Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement on October 29, 2026, to sell unregistered debentures in a private placement. The company agreed to sell debentures with an aggregate principal amount of $245,000, which are due on December 31, 2026. The debentures bear an interest rate of 0% per annum and may be extended by the holder for subsequent periods of 60 days upon prior written notice to the company.
Subject to the consummation of a public offering by the company, the debentures will convert into shares of common stock at a price equal to the per share price of the public offering. The company also agreed to issue warrants to purchase common stock, with the number of shares covered by the warrants depending on whether the debentures are outstanding at the time of the public offering closing. The warrants would be exercisable for shares of common stock immediately upon issuance, at an exercise price equal to the public offering price, and would expire five years from the date of issuance.
The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D to conduct the private placement. The transaction was consummated on October 29, 2026, for an aggregate purchase price of $245,000. Additionally, the company reported that holders of prior debentures issued between June 5, 2025, and August 19, 2026, in an aggregate principal amount of $2,400,000, have delivered notices to extend the maturity date of those debentures to December 31, 2026.
