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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 30, 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 30, 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 $250,000 due February 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 December 30, 2025, for an aggregate purchase price
of $250,000.
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 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.
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 December 30, 2025. |
| 4.2 |
|
Form of Warrant. |
| 10.1 |
|
Form
of Securities Purchase Agreement, dated December 30, 2025, by and among the Company and the investors signatory
thereto. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
January 6, 2026 |
Dror Ortho-Design, Inc. |
| |
|
|
| |
By: |
/s/ Eliyahu
(Lee) Haddad |
| |
|
Eliyahu (Lee) Haddad |
| |
|
Chief Executive Officer |
