| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dror Ortho-Design, Inc. [ DROR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $0.011 | 08/14/2023 | A | 691,620.94 | (1) | (2) | Common Stock | 69,162,094 | (3) | 691,620.94 | D | ||||
| Common Warrants | $0.033 | 08/14/2023 | A | 26,141,712 | (4) | (5) | Common Stock | 26,141,712 | (6) | 26,141,712 | D | ||||
| Explanation of Responses: |
| 1. Shares of Series A Convertible Preferred Stock, par value $0.0001 per share and with a stated value of $1.10 per share (the "Preferred Stock") of Dror Ortho-Design, Inc. (formerly Novint Technologies, Inc.) (the "Company") shall be convertible, at any time and from time to time at the option of the Holder thereof, into shares of the company's common stock, par value $0.0001 per share (the "Common Stock") from and after the date the Company has reserved shares of Common Stock on behalf of the holders of the Preferred Stock. |
| 2. The Preferred Stock is perpetual and therefore has no expiration date. |
| 3. Pursuant to a Share Exchange Agreement, dated July 5, 2023 (as amended, the "Share Exchange Agreement"), by and among the Company, Dror Ortho-Design Ltd. ("Private Dror"), and the shareholders of Private Dror, the reporting person transferred 18,808 ordinary shares of Private Dror, representing all ordinary shares of Private Dror held by the reporting person, to the Company in exchange for shares of Preferred Stock (the "Share Exchange"). |
| 4. Warrants will be exercisable from and after the date the Company has reserved shares of Common Stock on behalf of the holders of the warrants (the "Initial Exercise Date"). |
| 5. Warrants expire on the fifth anniversary of the Initial Exercise Date. |
| 6. Pursuant to a Warrant Exchange Agreement, dated August 14, 2023, between the Company and the reporting person, simultaneously with the Share Exchange, warrants to purchase 7,109 ordinary shares of Private Dror, representing all warrants to purchase ordinary shares of Private Dror held by the reporting person, were cancelled, and the Company issued to the reporting person warrants to purchase shares of the Company's Common Stock with an exercise price of $0.033 per share (the "Warrant Exchange"). |
| /s/ Moshe Shvets | 09/27/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
