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  4. [8-K] Dror Ortho-Design, Inc. Reports Material Event

Dror Ortho-Design raises $275K in zero-coupon debt

Dror Ortho-Design, Inc. (DROR) entered into a Securities Purchase Agreement for a private placement of unsecured debentures with institutional purchasers.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.

Filing Explained

On August 19, 2026, Dror Ortho-Design confirmed that the private placement was consummated: purchasers acquired $275,000 of debentures, so the financing is completed rather than merely agreed, while the related conversion and warrant terms remain conditional on a future public offering.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Debenture Principal $275,000 Aggregate principal amount of debentures issued in the private placement
Interest Rate 0% per annum Stated interest rate on the debentures
Maturity Date October 19, 2026 Scheduled maturity of the debentures, extendable by holders in 60-day periods
Ownership Cap 9.99% Maximum beneficial ownership per holder after conversion or warrant exercise
Warrant Term Five years Duration of the warrants from date of issuance, if issued
Warrant Coverage Ratio 100%–150% Formulas for Purchase Warrants and Additional Warrants relative to debenture and offering allocations
Notice Period to Change Ownership Cap 61 days Required notice before an increased beneficial ownership limit becomes effective
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement with each of the purchasers"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Debentures financial
"agreed to sell to the Purchasers in a private placement Debentures"
A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.
Public Offering financial
"subject to the consummation of a public offering by the Company"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Regulation D regulatory
"Rule 506 of Regulation D of the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Section 4(a)(2) regulatory
"exemption for transactions by an issuer not involving any public offering under Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
beneficially own financial
"would beneficially own more than 9.99% of the Company’s outstanding shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What financing transaction did DROR announce on August 19, 2026?
Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a $275,000 private placement of zero-coupon debentures due October 19, 2026. The debentures may automatically convert into common stock upon a future public offering.

What are the key terms of Dror Ortho-Design (DROR) debentures issued in the private placement?
The debentures have 0% interest, an aggregate principal of $275,000, and mature on October 19, 2026. Before maturity, they automatically convert into common stock at the price of any qualifying public offering the company completes.

How will the DROR debentures convert into common stock if a public offering occurs?
If a public offering closes before maturity, the then-outstanding debentures convert automatically into common stock at the public offering per-share price. The resulting shares receive the same terms and any accompanying warrants as public investors.

What warrants could DROR investors receive in connection with the private placement?
Investors are entitled, upon a qualifying public offering, to Purchase Warrants and Additional Warrants sized at 100%–150% of specified debenture-related and hypothetical offering allocations. The warrants will have a five-year term and an exercise price equal to the public offering price.

What ownership limits apply to DROR debenture conversions and warrant exercises?
Each holder is restricted from beneficially owning more than 9.99% of DROR’s outstanding common stock after conversion or exercise. Holders may adjust this cap to another level up to 9.99%, effective 61 days after notice.

Under what securities law exemptions was the DROR private placement conducted?
The private placement relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Purchasers represented accredited investor status and acquired the securities for investment purposes.

Will DROR’s warrants from this transaction be publicly traded or listed?
No. Dror Ortho-Design states there is no established public trading market for these warrants and it does not intend to list them on any national securities exchange or recognized trading system.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001282980 0001282980 2026-08-19 2026-08-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 19, 2026

 

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 August 19, 2026, Dror Ortho-Design, Inc., 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 $275,000 due October 19, 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 August 19, 2026, for an aggregate purchase price of $275,000.

 

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 October 19, 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. 

 

1

 

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.

 

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 August 19, 2026.
4.2   Form of Warrant.
10.1   Form of Securities Purchase Agreement, dated August 19, 2026, 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: August 19, 2026 Dror Ortho-Design, Inc.
     
  By: /s/ Eliyahu (Lee) Haddad
    Eliyahu (Lee) Haddad
    Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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