Dror Ortho-Design stockholders approve all proposals

The reported vote results are final, and no other matters were considered or voted on at the special meeting.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding and entitled to vote: 976,997,116 shares Series A Convertible Preferred shares outstanding: 5,847,937 shares Votes Series A Preferred Stock was entitled to cast: 584,793,700 votes +4 more

7 metrics

Common shares outstanding and entitled to vote 976,997,116 shares As of August 27, 2026

Series A Convertible Preferred shares outstanding 5,847,937 shares As of August 27, 2026

Votes Series A Preferred Stock was entitled to cast 584,793,700 votes Subject to beneficial ownership limitations

First displayed tally, for 707,862,992.08 votes Special meeting vote results

First displayed tally, against 1,451,900 votes Special meeting vote results

Second displayed tally, for 709,192,992.08 votes Special meeting vote results

Second displayed tally, against 121,900 votes Special meeting vote results

Key Terms

record date, beneficial ownership limitations, Series A Convertible Preferred Stock, par value

4 terms

record date regulatory

"August 27, 2026, the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

beneficial ownership limitations financial

"subject to beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Series A Convertible Preferred Stock financial

"shares of Series A Convertible Preferred Stock, par value"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

par value financial

"par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the DROR special meeting vote results?

All proposals submitted at the September 23, 2026 special meeting were approved. The first displayed 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 were final.

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

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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): September 23, 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 23, 2026, Dror Ortho-Design, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on August 27, 2026, the record date for the Special Meeting, there were (i) 976,997,116 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote on the proposals described below and (ii) 5,847,937 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), outstanding, which were entitled to cast an aggregate of 584,793,700 votes (subject to beneficial ownership limitations) on the proposals described below.

The matters described below were submitted to a vote of the holders of the Company’s Common Stock and Series A Preferred Stock at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2026 (the “Proxy Statement”). All proposals were approved by the Company’s stockholders.

1. Approval of the adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-2,000 (the “Reverse Stock Split”), with the exact exchange ratio and timing to be determined at the discretion of the Company’s board of directors (the “Board”) but prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting and to be set forth in a public announcement.

For		Against			Abstain
707,862,992.08			1,451,900		-

2. Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal.

For		Against		Abstain
709,192,992.08		121,900		-

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.

1

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: September 25, 2026	Dror Ortho-Design, Inc.
	By:	/s/ Eliyahu (Lee) Haddad
		Eliyahu (Lee) Haddad
		Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB