Dror Ortho-Design (DROR) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	Dror Ortho-Design, Inc.
Entity Central Index Key	0001282980
Entity File Number	000-51783
Entity Tax Identification Number	85-0461778
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	Shatner Street 3
Entity Address, City or Town	Jerusalem
Entity Address, Country	IL
Entity Address, Postal Zip Code	N/A
Entity Phone Fax Numbers [Line Items]
City Area Code	+972
Local Phone Number	(0)74-700-6700
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		495,454,546

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 2,550,042	$ 3,347,843
Other receivables and prepaid expenses	105,356	114,100
Total Current Assets	2,655,398	3,461,943
Noncurrent Assets:
Property and equipment at cost, net of accumulated depreciation	18,609	2,328
Total Assets	2,674,007	3,464,271
Current Liabilities:
Accounts payable	6,185	106,833
Accrued expenses and other payables (related parties – $7,989 and $4,841, respectively)	271,998	190,271
Total Current Liabilities	278,183	297,104
Noncurrent Liabilities:
Accrued severance	5,166	5,243
Total Liabilities	283,349	302,347
Commitments and Contingencies (Note 3)
Preferred A Stock, $0.0001 par value, 12,500,000 shares authorized; 10,463,363 shares outstanding at March 31, 2024 and December 31, 2023, respectively	1,047	1,047
Common stock, $0.0001 par value; 3,254,475,740 and 500,000,000 shares authorized; 495,454,546 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	49,545	49,545
Additional paid-in capital	17,379,234	16,842,037
Accumulated deficit	(15,039,168)	(13,730,705)
Total Stockholders’ Equity	2,390,658	3,161,924
Total Liabilities and Stockholders’ Equity	$ 2,674,007	$ 3,464,271

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Other payables (related parties) (in Dollars)	$ 7,989	$ 4,841
Preferred A Stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred A Stock, shares authorized	12,500,000	12,500,000
Preferred A Stock, shares outstanding	10,463,363	10,463,363
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,254,475,740	500,000,000
Common stock, shares issued	495,454,546	495,454,546
Common stock, shares outstanding	495,454,546	495,454,546

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Operating Expenses
Research and development		$ 373,657	$ 298,772
General and administrative expenses (related parties – $60,508 and $2,969, respectively)		385,564	165,097
Share-based compensation		537,197	5,032
Total Operating Expenses		1,296,418	468,901
Loss from operations		(1,296,418)	(468,901)
Financial income (expenses), net		(12,045)	3,297
Total other income		(12,045)	3,297
Loss before provision for income taxes		(1,308,463)	(465,604)
Provision for income taxes
Net loss		$ (1,308,463)	$ (465,604)
Net loss per common share
Basic (in Dollars per share)		$ 0	$ 0
Weighted-average common shares outstanding
Basic (in Shares)	[1]	495,454,546	272,258,640
[1]The number of Common and Series A Preferred Stock outstanding were retroactively adjusted as a result of a reverse merger. See Note 1 and Note 5.

Condensed Statements of Opera_2

Condensed Statements of Operations (Parentheticals) - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Diluted		$ 0	$ 0
Diluted	[1]	495,454,546	272,258,640
Related Party
Related parties		$ 60,508	$ 2,969
[1]The number of Common and Series A Preferred Stock outstanding were retroactively adjusted as a result of a reverse merger. See Note 1 and Note 5.

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)		Preferred Stock Series A		Common Stock		Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 758		$ 43,774			$ 10,714,366	$ (10,162,822)	$ 596,076
Balance (in Shares) at Dec. 31, 2022		7,576,999	[1]	437,735,093	[1]
Return of founders shares to the Company as part of claim settlement				$ (33,096)		$ 33,096
Return of founders shares to the Company as part of claim settlement (in Shares)			[1]	(330,952,906)	[1]	330,952,906
Stock-based compensation							5,032		5,032
Stock-based compensation (in Shares)	[1]
Net loss								(465,604)	(465,604)
Private Placement Investment, net of issuance costs (in Shares)	[1]
Balance at Mar. 31, 2023		$ 758		$ 10,678		$ 33,096	10,719,398	(10,628,426)	135,504
Balance (in Shares) at Mar. 31, 2023		7,576,999	[1]	106,782,187	[1]	330,952,906
Balance at Dec. 31, 2023		$ 1,047		$ 49,545			16,842,037	(13,730,705)	3,161,924
Balance (in Shares) at Dec. 31, 2023		10,463,363	[1]	495,454,546	[1]
Stock-based compensation							537,197		537,197
Stock-based compensation (in Shares)	[1]
Net loss								(1,308,463)	(1,308,463)
Private Placement Investment, net of issuance costs (in Shares)	[1]
Balance at Mar. 31, 2024		$ 1,047		$ 49,545			$ 17,379,234	$ (15,039,168)	$ 2,390,658
Balance (in Shares) at Mar. 31, 2024		10,463,363	[1]	495,454,546	[1]
[1]The number of Common and Series A Preferred Stock outstanding were retroactively adjusted as a result of a reverse merger. See Note 1 and Note 5.

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,308,463)	$ (465,604)
Stock-based compensation expense	537,197	5,032
Depreciation	466	167
Changes in operating assets and liabilities:
Receivables and prepaid expenses	8,744	(48,797)
Accounts payable	(100,648)	(27,035)
Accrued expenses and other payables	81,727	(17,040)
Founders claim accrual		(240,000)
Accrued severance	(77)	(118)
Net cash used in operating activities	(781,054)	(793,395)
Cash flows from investing activities:
Purchase of property and equipment	(16,747)
Net cash used in by investing activities	(16,747)
Net decrease in cash	(797,801)	(793,395)
Cash, beginning of period	3,347,843	1,039,059
Cash, end of period	2,550,042	245,664
Supplemental cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash activities:
Return of founders shares to the Company as part of claim settlement		$ 33,096

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Organization and Basis of Presentation [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	Note 1 – Organization and Basis of Presentation Organization Dror Ortho-Design, Inc, a Delaware corporation (“the Company”), was incorporated as Novint 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 August 14, 2023, following the Share Exchange (as defined below), the Company changed its name from “Novint Technologies, Inc.” to “Dror Ortho-Design, Inc.” Following the Share Exchange (as defined below), 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.” Reverse Recapitalization On July 5, 2023, Private Dror entered into a share exchange agreement with the Company and on August 14, 2023, the share exchange was consummated (the “Share Exchange”). As a result of the Share Exchange, the shareholders of Private Dror exchanged all 235,089 of their outstanding shares of common stock, for 106,782,187 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), and 7,576,999 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). Pursuant to the terms of the Share Exchange, the Company raised $5,225,000 as part of a private placement funding and the private placement investors received 186,363,631 shares of Common Stock and 2,886,364 shares of Series A Preferred Stock. As a result, Private Dror became a wholly-owned subsidiary of the Company and the Private Dror shareholders held 56.1% of the Company’s Common Stock equivalents based on the common and preferred shares received in the Share Exchange. The Share Exchange was accounted for as a recapitalization, with Private Dror deemed to be the accounting acquirer and the Company the accounting acquiree. Accordingly, Private Dror’s historical financial statements for periods prior to the consummation of the Share Exchange have become those of the registrant. Assets and liabilities and the historical operations reported for periods prior to the Share Exchange are those of Private Dror other than equity items. All references to Common Stock, Series A Preferred Stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Pursuant to the Share Exchange, the Company issued shares of its Common Stock and Series A Preferred Stock to Private Dror’s stockholders, at an exchange ratio of 3,677.27 shares of the Company’s Common Stock. As of August 14, 2023 the fair value of the net liabilities of the Company was $793,497, which was recorded as Additional Paid-In Capital as part of the Share Exchange. Going Concern and Management’s Plans The financial statements are presented on a going concern basis. The Company has not yet generated any revenues, has suffered recurring losses from operations with an accumulated deficit of $15,039,168 as of March 31, 2024, and is dependent upon external sources for financing its operations. 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. The Company is exploring additional fundraising opportunities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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, 2023 included within the Company’s Current Report on Form 10-K, as amended, originally filed with the SEC on April 1, 2024. As the Company completed a reverse recapitalization on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror. From August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary. 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 three months ended March 31, 2024 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 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 royalties, accrued expenses, 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 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 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 3.681 and 3.627 as of March 31, 2024 and December 31, 2023, 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 States may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of March 31, 2024 and December 31, 2023, the Company had $0 and $145,168, respectively, in excess of the FDIC insurance limit. As of March 31, 2024 and December 31, 2023, the Company had $2,291,150 and $2,935,078, respectively, in Israeli financial institutions, which is uninsured. The Company has not experienced any losses in such accounts with these financial institutions. Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes, but is not limited to, expenditures in connection with in-house research and development as well as proprietary products and technology, and includes salaries and related costs, consulting fees, and professional services. Basic and Diluted Net Loss Per Common Share 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 ordinary share is computed by dividing the loss for the period applicable to common shareholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares 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 months ended March 31, 2024 and 2023, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share 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, 2024 and 2023, shares issuable which could potentially dilute future earnings were as follows: March 31, 2024 2023 Series A Preferred Stock 1,046,336,299 757,699,900 Warrants 964,834,419 510,794,865 Stock Options 163,142,084 163,142,084 Shares excluded from the calculation of diluted loss per share 2,174,312,802 1,431,636,849 Reclassification General and administrative expenses totaling $58,380 and $5,032 for the three months ended March 31, 2023 were reclassified to research and development and share-based compensation, respectively, to conform with current period presentation. The reclassifications had no effect on the net loss for the three months ended March 31, 2023. Recently Issued Accounting Pronouncements 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. 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.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES The Company partially financed their research and development expenditures under grant programs sponsored by the Israel Innovation Authority (“IIA”) of the Ministry of Economy and Industry (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, the Company agreed 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 rate will be adjusted to SOFR (Secured Over 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 is increased in the event of production outside of Israel. The current contingent royalty obligation as of March 31, 2024 and December 31, 2023 is approximately $1.14 million and $1.12 million, respectively. 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 In October 2023, Israel was attacked by a terrorist organization and entered a state of war. As of the date of these consolidated financial statements, the war in Israel is ongoing and continues to evolve. The Company’s research and development activities are located in Israel. Currently, such activities in Israel remain largely unaffected. During the three months ended March 31, 2024, the impact of this war on the Company’s results of operations and financial condition was immaterial. Management will continue to monitor the effect of the war on the Company’s financial position and results of operations.

Founders Claim Accrual

Founders Claim Accrual	3 Months Ended
	Mar. 31, 2024
Founders Claim Accrual [Abstract]
FOUNDERS CLAIM ACCRUAL	NOTE 4 – FOUNDERS CLAIM ACCRUAL The Company recorded a provision in respect of a claim made against Private Dror by its founders. The claim related to amounts claimed as a repayment of loan balances and other amounts including salary and benefit related balances. In January 2023, Private Dror signed an agreement with the founders, settling all-outstanding claims at $240,000 which included amounts representing the repayment of a loan, reimbursement of expenses and an amount for pain and suffering. In addition, the agreement stipulated the transfer back of all shares held by the founders to the Private Dror for no additional consideration. The settlement was paid in the first quarter of 2023. In addition, the agreement stipulated the transfer back of all shares (330,952,906 ordinary shares with par value of NIS 0.0001), held by the founders to the Company.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY All references to Common Stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Common Stock On December 28, 2023, the Company’s stockholders approved the adoption of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Charter”) and an amendment to the Restated Charter to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share from 500,000,000 to 3,254,475,740 (“Authorized Share Increase Amendment”) and to make a corresponding change to the number of authorized shares of capital stock. On January 4, 2024, the Company filed the Restated Charter, with the provisions of the Authorized Share Increase Amendment incorporated therein, with the Secretary of State of Delaware. All issued shares of Common Stock are entitled to vote on a 1 share/1 vote basis. Warrants Prior to the Share Exchange, there were 510,794,865 warrants to purchase Common shares held by Private Dror shareholders. Pursuant to the warrant terms, 20,960,439 warrants expired as a result of the Share Exchange. On August 14, 2023, the Company issued warrants to purchase up to 489,834,426 shares of Common Stock to Private Dror shareholders in exchange for their outstanding warrants and 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 warrants to purchase up to 18,181,817 shares of Common Stock issued to private placement investors in a subsequent closing on September 13, 2023. The warrants expire five years from the initial exercise date and are exercisable at an exercise price of $0.033 per share. The initial exercise date was dependent on the authorization of additional Common shares which occurred on December 28, 2023. 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. 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 warrant, then the holder will have the right to exercise warrant 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 holder of the warrant is 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 a director. As part of the Share Exchange, the outstanding employee stock options are to be exchanged and the Company is required to issue 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. As the Company did not have enough available authorized shares underlying the options to be issued at the time of the merger, the new employee stock options were not issued. In December 2023 the Company authorized additional shares to cover the employee stock options and is working on the legal filings for the establishment of the 2023 Plan. As the agreement stipulates that the new options will continue the vesting schedules of the original options, the Company continues to record the expense over the original vesting period. The Company treated the exchange of the original options for the new options as a modification in accordance with ASC 718. The Company calculated the fair value of the original options prior to the Share Exchange and the fair value of the new options at the time of the Share Exchange. The increase in value due to the modification was $4,261,809 and is to be recorded as additional share-based compensation expense. As one third of the options had fully vested prior to the Share Exchange, the Company recognized one third of the total amount of the increased value, amounting to $1,420,603 at the time of the Share Exchange. The remaining two thirds of the incremental value relating to the unvested options are going to be recorded over the remaining vesting period. Stock-based compensation expense for the three months ended March 31, 2024 and 2023 amounted to $537,197 and $5,032, respectively. Share-based compensation relating to general and administrative expenses amounted to $382,074 and $3,611 for the three months ended March 31, 2024 and 2023, respectively. Share-based compensation relating to research and development expenses amounted to $155,123 and $1,421 for the three months ended March 31, 2024 and 2023, respectively. There were no option grants during the three months ended March 31, 2024 and 2023.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Director Consulting Services On June 1, 2022, the Company entered into a consulting agreement with a director, pursuant to which, in consideration for certain financial and strategic consulting services, the director receives a cash fee of NIS 3,500 each month and was also granted with 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 and shall vest in three tranches on the first, second, and third anniversary of the date of the consulting agreement. The options are subject to accelerated vesting upon an exit event. Effective as of February 7, 2024, the Company amended the agreement which provided that the director’s monthly cash fee in respect of the services provided would be equal to $2,500 and in addition to the monthly fee, expense reimbursement in an amount not to exceed $500. Consulting services paid to the director recorded as general and administrative expenses for the three months ended March 31, 2024 and 2023 was $7,008 and $2,969, respectively. Accrued expense balances in respect of this agreement at March 31, 2024 and 2023 were $2,989 and $4,841, respectively. On February 7, 2024, the Company entered into a consulting agreement with another director, pursuant to which, in consideration for certain services provided as a board member, the director receive a cash fee of $5,000 each month. The consulting agreement is terminable by either party upon 30 days written notice to the other party, and it will terminate automatically once the director has received fees in the aggregate amount of $55,000. Consulting services paid to the director recorded as general and administrative expenses for the three months ended March 31, 2024 and 2023 was $10,000 and $0, respectively. Accrued expense balances in respect of this agreement at March 31, 2024 and 2023 were $5,000 and $0, respectively. Shareholder Consulting Services On August 8, 2023, the Company entered into a consulting agreement with an entity owned by a shareholder pursuant to which, in consideration for certain shareholder, investors relations and general consultancy services, the entity was entitled to receive cash payments equal in the aggregate to $145,000, 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 cash payment will be paid in equal monthly installments of $14,500, commencing on September 15, 2023 and expiring on July 15, 2024. Although the agreement was signed and the services were provided, the Board of Directors did not approve of the warrant issuance until April 17, 2024, as required. The value of those warrants on April 17, 2024 amounted to $36,748 which will be amortized over the remaining service period. Consulting services paid to shareholders recorded as general and administrative expenses for the three months ended March 31, 2024 and 2023 was $43,500 and $0, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS None

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,308,463)	$ (465,604)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	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, 2023 included within the Company’s Current Report on Form 10-K, as amended, originally filed with the SEC on April 1, 2024. As the Company completed a reverse recapitalization on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror. From August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary. 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 three months ended March 31, 2024 may not be indicative of results for the full year.
Use of Estimates and Assumptions	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 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 royalties, accrued expenses, 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	Functional Currency The Company accounts for 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 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 3.681 and 3.627 as of March 31, 2024 and December 31, 2023, respectively.
Cash	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 States may, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of March 31, 2024 and December 31, 2023, the Company had $0 and $145,168, respectively, in excess of the FDIC insurance limit. As of March 31, 2024 and December 31, 2023, the Company had $2,291,150 and $2,935,078, respectively, in Israeli financial institutions, which is uninsured. The Company has not experienced any losses in such accounts with these financial institutions.
Research and Development	Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes, but is not limited to, expenditures in connection with in-house research and development as well as proprietary products and technology, and includes salaries and related costs, consulting fees, and professional services.
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share 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 ordinary share is computed by dividing the loss for the period applicable to common shareholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares 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 months ended March 31, 2024 and 2023, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share 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, 2024 and 2023, shares issuable which could potentially dilute future earnings were as follows: March 31, 2024 2023 Series A Preferred Stock 1,046,336,299 757,699,900 Warrants 964,834,419 510,794,865 Stock Options 163,142,084 163,142,084 Shares excluded from the calculation of diluted loss per share 2,174,312,802 1,431,636,849
Reclassification	Reclassification General and administrative expenses totaling $58,380 and $5,032 for the three months ended March 31, 2023 were reclassified to research and development and share-based compensation, respectively, to conform with current period presentation. The reclassifications had no effect on the net loss for the three months ended March 31, 2023.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements 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. 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Share Issuable Could Potentially Dilute Future Earnings	As of March 31, 2024 and 2023, shares issuable which could potentially dilute future earnings were as follows: March 31, 2024 2023 Series A Preferred Stock 1,046,336,299 757,699,900 Warrants 964,834,419 510,794,865 Stock Options 163,142,084 163,142,084 Shares excluded from the calculation of diluted loss per share 2,174,312,802 1,431,636,849

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details)		3 Months Ended
	Jul. 05, 2023 $ / shares shares	Mar. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 $ / shares	Dec. 28, 2023 $ / shares	Aug. 14, 2023 USD ($)
Organization and Basis of Presentation [Line Items]
Conversion of stock, shares issued	106,782,187
Common stock, par value (in Dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Preferred stock, par value (in Dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Novint Technologies, Inc. [Member]
Organization and Basis of Presentation [Line Items]
Net liabilities (in Dollars) | $					$ 793,497
Private Dror [Member]
Organization and Basis of Presentation [Line Items]
Conversion of stock, shares converted	235,089
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Private Dror [Member] | Novint Technologies, Inc. [Member]
Organization and Basis of Presentation [Line Items]
Ownership percentage	56.10%
Series A Preferred Stock [Member]
Organization and Basis of Presentation [Line Items]
Conversion of stock, shares converted	2,886,364
Conversion of stock, shares issued	7,576,999
Series A Preferred Stock [Member] | Private Dror [Member]
Organization and Basis of Presentation [Line Items]
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common Stock [Member]
Organization and Basis of Presentation [Line Items]
Conversion of stock, shares issued	186,363,631
Common stock, par value (in Dollars per share) | $ / shares				$ 0.0001
Conversion of stock exchange ratio		3,677.27
Additional Paid-in Capital [Member]
Organization and Basis of Presentation [Line Items]
Net liabilities (in Dollars) | $		$ 15,039,168
Private Placement [Member]
Organization and Basis of Presentation [Line Items]
Conversion of stock, shares issued	5,225,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 31, 2024 ₪ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2023 ₪ / shares
Summary of Significant Accounting Policies [Line Items]
Cash uninsured amount	$ 0			$ 145,168
Number of shares of investment (in Shares) | shares	100
General and administrative expenses	$ 385,564	$ 165,097
Israel, New Shekels [Member]
Summary of Significant Accounting Policies [Line Items]
Currency exchange rate (in New Shekels per share) | ₪ / shares			₪ 3.681		₪ 3.627
ISRAEL [Member]
Summary of Significant Accounting Policies [Line Items]
Cash uninsured amount	$ 2,291,150			$ 2,935,078
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
General and administrative expenses		58,380
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
General and administrative expenses		$ 5,032

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Share Issuable Could Potentially Dilute Future Earnings - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Share Issuable Could Potentially Dilute Future Earnings [Line Items]
Warrants	964,834,419	510,794,865
Stock Options	163,142,084	163,142,084
Shares excluded from the calculation of diluted loss per share	2,174,312,802	1,431,636,849
Series A Preferred Stock [Member]
Schedule of Share Issuable Could Potentially Dilute Future Earnings [Line Items]
Series A Preferred Stock	1,046,336,299	757,699,900

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Percentage of royalty payment	3%
Maximum percentage of grants provided for royalty payment	100%
Contingent royalty obligation	$ 1,140	$ 1,120

Founders Claim Accrual (Details

Founders Claim Accrual (Details)	3 Months Ended
	Mar. 31, 2024 ₪ / shares shares	Jan. 31, 2023 USD ($)
Founders Claim Accrual [Line Items]
Founders claim accrual | $		$ 240,000
Price per shares | ₪ / shares	₪ 0.0001
Common Stock [Member]
Founders Claim Accrual [Line Items]
Ordinary shares | shares	330,952,906

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 28, 2023	Aug. 14, 2023
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock, shares authorized (in Shares)	3,254,475,740		500,000,000
Common stock, voting rights	Common Stock are entitled to vote on a 1 share/1 vote basis
Warrants expired (in Shares)	20,960,439
Number of warrants issued (in Shares)					18,181,817
Warrants term					5 years
Warrants exercise price (in Dollars per share)					$ 0.033
Exercise price of the warrants	300%
Exceeds price	$ 500,000
Warrant redeemed (in Dollars per share)	$ 0.001
Share-based compensation expense	$ 537,197	$ 5,032
General and administrative expenses	382,074	3,611
Research and development expenses	$ 155,123	$ 1,421
Warrant [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Warrants to purchase common shares (in Shares)	510,794,865
Private Dror Shareholders [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Number of warrants issued (in Shares)					489,834,426
Common Stock [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0001
Common Stock [Member] | Minimum [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Common stock, shares authorized (in Shares)				500,000,000
Common Stock [Member] | Maximum [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Common stock, shares authorized (in Shares)				3,254,475,740
Equity Incentive Plan [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Options outstanding (in Shares)	163,142,084
Share-based compensation expense	$ 4,261,809
Share exchange	$ 1,420,603
Private Placement [Member] | Warrant [Member]
Distribution of Assets, Liabilities and Stockholders' Equity [Line Items]
Number of warrants issued (in Shares)					456,818,176

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					3 Months Ended
	Feb. 07, 2024	Sep. 15, 2023	Aug. 08, 2023	Jun. 01, 2022	Mar. 31, 2024	Mar. 31, 2023	Apr. 17, 2024
Related Party Transactions (Details) [Line Items]
Consideration Amount				$ 3,500
Granted with options to purchase (in Shares)				2,610
Exchanged for options to purchase of common stock (in Shares)				9,597,675
Cash fee	$ 5,000
General and administrative expenses					$ 385,564	$ 165,097
Accrued expense					5,000	0
Received fees in the aggregate amount	55,000
Aggregate amount of warrants			$ 145,000
Aggregate shares of common stock (in Shares)			10,454,500
Exercise price per share (in Dollars per share)			$ 0.033
Cash payment		$ 14,500
Expiring date			Jul. 15, 2024
Director Consulting Services [Member]
Related Party Transactions (Details) [Line Items]
Cash fee	2,500
Reimbursement amount	$ 500
General and administrative expenses					7,008	2,969
Accrued expense					2,989	4,841
Shareholder Consulting Services [Member]
Related Party Transactions (Details) [Line Items]
General and administrative expenses					43,500	0
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Warrants value							$ 36,748
Consulting Agreement [Member]
Related Party Transactions (Details) [Line Items]
General and administrative expenses					$ 10,000	$ 0