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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.
Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of 0% senior debentures with an aggregate principal amount of $200,000, due April 27, 2026. The transaction closed the same day for a $200,000 purchase price.
If the company completes a public offering before maturity, the outstanding debentures automatically convert into common stock at the public offering share price, with resulting shares carrying the same terms as offering shares. Investors may also receive multi-year warrants with exercise prices tied to the public offering price, subject to formulas based on whether the debentures remain outstanding.
Both debenture conversions and warrant exercises are limited by a 9.99% beneficial ownership cap per holder. The securities were sold in a private placement to accredited investors under Section 4(a)(2) and Regulation D exemptions.
Dror Ortho-Design, Inc. files its annual report as a pre-revenue medical device company developing ZSmile, an AI-driven, nighttime smart aligner platform for treating Class 1 and 2 malocclusions. The platform combines a smartphone app, cloud-based AI analysis, and an IoT-enabled smart aligner using patented pulsating-air technology.
The company received FDA 510(k) clearance for its updated ZSmile platform as a Class II device in February 2026, building on prior clearance for its first-generation Aerodentis system. It reports only $228 thousand of cash as of December 31, 2025, net losses of $2.5 million in 2025 and $5.8 million in 2024, and a going concern warning from its auditor.
Dror operates entirely from Israel, exposing it to significant geopolitical and military risk, including recent regional conflicts. Management plans to spend about $1 million over the next 12 months on further ZSmile software, hardware, regulatory and IP development, but states it must raise additional equity or debt to fund operations and avoid severe strategic cutbacks.
Dror Ortho-Design, Inc. is registering 2,020,203 shares of common stock, related prefunded warrants and underwriter warrants in a firm-commitment public offering conditional on NYSE American listing approval. The company expects net proceeds of about $8.9 million, or $10.3 million with full over-allotment, mainly for working capital and general corporate purposes.
Dror plans a 1-for-450 reverse stock split before or upon effectiveness, which would raise post-split shares outstanding from 2,171,104 to about 4,191,307 if all common shares are sold and no prefunded or underwriter warrants are exercised. The business is pre-revenue, developing an AI-based orthodontic platform and has incurred recurring losses, with only $549 thousand of cash at December 31, 2024 and $240,362 at September 30, 2025, leading auditors and management to express substantial doubt about its ability to continue as a going concern without additional capital.
Operations are concentrated in Israel, exposing Dror to significant geopolitical and macroeconomic risks, including recent regional conflicts, potential supply chain disruptions and staffing impacts. The company also faces extensive regulatory, market-acceptance and competitive risks as it seeks FDA 510(k) clearance for its updated platform and attempts to enter a clear-aligner market dominated by large, established players.