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

Dror Ortho-Design (DROR) completes $275K 0% debenture private placement with conditional warrants

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

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Debenture principal $275,000 Aggregate principal amount in private placement
Debenture interest rate 0% per annum Interest rate on debentures
Debenture maturity date June 28, 2026 Initial maturity, extendable by 60-day periods
Ownership cap baseline 4.99% Maximum beneficial ownership after conversion or exercise
Ownership cap optional 9.99% Electable higher cap effective 61 days after notice
Warrant term 5 years Expiration from warrant issuance date
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “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.
Private Placement financial
"agreed to sell to the Purchasers in a private placement (the “Private Placement”), Debentures"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Regulation D regulatory
"Section 4(a)(2) of the Securities Act and 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.
accredited investor regulatory
"each of the Purchasers has represented to the Company that it is an accredited investor within the meaning of Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
beneficially own financial
"would beneficially own more than 4.99% of the Company’s outstanding shares of Common Stock"
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.
Public Offering financial
"subject to the consummation of a public offering by the Company of its securities (the “Public Offering”)"
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.
Understanding 8-K Material Events →
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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): April 28, 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 April 28, 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 June 28, 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 April 28, 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 June 28, 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 4.99% 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 4.99% of the Company’s outstanding shares of Common Stock immediately after exercise of such Warrants. 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. 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 April 28, 2026.
4.2   Form of Warrant.
10.1   Form of Securities Purchase Agreement, dated April 28, 2026, by and among the Company and the investors signatory thereto.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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: May 1, 2026 Dror Ortho-Design, Inc.
     
  By: /s/ Eliyahu (Lee) Haddad
    Eliyahu (Lee) Haddad
    Chief Executive Officer

 

3

Source: View Original Filing on SEC EDGAR

FAQ

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

Dror Ortho-Design closed a $275,000 private placement of 0% debentures. The debentures mature on June 28, 2026 and may automatically convert into common stock at the price of a future public offering, if such an offering is completed.

How will the Dror Ortho-Design (DROR) debentures convert into common stock?

The debentures automatically convert upon completion of a public offering. Any then-outstanding principal converts into common shares at the per-share price of the public offering, and those shares would carry the same terms and any accompanying warrants as public offering investors.

What warrant rights could investors receive from Dror Ortho-Design (DROR)?

Investors may receive purchase warrants and additional warrants if a public offering occurs. The number is based on debenture conversion shares and a warrant subscription amount, with warrants exercisable at the public offering price and expiring five years after issuance.

What ownership limits apply to Dror Ortho-Design (DROR) debentures and warrants?

Holders generally cannot exceed 4.99% beneficial ownership after conversion or exercise. They may elect to adjust this limit to as high as 9.99%, but any increase becomes effective only 61 days after written notice to the company.

Can Dror Ortho-Design (DROR) prepay the debentures before maturity?

The company may elect to prepay all or part of the debentures before maturity. Prepayment is allowed at any time before June 28, 2026, subject to satisfying certain conditions and providing prior notice to debenture holders.

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