UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~ 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File No. 000-51783

Dror Ortho-Design, Inc.

(Exact name of registrant as specified in its charter)

Delaware		85-0461778
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
Shatner Street 3 Jerusalem, Israel		N/A
Shatner Street 3, Jerusalem, Israel		N/A
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: +972 (0)74-700-6700

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant has been required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, par value $0.0001 per share, as of ~~November~~May 1813, ~~2025~~2026 was ~~956~~976,997,116 shares.

Dror Ortho-Design, Inc.

Quarter Ended ~~September~~March 3031, ~~2025~~2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	~~Condensed Consolidated~~ Financial Statements (Unaudited)	1
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1412
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2221
Item 4.	Controls and Procedures	2221
PART II. OTHER INFORMATION		2322
Item 1.	Legal Proceedings	2322
Item 1A.	Risk Factors	2322
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2523
Item 3.	Defaults Upon Senior Securities	2523
Item 4.	Mine Safety Disclosures	2523
Item 5.	Other Information	2523
Item 6.	Exhibits	2723
Signatures		2824

DROR ORTHO-DESIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars, except share and per share amounts)

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

	September 30, 2025			December 31, 2024
	Unaudited			Audited
Assets
Current Assets:
Cash	$	240,362		$	549,444
Receivables and prepaid expenses		10,419			89,139
Total Current Assets		250,781			638,583
Non-current Assets:
Property and equipment at cost, net of accumulated depreciation		20,437			24,142
Total Assets		271,218			662,725
Liabilities And Stockholders’ DEFICIT
Current Liabilities:
Accounts payable	$	447,250		$	215,359
Accrued expenses and other payables		173,284			171,379
Convertible promissory notes, net		801,658			-
Derivative liability		478,285			-
Registration Rights Agreement liability		520,000			520,000
Total Current Liabilities		2,420,477			906,738
Non-current Liabilities:
Accrued severance		168,554			123,981
Total Liabilities		2,589,031			1,030,719
Commitments and Contingencies (Note 6)
Stockholders’ Deficit
Preferred A Stock, $0.0001 par value, 12,500,000 shares authorized; 5,847,937 shares outstanding at September 30, 2025 and December 31, 2024		585			585
Common stock, $0.0001 par value; 3,254,475,740 shares authorized; 956,997,116 shares issued and outstanding at September 30, 2025 and December 31, 2024		95,699			95,699
Additional paid-in capital		19,081,548			19,042,378
Accumulated deficit		(21,495,645	)		(19,506,656	)
Total Stockholders’ Deficit		(2,317,813	)		(367,994	)
Total Liabilities and Stockholders’ Deficit	$	271,218		$	662,725

DROR ORTHO-DESIGN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars)

	March 31, 2026			December 31, 2025
	Unaudited			Audited
Assets
Current Assets:
Cash	$	23,802		$	228,540
Receivables and prepaid expenses		211,131			10,234
Total Current Assets		234,933			238,774

Non-current Assets:
Property and equipment at cost, net of accumulated depreciation		18,848			20,162
Total Assets		253,781			258,936

Liabilities And Stockholders’ DEFICIT

Current Liabilities:
Accounts payable	$	101,747		$	113,585
Accrued expenses and other payables		383,584			292,548
Convertible promissory notes, net		1,584,358			1,308,229
Derivative liability		789,788			722,192
Registration Rights Agreement liability		520,000			520,000
Total Current Liabilities		3,379,477			2,956,554

Non-current Liabilities:
Accrued severance		186,681			176,093
Total Liabilities		3,566,158			3,132,647

Commitments and Contingencies (Note 7)

Stockholders’ Deficit
Preferred A Stock, $0.0001 par value, 12,500,000 shares authorized; 5,847,937 shares outstanding at March 31, 2026 and December 31, 2025, respectively		585			585
Common stock, $0.0001 par value; 3,254,475,740 shares authorized; 976,997,116 and 956,997,116 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		97,699			95,699
Additional paid-in capital		19,279,548			19,081,548
Accumulated deficit		(22,690,209	)		(22,051,543	)
Total Stockholders’ Deficit		(3,312,377	)		(2,873,711	)
Total Liabilities and Stockholders’ Deficit	$	253,781		$	258,936

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DROR ORTHO-DESIGN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(U.S. dollars~~, except share and per share amounts~~)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
	March 31, 2026			March 31, 2025
	Unaudited						~~Unaudited~~
Operating Expenses
Research and development	$	~~151~~118,~~456~~410		$	~~451~~239,~~030~~604		$	~~715,128~~		$	~~1,213,903~~
General and administrative expenses		~~318~~378,~~424~~784			~~307~~313,~~593~~629			~~1,023,547~~			~~1,026,431~~
Share-based compensation		-			~~543~~23,~~101~~193			~~39,170~~			~~1,854,726~~
Total Operating Expenses		~~469~~497,~~880~~194			1576,~~301,724~~426			~~1,777,845~~			~~4,095,060~~
Loss from operations		(~~469~~497,~~880~~194	)		(1576,~~301,724~~426	)		~~(1,777,845~~	)		~~(4,095,060~~	)
Financial expenses, net		(16,397	)		(5,211	)		(31,201	)		(27,128	)
Financial income, net		2,253			303
Liquidated damages accrual		-			(520,000	)		-			(520,000	)
Change in fair value of derivative		17,700			-
Amortization of debt discount		(159,813	)		-			(174,408	)		-
Debt discount amortization		(161,425	)		-
Change in fair value of derivative liability		(7,438	)		-			(5,535	)		-
Total other income		(141,472	)		303
Total other expense		(183,648	)		(525,211	)		(211,144	)		(547,128	)
Loss before provision for income taxes		(638,666	)		(576,123	)
Loss before provision for income taxes		(653,528	)		(1,826,935	)		(1,988,989	)		(4,642,188	)
Provision for income taxes		—			—
Provision for income taxes		-			-			-			-
Net loss	$	(638,666	)	$	(576,123	)
Net loss	$	(653,528	)	$	(1,826,935	)	$	(1,988,989	)	$	(4,642,188	)
Net loss per Common Stock
Net loss per common share		(0.00	)		(0.00	)		(0.00	)		(0.01	)
Basic and Diluted		(0.00	)		(0.00	)
Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.01	)
Weighted-average Common Stock outstanding
Weighted-average common shares outstanding		956,997,116			738,290,665			956,997,116			576,990,761
Basic and Diluted		976,098,240			956,997,116
Basic and Diluted		956,997,116			738,290,665			956,997,116			576,990,761

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DROR ORTHO-DESIGN, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(U.S. dollars~~, except share and per share amounts~~)

(Unaudited)

	Series A Preferred Stock						Common Stock				~~Additional~~Treasury ~~Paid-In~~Stock			~~Accumulated~~			~~Total~~Additional ~~Stockholders’ Equity~~Paid-In			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		~~Capital~~Shares			~~Deficit~~Amount			~~(Deficit)~~Capital			Deficit			Deficit
Balance at January 1, 2025		5,847,937		$	585			956,997,116	$	95,699	$	~~19,042,378~~—		$	~~(19,506,656~~—	)	$	~~(367~~19,~~994~~042,378	)	$	(19,506,656	)	$	(367,994	)
Stock-based compensation		—			—			—		—		~~23,193~~—			—			23,193			—			23,193
Net loss		—			—			—		—		—			~~(576,123~~—	)		~~(576,123~~—	)		(576,123	)		(576,123	)
Balance at March 31, 2025		5,847,937		$	585			956,997,116	$	95,699	$	~~19,065,571~~—		$	~~(20,082,779~~—	)	$	~~(920~~19,~~924~~065,571	)	$	(20,082,779	)	$	(920,924	)
Stock-based compensation		—			—			—		—		15,977			—			15,977
Balance at January 1, 2026		5,847,937		$	585			956,997,116	$	95,699		—		$	—		$	19,081,548		$	(22,051,543	)	$	(2,873,711	)
Net Loss		—			—			—		—					(759,338	)		(759,338	)
Shares issued in respect of future services		—			—			20,000,000		2,000		—			—			198,000			—			200,000
Balance at June 30, 2025		5,847,363		$	585			956,997,116	$	95,699	$	19,081,548		$	(20,842,117	)	$	(1,664,285	)
Net loss		—			—			—		—		—			—			—			(638,666	)		(638,666	)
Stock-based compensation		—			—			—		—		—			—			—
Balance at March 31, 2026		5,847,937		$	585			976,997,116	$	97,699		—		$	—		$	19,279,548		$	(22,690,209	)	$	(3,312,377	)
Net Loss		—			—			—		—		—			(653,528	)		(653,528	)
Balance at September 30, 2025		5,847,363		$	585			956,997,116	$	95,699	$	19,081,548			(21,495,645	)		(2,317,813	)
Balance at January 1, 2024		10,463,363		$	1,047			495,454,546	$	49,545	$	16,842,037		$	(13,730,705	)	$	3,161,924
Stock-based compensation		—			—			—		—		537,197			—			537,197
Net loss		—			—			—		—		—			(1,308,463	)		(1,308,463	)
Balance at March 31, 2024		10,463,363		$	1,047			495,454,546	$	49,545	$	17,379,234		$	(15,039,168	)	$	2,390,658
Stock-based compensation		—			—			—		—		774,428			—			774,428
Net loss		—			—			—		—		—			(1,506,790	)		(1,506,790	)
Balance at June 30, 2024		10,463,363		$	1,047			495,454,546	$	49,545	$	18,153,662		$	(16,545,958	)	$	1,658,296
Conversion of Series A Preferred Stock into Common Stock		(4,615,426	)		(462	)		461,542,570		46,154		(45,692	)		—			—
Stock-based compensation		—			—			—		—		543,101			—			543,101
Net loss		—			—			—		—		—			(1,826,935	)		(1,826,935	)
Balance at September 30, 2024		5,847,937		$	585			956,997,116	$	95,699		18,651,071			(18,372,893	)		374,462

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DROR ORTHO-DESIGN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(U.S. dollars~~, except share and per share amounts~~)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2025			2024
	2026			2025
	(Unaudited)
Cash flows from operating activities:
Net loss	$	(1638,~~988,989~~666	)	$	(4576,~~642,188~~123	)
Stock-based compensation expense		39,170			1,854,726
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,705			2,800
Stock-based compensation expense		-			23,193
Amortization of debt discount		174,408			—
Depreciation		1,314			1,235
Change in fair value of derivative liability		5,535			—
Debt discount amortization		161,425
Change in fair value of derivative		(17,700	)
Foreign exchange differences		(5,482	)
Changes in operating assets and liabilities:
Receivables and prepaid expenses		~~78,720~~(897	)		1518,~~270~~607
Accounts payable		~~231~~(5,~~891~~886	)		~~(22~~32,~~153~~385	)
Accrued expenses and other payables		191,~~905~~036			92(8,~~937~~481	)
Registration Rights Agreement liability		—			520,000
Accrued severance		10,588			9,591
Accrued severance		44,573			(117	)
Net cash used in operating activities		(404,268	)		(499,593	)
Net cash used in operating activities		(1,409,082	)		(2,178,725	)
Cash flows from investing activities:
Purchase of property and equipment		—			~~(25,849~~	)
Net cash used in investing activities		—			~~(25,849~~—	)
Cash flows from financing activities:
Net Cash flows from financing activities:
Proceeds from convertible promissory notes, net		1200,~~100,~~000			—300,000
Net cash provided by financing activities		1200,~~100,~~000			—300,000
Net decrease in cash		(309,082	)		(2,204,574	)
Effect of exchange rate changes on cash and cash equivalents		(470	)		—
Cash, beginning of period		549,444			3,347,843
Net decrease in cash		(204,738	)		(199,593	)
Cash, end of period	$	240,362		$	1,143,269
Cash, beginning of period		228,540			594,444
Cash, end of period	$	23,802		$	349,851
Supplemental cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Non cash transactions:
Shares issued in respect of future services	$	200,000		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DROR ORTHO-DESIGN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and Basis of Presentation

Organization

Dror Ortho-Design, Inc., a Delaware corporation (the “Company”), was incorporated as ~~Novint~~Novins Technologies, Inc. in the State of New Mexico in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. On ~~July 5~~August 14, 2023, the Company ~~entered into a share exchange agreement with the shareholders of Dror Ortho-Design, Ltd. (“Private~~ ~~Dror”),~~changed ~~pursuant~~its toname ~~which~~from ~~the shareholders of Private Dror agreed to exchange all of their outstanding ordinary shares of Private Dror for shares of the Company’s common stock par value $0.0001 per share (~~“~~Common~~Novint ~~Stock”) and the Company’s Series A Convertible Preferred Stock~~Technologies, ~~par value $0~~Inc.~~0001 per share (“Series A Preferred Stock~~” ~~and such transaction, the “Share Exchange”). On August 14, 2023 the Share Exchange was consummated and the Company changed its name~~ to “Dror Ortho-Design, Inc.” ~~Following~~On ~~the~~that ~~Share Exchange~~date, the Company succeeded the business of Dror Ortho-Design, Ltd. (“Private Dror”) as its sole line of business. The Company is involved in the research and development of an orthodontic alignment platform and has not yet reached the sales stage for its product.

The Company’s stock is quoted on the OTC Pink Market under the symbol “DROR.”

Going Concern and Management’s Plans

The financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered recurring losses from operations with an accumulated deficit of $2122,~~495~~690,~~645~~209 and negative working capital of $3,144,544 as of ~~September~~March 3031, ~~2025~~2026, and is dependent upon external sources for financing its operations and repayment of its liabilities. This raises substantial doubt as to the Company’s ability to continue as a going concern. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approvals, and, ultimately, the market acceptance of the Company’s products. There is no assurance that the Company will be successful in raising these funds. These financial statements do not include adjustments that may result from the outcome of these uncertainties. ~~During~~Subsequent to the ~~nine~~balance ~~months ended~~sheet ~~September~~date, 30on April 16, ~~2025~~2026, the Company received ~~an aggregate of~~ $1275,~~100,~~000 ~~from~~in the ~~issuance~~form of ~~convertible~~bridge ~~debentures~~notes ~~and~~from ~~warrants~~existing ~~in a~~investors ~~series~~(See ofNote ~~private~~11). ~~placements~~The ~~and~~Company is exploring additional fundraising opportunities. ~~On November 12, 2025, the Company received an additional $200,000 from the issuance of convertible debentures and warrants.~~

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, ~~2024~~2025 included within the Company’s Current Report on Form 10-K, originally filed with the SEC on February 1927, ~~2025~~ 2026.

In the opinion of management, the unaudited consolidated condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 may not be indicative of results for the full year.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of of revenue and expenses during the reporting periods. Actual results could vary from those estimates. Management utilizes various other estimates, including but not limited to ~~accrued~~Registration ~~expenses,~~Rights ~~the~~Agreement ~~valuation~~liability, ofaccrued ~~stock-based~~royalties, ~~compensation~~accrued expenses, the fair value of derivative liabilities, expected maturity of ~~debentures~~convertible ~~and~~promissory notes, the valuation of stock-based compensation, the valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.

Functional Currency

The Company accounts for ~~foreign~~ foreign currency transactions pursuant to ASC 830, “Foreign Currency Matters.” The functional currency of the Company and its subsidiary is the United States Dollar (“U.S. Dollar”) as the U.S. Dollar is the currency of the primary economic environment in which the Company operates. The accompanying financial statements have been expressed in the U.S. Dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the ~~transactions~~transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The exchange rate of the U.S. Dollar to the Israeli Shekel was 3.~~306~~165 and 3.~~647~~19 as of ~~September~~March 3031, ~~2025~~ 2026 and December 31, ~~2024~~2025, respectively.

Cash

The Company’s cash is held with financial institutions in the United States and Israel. Management believes that the financial institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to these investments. Account balances held in the ~~Unites~~United States may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of ~~September~~ ~~30,~~March ~~2025~~31, 2026 and December 31, ~~2024~~2025, the Company ~~did~~had ~~not~~$0 ~~have any balances~~ in excess of the FDIC insurance limit. As of ~~September 30,~~March ~~2025~~31, 2026 and December 31, ~~2024~~2025, the Company had $6823,~~396~~858 and $~~544~~80,~~175~~331, respectively, in Israeli financial institutions, which is uninsured. The Company has not experienced any losses in such accounts with these financial institutions.

~~Property~~Basic and ~~Equipment~~Diluted Net Loss Per Common Stock

~~Property~~The Company computes net loss per share in accordance with ASC 260, “Earnings per Share,” which requires presentation of both basic and ~~equipment~~diluted ~~are~~earnings ~~stated~~per atshare ~~cost~~(“EPS”) ~~less~~on ~~accumulated~~the ~~depreciation~~face of the income statement. ~~Depreciation~~Basic loss per share of Common Stock is ~~calculated~~computed ~~using~~by dividing the ~~straight–line~~loss for ~~method~~the onperiod applicable to holders of Common Stock by the ~~various~~weighted ~~asset~~average ~~classes, which~~number ~~currently~~of ~~consists~~shares of ~~office~~Common ~~equipment~~Stock ~~over~~outstanding ~~their~~during ~~estimated~~the ~~useful~~period. Diluted ~~lives~~net loss per shares of ~~seven~~Common ~~years~~Stock ~~when~~is ~~placed~~computed inby ~~service.~~dividing ~~When~~the ~~assets~~net ~~are retired~~loss orby ~~disposed~~the weighted average number of, shares of Common Stock outstanding for the ~~cost~~period and, ~~accumulated~~if ~~depreciation~~dilutive, ~~are~~potential ~~removed~~shares ~~from~~of Common Stock outstanding during the ~~accounts~~period. Potentially dilutive securities consist of the incremental shares of Common Stock issuable upon exercise of Common Stock equivalents such as stock options, warrants and convertible ~~any~~debt ~~resulting~~instruments. ~~gains~~Potentially ordilutive ~~losses~~securities are ~~included in~~excluded ~~income~~from inthe computation if their effect is anti-dilutive. As a result, the ~~year~~basic ofand ~~disposition~~diluted per share amounts for all periods presented are identical.

~~Derivative~~For ~~Instruments~~the three months ended March 31, 2026 and 2025, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per share of Common Stock is the same. Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock and is included in the table as if converted. As of March 31, 2026 and 2025, shares issuable which could potentially dilute future earnings were as follows:

Derivative financial instruments are recorded in the accompanying balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s statements of operations.

	March 31,
	2026		2025
Series A Preferred Stock		584,793,654		584,793,654
Warrants		975,288,919		975,288,919
Stock Options		184,264,323		184,264,323
Shares excluded from the calculation of diluted loss per share		1,744,346,896		1,744,346,896

Research and Development

The Company expenses all research and development costs as they are incurred.

Share–based compensation

The Company applies ASC 718-10, “Share–Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values.

ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s statement of operations.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Since the Company does not have sufficient historical data regarding its volatility of its Common Stock, the expected volatility used is based on volatility of similar publicly listed companies in comparable industries. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment.

Basic and Diluted Net Loss Per Share of Common Stock

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share,” which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of Common Stock by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share of Common Stock is computed by dividing the net loss by the weighted average number of Common Stock outstanding for the period and, if dilutive, potential shares of Common Stock outstanding during the period. Potentially dilutive securities consist of the incremental shares of Common Stock issuable upon exercise of Common Stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical.

For the three and nine months ended September 30, 2025 and 2024, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per share of Common Stock is the same. Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock and is included in the table as if converted. As of September 30, 2025 and 2024, shares issuable which could potentially dilute future earnings were as follows:

	September 30,
	2025		2024
Series A Preferred Stock		584,793,654		584,793,654
Warrants		975,288,919		975,288,919
Stock Options		184,264,323		184,264,323
Shares excluded from the calculation of diluted loss per share		1,744,346,896		1,744,346,896

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, ~~“Income~~Disaggregation ~~Statement—Reporting~~of ~~Comprehensive~~ Income~~—Expense~~ ~~Disaggregation~~Statement ~~Disclosures~~Expenses (“DISE”), towhich will require additional disclosure of the ~~more~~nature ~~detailed~~of expenses included in the income statement in response to longstanding requests from investors for more information about ~~specified~~an entity’s ~~categories~~expenses. ofThe ~~expenses~~new ~~(purchases~~standard ofrequires ~~inventory,~~disclosures ~~employee~~about ~~compensation,~~specific ~~depreciation,~~types ~~amortization, and~~of ~~depletion)~~expenses included in ~~certain~~the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ~~ASU~~The ~~2024-03~~new isstandard will be effective for ~~fiscal~~public companies for fiscal years beginning after December 15, 2026, and ~~for~~ interim periods within fiscal years beginning after December 15, 2027. ~~Early~~The ~~adoption~~requirements iswill ~~permitted. The amendments may~~ be applied ~~either (1)~~ prospectively towith ~~financial~~the ~~statements~~option ~~issued~~ for ~~reporting~~retrospective ~~periods~~application. ~~after~~Early ~~the~~adoption ~~effective date~~is ~~of this ASU or (2) retrospectively to all prior periods presented in the financial statements~~permitted. The Company is currently evaluating the impact of ~~adopting~~ this ~~guidance~~accounting onstandard ~~its~~update ~~condensed consolidated financial statements and related disclosures. The adoption of this pronouncement is not expected to have a material impact~~ on ~~the~~its ~~Company’s condensed consolidated~~ financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The adoption of the ASU did not have a material impact on its consolidated financial statements related disclosures (See Note 9).

In October 2023, the FASB issued ASU 2023-06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification topics, allow investors to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The amendments in this ASU should be applied prospectively. The Company does not expect ASU 2023-06 will have a material impact to its consolidated financial statements or related disclosures.

The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – ~~REGISTRATIONS~~RECEIVABLES ~~RIGHTS~~AND ~~AGREEMENT~~PREPAID ~~LIABILITY~~EXPENSES:

InReceivables ~~connection~~and ~~with~~prepaid ~~the~~expenses ~~closing~~ as of ~~the~~March ~~Share Exchange~~31, 2026 ~~pursuant~~consists toprimarily aof ~~Securities Purchase Agreement (~~the ~~“Securities~~prepayment ~~Purchase~~of ~~Agreement”)~~$200,000 ~~the Company sold (i) shares~~ of Common Stock ~~(the~~issued ~~“Private~~to ~~Placement~~the ~~Shares”)~~American ~~and~~Academy ~~shares~~ of ~~Series~~Facial AEsthetics ~~Preferred~~LLC ~~Stock,~~(“AAFE”). On orJanuary ~~a combination thereof~~5, at an2026 ~~effective~~the ~~purchase~~Company ~~price~~entered ofinto ~~$0.011~~a ~~per~~service ~~share~~contract ofwith ~~Common~~the ~~Stock~~AAFE ~~sold~~for in the ~~private~~provision ~~placement~~of ormarketing ~~underlying~~and ~~such~~promotional ~~shares~~services. As ofpayment ~~Series~~for ~~A Preferred~~those ~~Stock~~services, ~~and~~the ~~(ii)~~Company ~~five-year~~provided ~~warrants~~AAFE towith ~~acquire~~$200,000 ~~shares~~ of Common Stock at anfair ~~exercise~~value ~~price~~as ofa ~~$0.033~~prepayment, ~~per~~amounting ~~share~~to ~~(“Private~~20,000,000 ~~Placement~~shares ~~Warrants”)~~of inCommon aStock. ~~private~~AAFE ~~placement~~has ~~(the~~not ~~“Private~~yet ~~Placement”)~~commenced toproviding ~~certain~~services ~~investors~~in ~~(collectively,~~respect ~~the~~of ~~“Private Placement~~this ~~Investors”)~~service contract. See Note 7.

InNOTE ~~connection~~4 ~~with~~– ~~the~~REGISTRATION ~~Private Placement,~~RIGHTS ~~on August 14, 2023, the Company entered into a registration rights agreement with the Private Placement Investors (together~~AGREEMENT with all attachments and exhibits thereto, as each may be amended or modified from time to time, the “Registration Rights Agreement”), pursuant to which the Company agreed to register, among other registrable securities (as further described in the Registration Rights Agreement), on Form S-1 (or, if the Company is then eligible, on Form S-3) with the Securities and Exchange Commission (the “SEC”)LIABILITY: ~~(i)~~ the Private Placement Shares, (ii) the shares of Common Stock underlying the shares of Series A Preferred Stock (the “Conversion Shares”), (iii) the shares of Common Stock underlying the Private Placement Warrants issued to the Private Placement Investors (the “Warrant Shares”), and (iv) the shares of the Company’s Common Stock underlying the securities issued to the investors who, on or about December 6, 2021, participated in the $3,000,000 private placement financing (the “December 2021 Shares” and, together with the Private Placement Shares, the Conversion Shares, the Warrant Shares, collectively, the “Registrable Securities”).

In connection with the private placement that occurred simultaneously with the Share Exchange on August 14, 2023 (the “Private Placement”), the Company entered into a securities purchase agreement with certain purchasers (the “Private Placement Investors” and such agreement, the “Securities Purchase Agreement”). On the same date, the Company entered into a registration rights agreement with the Private Placement Investors (together with all attachments and exhibits thereto, as each may be amended or modified from time to time, the “Registration Rights Agreement”), pursuant to which the Company agreed to register, among other registrable securities (as further described in the Registration Rights Agreement), on Form S-1 (or, if the Company is then eligible, on Form S-3) with the Securities and Exchange Commission (the “SEC”): (i) the shares of Common Stock issued in the Private Placement Shares,(the “Private Placement Shares”), (ii) the shares of Common Stock underlying the shares of Series A Preferred Stock (the “Conversion Shares”), (iii) the shares of Common Stock underlying the warrants issued to the Private Placement Investors in the Private Placement (the “Private Placement Warrants” and the shares underlying such warrants, the “Warrant Shares”), and (iv) the shares of the Company’s Common Stock underlying the securities issued to the investors who, on or about December 6, 2021, participated in the $3,000,000 private placement financing (the “December 2021 Shares” and, together with the Private Placement Shares, the Conversion Shares, the Warrant Shares, collectively, the “Registrable Securities”).

Under the Registration Rights Agreement, among other things, if a registration statement registering the resale of the Registrable Securities is not filed by the 45th calendar date following the date of the Registration Rights Agreement and if such registration statement is not declared effective by the SEC by the 135th calendar day (or, in the event of a “full review” by the SEC, the 165th calendar day) following the date of the Registration Rights Agreement, then the Company was required to pay as partial liquidated damages in amount equal to the product of 1.0% multiplied by the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) paid by such investor pursuant to the Securities Purchase Agreement every calendar month (pro-rated for periods totaling less than a calendar month) until filed. Such liquidated damages would bear interest at the rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law), accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

8Pursuant to Section 6(e) of the Registration Rights Agreement, the provisions of the Registration Rights Agreement may be amended by obtaining the written consent of the Company and the Private Placement Investors holding 50.1% or more of the then-outstanding Registrable Securities (the “Required Holders”). On February 9, 2024, the Company filed a registration statement on Form S-1 registering for resale the Registrable Securities, which was declared effective by the SEC on June 14, 2024. On August 13, 2024, the Company and the Required Holders entered into an Amendment to the Registration Rights Agreement (“Registration Rights Agreement Amendment”), pursuant to which effective retroactively to September 28, 2023, (i) the date in which a registration statement registering the resale of the Registrable Securities (the “Registration Statement”) is required to be filed pursuant to the Registration Rights Agreement was amended to February 9, 2024, and (ii) the date in which the Registration Statement is required to be declared effective by the SEC pursuant to the Registration Rights Agreement was amended to June 14, 2024. In consideration for entering into the Registration Rights Agreement Amendment, the Company agreed to pay the Private Placement Investors the liquidated damages equal to the amount that would otherwise have accrued pursuant to the Registration Rights Agreement, without giving effect to the Registration Rights Agreement Amendment, which became due and payable upon signing the Registration Rights Agreement Amendment on August 13, 2024, and which did not become due or payable prior to such date. The Company recorded $520,000 as Registration Rights Agreement Liability in respect of the Registration Rights Agreement Amendment. This liability does not bear interest and a repayment date has not yet been determined.

Pursuant to Section 6(e) of the Registration Rights Agreement, the provisions of the Registration Rights Agreement may be amended by obtaining the written consent of the Company and the Private Placement Investors holding 50.1% or more of the then-outstanding Registrable Securities (the “Required Holders”). On February 9, 2024, the Company filed a registration statement on Form S-1 registering for resale the Registrable Securities, which was declared effective by the SEC on June 14, 2024. On August 13, 2024, the Company and the Required Holders entered into an Amendment to the Registration Rights Agreement (“Registration Rights Agreement Amendment”), pursuant to which effective retroactively to September 28, 2023, (i) the date in which a registration statement registering the resale of the Registrable Securities (the “Registration Statement”) is required to be filed pursuant to the Registration Rights Agreement was amended to February 9, 2024, and (ii) the date in which the Registration Statement is required to be declared effective by the SEC pursuant to the Registration Rights Agreement was amended to June 14, 2024. In consideration for entering into the Registration Rights Agreement Amendment, the Company agreed to pay the Private Placement Investors the liquidated damages equal to the amount that would otherwise have accrued pursuant to the Registration Rights Agreement, without giving effect to the Registration Rights Agreement Amendment, which became due and payable upon signing the Registration Rights Agreement Amendment on August 13, 2024, and which did not become due or payable prior to such date. The Company recorded $520,000 as Registration Rights Agreement liability in respect of the Registration Rights Agreement Amendment. This liability does not bear interest and as of September 30, 2025 the repayment date has not yet been determined.7

NOTE 45 – ACCRUED SEVERANCE

Israeli law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Israel pension and severance pay liability to employees are partially covered by regular deposits with recognized pension and severance pay funds under the employees’ names and through the purchase of insurance policies. The ~~amount~~amounts offunded ~~the~~as ~~liability~~above ~~for~~are ~~severance~~not ~~pay~~reflected ~~that is included~~ in the balance sheet ~~expresses~~since ~~the~~they ~~balance~~are ~~of the liability that is~~ not ~~covered~~under bythe ~~deposits,~~control ~~pursuant~~and tomanagement of the ~~existing labor agreements~~Company. Although certain employees have waived their rights to receive severance pay on a portion of their salaries, the Company has recorded a provision for the full amount that would have been required under Israeli labor law.

NOTE 56 – CONVERTIBLE PROMISSORY NOTES, NET

During the ~~second~~year ~~and~~ended ~~third~~December ~~quarters of 2025~~31, ~~on (i) June 5,~~ 2025, the Company entered into ~~that certain~~ Securities Purchase ~~Agreement~~Agreements (the “~~First~~ Purchase ~~Agreement~~ Agreements”) with certain existing investors, for ~~pursuant to which,~~ the ~~Company~~sale ~~agreed~~of todebentures ~~sell in a private placement, Debentures~~ (~~the~~ “~~First~~ Debentures”). inPursuant anto ~~aggregate principal amount of $300,000 due August 5, 2025, (ii) June 16, 2025,~~ the ~~Company entered into that certain Securities~~ Purchase ~~Agreement (the “Second Purchase Agreement”) with certain existing investors~~Agreements, ~~pursuant to which,~~ the Company agreed to sell to the purchasers in aseveral private ~~placement~~placements, Debentures ~~(the “Second Debentures”)~~ in an aggregate principal ~~amount~~ amounts of $~~200~~1,750,000 ~~due August 15~~, ~~2025,~~initially ~~and~~for ~~(iii)~~60 ~~July~~day ~~17,~~periods ~~2025,~~with ~~the~~varying ~~Company entered into that certain Securities Purchase Agreement (the~~maturity ~~“Third~~dates. ~~Purchase~~The ~~Agreement”)~~Debentures ~~with~~were ~~certain~~extended ~~existing~~when ~~investors~~due, ~~pursuant~~and ~~to which,~~ the ~~Company~~most ~~agreed~~recent toextensions ~~sell~~extended inall ~~a private placement, Debentures (~~the ~~“Third~~ Debentures” ~~and,~~until ~~together~~June ~~with the First Debentures and Second Debentures~~30, ~~the~~2026. ~~“Q2~~The Debentures”) indo annot ~~aggregate~~bear ~~principal~~interest. ~~amount~~The ofDebentures ~~$200,000~~also ~~due~~set ~~September~~forth ~~17,~~certain ~~2025.~~customary ~~Subsequently,~~events ~~the~~of ~~maturity~~default ~~dates~~after ofwhich the Debentures ~~were~~may ~~extended until~~be ~~December~~declared ~~13,~~immediately due ~~2025.~~and ~~In addition~~payable, onincluding ~~November~~certain ~~12,~~types ~~2025,~~of ~~the~~bankruptcy ~~Company~~or ~~entered~~insolvency ~~into~~events ~~that~~of ~~certain~~default. ~~Securities~~Subject ~~Purchase~~to ~~Agreement (~~the ~~“Fourth Purchase~~satisfaction ~~Agreement”~~of ~~and~~certain conditions, including ~~together~~applicable ~~with~~prior ~~the~~notice ~~First~~to ~~Purchase Agreement,~~ the ~~Second~~holders ~~Purchase~~of ~~Agreement and~~ the ~~Third Purchase Agreement~~Debentures, ~~the~~ ~~“Purchase~~at ~~Agreements”)~~any ~~with~~time ~~certain~~prior ~~existing~~to ~~investors,~~the ~~pursuant~~maturity ~~to which~~dates, the Company ~~agreed~~may elect to prepay ~~sell~~all inor a ~~private~~portion ~~placement, Debentures~~of (the-then ~~“Fourth~~outstanding ~~Debentures”~~principal ~~and,~~amount ~~together~~of ~~with~~ the Q2 Debentures. On February 26, 2026, the ~~“Debentures”)~~Company insold an ~~aggregate principal~~additional ~~amount of~~ $200,000 of Debentures due ~~January~~April 1227, 2026~~. On September 15~~, ~~2025,~~which ~~the~~were ~~Company~~extended ~~received~~until anJune ~~advance in the amount of $400~~30,~~000~~ in2026 ~~respect~~along ~~of the~~with ~~Fourth Purchase Agreement (~~the ~~“Advance”)~~other Debentures.

The Advance was accounted for with the same terms as the Q2 Debentures as these were the terms that were included in the agreement signed on November 12, 2025 (see Note 10). The Debentures do not bear interest. 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 dates, 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 dates the Company consummates a public offering of its securities (“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 a 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.

In addition, pursuant to ~~the~~ the Purchase Agreements the Company agreed to issue (A) subject to the consummation of a Public Offering, five-year warrants to purchase up to to a number of shares of Common Stock (the “Purchase Warrants”), equal to: (i) in the event the Debentures are outstanding as as of the date of the consummation of the Public Offering, 150% of the Debenture Shares issued, if any; or (ii) in the event that the ~~Debentures~~ 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 “Bridge Financing 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 Agreements (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~~ Subscription Amount.

The Company reviewed the ~~terms~~ terms of the Bridge Financing ~~Warrants~~Loans ~~to be issued~~ and determined that due to the variable number of instruments to be issued, they would constitute a derivative liability. At the initial date, the Company estimated the fair value of both sets of Bridge Financing ~~Warrants and allocated the total gross proceeds received between them based on that relative fair value identified~~. The fair value of the embedded derivative financial instruments was bifurcated from the host instrument and remeasured on recurring basis at each reporting period under marked to market approach. The fair value of the derivative liabilities at inception ~~amounted~~are ~~to $472,750 and were~~ recorded as debt discounts to the Debentures which are amortized over the life of the loan using the effective interest method. Amortization of debt discount for the ~~nine~~three ~~month~~months ended ~~period~~March ~~ending~~31, ~~September~~2026 ~~30,~~and 2025 amounted to $~~174~~161,~~408~~425 and $0, respectively, using effective interest rates of 74.2415%-76.57% for the estimated amortization period. The balance of the Debentures in the financial statements as of December 31, 2025 is $1,308,229, which represents principal values of $1,750,000, net of a debt discount of $441,771. The balance of the Debentures in the financial statements as of March 31, 2026 is $1,584,358, which represents principal values of $1,950,000, net of a debt discount of $365,642.

Derivative Liability

The Company valued the derivative liability relating to the embedded conversion features using the Black Scholes Model using the following assumptions on the respective dates of the Debentures:

	June 5, 2025			June 16, 2025			July 17, 2025			September 15, 2025			September 30, 2025
	December 31, 2025			February 26, 2026			March 31, 2026
Stock price	$	0.~~006~~0100		$	0.~~0124~~0061		$	0.~~019~~0052		$	~~0.0215~~		$	~~0.0160~~
Exercise price		0.057			0.0118			0.018			0.0204			0.0152
Estimated exercise price		0.0095			0.0058			0.0049
Term (years)		2.5			2.5			2.5			~~2.5~~			~~2.5~~
Annual volatility		4243.0681	%		4244.0546	%		4144.8167	%		~~43.53~~	%		~~43.50~~	%
Risk free rate		3.9055	%		3.9346	%		3.8981	%		~~3.50~~	%		~~3.61~~	%
Dividend yield		0	%		0	%		0	%		0	%		0	%
Estimated warrant amount		75,000,000			24,193,548			15,789,474			27,906,977			103,125,000
Estimated warrant amount*		262,500,000			49,180,328			562,500,000
Fair value of warrants	$	~~128~~722,~~417~~192		$	85,~~665~~296		$	85789,~~213~~788		$	~~173,455~~		$	~~478,285~~

~~The~~* ~~Company~~Amounts ~~has~~at ~~assumed~~December ~~that~~31, ~~the~~2025 ~~Debentures~~and ~~will~~March be31, ~~outstanding~~2026 ~~as of~~represent the ~~potential~~total ~~Public Offering. The Company discounted the Purchase Warrants value due to an~~ estimated ~~probability~~number of 90% of the occurrence of a Public Offering. The Additional Warrants were fully discounted resulting from the Company’s current estimation of a zero probability of an occurrence of Public Offering including warrants.

The Company’s ~~activity~~has assumed that the debentures will inbe ~~its~~outstanding ~~convertible~~at ~~promissory~~the ~~notes,~~potential ~~net~~Public ~~related~~Offering. ~~derivative~~The ~~liability~~Company ~~was~~discounted asthe ~~follows~~Purchase ~~for~~Warrants value due to an estimated probability of 90% of the ~~period~~occurrence ~~ended~~of ~~September~~a 30Public Offering, ~~2025:~~as well as a dilution discount relating to the effect the exercise of the warrants would have on expected market value. The Additional Warrants were fully discounted resulting from the Company’s current estimation of a zero probability of an occurrence of Public Offering including warrants.

Balance of derivative liability at January 1, 2025	$	-
Transfer in due to issuance of convertible promissory notes, net with warrant derivative liability		472,750
Change in fair value of warrant derivative liability		5,535
Balance of derivative liability at September 30, 2025	$	478,285

The Company’s activity in its convertible promissory notes, net related derivative liability was as follows for the period ended March 31, 2026:

Balance of derivative liability at January 1, 2025	$	-
Grant of warrants		751,640
Change in fair value of warrant derivative liability		(29,448	)
Balance of derivative liability at December 31, 2025	$	722,192
Grant of warrants		85,296
Change in fair value of warrant derivative liability		(17,700	)
Balance of derivative liability at March 31, 2026	$	789,788

~~NOTE 6 – COMMITMENTS AND CONTINGENCIES~~ 9

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Israel Innovation Authority

The Company partially financed their research and development expenditures under grant programs sponsored by the Israel Innovation Authority (“IIA”) (formerly the Office of Chief Scientist) for the support of research and development activities conducted in Israel. At the time the grants were received from the IIA, successful development of the related projects was not assured. In exchange for participation in the programs by the IIA, in accordance with the terms of the grant, the Company is required to pay 3% of total sales of products developed within the framework of these programs. The royalties will be paid up to a maximum amount equaling 100% of the grants provided by the IIA, linked to the dollar, bearing annual interest at a rate based on LIBOR. Beginning from January 1, 2024, the annual interest rate was adjusted to SOFR (Secured ~~Over~~ Overnight Financing Rate). The obligation to pay these royalties is contingent on actual sales of the products, and in the absence of such sales payment of royalties is not required. In some cases, the Government of Israel’s participation (through the IIA) is subject to export sales or other conditions. The maximum amount of royalties can increase in the event of production outside of Israel or the sale of any intellectual property developed under the grant to a non-Israeli entity. The current contingent royalty obligation as of ~~September~~ ~~30,~~March ~~2025~~31, 2026 and December 31, ~~2024~~2025 is approximately $1.1925 million and $1.1823 million, respectively.

Legal proceedings

From time to time in the normal course of business, the Company may be subject to routine litigation incidental to its business. Although there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information available at this time, that there are no matters, individually or in the aggregate, that would have a material adverse effect on the results of operations and financial condition of the Company.

War in Israel

~~Starting~~Since October 7, 2023, ~~Israel~~ Israel has been engaged in aarmed ~~complex~~conflicts ~~multifront~~on ~~war~~multiple infronts, ~~the~~including ~~Middle~~with ~~East.~~Hamas Anin ~~agreement~~Gaza, ~~for~~Hezbollah ain ~~ceasefire~~Lebanon, the Houthis in ~~Gaza~~Yemen, ~~was~~and various ~~reached~~militia groups in ~~October~~Syria ~~2025~~and Iraq, ~~conditioned~~ onas well as direct hostilities with Iran, including the ~~parties~~June ~~meeting~~2025 ~~certain~~twelve-day ~~ongoing~~war ~~requirements~~and the renewed Israel-U. S.–Iran conflict that commenced in February 2026. The duration and ultimate impact of these conflicts cannot be predicted.

The Company’s research and development activities are located in Israel. Currently, such activities in Israel remain largely unaffected. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the impact of the regional conflicts on the Company’s results of operations and financial condition was immaterial. Management will continue to monitor events in the region and their effect on the Company’s financial position and results of operations.

NOTE 78 – STOCKHOLDERS’ EQUITY

Common Stock

On ~~December~~January 284, ~~2023~~2024, the ~~Company’s~~ ~~stockholders approved the adoption of the~~ Company’s filed its Amended and Restated Certificate of Incorporation, ~~(the~~which ~~“Restated Charter”)~~provided ~~and~~for ~~an amendment to~~ the ~~Restated Charter to increase the~~ number of authorized shares of the Company’s Common Stock ~~from 500~~,~~000,000~~ topar ~~3,254,475,740~~value ~~(“Authorized~~$0.0001 ~~Share~~per ~~Increase~~share, ~~Amendment”) and~~ to ~~make~~be aincreased ~~corresponding~~from ~~change to the number of authorized shares of capital stock. On January 4~~500, ~~2024~~000,000 ~~the~~to ~~Company filed the Restated Charter~~3, ~~with the provisions of the Authorized Share Increase Amendment incorporated therein~~254, ~~with the Secretary of State of Delaware~~475,740. All issued shares of Common Stock are entitled to vote on a 1 share/1 vote basis.

~~Holders~~On ofJanuary ~~the Company’s Common Stock have no preemptive~~5, ~~redemption,~~2026 ~~conversion or subscription rights. No sinking fund provisions are applicable to~~ the Company’s ~~Common~~entered ~~Stock.~~into ~~Upon~~a ~~liquidation,~~service ~~dissolution~~contract orwith ~~winding-up, holders of~~ the ~~Company’s~~American ~~Common~~Academy ~~Stock are entitled to share in all assets remaining after payment~~ of ~~all~~Facial ~~liabilities~~Esthetics ~~and~~LLC ~~the~~(“AAFE”) ~~liquidation~~for ~~preferences of any of~~ the ~~Company’s~~provision ~~outstanding shares~~ of ~~preferred~~marketing ~~stock.~~and ~~Subject~~promotional toservices. ~~preferences~~As ~~that~~payment ~~may~~for bethose ~~applicable~~services, tothe ~~any~~Company ~~outstanding~~provided ~~shares~~AAFE ofwith ~~preferred stock~~$200,000 ~~holders~~ of ~~the Company’s~~ Common Stock ~~are~~as ~~entitled~~prepayment, amounting to ~~receive dividends~~20, ~~if any~~000,000 asshares ~~may~~of beCommon ~~declared~~Stock. ~~from~~The ~~time~~Company tohad ~~time~~976,997,116 byand ~~the~~956,997,116 ~~board~~shares of ~~directors~~Common ofStock ~~the~~issued ~~Company~~and ~~(the~~outstanding ~~“Board of~~as ~~Directors”) out~~ of March ~~the~~31, ~~Company’s~~2026 ~~assets~~and ~~which~~December ~~are legally available. Such dividends~~31, ~~if any~~2025, ~~are payable in cash, in property or in shares of capital stock~~respectively.

11Holders of the Company’s Common Stock have no preemptive, redemption, conversion or subscription rights. No sinking fund provisions are applicable to the Company’s Common Stock. Upon liquidation, dissolution or winding-up, holders of the Company’s Common Stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of the Company’s outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of the Company’s assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock.

~~Warrants~~10

On August 14, 2023, the Company issued warrants (the “Exchange Warrants”) to purchase up to 489,834,426 shares of Common Stock to the shareholders of Private Dror Shareholders (“Private Dror Shareholders”) in exchange for certain of their outstanding warrants, and Private Placement Warrants to purchase up to 456,818,176 shares of Common Stock to the Private Placement Investors in respect of their investment, in addition to Private Placement Warrants to purchase up to 18,181,817 shares of Common Stock issued to the Private Placement Investors in a subsequent closing on September 13, 2023 (collectively, and together with the Exchange Warrants and Oriole Warrants (as defined herein), the “Warrants”).

The outstanding Warrants expire five years from the initial exercise date and are exercisable at an exercise price of $0.033 per share. The Warrants contain provisions that protect their holders against dilution by adjustment of the purchase price in certain events such as stock dividends, stock splits and other similar events.

On April 17, 2024, the Board of Directors approved the issuance of warrants to purchase 10,454,500 shares of Common Stock to Oriole Avenue Inc. (“Oriole”) with the same terms as the warrants issued to the Private Dror Shareholders (the “Oriole Warrants”). The Oriole Warrants were issued to an investor in respect of services to be performed pursuant to the Oriole Consulting Agreement (as defined herein), which concluded on July 15, 2024. The fair value of the Oriole Warrants on the date of issuance was $35,814, which was recognized as general and administrative expense in the Statement of Operations over the service period. The aggregate fair value of $35,814 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 77.10%, (iii) risk free rate of 4.62% (iv) dividend rate of zero, (v) stock price of $0.01, and (vi) exercise price of $0.033.

If at the time of the Warrant’s exercise there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common Stock underlying the Warrants, then the holders will have the right to exercise the Warrants by means of a cashless exercise. In addition, if (i) the volume-weighted average price of the Company’s Common Stock for 20 consecutive trading days is at least 300% of the exercise price of the Warrants, (ii) the dollar trading volume of the Company’s Common Stock for each trading day within such 20-day trading period equals or exceeds $500,000, (iii) a registration statement providing for the resale of the private placement shares is effective and such registration statement has been effective for six (6) months, (iv) the holders of the Warrants are not in possession of any information provided by the Company that constitutes material nonpublic information and (v) the Company has not breached any of the terms of the investment documents (regardless of if such breach has been cured), then the Warrants may be redeemed at a price of $0.001 per Warrant up to one-half, in the aggregate, of the Warrants upon not less than 20 days’ prior written notice of redemption to each holder, subject to certain customary restrictions.

Equity Incentive Plan

Prior to the Share Exchange, there were 163,142,084 Private Dror employee stock options that had been granted to two executives and aone director. As part of the Share Exchange, the outstanding employee stock options were exchanged and the Company issued new employee stock options under the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”) with the same terms as the previously issued options.

~~The~~Stock-based ~~Company~~compensation ~~treated the exchange~~expense ~~of the original options~~ for the ~~new~~three ~~options~~months asended aMarch ~~modification~~31, in2026 ~~accordance with ASC 718. The Company calculated the fair value of the original options prior to the Share Exchange~~ and ~~the~~2025 ~~fair~~amounted ~~value of the new options at the time of the Share Exchange. The increase in value due~~ to ~~the modification was~~ $~~4,261,809~~0 and ~~was recorded as additional share-based compensation expense. As one third of the options had fully vested prior to the Share Exchange~~$23, ~~the Company recognized one third of the total amount of the increased value~~193, ~~amounting to $1~~respectively,~~420,603~~ atall ~~the time of the Share Exchange. The remaining two thirds of the incremental value~~ relating to ~~the~~general ~~unvested~~and ~~options were~~administrative ~~recorded~~expenses. ~~over~~There ~~the~~were ~~remaining~~no ~~vesting~~option ~~period.~~grants ~~The~~during ~~options granted to~~ the ~~executives~~three ~~were~~months ~~fully~~ended ~~vested~~March ~~as of December~~ 31, ~~2024,~~2026 and ~~expensed in full. The options issued to the director completed their vesting period in the second quarter of~~ 2025.

OnNOTE ~~June~~9 ~~17,~~– ~~2024,~~RELATED ~~the~~PARTY Board of Directors approved the issuance of 21,122,239 fully-vested options to purchase shares of Common Stock to the chairman of the Board of Directors. The fair value of the options on the date of issuance was $170,920, which was recognized as share-based compensation expense in the Statement of Operations. The aggregate fair value of $170,920 was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 76.58%, (iii) risk free rate of 4.30% (iv) dividend rate of zero, (v) stock price of $0.01, and (vi) exercise price of $0.0037.TRANSACTIONS

~~Share-based~~Accrued compensation expense for the three months ended September 30, 2025 and 2024 amounted to $0 and $543,101, respectively. Share-based compensation expense for the nine months ended September 30, 2025 and 2024 amounted to $39,170 and $1,854,726, respectively. Share-based compensation relating to general and administrative expenses amounted to $0 and $386,273 for the three months ended September 30, 2025 and 2024, respectively, and $39,170 and $1,379,041 for the nine months ended September 30, 2025 and 2024, respectively. Share-based compensation relating to research and development expenses amounted to $0 and $156,828 for the three months ended September 30, 2025 and 2024, respectively, and $0 and $475,685 for the nine months ended September 30, 2025 and 2024, respectively. There were no option grants during the nine months ended September 30, 2025Salaries

12Accrued expenses balance as of March 31, 2026 and December 31, 2025 contained accrued executive salaries of $153,380 and $122,819, respectively. These balances relate to executive salaries that have been accrued but unpaid due to cash management considerations.

NOTE 8 – RELATED PARTY TRANSACTIONS

Director Consulting Services

On June 1, 2022, the Company entered into a consulting agreement with Yehuda Englander, a director of the Company (the “Consulting Agreement”), pursuant to which, in consideration for certain financial and strategic consulting services, Mr. Englander is entitled to a cash fee of NIS 3,500 each month and was also granted options to purchase 2,610 Ordinary Shares of Private Dror, which options were exchanged for options to purchase 9,597,675 shares of Common Stock in ~~connection with the Share Exchange~~2023. All of the options ~~have~~are fully vested as of ~~September~~March 3031, ~~2025~~2026. On February 7, 2024, the Company amended the Consulting Agreement which provides that Mr. Englander’s monthly cash fee in respect of the services provided under the Consulting Agreement will equal $2,500 and in addition to the monthly fee, Mr. Englander is entitled to expense reimbursements in an amount not to exceed $500. Consulting services paid to the director recorded as general and administrative expenses for the three months ended ~~September~~March 3031, ~~2025 and 2024 was $10~~2026,~~262~~ and ~~$8,997, respectively. Consulting services paid to the director recorded as general and administrative expenses for the nine months ended September 30,~~ 2025 ~~and 2024~~ was $2911,~~622~~026 and $229,~~153~~493, respectively. ~~Payable~~Accrued expense balances in respect of ~~this~~the ~~agreement~~Consulting Agreement at ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 were $43,~~094~~633 and $3,~~100~~093, respectively.

OnNOTE ~~February~~10 7,– ~~2024, the Company~~SEGMENT entered into a consulting agreement with Chaim Ravad, a director of the Company (the “Ravad Consulting Agreement”), pursuant to which, in consideration for certain services provided as a member of the Board of Directors, Mr. Ravad was entitled to a cash fee of $5,000 per month. The Ravad Consulting Agreement was terminable by either party upon 30 days written notice to the other party, and automatically terminated upon the payment in an aggregate amount of $55,000, pursuant to the terms of the Ravad Consulting Agreement. Consulting services paid to the director recorded as general and administrative expenses for the three months ended September 30, 2025 and 2024 was $0 and $15,000, respectively, and $0 and $40,000 for the nine months ended September 30, 2025 and 2024, respectively. Accrued expense balances in respect of this agreement at September 30, 2025 and 2024 were $0 and $5,000, respectively.REPORTING:

~~Stockholder~~ASC ~~Consulting~~280, “Segment Reporting” ~~Services~~establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has only one reportable segment, the Platform Segment, as all their research and development activities are related the development of the Company’s Platform. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

OnThe ~~August 8, 2023, the~~ Company ~~entered~~ ~~into~~adheres ato ~~consulting agreement with Oriole, an entity owned by Yaacov Bodner, an owner of 5% or more of~~ the ~~Company’s outstanding~~ ~~shares~~provisions of ~~Common~~ASC ~~Stock~~280, ~~pursuant~~Segment toReporting, which, inestablishes ~~consideration~~standards for ~~certain~~the ~~stockholder,~~way ~~investors~~public ~~relations~~business ~~and~~enterprises ~~general~~report ~~consultancy~~information ~~services,~~about ~~Oriole~~operating ~~was~~segments ~~entitled to receive cash payments equal~~ in ~~the~~annual ~~aggregate~~financial tostatements ~~$145,000,~~ and ~~Oriole~~requires ~~Warrants~~that tothose ~~purchase~~enterprises upreport toselected aninformation ~~aggregate~~about ofoperating segments ~~10,454,500~~in ~~shares~~financial ofstatements ~~the~~issued ~~Company’s~~to ~~Common Stock, with an exercise price of $0~~shareholders.~~033~~ ~~per~~As ~~share and substantially~~ the ~~same~~Company ~~terms~~is ~~as the~~currently ~~Warrants~~involved ~~(the “Oriole Consulting Agreement”). The cash payment was paid~~ in ~~equal~~the ~~monthly~~development ~~installments~~ of ~~$14,500,~~one ~~commencing on September 15~~product, ~~2023 and expiring on July 15, 2024. Although~~ the ~~agreement was signed and the services were provided~~Platform, the ~~Board~~Company ofhas ~~Directors did~~determined ~~not~~that ~~approve~~it ofoperates ~~the~~in ~~issuance~~a ofsingle ~~the~~reportable ~~Oriole Warrants until April 17, 2024~~segment. The ~~value~~Company’s ofChief ~~the~~Operating ~~Oriole~~Decision ~~Warrants~~Maker ~~on April 17~~(CODM), ~~2024 amounted~~ toits ~~$36,748~~Chief ~~which~~Executive ~~was~~Officer ~~amortized~~(CEO), ~~over~~reviews the ~~remaining~~consolidated ~~service~~results ~~period.~~of ~~Consulting~~operations ~~services~~when ~~paid~~making todecisions ~~stockholders~~about ~~recorded~~allocating asresources ~~general~~ and ~~administrative~~ ~~expenses~~assessing ~~for~~ the ~~three~~performance ~~months~~of ~~ended~~the ~~September~~Company ~~30,~~as ~~2025~~a whole and, ~~2024 was $0 for both periods~~hence, ~~and~~the $0Company ~~and~~has ~~$87,000~~only ~~for~~one ~~the~~reportable ~~nine~~segment. ~~months~~The ~~ended~~Company’s assets ~~September~~are ~~30,~~located ~~2025~~in ~~and 2024, respectively~~Israel.

NOTE 911 – ~~SEGMENT~~SUBSEQUENT ~~REPORTING:~~EVENTS

~~ASC~~On April ~~280~~28, ~~“Segment~~2026, ~~Reporting” establishes~~the ~~standards~~Company ~~for~~entered ~~reporting~~into ~~information~~a ~~about~~securities ~~operating~~purchase ~~segments~~agreement, onby aand ~~basis~~among ~~consistent with~~ the Company’s ~~internal~~and ~~organization structure~~certain ~~as well as information about services categories~~investors, ~~business~~for ~~segments~~the ~~and~~sale of ~~major~~debentures ~~customers~~ in ~~financial~~an ~~statements.~~aggregate ~~The~~principal ~~Company has~~amount ~~only~~of ~~one reportable segment~~$275,000 with the ~~Platform~~same ~~Segment,~~terms as ~~all~~the ~~their~~Security ~~research~~Purchase Agreements and ~~development~~Debentures ~~activities~~other than ~~are~~a ~~related~~maturity todate ~~the development~~ of ~~the~~June ~~Company’s Platform. Since the Company operates in one operating segment~~28, ~~all~~2026 ~~required~~(see ~~financial~~Note ~~segment information can be found in the consolidated financial statements.~~6)

The Company adheres to the provisions of ASC 280, Segment Reporting, which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to stockholders. As the Company is currently involved in the development of one product, the Platform, the Company has determined that it operates in a single reportable segment. The Company’s Chief Operating Decision Maker (CODM), its Chief Executive Officer (CEO), reviews the consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and, hence, the Company has only one reportable segment. The Company’s assets are located in Israel.11

NOTE 10 – SUBSEQUENT EVENTS

On November 12, 2025, the Company entered into the Fourth Purchase Agreement with certain existing investors. Pursuant to the agreement, the Company agreed to sell to the purchasers in a private placement, the Fourth Debentures in aggregate principal amounts of $600,000 with terms similar to the existing Q2 Debentures. On September 15, 2025, the Company received $400,000 as an advance in respect of the Fourth Purchase Agreement which was accounted in the same manner as the Q2 Debentures and is included in the balance sheet (See Note 5). These Fourth Debentures do not bear interest and mature on January 11, 2026. In addition, pursuant to the Fourth Purchase Agreement the Company agreed to issue (A) subject to the consummation of the Public Offering, Purchase Warrants to purchase shares of Common Stock equal to: (i) in the event the Fourth Debentures are outstanding as of the date of the Public Offering Closing Date, 150% of the Debenture Shares issued, if any; or (ii) in the event that the Fourth 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 Fourth 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 equal to: (i) in the event that the Fourth 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 investors would have been entitled to receive had such investor participated in the Public Offering in the amount equal to the investor’s subscription amount under the Fourth Purchase Agreement; or (ii) in the event that the Fourth Debentures are not outstanding as of the Public Offering Closing Date, 100% of the Warrant Subscription Amount.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Dror~~-Ortho~~ Ortho-Design, Inc. (the “Company”) as of ~~September 30~~March 31, ~~2025~~2026 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, ~~2024~~2025, which are included in the Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 19, 2025. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

●

our operations and financial performance depend on global and regional economic conditions. Inflation, fluctuations in currency exchange rates, changes in consumer confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect our business, results of operations, and financial condition.;

●

the Company is in the development stage, is not generating revenues and has no operating history in the manufacturing and distribution of orthodontic medical devices or platforms for consumer use;

●

our products and technologies may not be accepted by the intended commercial consumers of our products, which could harm our future financial performance;

●

we expect continued operating losses and cannot be certain of our future profitability;

● our net revenues will depend primarily on our Platform ~~(as defined herein)~~ and any decline in sales or average selling price of our Platform may adversely affect net revenues, gross margin and net income;

●

the Company will face competition from large internationally established aligner companies whose products have been widely accepted;

●

our growth and future success may depend on our ability to enhance our Platform or to develop, obtain regulatory clearance for, successfully introduce, and achieve market acceptance of new products and services;

●

we are subject to operating risks, including excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations;

●

our products and information technology systems are critical to our business. Issues with product development or enhancements, IT system integration, implementation, updates and upgrades could disrupt our operations and have a material impact on our business and operating results;

●

complying with regulations enforced by FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial penalties;

●

we may not receive the necessary authorizations to market our Platform or any future new products, and any failure to timely do so may adversely affect our ability to grow our business.

●

certain modifications to our products may require new 510(k) clearance or other marketing authorizations;

●

ongoing changes in healthcare regulation could negatively affect our revenues, business and financial condition;

●

we are subject to certain federal, state, and foreign fraud and abuse laws, health information privacy and security laws, and transparency laws, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business;

●

our success depends in part on our proprietary technology, and if we are unable to successfully enforce our intellectual property rights, our competitive position may be harmed;

●

the relative lack of U.S. public company experience of our management team may put us at a competitive disadvantage;

● our ~~common stock, par value $0.0001 per share (“~~Common Stock~~”),~~ is not listed on any stock exchange and there is a limited market for shares of our Common Stock. Even if a market for our Common Stock develops, our Common Stock could be subject to wide fluctuations; and

●

other risks and uncertainties outlined in section entitled “Risk Factors” and other risks detailed from time to time in our filings with the SEC or otherwise.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. For a discussion of these and other risks that relate to our business and financial performance, you should carefully review the risks and uncertainties described under the heading “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed on February 1927, ~~2025~~2026, and those described from time to time in our future reports filed with the Securities and Exchange Commission. Moreover, new risks regularly emerge, and it is not possible for us to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Form 10-Q are based on information available to us on the date of this Quarterly Report on Form 10-Q. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

We were incorporated as Novint Technologies, Inc. in the State of New Mexico in April 1999. On February 26, 2002, we changed our state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. On July 5, 2023, we entered into a share exchange agreement with the shareholders of Dror Ortho-Design, Ltd. (“Private Dror”), pursuant to which the shareholders of Private Dror agreed to exchange all of their outstanding ordinary shares Private Dror for shares of our Common Stock, par value $0.0001 per share (the “Common Stock”) and the Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”, and such transaction, the “Share Exchange”). On August 14, 2023 the Share Exchange was consummated and we changed our name to “Dror Ortho-Design, Inc.”

15Following the Share Exchange, we succeeded to the business of Private Dror as our sole line of business. The Share Exchange is being accounted for as a recapitalization, with Private Dror deemed to be the accounting acquirer and the Company the acquired company. Accordingly, Private Dror’s historical financial statements for periods prior to the consummation of the Share Exchange have become those of the Company. Operations reported for periods prior to the Share Exchange are those of Private Dror.

Following the Share Exchange, we succeeded to the business of Private Dror as its sole line of business. The Share Exchange is being accounted for as a recapitalization, with Private Dror deemed to be the accounting acquirer and the Company the acquired company. Accordingly, Private Dror’s historical financial statements for periods prior to the consummation of the Share Exchange have become those of the Company. Operations reported for periods prior to the Share Exchange are those of Private Dror.

Our Company

We have reimagined the way people can correct their smile.

We plan to disrupt the aligner market by offering millions of people a revolutionary alternative. We believe that people do not need to change their lifestyle to correct their smile as they are required to do with existing aligner solutions. Rather, we believe they can get a perfect smile discreetly and hassle-free even while they sleep with our FDA-cleared proprietary solution.

Existing aligner solutions generally share the same treatment principles, which are different from our solution. In most cases, patients seeking to improve their smile need to undergo a 12-to-15 month process of wearing plastic aligners, which need to be worn the entire day and should only be removed while eating or drinking. Patients are prescribed a series of 20 to 30 aligners that are intended to forcefully move teeth progressively closer to their intended final position. This process causes pain every time a new aligner is used and restricts blood circulation, which counterproductively slows down tooth movement. All-day aligner solutions are also intrusive, as patients need to conduct their lives at work or school wearing the plastic aligners. In addition, most existing aligner therapies require multiple visits to an orthodontist to monitor the progress of treatment plans through intraoral scanning, physical examination and patient testimony.

We believe that recent rapid advancements in technology have made traditional aligner solutions no longer the most effective treatment option for smile correction. Our Company has developed a proprietary AI-based platform to correct people’s smiles in a discreet and less painful manner (the “Platform”). The Platform uses only one smart aligner to gently move teeth into their optimum position with pulsating air while the patient is sleeping or at home.

We are involved in the research and development of an orthodontic alignment platform. We have several patents for the technology used in the Platform and is currently in the process of preparing the prototype for FDA approval.

Our predecessor first generation Aerodentis System is a Class II medical device, which was cleared by FDA for commercialization in the U.S. pursuant to the 510(k) notification process for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. The Company is preparing to apply for 510(k) clearance for the Platform as a Class II medical device, which constitutes an updated version of the currently cleared device. Such updated Platform contains new and/or different components than the original device, which is why a new 510(k) clearance is required prior to marketing the Platform in the U.S. We have not yet filed a 510(k) submission for the Platform, and it has, thus, not been found by the FDA to be substantially equivalent to the first generation Aerodentis System.

The Company currently does not generate revenues to fund operations and anticipates that it will continue to incur significant losses as it continues to develop the Platform. Please refer to “Risk Factors - We are in the development stage, are not generating revenues and have no operating history in the manufacturing and distribution of orthodontic medical devices or platforms for consumer use” included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information. The Company intends to spend approximately $2.5 million over the next 18 months on software and hardware development as well as the accompanying regulatory approvals and IP protection associated with such software and hardware projects.14

16The Company currently does not generate revenues to fund operations and anticipates that it will continue to incur significant losses as it continues to develop the Platform. Please refer to “Risk Factors - We are in the development stage, are not generating revenues and have no operating history in the manufacturing and distribution of orthodontic medical devices or platforms for consumer use” included in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional information. The Company intends to spend approximately $1.5 million over the next 18 months on software and hardware development as well as the accompanying regulatory approvals and IP protection associated with such software and hardware projects.

~~Recent~~Share ~~Developments~~Exchange

On ~~each~~July ~~of June~~ 5, ~~2025~~2023, ~~June~~we ~~16,~~entered into ~~2025,~~that ~~and~~certain ~~July~~Share ~~17,~~Exchange ~~2025,~~Agreement ~~the~~(as ~~Company entered~~amended ~~into~~by athat ~~Securities~~certain ~~Purchase~~Amendment to Share Exchange Agreement, ~~(collectively~~dated August 14, ~~the~~2023, the “~~Initial~~Share ~~Purchase~~Exchange ~~Agreements~~Agreement”) ~~with certain existing investors~~, pursuant to which, the ~~Company~~shareholders ~~agreed~~of toPrivate ~~sell~~Dror totransferred ~~the~~all ~~purchasers~~of intheir ~~private~~ordinary ~~placements~~shares in ~~(the “~~Private ~~Placements”),~~Dror ~~debentures (collectively,~~to ~~the~~us ~~“Initial~~in ~~Debentures”)~~exchange infor an7,576,999 ~~aggregate~~newly ~~principal~~issued ~~amount~~shares of ~~$300,000~~our ~~due~~Series ~~August~~A 5,Preferred ~~2025,~~Stock ~~$200~~and 106,~~000~~782,187 ~~due~~shares ~~August~~of our Common ~~15,~~Stock. ~~2025,~~On ~~and~~August ~~$200~~14,~~000~~ ~~due~~2023, ~~September~~the ~~17,~~Share ~~2025,~~Exchange ~~respectively~~was consummated. ~~Each~~As a result of the ~~Initial~~Share ~~Debentures~~Exchange, ~~were~~Private ~~extended~~Dror tobecame ~~December~~a ~~13,~~wholly ~~2025~~owned subsidiary of the Company.

OnPursuant November 12, 2025, the Company entered into a securities purchase agreement (the “November 2025 Purchase Agreement” and, together with the Initial Purchase Agreements, the “Purchase Agreements”) with each of the purchasers signatory thereto (the “November 2025 Investors”), pursuant to ~~which,~~ the ~~Company~~terms ~~agreed to sell to the November 2025 Investors in a private placement, debentures in an aggregate principal amount of $600,000 due January 11, 2026 (the “November 2025 Debentures”~~ and~~, together with the Initial Debentures, the “Debentures”).~~ ~~Pursuant~~conditions to the November 2025 Purchase Agreement, the November 2025 Investors have the right to purchase additional debentures, which are subject to the same terms as the Debentures, in an aggregate principal amount of ~~$200,000. In advance of signing~~ the ~~November~~Share ~~Purchase Agreement,~~Exchange ~~the Company in September 2025 received $400,000 from certain November 2025 Investors.~~Agreement:

In● ~~addition,~~we ~~pursuant~~assumed ~~to each~~all ~~Purchase Agreement, the Company agreed to issue (A) subject to the consummation~~ of aPrivate 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”) equal to: (i) in the event the applicable 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 each of the applicable 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 “Bridge Warrants”) equal to: (i) in the event that the applicable 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 PurchaserDror’s ~~subscription~~obligations ~~amount~~ under ~~the~~Private ~~Purchase~~Dror’s ~~Agreement (the “Warrant Subscription Amount”); or (ii) in the event that the applicable Debentures are not~~ outstanding asshare ~~of the Public Offering Closing Date, 100% of the Warrant Subscription Amount.~~options;

~~Debentures~~● all outstanding Series A-4 Warrants to purchase Private Dror’s ordinary shares were assumed by the Company and converted into Share Exchange Warrants (as defined below); and

~~Each~~● ofsimultaneously with the ~~Debentures~~Share ~~bear an~~Exchange, ~~interest~~the ~~rate~~board of 0%directors ~~per~~and ~~annum~~certain ~~and~~officers of the ~~maturity~~Company ~~date~~resigned, ~~may~~and bea ~~extended~~new byboard ~~the~~of ~~holder~~directors, ~~for~~comprised ~~subsequent~~of ~~periods~~Private Dror’s legacy board of 60directors, ~~days~~and ~~upon~~new ~~prior~~officers ~~written notice~~were toappointed at the Company. The ~~Debentures~~Company’s ~~also~~new ~~set~~board ~~forth~~of ~~certain~~directors ~~customary~~consists ~~events~~ of ~~default~~Eliyahu ~~after~~(Lee) ~~which~~Haddad, ~~the~~Chaim ~~Debentures~~Hurvitz, ~~may~~Moshe beShvets, ~~declared~~Chaim ~~immediately due~~Ravad and ~~payable,~~Yehuda ~~including~~Englander. ~~certain~~In ~~types~~addition, ofimmediately ~~bankruptcy~~following ~~or insolvency events of default. Subject to~~ the ~~satisfaction~~Share ~~of certain conditions~~Exchange, ~~including~~ ~~applicable~~Mr. ~~prior~~Haddad ~~notice~~was toappointed as the ~~holders~~Company’s ofchief ~~the~~executive ~~Debentures~~officer, atMr. ~~any~~Shvets ~~time~~was ~~prior~~appointed toChief ~~the~~Technology ~~maturity date~~Officer, ~~the~~and ~~Company~~Mr. ~~may~~Hurvitz ~~elect~~was ~~to prepay~~appointed ~~all~~chairman ~~or a portion~~ of the~~-then~~ ~~outstanding~~board ~~principal amount~~ of ~~each of the Debentures~~directors.

InPrivate the event that prior to the respective maturity date the Company consummates a Public Offering, the then-outstanding principal amount of each 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.Placement

Pursuant to the terms of the Share Exchange, the Company entered into to a Securities Purchase Agreement, by and between the Company and certain purchasers identified therein (the “Private Placement Investors”), dated as of August 14, 2023 (the “Securities Purchase Agreement”), pursuant to which, the Private Placement Investors received 186,363,631 shares of Common Stock (the “Private Placement Shares”), 2,886,364 shares of Series A Preferred Stock and warrants to purchase shares of Common Stock (the “Private Placement Warrants”), or a combination thereof, at an effective purchase price of $0.011 per Private Placement Share or share of Common Stock underlying such shares of Series A Preferred Stock (the “Private Placement”) . The Company received aggregate gross proceeds of $5,025,000 in connection with the first closing of the Private Placement on August 14, 2023, and an additional $200,000 in connection with a second closing of the Private Placement on September 13, 2023.

The ~~Bridge~~Company ~~Warrants~~and the Private Placement Investors also entered into a registration rights agreement (the “Registration Rights Agreement”), ifpursuant ~~issued~~to which the Company agreed to register, among ~~will~~other beregistrable ~~exercisable~~securities, ~~for~~on ~~shares~~Form S-1 of(or, ~~Common~~if ~~Stock~~the ~~immediately~~Company ~~upon~~is ~~issuance~~then eligible, aton anForm ~~exercise~~S-3) ~~price~~with ~~equal~~the toSEC: (i) the ~~per~~Private ~~share~~Placement Shares, ~~price~~(ii) of the shares of Common Stock ~~offered~~underlying in the ~~Public~~shares ~~Offering~~of Series A Preferred Stock (the “~~Exercise~~Conversion ~~Price~~Shares” ), if(iii) the ~~any~~shares of Common Stock underlying the Private Placement Warrants issued to the Private Placement Investors, and ~~expire~~(iv) ~~five~~the ~~years~~shares ~~from~~of Common Stock and Conversion Shares underlying the ~~date~~shares of ~~issuance~~Series A Preferred Stock issued to the investors in the private placement transaction that occurred on or about December 6, 2021 (the “December 2021 Transaction”) in connection with the Share Exchange. The ~~Exercise~~Company ~~Price~~filed isan ~~subject~~initial toregistration ~~customary~~statement ~~adjustments~~on ~~for~~Form S-1 ~~stock~~covering ~~dividends,~~the ~~stock~~aforementioned ~~splits~~securities with the SEC on February 9, 2024, ~~reclassifications~~which ~~and~~was declared effective by the ~~like,~~SEC ~~and~~on ~~subject to~~June ~~price-based~~14, ~~adjustment~~2024.

1715

Going Concern

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. ~~During~~The Company is subject to a number of risks similar to those of earlier stage commercial companies, including dependence on key individuals and products, the ~~nine~~difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies and other technologies. During the three months ended ~~September~~March 3031, ~~2025~~2026, the Company’s cash used in operations was $1404,~~409,082~~268 leaving a cash balance of $~~240~~23,~~362~~802 as of March ~~September 30~~31, ~~2025~~2026. ~~Because~~These ~~the~~factors ~~Company~~raise ~~does~~substantial ~~not~~doubt ~~have sufficient~~about ~~resources~~the Company’s ability to ~~fund~~continue ~~its~~as ~~operations~~a going concern for ~~the~~a ~~next~~period of twelve months from the ~~date~~issuance of ~~this~~these ~~filing,~~unaudited ~~management~~condensed ~~has~~consolidated ~~substantial~~financial ~~doubt about~~statements. In order to have sufficient cash to fund the Company’s ~~ability~~operations toin ~~continue~~the asfuture, athe ~~going~~Company ~~concern.~~will ~~During~~need ~~the~~to ~~nine~~raise ~~months~~additional ~~ended~~equity ~~September~~or ~~30,~~debt ~~2025,~~capital ~~the~~and ~~Company~~cannot ~~raised~~provide any ~~$1,100,000~~assurance ~~from~~that the ~~issuance~~Company ofwill ~~the~~be ~~Debentures~~successful ~~and~~in doing so. If the Company is ~~exploring~~unable ~~additional~~to ~~fundraising~~raise ~~opportunities.~~sufficient ~~Subsequent~~capital to fund the ~~balance~~Company’s operations, ~~sheet~~the ~~date,~~Company onmay ~~November~~need ~~11,~~to ~~2025~~delay, ~~the~~reduce ~~Company~~or ~~raised~~eliminate ancertain ~~additional~~research ~~$200~~and development programs or other operations,~~000~~ ~~from~~sell ~~the~~some or ~~issuance~~all of ~~loans~~its assets or merge with another entity.

~~General~~As a result of these factors and because the Company does not have sufficient resources to fund its operations for the next twelve months from the date of this Quarterly Report on Form 10-Q, management has substantial doubt about the Company’s ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is involved in the research and development of an orthodontic alignment platform. The Company has several patents for the technology used in the platform and is currently in the process of preparing the prototype for FDA approval.

Results of Operations

Comparison of the Three Months Ended ~~September 30~~March 31, ~~2025~~2026, and the Three Months Ended ~~September 30~~March 31, ~~2024~~2025

The following table sets forth the results of operations of the Company for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~September~~March 3031, ~~2024~~2025:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			Change $			Change %
	2026			2025			Change $			Change %
Research and development	$	~~151~~118,~~456~~410		$	~~451~~239,~~030~~604		$	(~~299~~121,~~574~~194	)		(6651	)%
General and administrative	$	~~318~~378,~~424~~784		$	~~307~~313,~~593~~629		$	1065,~~831~~155			421	%
Share-based compensation	$	-		$	~~543~~23,~~101~~193		$	(~~543~~23,~~101~~193	)		(100	)%
Other income (expenses), net	$	(183,648	)	$	(525,211	)	$	341,563			(65	)%
Financial income (expenses), net	$	2,253		$	303		$	1,950			644	%
Change in fair value of derivative	$	17,700			-		$	17,700			100	%
Debt discount amortization	$	(161,425	)		-		$	(161,425	)		(100	)%

Research and development expenses

Research and development ~~expenses~~ expenses were $~~151~~118,~~456~~410 for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~451~~239,~~030~~604 for the three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in research and development expenses of $~~299~~121,~~574,~~194 or 6651%, was primarily due to decreased activities relating to software development.

General and administrative expenses

General and administrative expenses were $~~318~~378,~~424~~784 for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~307~~313,~~593~~629 for the three months ended ~~September~~March 3031, ~~2024~~2025. ~~The~~ The increase in general and administrative expenses of $1065,~~831,~~155 or 421%, was primarily due to ana ~~increase~~decrease in ~~salary~~professional ~~related~~fees ~~costs~~ during the three months ended ~~September~~March 3031, 2025.

Share-based Compensation Expenses

Share-based compensation ~~expenses~~ expenses were $0 for the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~543~~23,~~101~~193 for the three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in share-based compensation expenses of $~~543~~23,~~101,~~193 or 100%, was due to ~~the~~no ~~completion~~share-based ofcompensation ~~vesting~~activity ~~for~~during ~~all~~the ~~outstanding~~three ~~stock~~months ~~options vesting~~ended inMarch ~~the~~31, ~~second quarter of 2025~~2026.

~~Other~~Financial ~~Expenses~~income, ~~Net~~net

~~Other expenses~~Financial income, net ~~were~~was $~~183~~2,~~648~~253 for the three months ended ~~September~~March 3031, ~~2025~~ 2026, compared to $~~525,211~~303 of income for the three months ended ~~September 30~~March 31, ~~2024~~2025. The ~~decrease~~increase in ~~net~~financial ~~expense~~income, net, of $~~341~~1,~~563,~~950 or 65644%, was primarily due to ~~the~~exchange ~~recognition~~rate ofdifferences ~~$520,000~~resulting offrom ~~liquidated damages accrual during~~ the ~~three~~translation ~~months ended September 30, 2024, partially offset by amortization~~ of ~~debt~~New ~~discount~~Israeli ofShekel ~~$159,813~~(“NIS”) ~~during~~based ~~the~~assets ~~three months~~and ~~ended~~liabilities ~~September~~to ~~30,~~U.S. ~~2025~~Dollars.

18Change in fair value of derivative

~~Comparison~~Change in fair value of the derivative ~~Nine~~was $17,700 for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~and~~ compared to $0 for the ~~Nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The increase in the change in fair value of the derivative of $17,700 or 100%, was due to the derivative liability not being recognized as of March 31, 2025.

~~The following~~Debt ~~table~~discount ~~sets forth the results of operations of the Company for the nine months ended September 30, 2025 and September 30, 2024:~~amortization

	Nine Months Ended September 30,
	2025			2024			Change $			Change %
Research and development	$	715,128		$	1,213,903		$	(498,775	)		(41	)%
General and administrative	$	1,023,547		$	1,026,431		$	(2,884	)		0	%
Share-based compensation	$	39,170		$	1,854,726		$	(1,815,556	)		(98	)%
Other income (expenses), net	$	(211,144	)	$	(547,128	)	$	335,984			(61	)%

Debt discount amortization was $161,425 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The increase in debt discount amortization of $161,425 or 100% was due to the debt instrument not being recognized as of March 31, 2025.

Research and development expenses

Research and development expenses were $715,128 for the nine months ended September 30, 2025, compared to $1,213,903 for the nine months ended September 30, 2024. The decrease in research and development expenses of $498,775, or 41%, was primarily due to decreased activities relating to software development.

General and administrative expenses

General and administrative expenses were $1,023,547 for the nine months ended September 30, 2025, compared to $1,026,431 for the nine months ended September 30, 2024. The decrease in general and administrative expenses of $2,884, or 0%, was primarily due to a reduction in professional fees during the period offset by an increase in salary related expenses.

Share-based Compensation Expenses

Share-based compensation expenses were $39,170 for the nine months ended September 30, 2025, compared to $1,854,726 for the nine months ended September 30, 2024. The decrease in share-based compensation expenses of $1,815,556, or 98%, was primarily due to the majority of the outstanding stock options vesting in 2024.

Other Expenses, Net

Other expenses, net were $211,144 for the nine months ended September 30, 2025, compared to $547,128 for the nine months ended September 30, 2024. The decrease in net expense of $335,984, or 61%, was primarily due to the recognition of $520,000 of liquidated damages accrual during the nine months ended September 30, 2024, partially offset by amortization of debt discount $174,408 during the nine months ended September 30, 2025.

Liquidity and Capital Resources

Sources of Liquidity

We do not have revenues to fund operations. We anticipate that we will continue to incur significant losses as we continue to develop our product. Historically, our primary source of cash has been proceeds from the sale of equity instruments. We raised $5.225 million through athe ~~private~~Private ~~placement~~Placement ~~sale~~ of shares to new investors concurrent with the Share Exchange. ~~which~~We ~~was~~intend ~~used~~to onspend approximately $1.5 million over the next 18 months on software and hardware development as well as the accompanying regulatory approvals and IP protection associated with such software and hardware projects. ~~During the nine months ended September 30, 2025, the Company received $1,100,000 in the form of bridge loans from existing investors.~~

During the three months ended March 31, 2026 and 2025, the Company received $200,000 and $300,000, respectively, in the form of bridge loans from existing investors as further described below.

We will need to raise additional capital to fund operating losses and grow our operations. There can be no assurance however that we will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. Such factors raise substantial doubt about our ability to sustain operations for at least one year from the issuance of the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The accompanying financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern. For additional information, see the section above titled “MD&A—Going Concern.”

1917

Bridge Loan Financings

On each of June 5, 2025, June 16, 2025, and July 17, 2025, the Company entered into a Securities Purchase Agreement (collectively, the “Initial Purchase Agreements”) with certain existing investors, pursuant to which, the Company agreed to sell to the purchasers in private placements (the “Private Placements”), debentures (collectively, the “Initial Debentures”) in an aggregate principal amount of $300,000 due August 5, 2025, $200,000 due August 15, 2025, and $200,000 due September 17, 2025, respectively. Each of the Initial Debentures were extended to December 13, 2025, then to March 31, 2026, and subsequently to June 30, 2026.

On November 12, 2025, the Company entered into a securities purchase agreement (the “November 2025 Purchase Agreement”) with each of the purchasers signatory thereto (the “November 2025 Investors”), pursuant to which, the Company agreed to sell to the November 2025 Investors in a private placement, debentures in an aggregate principal amount of $600,000 due January 11, 2026 (the “November 2025 Debentures”). Pursuant to the November 2025 Purchase Agreement, the November 2025 Investors have the right to purchase additional debentures, which are subject to the same terms as the Debentures, in an aggregate principal amount of $200,000. In advance of signing the November 2025 Purchase Agreement, in September 2025, the Company received $400,000 from certain November 2025 Investors.

On December 2, 2025, the Company entered into a securities purchase agreement (the “First December 2025 Purchase Agreement”) with each of the purchasers signatory thereto (the “First December 2025 Investors”), pursuant to which, the Company agreed to sell to the First December 2025 Investors in a private placement, debentures in an aggregate principal amount of $200,000, due February 2, 2026 (the “First December 2025 Debentures”).

On December 30, 2025, the Company entered into a securities purchase agreement (the “Second December 2025 Purchase Agreement”) with each of the purchasers signatory thereto (the “Second December 2025 Investors”), pursuant to which, the Company agreed to sell to the Second December 2025 Investors in a private placement, debentures in an aggregate principal amount of $250,000 due February 28, 2026 (the “Second December 2025 Debentures”). Each of the debentures issued during the year ended December 31, 2025, were extended to March 31, 2026, and subsequently to June 30, 2026.

On February 26, 2026, the Company entered into a securities purchase agreement (the “February 2026 Purchase Agreement” and, together with the Initial Purchase Agreements, the November 2025 Purchase Agreement, the First December 2025 Purchase Agreement and the Second December 2025 Purchase Agreement the “Purchase Agreements”) with each of the purchasers signatory thereto (the “February 2026 Investors”), pursuant to which, the Company agreed to sell to the February 2026 Investors in a private placement, debentures in an aggregate principal amount of $200,000 due April 27, 2026 (the “February 2026 Debentures” and, together with the Initial Debentures, the November 2025 Debentures, the First December 2025 Debentures and the Second December 2025 Debentures, the “Debentures”). The maturity date of each of the Debentures was extended to June 30, 2026.

On April 28, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement” and, together with the Initial Purchase Agreements, the November 2025 Purchase Agreement, the First December 2025 Purchase Agreement, the Second December 2025 Purchase Agreement and February 2026 Purchase Agreement, the “Purchase Agreements”) with each of the purchasers signatory thereto (the “April 2026 Investors”), pursuant to which, the Company agreed to sell to the April 2026 Investors in a private placement, debentures in an aggregate principal amount of $275,000 due June 28, 2026.

Pursuant to each 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”) equal to: (i) in the event the applicable 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 each of the applicable 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 “Bridge Warrants”) equal to: (i) in the event that the applicable 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 applicable Debentures are not outstanding as of the Public Offering Closing Date, 100% of the Warrant Subscription Amount.

Cash Flows

	Nine months ended September 30,
	Three months ended March 31,
	2025			2023
	2026			2025
Cash used in
Cash provided by (used in)
Operating activities	$	(1404,~~409,082~~268	)	$	(2499,~~178,725~~593	)
Investing activities		-			~~(25,849~~-	)
Financing activities		1200,~~100,~~000			-300,000
Net decrease in cash and cash equivalents	$	(309,082	)	$	(2,204,574	)
Effect of exchange rate changes on cash and cash equivalents		(470	)		-
Net decrease in cash and cash equivalents	$	(204,738	)	$	(199,593	)

~~Nine~~Three months ended ~~September~~March 3031, ~~2025~~2026 Compared to ~~Nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March, 3031, ~~2024~~2025

Operating activities

Net cash used in operating activities was $~~309~~404,~~082~~268 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 as compared to $2499,~~204,574~~593 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~ 2025. The amount for the ~~nine~~three months ended ~~September~~March 3031, 2026 ~~2025,~~ primarily consisted of a net loss of $1638,~~988,989,~~666 partially offset by non-cash charges of $~~222~~139,~~818~~557 (including: ~~stock-based compensation expense of $39,170,~~ depreciation of $31,~~705~~314, debt discount amortization of $~~174~~161,~~408~~425, ~~and~~ ~~$5,535 loss from the~~ change in fair value of a derivative of $(17,700), and aforeign ~~net~~exchange differences of $5,482), and an increase ~~from~~in working capital excluding cash of $~~357~~94,~~089~~841. The amount for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025 primarily consisted of a net loss of $4576,~~642,188~~123 partially offset by non-cash charges of $124,~~857,526~~428 (including: depreciation of $21,~~800~~235 and share-based compensation expense of $123,~~854,726~~193), and an increase in working capital excluding cash of $~~605~~52,~~937~~102.

Investing Activities

During the ~~nine~~three months ended ~~September~~ ~~30,~~March ~~2025~~31, 2026, net cash provided by investing activities was $0. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash ~~used in~~provided by investing activities was $~~25,849 relating to the purchase of fixed assets~~0.

Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, net cash provided by financing activities was $1200,~~100,~~000. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash ~~provided~~ provided by financing activities was $0300,000.

Effects of Inflation

Management does not believe that inflation has had a material impact on the Company’s business, sales, or operating results during the periods presented.

Off-Balance Sheet Arrangements

The Company ~~currently~~has ~~does~~ not ~~have~~entered into any off-balance sheet ~~arrangements~~financial guarantees or ~~financing~~other ~~activities~~off-balance ~~with~~sheet ~~special~~commitments to guarantee the payment obligations of any third parties. The Company has not entered into any derivative contracts that are indexed to the Company’s shares and classified as stockholder’s equity or that are not reflected in the Company’s financial statements included in this Quarterly Report on Form 10-~~purpose~~Q. ~~entities~~Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Critical Accounting Policies and Use of Estimates

The SEC defined a company’s critical accounting policies as the ones that are most important to the portrayal of our financial condition and results of operations and which require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results.

Research and Development

We expense all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, consulting fees, as well as proprietary products and technology.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could vary from those estimates. Management utilizes various other estimates, including but not limited to accrued ~~expenses~~royalties, estimated lives of long-lived assets, the valuation of stock-based compensation, ~~the~~ ~~fair value of derivative liabilities and~~ the valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Derivative Instruments

Recent Accounting Pronouncements

The Company has reviewed the recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), including its Emerging Issues Task Force, the American Institute of ~~Certified~~ Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact on the Company’s ~~current~~ current or anticipated consolidated financial statement presentation or disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. ASU 2024-0303is is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures. The adoption of this pronouncement is not expected to have a material impact on the Company’s condensed consolidated financial statements.

21In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2221

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not a party to any material litigation nor are we aware of any such threatened or pending litigation.

There are no proceedings in which any of our directors, officers, affiliates or any registered or beneficial stockholders is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

The following description of risk factors includes any material changes to, and supersedes the description of, the risk factors addressed below associated with our business, financial condition and results of operations previously disclosed in “~~Part I –~~ Item 1A. Risk Factors” of our Annual Report for the year ended December 31, ~~2024~~2025 on Form 10-K, as filed with the SEC on February 1927, ~~2025 and in “Part II – Item 1A~~2026. ~~Risk Factors” of our Quarterly Report for the quarter ended June 30, 2025, as filed wit the SEC on August 14, 2025.~~ Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.

The following discussion of risk factors contains forward-looking statements. This risk factor may be important to understanding other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

The Company’s financial statements have been prepared on a going concern basis and do not include adjustments that might be necessary if the Company is unable to continue as a going concern. Management has substantial doubt about the Company’s ability to continue as a going concern.

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company’s cash used in operations was $1404,~~409,082~~268 leaving a cash balance of $~~240~~23,~~362~~802 as of ~~September~~March 3031, ~~2025~~2026. Because the Company does not have ~~sufficient~~ sufficient resources to fund our operations for the next twelve months from the date of this filing, management has substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company will need to raise additional capital to finance its losses and negative cash flows from operations and may continue to be dependent on additional capital raising as long as its products do not reach commercial profitability. There are no assurances that the Company would be able to raise additional capital on terms favorable to it. If the Company is unsuccessful in commercializing its products and raising capital, it will need to reduce activities, curtail, or cease operations.

2322

We conduct our operations in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations.

Because our wholly-owned subsidiary is incorporated under the laws of the State of Israel, all of our operations are conducted in Israel and all of our employees and management personnel are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population, industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. The Israeli military has since conducted additional operations against Iranian assets. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, the situation remains volatile. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Additionally, Yemeni rebel group, the Houthis, launched series of attacks on global shipping routes in the Red Sea, causing disruptions of supply chain. Such clashes may escalate in the future into a greater regional conflict.

Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners, could adversely affect our operations and results of operations and could make it more difficult for us to raise capital. Parties with whom we may do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. The conflict situation in Israel could cause situations where medical product certifying or auditing bodies could not be able to visit manufacturing facilities of our subcontractors in Israel in order to review our certifications or clearances, thus possibly leading to temporary suspensions or even cancellations of our product clearances or certifications. The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

There have been travel advisories imposed as related to travel to Israel, and restrictions on travel or delays and disruptions as related to imports and exports may be imposed in the future. An inability to receive supplies and materials, shortages of materials or difficulties in procuring our materials, among others, may adversely impact our ability to commercialize and manufacture our product candidates and products in a timely manner. This could cause a number of delays and/or issues for our operations, including delay of the review of our product candidates by regulatory agencies, which in turn would have a material adverse impact on our ability to commercialize our product candidates.

The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. Several employees of our vendors are subject to military service in the IDF and have been or may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supplies, and hamper our ability to raise additional funds or sell our securities, among others.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

There were no unregistered sales of the Company’s equity securities during the three months ended ~~September 30~~March 31, ~~2025~~2026, other than those previously reported in a Current Report on Form 8-K., other than as set forth below:

On January 5, 2026, the Company entered into a service contract with the American Academy of Facial Esthetics LLC (“AAFE”) for the provision of marketing and promotional services. As consideration for such services, the Company issued 20,000,000 shares of Common Stock to AAFE, valued at $200,000 (based on a price of $0.01 per share). The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering. AAFE represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and that the shares were being acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On ~~November~~April 1214, ~~2025~~2026, the board ~~Company~~of ~~entered~~directors ~~into the November 2025 Purchase Agreement with each~~ of the ~~November~~Company ~~2025~~appointed ~~Investors,~~Ran ~~pursuant~~Israeli to ~~which,~~ the ~~Company~~position ~~agreed to~~of ~~sell~~Chief toFinancial ~~the November 2025 Investors in a private placement (the “November 2025 Private Placement”)~~Officer, ~~debentures~~principal inaccounting anofficer ~~aggregate~~ and principal financial ~~amount of $600~~officer,~~000~~ ~~due~~effective ~~January~~May 111, 2026. ~~Pursuant~~Mr. toIsraeli, ~~the~~age ~~November 2025 Purchase Agreement~~55, ~~the~~has ~~November~~over ~~2025~~25 ~~Investors~~years ~~have the~~of ~~right~~senior tofinancial ~~purchase~~leadership ~~additional debentures~~experience, ~~which~~having ~~are~~served as ~~subject~~Deputy toChief ~~the~~Executive ~~same~~Officer ~~terms~~and asChief ~~the~~Financial ~~November~~Officer ~~2025~~of ~~Debentures,~~public inand anprivate ~~aggregate~~companies ~~principal amount~~operating ofacross ~~$200~~Israel,~~000.~~ InEurope, ~~addition~~China, and ~~pursuant to~~ the ~~November~~United ~~2025~~States. ~~Purchase~~Most ~~Agreement~~recently, ~~the~~from ~~Company~~2022 ~~agreed~~until ~~to issue (A) subject to the consummation of the Public Offering~~present, ~~Purchase~~Mr. ~~Warrants~~Israeli tohas ~~purchase~~served ~~shares~~as ofDeputy ~~Common~~Chief ~~Stock~~Executive ~~equal~~Officer ~~to:~~and ~~(i)~~Chief ~~in the event the November 2025 are outstanding~~Financial asOfficer of ~~the~~Kardan ~~date~~NV, ofa ~~the~~Netherlands-registered ~~Public~~public ~~Offering~~company ~~Closing~~traded ~~Date,~~on ~~150% of~~ the ~~November~~Tel ~~2025~~Aviv ~~Debenture~~Stock ~~Shares~~Exchange ~~issued, if any; or~~ (ii"TASE"), inwhere ~~the~~he ~~event that~~directed ~~the~~a ~~November~~global ~~2025~~asset ~~Debentures~~portfolio ~~are~~valued ~~not~~at ~~outstanding~~approximately asNIS of1 ~~the~~billion ~~Public~~and ~~Offering~~successfully ~~Closing~~completed ~~Date,~~two ~~100%~~debt ofrestructuring ~~the~~cycles ~~Debenture~~totaling ~~Shares~~NIS ~~that~~1.5 billion ~~would~~with ~~have been~~Israeli ~~issued,~~institutional ifentities. ~~any~~Previously, asfrom if2018 ~~such~~until ~~November~~2021, ~~2025~~he ~~Debentures~~served ~~were outstanding~~ as ofDeputy ~~the~~Chief ~~Public~~Executive ~~Offering~~Officer ~~Closing Date,~~ and ~~(B)~~Chief ~~subject to the~~Financial ~~completion~~Officer, ofand asubsequently ~~Public~~as ~~Offering~~Chief byExecutive ~~the~~Officer, ~~Company~~ of ~~warrants~~Arena ~~to purchase shares of Common Stock~~Group, ~~Additional~~a ~~Warrants~~TASE-listed toreal ~~purchase~~estate ~~shares of~~company ~~Common~~with ~~Stock~~Swiss-German ~~equal to: (i) in the event that the November 2025 Debentures are outstanding as of the Public Offering Closing Date~~ownership, ~~150%~~where ofhe ~~the~~managed ~~number~~a ofNIS ~~shares~~1 ofbillion ~~Common~~asset ~~Stock~~base ~~underlying~~and ~~the~~led ~~warrants issued in~~ the ~~Public~~company ~~Offering~~through ~~that~~multiple ~~the~~operational ~~November~~and ~~2025~~financial ~~Investors~~crises. ~~would~~Mr. ~~have been~~Israeli ~~entitled~~holds toan ~~receive had the November 2025 Investors participated in the Public Offering in the amount equal to the November 2025~~MBA ~~Investors’~~with ~~subscription~~a ~~amount~~Finance ~~under~~specialty ~~the~~from ~~November 2025 Purchase Agreement; or (ii) in~~ the ~~event~~Hebrew ~~that~~University ~~the November 2025 Debentures are not outstanding as~~ of ~~the Public Offering Closing Date~~Jerusalem, ~~100%~~holds ofan ~~the~~Investment ~~Warrant~~Management ~~Subscription~~License ~~Amount.~~from ~~The transactions contemplated by~~ the ~~November~~Israel ~~2025~~Securities ~~Purchase Agreement were consummated on November 12~~Authority, and ~~for~~has ancompleted ~~aggregate~~advanced ~~purchase~~directors ~~price~~training ofat ~~$600,000 (~~the ~~“Closing Date”)~~Hebrew University.

~~The~~Mr. ~~November~~Israeli ~~2025~~will ~~Purchase~~be provided ~~Agreement~~a ~~contains~~monthly ~~customary~~fee ~~representations,~~equal ~~warranties~~to ~~and~~$5,000, ~~covenants~~plus byValue ~~the~~Added ~~Company~~Tax ~~and~~(VAT) ~~customary~~as ~~indemnification~~applicable ~~obligations of the Company, including for liabilities~~ under ~~the~~Israeli ~~Securities Act. The representations~~law, ~~warranties and covenants contained in the November 2025 Purchase Agreement were made only~~ for ~~purposes~~his ofservice ~~the November 2025 Purchase Agreement and~~ as ofChief ~~specific~~Financial ~~dates~~Officer, ~~were solely for the benefit~~ ofprincipal ~~the~~accounting ~~parties~~officer ~~to the November 2025 Purchase Agreement~~ and ~~were~~principal ~~subject~~financial ~~to limitations agreed upon by the parties~~officer.

~~The~~There ~~November 2025 Private Placement~~ is ~~exempt~~no ~~from~~arrangement ~~the~~or understanding ~~registration~~between ~~requirements~~Mr. ofIsraeli ~~the~~and ~~Securities~~any ~~Act~~other person pursuant to ~~the~~which ~~exemption~~he ~~for~~was ~~transactions~~appointed byas anChief ~~issuer~~Financial ~~not involving~~Officer, ~~any~~principal ~~public~~accounting officer ~~offering~~and ~~under~~principal ~~Section~~financial ~~4(a)(2)~~officer. ofThere ~~the~~are ~~Securities~~no ~~Act~~family ~~and~~relationships ~~Rule~~between ~~506~~Mr. ofIsraeli ~~Regulation~~and Dany of the ~~Securities~~Company’s ~~Act and in reliance~~directors, onexecutive ~~similar~~officers ~~exemptions~~or ~~under~~persons ~~applicable~~nominated ~~state~~or ~~laws.~~chosen ~~Each~~by of the ~~November~~Company ~~2025 Investors has represented~~ to ~~the~~become ~~Company~~a ~~that~~director itor isexecutive anofficer ~~accredited investor within the meaning~~ of ~~Rule 501(a) of Regulation D and that it is acquiring~~ the ~~applicable~~Company. ~~securities~~There ~~for~~are ~~investment only and~~no ~~not~~transactions ~~with~~between aMr. ~~view~~Israeli ~~towards,~~and ~~or for resale in connection with,~~ the ~~public~~Company ~~sale~~that orwould ~~distribution~~be ~~thereof.~~required ~~The~~to ~~November~~be ~~2025~~reported ~~Debentures~~under ~~and~~Item ~~related Warrants~~404(a) ~~were~~of ~~offered~~Regulation ~~without~~S-K ~~any~~of ~~general solicitation by~~ the ~~Company or its representatives~~Exchange Act.

Debentures

The November 2025 Debentures bear an interest rate of 0% per annum and have a maturity date of January 11, 2026 (the “November 2025 Maturity Date”), which may be extended by the holder for subsequent periods of 60 days upon prior written notice to the Company. The November 2025 Debentures also set forth certain customary events of default after which the November 2025 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 November 2025 Debentures, at any time prior to the November 2025 Maturity Date, the Company may elect to prepay all or a portion of the-then outstanding principal amount of the November 2025 Debentures.

In the event that prior to the November 2025 Maturity Date the Company consummates a Public Offering, the then-outstanding principal amount of the November 2025 Debentures automatically converts into shares of the Company’s Common Stock 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 November 2025 Debenture is prohibited from converting the November 2025 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 the Company’s Common Stock then issued and outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the November 2025 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.

Item 6. Exhibits

Exhibit No.		Description
4.1*		Form of Debenture.
4.2		Form of Warrant.
10.1*		Securities Purchase Agreement, dated November 12, 2025, by and among the Company and the investors signatory thereto.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 INS*		Inline XBRL Instance Document
101 SCH*		Inline XBRL Taxonomy Extension Schema Document
101 CAL*		Inline XBRL Taxonomy Calculation Linkbase Document
101 DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101 LAB*		Inline XBRL Taxonomy Labels Linkbase Document
101 PRE*		Inline XBRL Taxonomy Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith. ** Furnished herewith.

27** Furnished herewith.

+	Management contract or compensatory plan or arrangement.

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, thereunto duly authorized.

	DROR ORTHO-DESIGN, INC.
Date: November 18, 2025	By:	/s/ Eliyahu (Lee) Haddad
Date: May 13, 2026	By:	/s/ Eliyahu (Lee) Haddad
	Name:	Eliyahu (Lee) Haddad
	Title:	Chief Executive Officer ~~and Principal Financial and Accounting Officer~~

Date: May 13, 2026	By:	/s/ Ran Israeli
	Name:	Ran Israeli
	Title:	Chief Financial Officer (Principal Accounting Officer and Principal financial Officer)

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Filing Compare · Dror Ortho-Design, Inc.