Dror Ortho-Design, Inc. filed a Form 8-K on October 29, 2026, disclosing entry into a Securities Purchase Agreement under which the company sold $245,000 in aggregate principal debentures in a private placement, along with conditional warrants tied to a future public offering.

Key Highlights

  • Aggregate principal amount: Debentures totaling $245,000 were sold, with a maturity date of December 31, 2026.
  • Zero-percent interest: The Debentures bear an interest rate of 0% per annum, according to the filing.
  • Conversion feature: If the company consummates a public offering before maturity, the outstanding principal automatically converts into common stock at the public offering's per share price.
  • Conditional warrants: Purchase Warrants and Additional Warrants may be issued at 150% or 100% of applicable share counts depending on whether the Debentures remain outstanding at the public offering closing date.
  • Ownership cap: Holders are prohibited from converting Debentures or exercising Warrants if doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock.
  • Prior Debenture extensions: Holders of prior debentures issued between June 5, 2025 and August 19, 2026, with an aggregate principal of $2,400,000, elected to extend maturity dates to December 31, 2026, with no other terms modified.
  • Private placement exemption: The transaction relied on the exemption under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D; each purchaser represented that it is an accredited investor.

Dror Ortho-Design's October 2026 Private Placement and Debenture Extension Details

According to the filing, Dror Ortho-Design, Inc. (Commission File Number 000-51783), a Delaware corporation headquartered in Jerusalem, Israel, entered into a Securities Purchase Agreement on October 29, 2026, with multiple purchasers. The company agreed to sell Debentures in an aggregate principal amount of $245,000, with a maturity date of December 31, 2026. The filing states that the Debentures bear an interest rate of 0% per annum and that the transactions were consummated on October 29, 2026, for an aggregate purchase price of $245,000. The company disclosed that it has securities registered pursuant to Section 12(b) of the Act: None, and no exchange or trading symbol was listed in the filing's registered-securities table.

The filing discloses that, in connection with a potential future public offering by the company, the Debentures would automatically convert into shares of common stock (par value $0.0001 per share) at a conversion price equal to the per share price in that public offering. Warrants, if issued, would be exercisable immediately upon issuance at that same public offering price and would expire five years from the date of issuance. The filing notes there is no established public trading market for the Warrants and the company does not intend to list them on any national securities exchange or nationally recognized trading system. The maturity date of the Debentures may be extended by the holder for subsequent periods of 60 days upon prior written notice to the company.

The filing also reports that holders of prior debentures, issued between June 5, 2025 and August 19, 2026, in an aggregate principal amount of $2,400,000, delivered written extension notices electing to extend each prior debenture's maturity date to December 31, 2026. The extension notices are effective as of June 30, 2026, October 19, 2026, or October 31, 2026, as applicable. The company stated that "no other terms of the Prior Debentures were modified."

What Was Disclosed

Dror Ortho-Design disclosed a $245,000 private placement of 0% debentures maturing December 31, 2026, with conditional warrants tied to a future public offering, alongside extensions of $2,400,000 in prior debentures to the same maturity date, with no other terms changed.