What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 1446 added, 594 removed, 30 unchanged (99% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

management, with the participation and supervision of our Principal Executive Officer, who also is our Principal Financial Officer,

are responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended, or the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed

to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified under the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed

in our reports filed under the Exchange Act is accumulated and communicated to its principal executive officer and its principal

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

management, including our Principal Executive Officer who is also our Principal Financial Officer, conducted an evaluation of

the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, our Principal Executive

Officer concluded that as of December 31, 2022, our disclosure controls and procedures were not effective at a reasonable assurance

level due to the material weaknesses identified in our internal control over financial reporting as of December 31, 2022 (discussed

in paragraph (b) to this Item 9A), which our management views as an integral part of our disclosure controls and procedures.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as

a process designed by, or under the supervision of our Chief Executive Officer who is also our Principal Financial Officer and

effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance

with authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being more than

a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected

on a timely basis by management or employees in the normal course of performing their assigned functions.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

assessment identified the following material weaknesses in our internal control over financial reporting:

lack of segregation

of duties due to lack of sufficient accounting and finance personnel, lack of sufficient entity level controls and lack of a sufficient

technology infrastructure to support the financial reporting function In addition, we do not have a separately designated Audit

Our small size, lack of revenue and inability to compensate officers or directors precludes us from attracting a sufficient

number of directors to staff such a committee.

making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control-Integrated Framework (2013) as the framework to evaluate effectiveness.

Because of the material weaknesses

described above, management believes that, as of December 31, 2022, our internal controls over financial reporting were not effective

based on those criteria.

intends to implement a remediation plan in fiscal year 2023 in response to the other identified material weakness in financial

Our planned remediation efforts to address lack of segregation of duties and accounting for complex financial transactions

include using third parties to perform accounting tasks, enhancing procedures for recording and reviewing complex transactions,

performing more independent reconciliations or reviews and hiring more people.

Our planned remediation efforts to address lack

of sufficient technology infrastructure include upgrading and engaging technology consultants with specific financial reporting

expertise using our accounting and financial reporting system.

We believe that these remediation efforts, if successfully implemented,

will improve our internal control over financial reporting.

in Internal Controls

the quarter ended December 31, 2022, we initiated remediation efforts and are still working on implementing certain controls identified

above in response to previously identified material weaknesses.

Once fully implemented, we believe that these remediation steps

will remediate our material weaknesses.

Disclosure Controls and Procedures

Our principal executive officer

and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Exchange

Act) Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report, have concluded that, based on such evaluation,

our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s

rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over

Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive

officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with GAAP, including those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of consolidated financial statements in accordance with GAAP and that receipts and expenditures are

being made only in accordance with authorizations of our management and board of directors, and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the

consolidated financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with policies and procedures may deteriorate.

Management evaluated the effectiveness of our internal control over

financial reporting based on the 2013 framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on this evaluation management concluded that our internal control over financial reporting

was not effective as of December 31, 2023.

During the year ended December

31, 2023, management identified the following weaknesses, which were deemed to be material weaknesses in internal controls:

Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties.

The Company does not have Chief Financial Officer that can oversee day to day operations and the financial reporting function.

This Annual Report does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer

Protection Act, which permits us to provide only management’s report in this Annual Report.

Changes in Internal Controls over Financial Reporting

There were no changes in our

internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2023 that have materially affected,

or are reasonably likely to affect, our internal control over financial reporting.

Other Information

Not applicable .

Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent

Not applicable.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

information below sets forth the name, age and position of each of our current directors and executive officers as of March 31,

Chopp – Director 71

Chopp has served as a Director of Novint Technologies since August 2013.

Chopp’s extensive capital markets experience

includes management roles in numerous investment funds and public companies.

Chopp is the President of SDC Capital LLC and

President, Chief Financial Officer and Secretary of Sons Capital, LLC, positions which he has held for more than five years.

Additionally, Mr.

Chopp is the General Partner of Ellis International as well as The Hewlett Fund, LP.

Chopp served as the

Chief Executive Officer, President and Director of Datatrend Services, Inc.

(formerly Babystar, Inc.) until 1997.

was President of Sun Capital Company from 1995 to February 2007 and a Director of Glen Rose Petroleum Corp.

from April 2010 to

The Board feels Mr.

Chopp is an appropriate director due to his capital markets experience.

Christoff - Director 51

Christoff has served as a Director of Novint Technologies since April of 2011.

Prior to that, Mr.

Christoff was the President

of Force Tek, which merged with Novint just prior to April 2011.

Christoff provided operational expertise and helped

design the biomechanics of XIO, the full arm controller that provided force feedback for gaming and other applications, produced

by Force Tek.

Christoff has been the President and owner of The Physical Therapy Institute (PTI) since 2008.

operations in central and western Pennsylvania and Eastern Indiana.

Christoff holds a Doctorate degree in Orthopedic

Physical Therapy, a Master’s Degree in physical therapy from Chatham University, and a B.S.

degree in sports medicine from

the University of Pittsburgh.

The Board feels Mr.

Christoff is an appropriate director due to his gaming industry experience.

Hirschman – President, Treasurer and Director 55

Hirschman has served as a Director of Novint Technologies since August 2013.

Hirschman has over 25 years of experience in

money management, leveraged buyouts, restructuring and venture capital.

Hirschman has been the manager of AIGH Investment

Partners, LP since 2011.

From 1994 until 2001 Mr.

Hirschman served as a co-manager of two private investment funds, Adam Smith

Investment Partnerships and Adam Smith Investment Partners, Ltd (the “Adam Smith Funds”).

In addition to Mr.

private placement investments over the last fifteen years, the Adam Smith Funds, and AIGH Investment Partners, LP, his experience

in the securities industry includes tenures with Wesray Capital, the investment firm founded by former U.S.

Secretary of the Treasury

Simon, and Randall Rose & Company, a $100 million money management firm based in New York.

Hirschman has been

actively involved in the financing and structuring of over 70 companies, including many high technology companies.

educational background includes an M.B.A.

in Finance from New York University Graduate School of Business and a degree in Biology

and Finance from Touro College where he graduated Summa Cum Laude.

The Board feels Mr.

Hirschman is an appropriate director

due to his capital markets experience.

between Officers and Directors

our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person, including

directors, pursuant to which the officer or director was selected to serve as an officer or director.

in Certain Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any

matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any

of the items set forth under Item 401(f) of Regulation S-K.

believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.

This section describes key corporate governance practices that we have adopted.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered

class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common

stock and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulations

to furnish us with copies of all Section 16(a) forms they file.

our knowledge, based solely upon a review of Forms 3, 4, and 5 furnished to us during the fiscal year ended December 31, 2022,

we believe that the directors, executive officers, and greater than ten percent beneficial owners have complied with all applicable

filing requirements during the fiscal year ended December 31, 2022.

Board of Directors adopted a Code of Conduct and Ethics (the “Code”) in March 2006, which applies to our officers,

directors and employees.

The purpose of the Code is to deter wrongdoing and to promote:

honest and ethical

conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate,

timely and understandable disclosure in reports and documents that the Company files with, or submits to the Securities and

Exchange Commission (“SEC”) and in other public communications made by the Company;

compliance with

applicable laws and governmental rules and regulations;

the prompt internal

reporting of violations of the Code to an appropriate person or persons identified in the Code;

accountability for

adherence to the Code.

copy of the Code is filed as Exhibit 14.1 and is incorporated herein by reference.

Committee and Financial Experts;

Compensation Committee;

Nominating and Governance Committee

we do not have separately designated Audit, Compensation or Nominating and Governance Committees.

Our small size, lack of revenue

and inability to compensate officers or directors precludes us from attracting a sufficient number of directors to staff such

Officers and Directors

The following persons became

our directors and executive officers on August 14, 2023 and hold the positions set forth opposite their respective names as of March 29,

Eliyahu (Lee) Haddad

Chief Executive Officer and Director

Chief Technology Officer and Director

Chaim Hurvitz

Director and Chairman of the Board

Yehuda Englander

Directors and Executive Officers

Information concerning our directors and executive officers is set

The biographical description of each director includes the specific experience, qualifications, attributes and skills that

led the Board to conclude that such person should serve as a director.

Eliyahu (Lee) Haddad

Haddad has served as our

Chief Executive Officer and director since December 2021.

Haddad is a multi-disciplinary finance and technology expert, with extensive

senior level operational experience in raising capital, growing complex business models, and guiding startups and later stage companies

to successful exits.

Prior to his employment at Dror, Mr.

Haddad served as Chief Executive Officer of HFT Investments from 2007 through

He also served as a Senior Adviser at Exceed Talent Capital between 2019 and 2023.

Over the course of his 30-year career, Mr.

has structured and managed a number of technology and media transactions valued at an aggregate of over $85 billion, including $250 million

in transactions within the Israeli high-tech space in AI, medical technology, and cybersecurity.

Haddad received a bachelor’s

degree in economics and philosophy from Columbia University, where he was the recipient of the National Science Foundation Award in Theoretical

Physics and started his career in the M&A subgroup of Morgan Stanley’s media and technology group for several years.

Haddad’s extensive business experience qualifies him to serve as a member of our Board.

Shvets has served as a

director and as our Chief Technology Officer since July 20, 2020.

Shvets has also served as a Senior Vice President since December

Shvets is a seasoned senior executive with 25 years of experience in building companies with over €250M yearly revenues

that involve complex instrumentation & processes, regulation, software, and global infrastructure.

Prior to joining Dror, Mr.

founded and served as a director of BiSec Ltd.

from 2015 to 2018.

Shvets has also served as president of OAO Belzan from 2011 to 2013,

and president of OAO DZV from 2011 to 2014.

Before joining the management team, Mr.

Shvets was one of the investors in our Company.

Shvets received a bachelor’s degree from Saint Petersburg State University in Aerospace Instrumentation in 1999.

We believe that

Shvets’s extensive experience commercializing new technologies qualifies him to serve as a member of our Board.

Chaim Hurvitz

Hurvitz has served as

a director and Chairman of our Board since January 17, 2012.

Hurvitz has founded and has served as a chief executive office of C.H.

Health, a healthcare focused venture capital firm since May 2011.

His investments through CH Health have included several successful exits

including the NASDAQ IPOs of Galmed Pharmaceuticals Ltd.

GLMD) (“Galmed”) and UroGen Pharma Ltd.

URGN) (“UroGen”).

He was previously a member of Teva’s senior management, serving as the President of Teva International Group from 2002 through 2010,

Vice-President of Israeli Pharmaceutical Sales from 1999 through 2002 and President and CEO of Teva Pharmaceuticals Europe from 1992 through

Hurvitz presently serves the chairman of Univo Pharmaceuticals Ltd., the chairman of Shirat Hachaim Ltd., a director of Celexir,

a director of Genoscience Pharma S.A.S., and has previously served as the chairman CTG Weld Limited, the chairman of PolyPid Ltd.

PYPD), as the chairman of Galmed, as a director of UroGen, and as a director of Teva Pharmaceuticals Industries Ltd.

Hurvitz is also a member of management of the Manufacturers Association of Israel and Head of its Pharmaceutical branch.

Hurvitz received

in political science and economics from Tel Aviv University in 1985.

We believe that Mr.

Hurvitz’s extensive management experience

in the healthcare industry qualifies him to serve as a member of our Board.

Ravad has served as a

director since February 2015.

Ravad has experience in food catering and real estate industries.

In his capacity as our director, Mr.

Ravad has served as a major contributor to the development of Dror’s teeth straightening product from its early stages and until

receipt of FDA and CE approval and has in the past successfully assisted in securing private investments in our Company.

a graduate of Hebron Yeshiva.

Yehuda Englander

Englander has served as

a director since December 6, 2021.

Englander is a co-founder of YYE ALEY SHLECHT ASSETS LTD.

and YE RUT Finance Ltd.

Prior to that,

Englander led Yehuda Englander Finance Advisory Ltd.

for four years.

Englander received a B.A.

in Accounting from Lev Academic

Center at Jerusalem College of Technology.

We believe that Mr.

Englander’s extensive investment experience qualifies him to serve

as a member of our Board.

Involvement in Certain Legal Proceedings

None of the members of the

Board or our executive officers has, in the last ten years, been involved in any legal proceeding of the type described under Item 103I(2)

or Item 401(f) of Regulation S-K.

Director Independence

Our Common Stock is quoted

on the OTC Pink Market operated by the OTC Markets Group Inc., which does not have director independence requirements.

We also have not

established our own definition for determining whether our director and nominees for directors are “independent” nor have

we adopted any other standard of independence employed by any national securities exchange.

We expect our Board, in the

future, to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee.

We intend to appoint such persons to committees of the Board as are expected to be required to meet the corporate governance requirements

imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing

on a national securities exchange.

In addition, we intend that a majority of our directors will be independent directors, of which at

least one director will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation

S-K, as promulgated by the SEC.

We do not currently have an “audit committee financial expert” since we currently do not have

an audit committee in place.

Family Relationships

There are no family relationships

among our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires our directors and executive officers and each person who owns more than ten percent of a registered class of our equity securities

(collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership

of our Common Stock and our other equity securities.

Reporting Persons are required by SEC regulation to furnish us with copies of all

Section 16(a) forms that they file.

Based solely on our review of the copies of the forms received by us during the fiscal year ended

December 31, 2023 and written representations that no other reports were required, we believe that each person who, at any time during

such fiscal year, was a director, officer or beneficial owner of more than ten percent of our common stock complied with all Section 16(a)

filing requirements during such fiscal year with the following exceptions:

Englander, Mr.

Shvets, and Mr.

filed Form 3s on September 27, 2023, disclosing their becoming Reporting Persons in connection with the closing of the Share Exchange

on August 14, 2023 and (2) Mr.

Shvets, and Mr.

Ravad filed Form 4s on September 27, 2023, disclosing

the acquisition of shares of Series A Preferred Stock, and warrants to purchase Common Stock on August 14, 2023.

Insider Trading Arrangements and Policies;

Code of Ethics

We intend to adopt insider

trading policies and procedures and a code of ethics that will apply to our officers, directors and employees, including our principal

executive officer and principal accounting officer, but have not done so to date due to our relatively small size.

We intend to adopt

written insider trading policies and procedures and a written code of ethics in the near future.

Director Nominations by Security Holders

Our Second Amended and Restated Bylaws (the “Bylaws”) contain

provisions that address the process by which a stockholder may nominate an individual to stand for election to our board of directors

(the “Board”).

To recommend a nominee for election to the Board, a stockholder must submit his or her recommendation to our

Secretary at our corporate offices at Shatner Street 3, Jerusalem, Israel.

Such nomination must satisfy the notice, information and consent

requirements set forth in our Bylaws and must be received by us prior to the date set forth under “Submission of Future Stockholder

Proposals” in our most recent proxy statement.

A stockholder’s recommendation must be accompanied by the information with

respect to stockholder nominees as specified in our Bylaws, including among other things, the name, age, address and occupation of the

recommended person, the proposing stockholder’s name and address, the ownership interests of the proposing stockholder and any beneficial

owner on whose behalf the nomination is being made (including the number of shares beneficially owned, any hedging, derivative, short

or other economic interests and any rights to vote any shares) and any material monetary or other relationships between the recommended

person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made.

Executive Compensation.

Compensation Table

was no compensation paid, earned or accrued for services by our executive officers in the fiscal years ended December 31, 2022

and December 31, 2021.

was no cash compensation paid to directors for their service on our Board during the years ended December 31, 2022 and December

Compensation Plan Information

of December 31, 2022, there is no equity compensation plan in effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Holders and Management

following tables set forth, as of December 31, 2022, certain information concerning the beneficial ownership of our capital stock

by each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

each director;

executive officer;

all of our executive officers and directors as a group;

and each person, or group of affiliated persons, who

is known by us to beneficially own more than 5% of any class of our outstanding stock.

of December 31, 2022, the Company had authorized 500,000,000 shares of common stock, par value $0.0001, of which there were 202,308,728

shares of common stock outstanding.

ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect

to our common stock.

Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days

of December 31, 2022 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating

the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person.

as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all

of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

Ownership of Certain Beneficial Owners & Management

and Address of Beneficial Owner

Percentage (1)

AIGH Investment Partners,

6006 Berkeley Avenue

Baltimore, MD 21209

Congregation Ahavas

Tzdokah Vchesed Inc.

1655 E 24th St

Brooklyn, NY 11229

Ellis International

100 Merrick Road–Suite

Rockville Centre,

Globis Capital related

805 Third Avenue,

New York, New York

Ryan Christoff

c/o Novint Technologies

All Officers and

as a Group (5)

Calculated on the basis of 202,308,728 shares of Common Stock outstanding

Hirschman a Director of the Company has sole voting and dispositive power over shares held by AIGH Investment Partners LLC

Chopp a Director of the Company shares voting and dispositive power over shares held by Ellis International

Packer has sole voting and dispositive power over 687,068 common shares held by Mr.

Packer personally.

Packer shares voting

and dispositive power over 11,373,478 common shares held by Globis Capital Partners and by Globis Overseas Fund Ltd.

Christoff, Mr.

Chopp and Mr.

Hirschman are serving as directors of the Company.

Hirschman is serving as President

on an interim part-time basis.

Applicable percentage of ownership is based on 202,308,728 shares of common stock outstanding on December 31, 2022.

ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock

within 60 days of December 31, 2022, for each stockholder.

Beneficial ownership is determined in accordance with the rules of

the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock subject to securities

exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December

31, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage

of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other

Our common stock is our only issued and outstanding class of securities eligible to vote.

Unless otherwise stated, all

shareholders can be reached at mailing address 100 Merrick Road–Suite 400W, Rockville Centre, NY 11570.

Rabbi Nusyn Pinches Erlich has sole voting and dispositive power over those shares.

are not aware of any arrangement that might result in a change in control in the future.

We have no knowledge of any arrangements,

including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in the

Company’s control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Company has no agreement that provides for payment to executive officers at, following, or in connection with the resignation,

retirement or other termination, or a change in control of Company or a change in any executive officer’s responsibilities

following a change in control.

Hirschman, the Company’s Interim President and sole employee serves on an unpaid basis.

PRINCIPAL ACCOUNTING FEES AND SERVICES

aggregate fees billed and expected to be billed for professional services rendered by Sadler, Gibb & Associates, LLC for the

2022 fiscal year, primarily related to the audit of our annual consolidated financial statements for the 2022 fiscal year, and

the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the 2022 fiscal year were approximately

$24,000 (including direct engagement expenses).

aggregate fees billed and expected to be billed for professional services rendered by Sadler, Gibb & Associates, LLC for the

2021 fiscal year, primarily related to the audit of our annual consolidated financial statements for the 2021 fiscal year, and

the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the 2021 fiscal year were approximately

$16,000 (including direct engagement expenses).

Audit-Related

Gibb & Associates, LLC billed $19,000 and $16,000 for audit-related services for the 2022 and 2021 fiscal years, respectively.

fees were billed by Sadler, Gibb & Associates, LLC for tax-related services for the 2022 or 2021 fiscal year.

fees were billed by Sadler, Gibb & Associates, LLC for services other than the audit for the 2022 and 2021 fiscal years.

TO FINANCIAL STATEMENTS

TECHNOLOGIES, INC.

The following table sets forth

summary compensation information for the respective fiscal years.

For the purpose of this prospectus, our “named executive officers”

or “NEOs” are our principal executive officer (“PEO”), Mr.

Haddad, and our sole non-PEO executive officer, Mr.

We provide a description of the employment arrangements with Mr.

Haddad and Mr.

Shvets, below under “Employment Agreements.”

The following table includes all compensation earned by our named executive officers for the respective period, regardless of whether

such amounts were actually paid during the period.

This discussion may contain

forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation

Summary Compensation Table

The following table sets forth

information concerning the compensation of our named executive officers for the fiscal years indicated below.

Name and principal position

Option awards

Nonequity incentive plan

Eliyahu (Lee) Haddad

(Chief Executive Officer and Director)

(Chief Technology Officer)

(1) Compensation amounts received in non-U.S.

currency have been

converted into U.S.

dollars using the average exchange rate for the applicable year.

The average exchange rate for 2023 was 3.690 NIS

per dollar and the average exchange rate for 2022 was 3.359 NIS per dollar.

(2) In accordance with SEC rules, this column reflects the aggregate

fair value of the option awards granted during the respective fiscal year computed as of their respective grant dates in accordance with

Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions.

The assumptions

made in the valuation of the share-based payments are contained in Note 2 to our financial statements included in this prospectus.

Narrative Disclosure Regarding Summary Compensation Table

Our Board reviews compensation

annually for all employees, including named executive officers.

In making compensation determinations, the Board considers compensation

for comparable positions in the market and with peer companies, the historical compensation levels of executives, individual performance

as compared to the board’s expectations and objectives, the board’s desire to motivate employees to achieve short- and long-term

results that are in the best interests of our stockholders and a long-term commitment to our Company.

Annual Base Salaries

Base salaries for the executive

officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking

into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market

compensation paid by other companies for similar positions within the industry and geography.

Base salaries are reviewed periodically,

typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels

after taking into account individual responsibilities, performance and experience.

In making decisions regarding salary increases, we

may also draw upon the experience of members of the Board with executives at other companies.

Bonus Compensation

For 2023, our named executive

officers are not eligible to receive a discretionary annual bonus based on individual and company performance.

During fiscal year 2022,

Haddad and Shvets earned discretionary bonuses as set forth in the Summary Compensation Table above.

Equity-Based Incentive Awards

Our equity-based incentive

awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including our named

executive officers.

We have historically used stock options as incentives for long-term compensation to the named executive officers as

the return on such awards is tied to an increase in our stock price.

We may grant equity awards at such times as our Board determines

appropriate in their discretion.

Additional grants may occur periodically in order to incentivize executives with respect to achieving

certain corporate goals or to reward them for exceptional performance.

See “Outstanding Equity Awards at Fiscal Year-End”

below for additional information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

Employment Agreements

Eliyahu (Lee) Haddad

On December 6, 2021, Private

Dror entered into an employment agreement (the “Haddad Employment Agreement”) with Mr.

Haddad to serve as Private Dror’s

chief executive officer.

Pursuant to this employment agreement, Mr.

Haddad is entitled to a monthly salary (including all social benefit

payments provided under Israeli law) of $22,256.

Haddad is also entitled to an annual bonus based on achievement of objectives and

Board’s approval.

In connection with his employment agreement, Mr.

Haddad was granted options to purchase five percent (5%) of our

fully diluted Ordinary Shares issued and issuable on the date of the employment agreement, which options shall vest in three tranches

on the first, second, and third anniversary of the date of the employment agreement.

The options are subject to accelerated vesting upon

the achievement by us of certain performance milestones.

We cannot terminate Mr.

Haddad’s employment not for “cause,”

and in circumstances constituting “cause,” we may terminate the agreement effective immediately.

Haddad can terminate

the agreement for convenience upon 30 days written notice, and may terminate the agreement immediately for “good reason.”

Haddad’s employment is terminated without cause, or Mr.

Haddad resigns for good reason, he is entitled to twelve month’s

Following the closing of the

Share Exchange, the Board appointed Mr.

Haddad to the office of Chief Executive Officer on the terms of the Haddad Employment Agreement.

On January 26, 2022, Private

Dror entered into an employment agreement (the “Shvets Employment Agreement”) with Mr.

Shvets to serve as Private Dror’s

Senior Vice President, effective as of December 1, 2021.

Shvets was named Chief Technology Officer as of July 20, 2020.

his employment agreement, Mr.

Shvets is entitled to a monthly gross salary of NIS 32,000.

Shvets is also entitled to certain social

and fringe benefits as set forth in the employment agreement.

In connection with his employment agreement, Mr.

Shvets was granted options

to purchase three percent (3%) of our fully diluted Ordinary Shares issued and issuable on the date of the employment agreement, which

options shall vest in three tranches on the first, second, and third anniversary of the date of the employment agreement.

are subject to accelerated vesting upon the achievement by us of certain performance milestones.

Shvets’ employment can be terminated

by either party for convenience upon 30 days written notice.

Following the closing of the

Share Exchange, the Board appointed Mr.

Shvets to the office of Chief Technology Officer on the terms of the Shvets Employment Agreement.

Outstanding Equity Awards at Fiscal Year-End

The following table presents

information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

Information in this table

has been adjusted to give pro forma effect to the Share Exchange.

Option awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

(Chief Executive Officer and Director)

63,977,143 (1)

31,988,572 (1)

August 14, 2033

(Chief Technology Officer and Director)

38,385,796 (2)

19,192,898 (2)

August 14, 2033

(1) On December 6, 2021, Mr.

Haddad was granted options to purchase

up to 26,097 ordinary shares of Private Dror at an exercise price of $14.15 per ordinary share.

In connection with the Share Exchange,

these options were exchanged for options to purchase up to 95,965,715 shares of Common Stock at an exercise price of approximately $0.0038480

These options vest in three tranches on the first, second, and third anniversary of the employment start date.

are subject to accelerated vesting upon the achievement by us of certain performance milestones.

(2) On December 1, 2021, Mr.

Shvets was granted options to purchase

up to 15,658 ordinary shares of Private Dror at an exercise price of $14.15 per ordinary share.

In connection with the Share Exchange,

these options were exchanged for options to purchase up to 57,578,694 shares of Common Stock at an exercise price of approximately $0.0038480

These options vest in three tranches on the first, second, and third anniversary of the employment start date.

are subject to accelerated vesting upon the achievement by us of certain performance milestones.

Equity Incentive Plans

2021 Share Incentive Plan

Prior to the Share Exchange,

Private Dror adopted the Dror 2021 Share Incentive Plan (the “2021 Plan”), which provides for the granting of stock options,

restricted stock, restricted stock units, and other stock-based awards to employees, directors, officers, consultants, and advisors of

Private Dror or its affiliates.

Under the 2021 Plan, 51,482 ordinary shares of Private Dror were initially reserved for issuance as awards,

and stock options covering up to 44,365 ordinary shares of Private Dror (which were exchanged for stock options covering approximately

163,142,084 shares of Common Stock in connection with the Share Exchange) are outstanding as of the date hereof.

No other type of equity

award is currently outstanding under the 2021 Plan.

As further described below, upon the closing of the Share Exchange, any stock options

outstanding under the 2021 Plan were converted into stock options under the Dror Ortho-Design, Inc.

2023 Long-Term Incentive Plan (the

“2023 Plan”).

The 2021 Plan is filed as Exhibit 10.9 to the registration statement on Form S-1 of which this prospectus forms

2023 Long-Term Incentive Plan

On August 14, 2023, our Board

adopted the 2023 Plan.

Under the 2023 Plan, we reserved 235,958,571 shares of our Common Stock for issuance as awards to our key employees,

key contractors, and non-employee directors and those of our subsidiaries, of which 100% may be delivered pursuant to incentive stock

A form of the 2023 Plan is filed as Exhibit 10.10 to the registration statement on Form S-1 of which this prospectus forms a

The 2023 Plan currently consists

of the primary plan document that governs all awards granted under the 2023 Plan for eligible U.S.

employees, contractors, and non-employee

directors who are subject to U.S.

income taxation and a sub-plan annex designated for the purpose of grants of equity awards to eligible

Israeli employees, officers, and contractors of the Company and its affiliates who are subject to Israeli income taxation.

Upon the closing of the Share

Exchange, we became the sponsor of the 2021 Plan, and all outstanding stock option awards previously granted under the 2021 Plan will

be converted into awards under the 2023 Plan.

Thus, all outstanding options to purchase ordinary shares of Dror (which are converted into

options to purchase shares of Common Stock of the Company pursuant to the Share Exchange Agreement, as amended) were converted to options

to purchase shares of Common Stock of the Company.

The purpose of the 2023 Plan

is to provide an incentive to attract and retain the services of key employees, key contractors, and non-employee directors of the Company

and its subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of awards.

The 2023 Plan

will be administered by our Board or a committee of the Board (the “Committee”) consisting of two or more members.

time there is no Committee to administer the 2023 Plan, any reference to the Committee is a reference to the Board.

The Committee will

determine the persons to whom awards are to be made, determine the type, size and terms of awards, interpret the 2023 Plan, establish

and revise rules and regulations relating to the 2023 Plan, and make any other determinations that it believes necessary for the administration

of the 2023 Plan.

The Committee may delegate certain duties to one or more officers of the Company as provided in the 2023 Plan.

terminated earlier by our Board, the 2023 Plan will expire on August 14, 2033.

No awards may be made under the 2023 Plan after its expiration

date, but awards made prior thereto may extend beyond that date.

The 2023 Plan provides for

the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units,

performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which

may be paid in cash or shares of the Company’s Common Stock.

Awards granted pursuant to the 2023 Plan will be evidenced by a written

award agreement.

The Committee will determine the terms of each award at the time of grant, including, without limitation, the number

of shares subject to such award, the term of the award, the exercise price to be paid for the award (if applicable), the vesting and forfeiture

conditions, the methods by or forms in which shares will be delivered to participants, the price to be paid for the award (if any), and

any other terms and conditions applicable to such award.

To date, no awards have been

granted pursuant to the 2023 Plan, other than the awards that were previously granted pursuant to the 2021 Plan and will be converted

into an award under the 2023 Plan, as described above.

The Board may, at any time

and from time to time, without the consent of the participants, alter, amend, revise, suspend or discontinue the 2023 Plan in whole or

provided, however, that (i) no amendment that requires shareholder approval in order for the 2023 Plan and any awards granted

thereunder to continue to comply with Sections 421 and 422 of the Internal Revenue Code of 1986, as amended (the “Code”) (including

any successors to such sections, or other applicable law) or any applicable requirements of any securities exchange or inter-dealer quotation

system on which the Company’s Common Stock is listed or traded, shall be effective unless such amendment is approved by the requisite

vote of the Company’s shareholders entitled to vote on the amendment;

and (ii) unless required by law, no action by the Board regarding

amendment or discontinuance of the 2023 Plan may adversely affect any rights of any participant or obligations of the Company to any participant

with respect to any outstanding award under the 2023 Plan without the consent of the affected participant.

Commitments to Grant Stock Options

In addition to the stock option

awards to be granted in substitution of stock options currently outstanding under the 2021 Plan, we currently have a commitment to issue

options to purchase up to 0.5% of the outstanding shares of Common Stock to Mr.

Haddad, contingent on the Company achieving certain market

capitalization targets.

We anticipate issuing these options pursuant to the 2023 Plan at such time as the Company has a sufficient number

of authorized and unissued shares of Common Stock.

Director Compensation

The following table presents

the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2023.

Other than as set forth in the table and described more follow below, and as set forth in the Summary Compensation Table with respect

to our employee directors, we did not pay any compensation to, reimburse any expense of, make any equity awards or non-equity awards to,

or pay any other compensation to any of the other members of our Board in 2023.

incentive plan

Chaim Hurvitz

Chaim Ravad (2)

Yehuda Englander (3)

(1) In accordance with SEC rules, this column reflects the aggregate

fair value of option awards granted during the fiscal year ended December 31, 2022, computed as of their respective grant dates in accordance

with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions.

The assumptions

made in the valuation of the share-based payments are contained in Note 2 to our financial statements included in this prospectus.

(2) On February 7, 2024, we entered into a consulting agreement (the

“Ravad Consulting Agreement”) with Mr.

Ravad, pursuant to which, in consideration for certain services provided as a board

Ravad would receive a cash fee of $5,000 each month.

The Ravad Consulting Agreement is terminable by either party upon 30 days

written notice to the other party, and it will terminate automatically once Mr.

Ravad has received fees in the aggregate amount of $55,000.

(3) On June 1, 2022, Private Dror entered into a consulting agreement

(the “Englander Consulting Agreement”) with Mr.

Englander, pursuant to which, in consideration for certain financial and

strategic consulting services, Mr.

Englander receives a cash fee of NIS 3,500 + VAT 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, we entered into the First Amendment to the Englander Consulting Agreement with Mr.

Englander, which provided that Mr.

monthly cash fee in respect of the services provided would be equal to $2,500 + VAT.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth

information regarding the beneficial ownership of Common Stock as of March 29, 2024:

● each person, or group of affiliated persons, known by us to

beneficially own more than 5% of outstanding shares of any class of our voting securities;

● each of our directors;

● each of our named executive officers;

● all directors and executive officers as a group.

Unless otherwise indicated

below, beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership

of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants

that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages

set forth in the following table are based on 495,454,546 shares of Common Stock and 10,463,363 shares of Preferred Stock, which are entitled

to cast an aggregate of 749,721,570 votes, outstanding as of March 29, 2024.

Name of Beneficial Owner (1)

Number of Shares of Common Stock Beneficially Owned

Percent of Class

Number of Shares of Series A Convertible Preferred Stock Beneficial Owned

Percent of Class

Percent of Voting Power (2)

5% Stockholders

Orin Hirschmann/AIGH (3)

49,588,407 (4)

3,054,544 (5)

Congregation Ahavas Tzdokah Vchesed Inc.

61,722,996 (7)

54,989,344 (8)

The Hewlett Fund (9)

45,453,150 (10)

Directors and Named Executive Officers

Eliyahu (Lee) Haddad

63,977,143 (11)

54,989,344 (12)

Chaim Hurvitz

54,989,344 (13)

54,989,344 (14)

Yehuda Englander

3,199,225 (15)

All Directors and Executive Officers as a Group (5 persons)

* Represents beneficial ownership of less than 1%.

(1) Except as expressly noted in the footnotes below, beneficial

ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

The amounts set forth in this table reflect the application

of various limitations on the exercise of certain warrants and the conversion of shares of Preferred Stock, including beneficial ownership

Unless otherwise indicated below, the address for each beneficial owner listed is c/o Dror Ortho-Design, Inc., Shatner 3, Jerusalem,

(2) Stockholders are entitled to one vote per each share of Common

Stockholders are entitled to the number of votes per each share of Preferred Stock owned equal to the number of shares of

Common Stock into such share of Preferred Stock is convertible into pursuant to the Certificate of Designations, after giving effect

to beneficial ownership limitations.

Orin Hirschman has sole voting and dispositive power over

shares held by AIGH Investment Partners, LP (“AIGH LP”), and its affiliated entities, AIGH Investment Partners, LLC (“AIGH

LLC”), WVP Emerging Manager Onshore Fund, LLC – AIGH Series (“WVP-AIGH”), and WVP Emerging Manager Onshore Fund,

LLC – Optimized Equity Series (“WVP-OES”).

The principal business address of Mr.

Hirschman and each such entity is

6006 Berkeley Avenue, Baltimore, MD 21209.

(4) Represents (1) 30,000,000 shares of Common Stock held by AIGH

LP, (2) 8,662,500 shares of Common Stock held by AIGH LLC, (3) 7,000,000 shares of Common Stock held by WVP-AIGH, (4) 3,000,000 shares

of Common Stock held by WVP-OES, and (5) 925,907 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held

by such entities that are convertible within 60 days of March 29, 2024.

(5) Represents (1) 1,600,000 shares of Preferred Stock held by AIGH

LP, (2) 954,543.85 shares of Preferred Stock held by AIGH LLC, (3) 400,000 shares of Preferred Stock held by WVP-AIGH, and (4) 100,000

shares of Preferred Stock held by WVP-OES.

(6) Rabbi Nusyn Pinches Erlich has sole voting and dispositive power

over these shares.

The address for Congregation Ahavas Tzdokah Vchesed Inc.

is 1655 E 24th St, Brooklyn, NY 11229.

(7) Represents shares of Common Stock.

(8) Represents 54,989,344 shares of Common Stock issuable upon the

conversion of shares of Preferred Stock held by Mr.

Bodner that are convertible within 60 days of March 29, 2024.

(9) Martin Chopp has voting and dispositive power over the securities

held by The Hewlett Fund LP (“Hewlett”).

Hewlett’s address is 100 Merrick Road, Suite 400W, Rockville Centre, NY 11570.

(10) Represents (1) 15,272,727 shares of Common Stock held by Hewlett

and (2) 30,180,423 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held by Hewlett that are convertible

within 60 days of March 29, 2024

(11) Represents 63,977,143 shares of Common Stock issuable upon the

exercise of options upon that are exercisable within 60 days of March 29, 2024.

(12) Represents (1) 38,385,796 shares of Common Stock issuable upon

the exercise of options and (2) 26,141,712 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held by Mr.

Shvets that are exercisable or convertible within 60 days of March 29, 2024.

(13) Represents 54,989,344 shares of Common Stock issuable upon the

conversion of shares of Preferred Stock held by Shirat Hachaim Ltd.

(“Shirat Hachaim”) that are convertible within 60 days

of March 29, 2024.

Hurvitz is the sole owner of Shirat Hachaim and has sole voting and dispositive power over shares held by Shirat

(14) Represents 54,989,344 shares of Common Stock issuable upon the

conversion of shares of Preferred Stock held by Mr.

Ravad that are convertible within 60 days of March 29, 2024.

(15) Represents 3,199,225 shares of Common Stock issuable upon the

exercise of options held by Mr.

Englander that are exercisable within 60 days of March 29, 2024.

Certain Relationships and Related Transactions, and Director

Independence.

In addition to the compensation

arrangements discussed under “Executive Compensation,” the following is a description of transactions since January 1, 2022

to which we have been a party, in which the amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average

of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive

officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have

a direct or indirect material interest.

We also describe below certain other transactions with our directors, executive officers and stockholders.

We believe that we have executed

all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties.

It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their

affiliates are approved by our audit committee, once it has been formed and its members appointed, and a majority of the members of our

Board, including a majority of the independent and disinterested members of our Board, and are on terms no less favorable to us than those

that we could obtain from unaffiliated third parties.

Indemnification Agreements and Directors’ and Officers’

Liability Insurance

We have entered into separate

indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our Amended Charter

and our Bylaws.

Each indemnification agreement provides for indemnification and advancement by the Company of certain expenses and costs

relating to claims, suits, or proceedings arising from service to the Company or, at its request, service to other entities to the fullest

extent permitted by applicable law.

We also maintain directors’ and officers’ liability insurance.

Principal Accountant Fees and Services.

Accounting Fees

Our independent registered public

accounting firm is Barzily and Co., CPA’s (PCAOB Firm ID No.:

2015) (“Barzily”) located in Jerusalem, Israel.

until October 18, 2023, our independent accountant was Sadler, Gibb & Associates, LLC (“Sadler”).

The following table

presents fees for professional audit services rendered (i) by Barzily for the audit of our annual financial statements for the year ended

December 31, 2023 and the review of our quarterly financial statements for the third quarter of 2023, and (ii) by Sadler for the audit

of our annual financial statements for the year ended December 31, 2022 and the review of our quarterly financial statements for the first

and second quarters of 2023, and fees billed for other services rendered by Barzily and Sadler during those periods.

For the year ended

Audit fees (1)

Audit-related fees (2)

Tax-related fees (3)

All other fees (4)

(1) Audit fees for 2023 primarily related to the audit of our annual consolidated

financial statements for the 2023 fiscal year, and the reviews of the financial statements included in our Quarterly Reports on Form 10-Q

or included in a Form 8-K for the 2023 fiscal year.

Audit fees for 2022 primarily related to the audit of our annual consolidated financial

statements for the 2022 fiscal year, and the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the

2022 fiscal year (including direct engagement expenses).

(2) Audit-related fees billed in 2023 included services performed relating

to the Share Exchange.

Audit-related fees billed in 2022 included fees, if any, for assurance and related services by Sadler that were

reasonably related to the performance of the audit or review of our financial statements and were not reported under “audit fees.”

(3) There were no tax-related fees billed in 2023 or 2022.

(4) There were no other fees billed in 2023 or 2022.

Audit Committee Pre-Approval Policy and Procedures

Our Board does not presently

have a separately designated standing audit committee.

As such, the percentage of services set forth above in the categories audit-related

fees, tax-related fees, and all other fees that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the

approval of a de minimis amount of non-audit services after the fact but before completion of the audit) was 0%.

The functions of an audit

committee are undertaken by our Board.

Exhibit and Financial Statement Schedules.

The following documents are

filed as part of this report:

(1) Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the Years Ended December 31, 2022 and 2021

Statement of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Novint Technologies, Inc.:

on the Financial Statements

have audited the accompanying balance sheets of Novint Technologies, Inc.

(“the Company”) as of December 31, 2022

and 2021, the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year

period ended December 31, 2022 and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the

Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Paragraph Regarding Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit

that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are

also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Audited Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to the Financial Statements

(2) Financial Statement Schedules:

(3) Exhibits:

See “Index to Exhibits”

for a description of our exhibits.

Form 10–K Summary.

Share Exchange Agreement, dated July 5, 2023, by and among Dror Ortho-Design, Inc., Dror Ortho-Design Ltd., and certain shareholders of Dror Ortho-Design Ltd.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Amendment to the Share Exchange Agreement, dated August 14, 2023, by and among Dror Ortho-Design, Inc., Dror Ortho-Design Ltd., and certain shareholders of Dror Ortho-Design Ltd.

(incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Amended and Restated Certificate of Incorporation of Dror Ortho-Design, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Certificate of Correction to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Dror Ortho-Design, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on November 14, 2023)

Amended and Restated Certificate of Incorporation of Dror Ortho-Design, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2024)

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K, filed with the Commission on March 1, 2007)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A, filed with the Commission on November 14, 2023)

Form of Class A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Description of Securities

Employment Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd.

and Eliyahu (Lee) Haddad (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Employment Agreement, dated January 26, 2022, between Dror Ortho-Design Ltd.

and Moshe Shvets (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)