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Dror Ortho-Design, Inc. received an amended Schedule 13G/A showing significant institutional ownership in its common stock. Orin Hirschman reports beneficial ownership of 95,662,500 shares, representing 9.9% of the common stock, with sole voting and dispositive power over these shares.
AIGH Capital Management LLC, a Delaware investment adviser, reports beneficial ownership of 87,000,000 shares, or 9.1% of the class, also with sole voting and dispositive power. The filing notes additional common shares are issuable from preferred stock and warrants but are not currently convertible or exercisable due to beneficial ownership limits, and certifies the holdings are in the ordinary course of business and not for changing control.
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.
Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement for a private placement of 0% debentures with an aggregate principal amount of $200,000, maturing on February 2, 2026. If the company completes a public offering before maturity, the outstanding debentures will automatically convert into common shares at the public offering share price, with those shares carrying the same terms and any accompanying warrants and registration rights as in the offering.
Subject to the completion of that public offering, investors are also entitled to warrants for additional common shares, with quantities tied to the number of debenture conversion shares and a defined “warrant subscription amount.” Any warrants issued will be immediately exercisable at the public offering price and will expire five years after issuance. Both debenture conversions and warrant exercises are capped so that a holder cannot beneficially own more than 9.99% of outstanding common stock. The transaction was conducted as an unregistered private placement under Section 4(a)(2) and Regulation D.
Dror Ortho-Design, Inc., a pre-revenue Israeli orthodontic device developer, reported a net loss of $653,528 for the quarter and $1,988,989 for the nine months ended September 30, 2025, narrower than a year ago as research and development and share-based compensation declined.
Cash fell to $240,362 with total assets of $271,218, while current liabilities reached $2,420,477, resulting in a stockholders’ deficit of $2,317,813. Management states there is substantial doubt about the company’s ability to continue as a going concern and it remains dependent on external financing.
During the first nine months of 2025 Dror raised $1,100,000 via zero-interest convertible debentures that may convert into common shares in a future public offering and created a derivative warrant liability of $478,285. The company continues developing its AI-based, sleep-time orthodontic alignment platform and plans to seek new FDA 510(k) clearance for this updated device.
Dror Ortho-Design, Inc. has filed a Form 12b-25 to notify the SEC and investors that its Quarterly Report on Form 10-Q for the nine months ended September 30, 2025 will be filed late. The company states it cannot meet the original deadline without unreasonable effort and expense because it needs more time to complete and finalize the financial statements required in the report.
The company indicates that it currently anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date, consistent with the timing relief available under Rule 12b-25 for quarterly reports.