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): ~~June~~ 23July 17, 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 51.0701 ~~Submission~~Entry ~~of Matters to~~ into a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~June~~July 2317, 2025, Dror Ortho-Design, Inc. (the “Company”), ~~held~~a Delaware corporation (the “Company”), entered into a ~~special~~Securities ~~meeting~~Purchase Agreement (the “Purchase Agreement”) with each of ~~stockholders~~the purchasers signatory thereto (~~the~~each, a “~~Special~~Purchaser” ~~Meeting~~and, collectively the “Purchasers”). Pursuant Asto ofthe Purchase Agreement, the ~~close~~Company ofagreed ~~business~~to onsell to the Purchasers in a private placement (the “Private Placement”), ~~May~~Debentures 19(the “Debentures”) in an aggregate principal amount of $200,000 due September 17, 2025 (the “Maturity Date”). In addition, pursuant to the ~~record~~Purchase ~~date~~Agreement ~~for~~the Company agreed to issue (A) subject to the ~~Special~~consummation ~~Meeting,~~of ~~there~~a ~~were~~public offering by the Company of its securities (ithe “Public Offering”) ~~956~~,~~997,116~~ ~~shares~~warrants to purchase up to a number of ~~the~~shares ~~Company’s~~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 ~~and~~of ~~entitled~~the todate ~~vote~~of onthe consummation of the ~~proposals~~Public ~~described~~Offering ~~below~~(the ~~and~~“Public Offering Closing Date”), 150% of the Debenture Shares (as defined herein) issued, if any; or (ii) 5 in the event that the Debentures are not outstanding as of the Public Offering Closing Date,~~847~~ 100% of the Debenture Shares that would have been issued,~~937~~ ~~shares~~if any, as if such Debentures were outstanding as of ~~Series~~the APublic ~~Convertible~~Offering ~~Preferred~~Closing Date, and (B) subject to the completion of a Public Offering by the Company of warrants to purchase shares of Common Stock, ~~par~~additional warrants ~~value~~to ~~$0.0001~~purchase ~~per~~shares ~~share~~of Common Stock (the “~~Series A~~Additional ~~Preferred Stock~~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, ~~which~~150% ~~were~~of the number of shares of Common Stock underlying the warrants issued in the Public Offering that the Purchaser would have been entitled to ~~cast~~receive anhad ~~aggregate~~the ofPurchaser participated ~~584,793,700~~in ~~votes~~the ~~(subject~~Public Offering in the amount equal to ~~beneficial~~the ~~ownership~~Purchaser’s subscription amount under the Purchase Agreement (the ~~limitations~~“Warrant Subscription Amount”); onor (ii) in the ~~proposals~~event ~~described~~that ~~below~~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 July 17, 2025, for an aggregate purchase price of $200,000 (the “Closing Date”).

The ~~matters~~Purchase ~~described~~Agreement ~~below~~contains ~~were~~customary ~~submitted~~representations, warranties toand acovenants ~~vote of~~by the ~~holders~~Company and customary indemnification obligations of the Company’s, ~~Common~~including ~~Stock~~for ~~and~~liabilities ~~Series A~~under ~~Preferred~~the Securities ~~Stock~~Act, atas amended (the ~~Special~~“Securities ~~Meeting~~Act”). ~~Each~~The ~~proposal~~representations, iswarranties ~~described in~~and ~~detail~~covenants contained in the ~~Company’s~~Purchase Agreement ~~definitive~~were ~~proxy~~made ~~statement~~only ~~filed~~for ~~with~~purposes of the ~~Securities~~Purchase Agreement and ~~Exchange~~as ~~Commission~~of onspecific ~~June 20~~dates, ~~2025~~were (solely for the ~~“Proxy~~benefit of the parties to ~~Statement”).~~the ~~All~~Purchase ~~proposals~~Agreement and were ~~approved~~subject to limitations agreed upon by the ~~Company’s stockholders~~parties.

1.The ~~Approval~~Private Placement is exempt from the registration requirements of the ~~adoption~~Securities Act of an1933, ~~amendment~~as amended (the “Securities Act”), pursuant to the ~~Company’s~~exemption ~~Amended~~for ~~and~~transactions by ~~Restated~~an ~~Certificate~~issuer ofnot ~~Incorporation~~involving toany ~~effect~~public aoffering ~~reverse~~under ~~stock~~Section ~~split~~4(a)(2) of the ~~Company’s~~Securities ~~Common~~Act ~~Stock,~~and atRule a506 ~~ratio~~of inRegulation D of the ~~range~~Securities Act ofand ~~1-for-2~~in toreliance ~~1-for-2,000~~on ~~(the~~similar ~~“Reverse~~exemptions ~~Stock~~under ~~Split”),~~applicable ~~with~~state ~~the~~laws. ~~exact~~Each ~~exchange~~of ~~ratio~~the ~~and~~Purchasers ~~timing~~has represented to bethe ~~determined~~Company atthat ~~the~~it ~~discretion~~is an ofaccredited ~~the~~investor ~~Company’s~~within ~~board~~the meaning of ~~directors~~Rule 501(~~the “Board”~~a) ~~but~~of ~~prior~~Regulation toD ~~the~~and ~~one-year~~that ~~anniversary~~it ofis acquiring the ~~date~~applicable onsecurities ~~which~~for ~~the~~investment only ~~Reverse~~and ~~Stock~~not ~~Split~~with isa ~~approved~~view bytowards, ~~the~~or ~~Company’s~~for ~~stockholders~~resale atin connection with, the ~~Special~~public ~~Meeting~~sale or distribution thereof. The Debentures and toWarrants were beoffered ~~set~~without ~~forth~~any ingeneral asolicitation ~~public~~by ~~announcement~~the Company or its representatives.

For		Against			Abstain
890,694,033			6,668,513		-

Debentures

2.The ~~Approval~~Debentures ofbear aan ~~proposal~~interest torate ~~adjourn~~of ~~the~~0% ~~Special~~per annum ~~Meeting~~and tohave a ~~later~~maturity date orof ~~dates~~September 17, if2025, ~~necessary~~which ormay ~~appropriate,~~be extended by the holder for subsequent periods of 60 days upon prior written notice to ~~permit~~the ~~further~~Company. ~~solicitation~~The ~~and~~Debentures ~~vote~~also set forth certain customary events of ~~proxies~~default inafter which the ~~event~~Debentures ~~that~~may ~~there~~be ~~are~~declared immediately ~~insufficient~~due ~~votes~~and ~~for~~payable, including certain types of bankruptcy or ~~otherwise~~insolvency inevents ~~connection~~of ~~with~~default. Subject to the satisfaction of certain conditions, including applicable prior notice to the ~~approval~~holders of the ~~Reverse~~Debentures, ~~Stock~~at ~~Split~~any ~~Proposal~~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.

For		Against		Abstain
897,331,546		31,000		-

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.

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~~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.

~~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.~~Warrants

Date: June 25, 2025	Dror Ortho-Design, Inc.
	By:	/s/ Eliyahu (Lee) Haddad
		Eliyahu (Lee) Haddad
		Chief Executive Officer

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 July 17, 2025.
4.2		Form of Warrant.
10.1		Securities Purchase Agreement, dated July 17, 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: July 23, 2025	Dror Ortho-Design, Inc.

	By:	/s/ Eliyahu (Lee) Haddad
		Eliyahu (Lee) Haddad
		Chief Executive Officer

Filing Compare · Dror Ortho-Design, Inc.