Preferred shares outstanding, with the preferred entitled to an aggregate 584,793,700 votes. The reverse split would reduce outstanding common shares proportionally but leave each holder’s percentage ownership largely unchanged aside from rounding of fractional shares, which will be rounded up. A second proposal would allow adjournment of the meeting to solicit more votes if needed.
Dror Ortho-Design, Inc. (DROR) entered into a Securities Purchase Agreement for a private placement of unsecured debentures with institutional purchasers. The company issued $275,000 aggregate principal amount of zero-coupon debentures due October 19, 2026, in a transaction exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D.
If Dror completes a public equity offering before maturity, the then-outstanding debentures automatically convert into common stock at the public offering per-share price, and those conversion shares receive the same terms and accompanying warrants as public offering investors. Purchasers are also entitled, upon such a public offering, to additional warrants with coverage formulas based on 100%–150% of the debenture conversion shares and hypothetical public-offering warrant allocations. Any debenture conversion or warrant exercise is limited by a 9.99% beneficial ownership cap per holder, adjustable with 61 days’ notice. Warrants, if issued, will be exercisable immediately at the public offering price, have a five-year term, include customary anti-dilution and price-based adjustments, and will not be listed on a national exchange.
Dror Ortho-Design, Inc., a development-stage orthodontic device company, reports continued losses for the quarter ended June 30, 2026 while advancing its AI-based aligner platform toward FDA 510(k) submission. The company has not generated material revenues and remains focused on research and development and corporate overhead.
For the quarter, net loss was $625,143, and for the first half of 2026 net loss was $1,263,809, driven by research and development expenses of $269,179 and general and administrative expenses of $723,781 over six months. Operating cash outflow was $709,019 in the half year, partially offset by $575,000 of new convertible debentures.
As of June 30, 2026 total assets were $365,689 against liabilities of $4,303,209, including $1,873,777 of convertible promissory notes, a $993,779 derivative warrant liability and a $520,000 registration rights liability, resulting in a stockholders’ deficit of $3,937,520 and negative working capital of $3,751,932. Management discloses substantial doubt about the company’s ability to continue as a going concern and plans to seek additional financing while targeting about $1.5 million of spending over 18 months to advance its platform and regulatory efforts.
Dror Ortho-Design, Inc. filed an initial insider ownership report for Chief Financial Officer Israeli Ran on Form 3. The filing lists no reportable transactions, with buy, sell, exercise, gift, tax withholding, and restructuring share counts all shown as zero.
Dror Ortho-Design, Inc. reported a first-quarter 2026 net loss of $638,666 as it continues developing its orthodontic alignment platform with no material revenues. Operating expenses were $497,194, mainly research and development and general and administrative costs.
Cash fell to $23,802 at March 31, 2026, while total liabilities reached $3,566,158 against total assets of $253,781, resulting in a stockholders’ deficit of $3,312,377. Management disclosed substantial doubt about the company’s ability to continue as a going concern and is relying on bridge debentures from existing investors and future capital raises to fund operations.
The company is advancing an AI-based orthodontic platform and expects to spend about $1.5 million over 18 months on development and regulatory work. It also noted regional war risks in Israel, though impacts to date were described as immaterial. In April 2026, it added new bridge financing and appointed Ran Israeli as Chief Financial Officer.
Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of 0% interest debentures with an aggregate principal amount of $275,000, due on June 28, 2026. The debentures may automatically convert into common stock at the per-share price of any future public offering.
If a public offering occurs, investors are also entitled to receive warrants to buy common stock, with the number of warrants tied to the potential conversion shares and the size of the public offering allocation. Any warrants issued will be exercisable immediately at the public offering price and will expire five years after issuance. Both the debentures and any warrants carry ownership caps that generally limit a holder to beneficial ownership below 4.99%, with an option to increase this cap to 9.99% on 61 days’ notice. The transaction was completed as an unregistered offering under Section 4(a)(2) and Regulation D.
Dror Ortho-Design, Inc. is registering up to 3,636,364 shares of common stock, 3,636,364 prefunded warrants, 254,545 underwriter warrants, and 3,890,909 underlying shares in a firm-commitment public offering tied to a planned Nasdaq Capital Market listing.
The assumed public offering price is $4.13 per share, with a 30‑day over-allotment option for 545,455 additional shares. A 1‑for‑550 reverse stock split will occur prior to effectiveness. Net proceeds are estimated at about $13 million, or $15 million with full over-allotment, mainly for working capital and general corporate purposes.
On a post‑split basis, common stock outstanding is expected to rise from 1,776,358 to 5,412,722 shares, assuming no prefunded warrants are sold and no underwriter warrants are exercised. The company has a going concern warning, cash of about $228 thousand as of December 31, 2025, and plans to commercialize its FDA 510(k)‑cleared ZSmile clear-aligner platform while operating amid elevated geopolitical and macroeconomic risks.