Dror Ortho-Design, Inc. (DROR) completes $250k private debenture financing

Rhea-AI Filing Summary

Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of Debentures with an aggregate principal amount of $250,000, which closed on December 30, 2025. The Debentures bear 0% interest and mature on February 28, 2026, with holders able to extend maturity in 60-day increments. If the company completes a public offering before maturity, the outstanding principal will automatically convert into common stock at the same per-share price used in that offering, and the resulting shares will carry the same terms as those sold in the offering.

Subject to completion of a public offering, investors are also entitled to receive Warrants to buy common stock at the public offering price, expiring five years from issuance, with customary anti-dilution and price-based adjustments. Both the Debentures and any Warrants include a 9.99% beneficial ownership cap, limiting how much equity any holder can acquire through conversion or exercise. The transaction was conducted as an unregistered offering under Section 4(a)(2) and Regulation D, with all purchasers represented as accredited investors.

Insights

Capital structure and financing analyst

Dror Ortho-Design raises $250k via short-term, zero-coupon, convertible debentures tied to a future public offering.

The company sold Debentures with aggregate principal of $250,000, bearing 0% interest and maturing on February 28, 2026. This is a relatively small, short-term financing that provides cash without immediate equity issuance, since the Debentures convert only if a public offering is completed before maturity. The conversion price is pegged to the public offering share price, aligning conversion economics with future offering terms.

The structure also includes contingent Warrants, exercisable at the public offering price and expiring five years after issuance, with amounts scaled by whether the Debentures remain outstanding at the offering date. Both Debentures and Warrants have a 9.99% beneficial ownership cap, which limits any single investor’s post-transaction stake and can reduce concentration risk. The financing is exempt from registration under Section 4(a)(2) and Regulation D, implying placement with accredited investors through a private transaction.

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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.

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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)

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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: January 6, 2026	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) complete on December 30, 2025?

Dror Ortho-Design, Inc. completed a private placement of Debentures with an aggregate principal amount of $250,000 under a Securities Purchase Agreement with accredited investors.

What are the key terms of Dror Ortho-Design, Inc.’s new Debentures?

The Debentures bear 0% interest, have a maturity date of February 28, 2026 (extendable by 60-day periods at the holder’s option), and include customary events of default and an issuer prepayment option with prior notice.

How do the Dror Ortho-Design, Inc. Debentures convert into common stock?

If the company consummates a public offering before the maturity date, the then-outstanding Debenture principal automatically converts into common stock at the same per-share price used in the public offering, with the resulting Debenture Shares subject to the same terms as the offering shares.

What Warrants are associated with Dror Ortho-Design, Inc.’s private placement?

Subject to completion of a public offering, investors are entitled to receive Purchase Warrants and Additional Warrants to buy common stock at the public offering price, with the total warrant coverage based on a percentage of the Debenture Shares and public offering warrant entitlements.

What is the exercise price and term of the Warrants issued by Dror Ortho-Design, Inc.?

If issued, the Warrants are exercisable immediately at an exercise price equal to the per-share price of common stock in the public offering and expire five years from the date of issuance.

Is there an ownership limit for holders of Dror Ortho-Design, Inc.’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 the company’s outstanding common stock, subject to adjustments with a 61-day waiting period for increases.

Under what securities law exemptions was Dror Ortho-Design, Inc.’s private placement conducted?

The private placement relied on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D, with each purchaser representing accredited investor status.