Dror Ortho-Design, Inc 10-K/A, filed Apr 25, 2024
Dror Ortho-Design, Inc. (DROR)
About this 10-K/A
Dror Ortho-Design, Inc filed this 10-K/A on April 25, 2024, covering the fiscal year ended December 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For
the fiscal year ended
OR
For the transition period from ____ to ____
Commission
File No.
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction | (I.R.S.
Employer |
| (Address of principal executive office) | (Zip Code) |
Registrant’s
telephone number, including area code:
Novint
Technologies, Inc.
100 Merrick Road-Suite 400W, Rockville Center, NY, 11570
(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 | ||
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
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 was required to submit such
files).
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 | ☐ |
| ☒ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2023, based on
the price at which the common equity was last sold of $0.0249 was $
The
number of shares outstanding of the registrant’s Common Stock as of April 24, 2024, was
Documents Incorporated by Reference
None.
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
DROR ORTHO-DESIGN, INC.
TABLE OF CONTENTS
i
Explanatory Note
This Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 of Dror Ortho-Design, Inc. (f/k/a Novint Technologies, Inc.) (“we,” “us,” “Dror,” or the “Company”), as originally filed with the Securities and Exchange Commission on April 1, 2024 (the “Form 10-K”). We are filing this Amendment (1) to amend the cover page to state that the Company’s common stock is registered under Section 12(g) of the Exchange Act of 1934, as amended and (2) to amend Item 5 of the Form 10-K to disclose an additional issuance unregistered securities that was inadvertently omitted from the Form 10-K.
In addition, Item 15 of Part IV has been amended solely to include a new certification by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. The certification of our principal executive officer and principal financial officer is filed with this Amendment as Exhibit 31.1 hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted. Additionally, we are not including the certificate under Section 906 of the Sarbanes–Oxley Act of 2002 as no financial statements are being filed with this Amendment.
Except as otherwise expressly noted herein, this Amendment does not modify or update in any way the Form 10-K, nor does it reflect events occurring after the filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K.
ii
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Recent Sales of Unregistered Securities
During the fiscal year ended December 31, 2023, all sales of equity securities not registered under the Securities Act were included in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K, except for the following:
On August 8, 2023, we entered into a consulting agreement with Oriole Avenue Inc. (“Oriole”) pursuant to which, in consideration for certain shareholder, investors relations and general consultancy services, Oriole was entitled to receive cash payments equal in the aggregate to $145,000, plus any applicable V.A.T., and warrants to purchase up to an aggregate of 10,454,500 shares of the Company’s common stock, with an exercise price of $0.033 per share and substantially the same terms as the Private Placement Warrants (the “Oriole Warrants”). The Oriole Warrants will not be registered under the Securities Act, or the securities laws of any state, and will be issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
1
PART IV
Item 15. Exhibit and Financial Statement Schedules.
The following documents are filed as part of this report:
(1) Financial Statements
No financial statements are filed with this Amendment. These items were included as part of the Form 10-K.
(2) Financial Statement Schedules:
None.
(3) Exhibits:
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
2
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: April 25, 2024 | By: | /s/ Eliyahu (Lee) Haddad |
| Name: | Eliyahu (Lee) Haddad | |
| Title: | Chief Executive Officer | |
| (Principal
Executive Officer and Principal Financial and Accounting Officer) | ||
3
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Eliyahu (Lee) Haddad, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Dror-Ortho Design, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 25, 2024 | |
| /s/ Eliyahu (Lee) Haddad | |
| Eliyahu (Lee) Haddad | |
| Chief Executive Officer | |
| (Principal Executive Officer and | |
| Principal Financial and Accounting Officer) |