Dror Ortho-Design, Inc. (DROR) issues $200K 0% debentures with warrant rights

Rhea-AI Filing Summary

Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of 0% debentures with an aggregate principal amount of $200,000, maturing on February 2, 2026. If the company completes a public offering before maturity, the outstanding debentures will automatically convert into common shares at the public offering share price, with those shares carrying the same terms and any accompanying warrants and registration rights as in the offering.

Subject to the completion of that public offering, investors are also entitled to warrants for additional common shares, with quantities tied to the number of debenture conversion shares and a defined “warrant subscription amount.” Any warrants issued will be immediately exercisable at the public offering price and will expire five years after issuance. Both debenture conversions and warrant exercises are capped so that a holder cannot beneficially own more than 9.99% of outstanding common stock. The transaction was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D.

Insights

Capital markets analyst

Dror Ortho-Design secures a small 0% debenture financing tied to a possible public offering.

Dror Ortho-Design, Inc. raised $200,000 through short-term debentures that carry a 0% interest rate and mature on February 2, 2026. The structure links repayment to a future public offering: if such an offering occurs before maturity, the debentures automatically convert into common shares at the same price paid by public investors, aligning debenture holder economics with the offering terms.

The agreement also provides for potential warrants, with quantities based on the number of conversion shares and a defined warrant subscription amount, and a five-year term once issued. Both the debentures and any warrants include a 9.99% beneficial ownership cap, limiting how much of the company any single investor can hold after conversions or exercises. Overall, this looks like a modest, structured financing that prepares for a potential public offering, without clear indication in this excerpt of a transformative impact on the company’s scale or strategy.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2025

Dror Ortho-Design, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware		000-51783		85-0461778
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Shatner Street 3 Jerusalem, Israel		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +972 (0)74-700-6700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 amount under the Purchase Agreement (the “Warrant Subscription Amount”); or (ii) in the event that the Debentures are not outstanding as of the Public Offering Closing Date, 100% of the Warrant Subscription Amount. The transactions contemplated by the Purchase Agreement were consummated on December 2, 2025, for an aggregate purchase price of $200,000.

The Purchase Agreement contains customary representations, warranties and covenants by the Company and customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and were subject to limitations agreed upon by the parties.

The Private Placement is exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Debentures and Warrants were offered without any general solicitation by the Company or its representatives.

Debentures

The Debentures bear an interest rate of 0% per annum and have a maturity date of February 2, 2026, which may be extended by the holder for subsequent periods of 60 days upon prior written notice to the Company. The Debentures also set forth certain customary events of default after which the Debentures may be declared immediately due and payable, including certain types of bankruptcy or insolvency events of default. Subject to the satisfaction of certain conditions, including applicable prior notice to the holders of the Debentures, at any time prior to the Maturity Date, the Company may elect to prepay all or a portion of the-then outstanding principal amount of the Debentures.

In the event that prior to the Maturity Date the Company consummates a Public Offering, the then-outstanding principal amount of the Debentures automatically converts into shares of the Company’s Common Stock (the “Debenture Shares”) at a conversion price equal to the per share price of the shares of Common Stock offered in the Public Offering. The Debenture Shares, if any, are subject to the same terms and conditions as the shares of Common Stock issued in the Public Offering, including the issuance of any accompanying warrants to purchase shares of Common Stock issued and registration rights granted, if any, to investors in the Public Offering.

A holder of a Debenture is prohibited from converting the Debenture into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of our Common Stock then issued and outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Debenture. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company.

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Warrants

The Warrants, if issued, will be exercisable for shares of Common Stock immediately upon issuance, at an exercise price equal to the per share price of the shares of Common Stock offered in the Public Offering (the “Exercise Price”), if any, and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment. A holder of the Warrants may not exercise any portion of such holder’s Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 9.99% of the Company’s outstanding shares of Common Stock immediately after exercise of such Warrants. There is no established public trading market for the Warrants and the Company does not intend to list the Warrants on any national securities exchange or nationally recognized trading system.

The foregoing descriptions of the Purchase Agreement, the Debentures and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the Debentures and the Warrants, forms of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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.

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)

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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

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FAQ

What financing did Dror Ortho-Design, Inc. (DROR) announce in this 8-K?

Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of debentures with an aggregate principal amount of $200,000, maturing on February 2, 2026. The transaction closed on December 2, 2025.

What are the key terms of Dror Ortho-Design’s new debentures?

The debentures bear interest at 0% per annum and are due on February 2, 2026. The company may, subject to certain conditions and notice, prepay all or part of the outstanding principal before maturity, and the debentures include customary events of default, including certain bankruptcy or insolvency events.

How do Dror Ortho-Design’s debentures convert into common stock?

If Dror Ortho-Design completes a public offering before the maturity date, the then-outstanding principal of the debentures automatically converts into common shares at a conversion price equal to the public offering share price. The resulting debenture shares, if any, will have the same terms, including any accompanying warrants and registration rights, as the common shares issued in that public offering.

What warrant rights are associated with this Dror Ortho-Design financing?

Subject to completion of a public offering, purchasers are entitled to two types of warrants: purchase warrants linked to the number of debenture conversion shares, and additional warrants linked to a defined warrant subscription amount. Any warrants issued will be exercisable immediately at the public offering share price and will expire five years from issuance.

Is there an ownership limit for holders of Dror Ortho-Design’s debentures and warrants?

Yes. A holder cannot convert debentures or exercise warrants if doing so would cause it, together with its affiliates, to beneficially own more than 9.99% of Dror Ortho-Design’s outstanding common stock after the transaction. Holders may adjust this percentage up or down (not above 9.99%) with 61 days’ advance notice for increases.

How was Dror Ortho-Design’s private placement structured under U.S. securities laws?

The private placement of debentures and related warrant rights was conducted as an unregistered offering relying on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Purchasers represented that they are accredited investors and acquired the securities for investment purposes.