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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-04-01 · 999 added, 771 removed, 705 unchanged (72% of the section changed)

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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.

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

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over

Financial Reporting

Management’s Annual Report on Internal Control over Financial

Our management is responsible

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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.

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, 2024.

During the year ended December

31, 2024, 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.

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

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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.

There were no changes in

our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2024 that have materially

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

Other Information

Not applicable .

On February 18, 2025, we and Mr.

Haddad entered into the Haddad First Amendment, Haddad Second Amendment (each as defined herein), and we and Mr.

Shvets entered into

the Shvets First Amendment and Shvets Second Amendment (each as defined herein).

See “Part III, Item 11 – Executive Compensation

– Employment Agreements.” The descriptions of the Haddad First Amendment, the Haddad Second Amendment, the Shvets First Amendment

and the Shvets Second Amendment contained herein and in “Part III, Item 11 – Executive Compensation – Employment Agreements”

are not complete and are qualified in their entirety by reference to the full text of such agreements, which are attached to this Annual

Report on Form 10-K as Exhibits 10.17, 10.18, 10.19 and 10.20, respectively, and incorporated by reference herein.

Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent

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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,

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

Eliyahu (Lee) Haddad

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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.

Information concerning our

directors and executive officers is set forth below.

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.

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

Haddad served as Chief Executive Officer of HFT Investments from

2007 through 2021.

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.

Over the course of his 30-year

Haddad 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.

We believe that Mr.

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 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

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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.

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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.

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

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 1999.

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

Hurvitz received a B.A.

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.

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

Ravad has served as a

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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.

In his capacity as our director,

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.

is a graduate of Hebron Yeshiva.

Yehuda Englander

Englander has served as

a director since December 6, 2021.

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.

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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.

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

have an audit committee in place.

Family Relationships

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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.

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, 2024 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:

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.

filed Form 4s on June 25, 2024, disclosing the acquisition of stock options on June 17, 2024.

Insider Trading Arrangements and Policies;

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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.

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,

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.

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.

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

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.

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

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Summary Compensation Table

The following table sets forth

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

The following table sets

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

Name and principal position

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(Chief Technology Officer)

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

currency have been

converted into U.S.

Compensation amounts received

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.

The average exchange

rate for 2024 was 3.647 NIS per dollar and the average exchange rate for 2023 was 3.690 NIS per dollar.

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 11 to our financial statements included in this

Narrative Disclosure Regarding Summary Compensation Table

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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.

During fiscal years 2024

and 2023, our named executive officers are not eligible to receive a discretionary annual bonus based on individual and company performance.

Equity-Based Incentive Awards

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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 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

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Employment Agreements

Eliyahu (Lee) Haddad

Eliyahu (Lee) Haddad, Chief Executive Officer and Director

On December 6, 2021, Private

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

Board’s approval.

the 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

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.

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

Following the closing of the

Share Exchange, the Board appointed Mr.

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 February 18, 2025, effective

as of June 30, 2023 (the “Haddad First Amendment Effective Date”), we and Mr.

Haddad entered into the First Amendment to

the Haddad Employment Agreement (the “Haddad First Amendment”), pursuant to which we agreed, beginning on the Haddad

First Amendment Effective Date, that Mr.

Haddad’s salary shall be increased to a yearly net salary of $200,000.

Additionally,

pursuant to the terms of the Haddad First Amendment, Mr.

Haddad shall receive a one-time payment upon achievement of the following

milestones (subject to the determination of the Board that such milestones have been achieved) (i) $25,000 upon reaching a

commercially available product and (ii) $50,000 upon the Company having reached and maintained a market capitalization of

$100,000,000 for 30 trading days.

Additionally, subject to the approval of the Board of Novint Technologies, Inc.

(“Novint”) the adoption by Novint of an option plan, and the submission of such plan with the Israeli tax authorities,

Haddad shall be issued with options to purchase shares of common stock of Novint as follows:

(i) 50% of the outstanding share

capital of Novint at a $100,000,000 valuation for 30 days, (ii) 50% of the outstanding share capital of Novint at a $200,000,000

valuation for 30 days, (iii) 50% of the outstanding share capital of Novint at a $350,000,000 valuation for 30 days, and (iv) 50% of

the outstanding share capital of Novint at a $500,000,000 valuation for 30 days.

On February 18, 2025, effective as

of February 5, 2025, we and Mr.

Haddad entered into the Second Amendment to the Haddad Employment Agreement (the “Haddad Second

Amendment”), pursuant to which we agreed that Mr.

Haddad’s pension and severance pay contributions on his behalf be made

from a lower salary than Mr.

Haddad’s monthly salary and that (i) from January 2023 through July 2023, the base salary for pension

and severance contributions was NIS 38,000, (ii) from August 2023 through December 2023, the base salary for pension and severance contributions

was NIS 29,675.08, and (iii) from January 2024 through December 2024, the base salary for pension and severance NIS 24,500.

Moshe Shvets, Chief Technology Officer

On January 26, 2022, Private

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

his employment agreement, Mr.

to his employment agreement, Mr.

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

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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’ 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.

On February 18, 2025, effective as

of June 30, 2023 (the “Shvets First Amendment Effective Date”), we and Mr.

Shvets entered into the First Amendment to the

Shvets Employment Agreement (the “Shvets First Amendment”), pursuant to which we agreed, beginning on the Shvets First Amendment

Effective Date, that Mr.

Shvets’s salary shall be increased to a yearly net salary of $150,000.

Additionally, pursuant to the terms

of the Shvets First Amendment, Mr.

Shvets shall receive a one-time payment upon achievement of the following milestones (subject to the

determination of the Board that such milestones have been achieved) (i) $25,000 upon reaching a commercially available product and (ii)

$50,000 upon the Company having reached and maintained a market capitalization of $100,000,000 for 30 trading days.

On February 18, 2025, effective as

of February 5, 2025, we and Mr.

Shvets entered into the Second Amendment to the Shvets Employment Agreement (the “Shvets Second

Amendment”), pursuant to which we agreed that Mr.

Shvets’s pension and severance pay contributions on his behalf be made

from a lower salary than Mr.

Shvets’s monthly salary and that (i) from January 2023 through July 2023, the base salary for pension

and severance contributions was NIS 32,000, (ii) from August 2023 through December 2023, the base salary for pension and severance contributions

was NIS 46,250, and (iii) from January 2024 through December 2024, the base salary for pension and severance NIS 24,500.

Outstanding Equity Awards at Fiscal Year-End

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Option expiration date

Eliyahu (Lee) Haddad

(Chief Executive Officer and Director)

95,965,715 (1)

31,988,572 (1)

August 14, 2033

(Chief Technology Officer and Director)

38,385,796 (2)

Technology Officer and Director)

57,578,694 (2)

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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.

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 per share.

These options vest in three tranches, on the first, second, and third

anniversary of the employment start date.

The options are subject to accelerated vesting upon the achievement by us of certain performance

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.

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 per share.

These options vest in three tranches, on the first, second, and third

anniversary of the employment start date.

The options are subject to accelerated vesting upon the achievement by us of certain performance

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

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 a part.

2023 Long-Term Incentive Plan

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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.

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

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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

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

any 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

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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.

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

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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.

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.

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

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the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2024.

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.

Other than as set forth in the table and described more 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 2024.

incentive plan

2 unchanged sentences

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

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.

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 member, Mr.

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.

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.

June 1, 2022, Private Dror entered into a consulting agreement (the “Englander Consulting Agreement”) with Mr.

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

Effective as of February 7, 2024,

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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;

The following table sets

forth information regarding the beneficial ownership of Common Stock as of February 18, 2025:

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.

each of our named executive

all directors and executive

officers as a group.

Unless otherwise indicated

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set forth in the following table are based on 956,997,116 shares of Common Stock and 5,847,937 shares of Preferred Stock, which are entitled

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

to cast an aggregate of 1,583,936,559 votes, outstanding as of February 18, 2025.

Name of Beneficial Owner (1)

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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

5 unchanged sentences

47,800,000 (5)

1,672,946 (5)

Yehuda Englander

1 unchanged sentence

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

beneficial ownership of less than 1%.

as expressly noted in the footnotes below, beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange

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 limitations.

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.

Represents (1) 4,545,454 shares of Common Stock held by Mr.

Haddad, and (2) 101,164,935 shares of Common Stock issuable upon the exercise of options upon that are exercisable within 60 days of February 18, 2025.

Represents (1) 47,800,000 shares of Common Stock held by Mr.

and (2) 53,211,317 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 February 18, 2025.

Represents (1) 47,800,000 shares of Common Stock held by Mr.

and (2) 53,211,317 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held by Shirat Hachaim Ltd.

Hachaim”) that are convertible within 60 days of February 18, 2025.

Hurvitz is the sole owner of Shirat Hachaim and has sole

voting and dispositive power over shares held by Shirat Hachaim.

Represents 47,800,000 shares of Common Stock held by Mr.

Represents 6,398,386 shares of Common Stock issuable upon the exercise

of options held by Mr.

Englander that are exercisable within 60 days of February 18, 2025.

Certain Relationships and Related Transactions, and Director

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a direct or indirect material interest.

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

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

stockholders.

We believe that we have executed

2 unchanged sentences

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.

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’

9 unchanged sentences

Accounting Fees

Our independent registered public

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

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.

From 2017 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

3 unchanged sentences

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.

fees for 2024 and 2023 primarily related to the audit of our annual consolidated financial statements for the 2024 and 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 2024 and

2023 fiscal year.

(2) Audit-related

fees billed in 2023 included services performed relating to the Share Exchange.

were no tax-related fees billed in 2024 or 2023.

were no other fees billed in 2024 or 2023.

Audit Committee Pre-Approval Policy and Procedures

4 unchanged sentences

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.

The functions of an

audit committee are undertaken by our Board.

Exhibit and Financial Statement Schedules.

3 unchanged sentences

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

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

of Operations

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

to the Financial Statements

(2) Financial Statement Schedules:

3 unchanged sentences

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)

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

and Eliyahu (Lee) Haddad (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Moshe Shvets (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Chaim Hurvitz (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Chaim Ravad (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Yehuda Englander (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Yaacov Bodner (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

2021 Share Incentive Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Securities Purchase Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc.

and certain purchasers identified therein (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Registration Rights Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc.

and certain purchasers identified therein (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Services Agreement, dated June 1, 2022, between Dror Ortho-Design Ltd.

and Yehuda Englander (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 18, 2023)

First Amendment to Services Agreement, dated February 7, 2023, between Dror Ortho-Design, Inc.

and Yehuda Englander

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)

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)

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)

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)

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)

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)

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)

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)

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)

of Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities

and Exchange Commission on April 1, 2024)

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)

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)

Indemnification

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

and Eliyahu (Lee) Haddad (incorporated by reference to Exhibit 10.3

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Indemnification

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

and Moshe Shvets (incorporated by reference to Exhibit 10.4

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Indemnification

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

and Chaim Hurvitz (incorporated by reference to Exhibit 10.5

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Indemnification

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

and Chaim Ravad (incorporated by reference to Exhibit 10.6

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Indemnification

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

and Yehuda Englander (incorporated by reference to Exhibit 10.7

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

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

and Yaacov Bodner (incorporated by reference to Exhibit 10.8

to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

Share Incentive Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 14, 2023)

Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 14, 2023)

Purchase Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc.

and certain purchasers identified therein (incorporated

by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14,

Rights Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc.

and certain purchasers identified therein (incorporated

by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14,

of Lock-Up Agreement (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 14, 2023)

Agreement, dated June 1, 2022, between Dror Ortho-Design Ltd.

and Yehuda Englander (incorporated by reference to Exhibit 10.4

to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 18, 2023)

First Amendment to

Services Agreement, dated February 7, 2023, between Dror Ortho-Design, Inc.

and Chaim Ravad

Letter from Sadler, Gibb & Associates, LLC to the Securities and Exchange Commission dated October 20, 2023 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2023)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 9, 2024)

and Yehuda Englander (incorporated by reference to

Exhibit 10.15 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1,

Agreement, dated February 7, 2023, between Dror Ortho-Design, Inc.

and Chaim Ravad (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the Securities

and Exchange Commission on April 1, 2024)

Amendment to Personal Employment, dated as of February 18, 2025, effective as of June 30, 2023, by and between Dror Ortho-Design Ltd.

and Eliyahu Haddad

Amendment to Personal Employment, dated as of February 18, 2025, effective as of February 5, 2025, by and between Dror Ortho-Design Ltd.

and Eliyahu Haddad

Amendment to Personal Employment, dated as of February 18, 2025, effective as of June 30, 2023, by and between Dror Ortho-Design Ltd.

and Moshe Shvets

Amendment to Personal Employment, dated as of February 18, 2025, effective as of February 5, 2025, by and between Dror Ortho-Design Ltd.

and Moshe Shvets

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on February 9, 2024)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Inline XBRL Instance Document

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* Filed herewith.

** Furnished herewith.

+ Management contract or compensatory plan or arrangement.

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contract or compensatory plan or arrangement.

Pursuant to the requirements

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DROR-ORTHO DESIGN, INC.

April 1, 2024

/s/ Eliyahu (Lee) Haddad

February 19, 2025

Eliyahu (Lee) Haddad

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Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Eliyahu (Lee) Haddad as his true and lawful attorneys-in-fact

and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities,

to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection

therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might

or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute

or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

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the capacities and on the dates indicated.

/s/ Eliyahu (Lee) Haddad

Chief Executive Officer and Director

Chief Executive Officer

(Principal Executive Officer and

April 1, 2024

February 19, 2025

Eliyahu (Lee) Haddad

Principal Financial and Accounting Officer)

/s/ Chaim Hurvitz

Director and Chairman of the Board

April 1, 2024

Financial and Accounting Officer)

Chaim Hurvitz

/s/ Moshe Shvets

Chief Technology Officer and

April 1, 2024

/s/ Chaim Ravad

April 1, 2024

/s/ Yehuda Englander

April 1, 2024

and Chairman of the Board

February 19, 2025

Chaim Hurvitz

Technology Officer and Director

February 19, 2025

Yehuda Englander

February 19, 2025

Yehuda Englander

DROR ORTHO-DESIGN, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Audited Condensed Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets F-4

Statements of Operations F-5

Consolidated Statements of Changes in Stockholders’ Equity F-6

Consolidated Statements of Cash Flows F-7

Notes to the Financial Statements F-8

Audited Consolidated Financial Statements

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements

of Operations

Consolidated Statements

of Changes in Stockholders’ Equity (Deficiency)

Consolidated Statements

of Cash Flows

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Dror Ortho-Design, Inc.

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of

operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred

to as the “Financial Statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Dror Ortho-Design Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements

of operations, changes in stockholders’ equity (deficiency), and cash flows for each of the years in the two-year period ended December

31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The financial statements are presented on a going

concern basis.

As described in Note 1 to the financial statements, the Company has not yet generated any material revenues, has suffered

recurring losses from operations with an accumulated deficit of $13,730,705 as of December 31, 2023, 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 accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

suffered recurring losses from operations and is dependent upon external sources for financing its operations.

These matters, among others,

raise substantial doubt about the Company’s ability to continue as a going concern.

As described in note 1 to the financial statements,

the Company is exploring additional fundraising opportunities.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

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standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

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 or fraud.

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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall financial statement presentation.

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to

the board of directors and that (1) relate to accounts or disclosures that are material to the financial statements and (2) are especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Share Exchange Transaction – Refer to Note 1 of the financial

Description of critical audit matter

As described in Note 1 to the financial statements,

the Company entered into a share exchange agreement with Dror Ortho-Design, Ltd., (“Private Dror”).

Pursuant to the agreement,

100% of the outstanding equity capital of Private Dror was exchanged for shares of common and preferred stock of the Company, so that

the Private Dror’s shareholders were issued common and preferred shares in the amount that resulted in them holding 56.1% of the

total voting rights in the Company.

In addition, the Company raised $5,225,000 as part of a private placement funding, and warrants and

options exercisable by its terms to Private Dror’s shares were exchanged to the Company.

As a result of the transaction, Private

Dror became a wholly-owned subsidiary of the Company.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures used to address the accounting

for the share exchange transaction included the following:

We obtained and reviewed the share exchange agreement and other related agreements and documents to evaluate

the Company’s application of relevant accounting standards to the transaction.

We reviewed the Company’s determination who the legal and accounting acquirer and acquiree were.

We reviewed the accounting treatment of the modification of warrants and options .

We evaluated the accuracy and completeness of the Company’s presentation of the share exchange agreement

in the financial statements, including evaluating whether disclosures were in accordance with relevant accounting standards.

As a result of the audit procedures applied, we reached

the conclusion that the Share Exchange Transaction was accounted for correctly in the financial statements as of December 31, 2023.

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2023.

/s/ Barzily and Co.

BARZILY AND CO., CPA’s

Jerusalem, Israel

April 1, 2024

DROR ORTHO-DESIGN, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2023

December 31, 2022

Current Assets:

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Total Current Assets

Noncurrent Assets:

Non-current Assets:

Property and equipment at cost, net of accumulated depreciation

Liabilities And Stockholders’ Equity

Liabilities And Stockholders’ Equity (DEFICIENCY)

Current Liabilities:

Accounts payable

Accrued royalties

Founders claim accrual

Accrued expenses and other payables

Registration Rights Agreement liability

Total Current Liabilities

Noncurrent Liabilities:

Non-current Liabilities:

Accrued severance

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Common stock, $ 0.0001 par value;

500,000,000 shares authorized;

3,254,475,740 and 500,000,000 shares authorized;

956,997,116 and 495,454,546 shares issued and outstanding at December 31, 2024 and 2023, respectively

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( 13,730,705 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

* The number of shares of Common

and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange.

Total Stockholders’ Equity (Deficiency)

Total Liabilities and Stockholders’ Equity (Deficiency)

The accompanying notes are an integral part of

these consolidated financial statements

DROR ORTHO-DESIGN INC.

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( 4,378,662 )

Financial income, net

Financial income (expense), net

Gain on retirement of royalty accrual

Total other income

Registration Rights Agreement expense

Total other income (expense)

Loss before provision for income taxes

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Basic and Diluted*

* The number of shares of Common

and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange.

* The number of shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange.

The accompanying notes are an integral part of

these consolidated financial statements

DROR ORTHO-DESIGN INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIENCY)

Preferred Stock

Treasury Stock

Additional Paid-In

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$ ( 13,730,705 )

Return of founders shares to the Company as part of claim settlement

Stock-based compensation

Conversion of Series A Preferred

Stock into Common Stock

( 4,615,426 )

Private Placement Investment, net of issuance costs ($ 571,796 )

Settlement of Treasury Stock prior to recapitalization

( 5,775,951 )

Reverse re-capitalization

Stock-based compensation

( 5,775,951 )

at December 31, 2024

$ ( 19,506,656 )

Balance at December 31, 2023

$ ( 367,994 )

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$ ( 10,162,822 )

Return of founders shares

to the Company as part of claim settlement

( 330,952,906 )

Private Placement Investment,

net of issuance costs ($571,796)

Settlement of Treasury Stock

prior to recapitalization

( 330,952,906 )

Reverse re-capitalization

Stock-based compensation

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( 3,567,883 )

Balance at December 31, 2022

at December 31, 2023

$ ( 13,730,705 )

* The number shares of Common and

Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange.

* The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange.

The accompanying notes are an integral part of

these consolidated financial statements

DROR ORTHO-DESIGN INC.

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$ ( 3,567,883 )

Adjustments to reconcile net loss to net cash used in operating activities

Stock-based compensation expense

Gain on retirement of royalty accrual

Foreign exchange differences

Changes in operating assets and liabilities:

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Accrued expenses and other payables

Registration Rights Agreement liability

Founders claim accrual

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Cash flows from investing activities:

Cash acquired in reverse merger

Net cash provided by investing activities

Cash acquired in reverse recapitalization

Purchase of property and equipment

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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Issuance costs

Net cash provided in financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash

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Shares issued at reverse recapitalization

Net liabilities assumed in merger

Net liabilities assumed in reverse recapitalization

Return of founders shares to the Company as part of claim settlement

Settlement of Treasury Stock prior to recapitalization

The accompanying notes are an integral part of

these consolidated financial statements

DROR ORTHO-DESIGN INC.

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NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The Company was incorporated as Novint Technologies,

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 a share exchange agreement, 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.

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 a share exchange agreement, 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,

(“Private Dror”) as its sole line of business.

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 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 and 7,576,999 shares of the Company’s 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 hold 56.1 % of the Company’s common stock equivalents based on the common and preferred

shares received in the Share Exchange.

The Share Exchange is being 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, 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.

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” or the “Common

Stock”) and 7,576,999 shares of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”).

to the terms of the Share Exchange, the Company raised $ 5,225,000 as part of a private placement funding (the “Private Placement”),

and the Private Placement Investors received 186,363,631 shares of common stock (the “Private Placement Shares”), 2,886,364

shares of Series A Preferred Stock and warrants to purchase shares of common stock (the “Private Placement Warrants”).

a result, Private Dror became a wholly owned subsidiary of the Company and the Private Dror shareholders hold 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.

references to common stock, 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 preferred stock to Private Dror’s stockholders, at an exchange ratio of 3,677.27 shares of the Company’s

common stock.

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

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Going Concern and Management’s Plans

The financial statements are presented on a going

concern basis.

The Company has not yet generated any material revenues, has suffered recurring losses from operations with an accumulated

deficit of $ 13,730,705 as of December 31, 2023, 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.

financial statements are presented on a going concern basis.

The Company has not yet generated any material revenues, has suffered recurring

losses from operations with an accumulated deficit of $ 19,506,656 as

of December 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.

The Company is exploring

additional fundraising opportunities.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying financial statements for the

years ended December 31, 2023 and 2022 have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

years ended December 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).

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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.

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.

Management utilizes various other estimates, including but not

limited to Registration Rights Agreement liability, 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

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pursuant to ASC 830, “Foreign Currency Matters”.

The functional currency of the Company and its subsidiary is the United States

Dollar (“US$”) as the U.S.

The functional currency of the Company and its subsidiary is the United

States Dollar (“US$”) 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 US$.

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 accompanying financial statements have been expressed in US$.

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 US Dollar

to the Israeli Shekel was 3.627 and 3.519 as of December 31, 2023 and 2022, respectively.

The exchange rate

of the US Dollar to the Israeli Shekel was 3.647 and 3.627 as of December 31, 2024 and 2023, respectively.

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.

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 December 31, 2023 and 2022, the Company

had $ 145,168 and $ 643,658 , respectively, in excess of the FDIC insurance limit.

As of December 31, 2024 and 2023, the

Company had $ 0 and $ 145,168 , respectively, in excess of the FDIC insurance limit.

As of December 31, 2024 and 2023, the Company had $ 544,175

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Research and Development

The Company expenses all research and development costs as they are

Research and development includes 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.

The Company expenses all research and development

costs as they are incurred.

Research and development includes 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.

Share–based compensation

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as an expense on a straight-line basis over the requisite service periods in the Company’s statement of operations.

The fair value of an option award is estimated on the date of grant

using the Black–Scholes option valuation model.

The Black–Scholes option valuation model requires the development of assumptions

that are inputs into the model.

These assumptions are the expected stock volatility, the risk–free interest rate, the expected life

of the option, the dividend yield on the underlying stock and the expected forfeiture rate.

Since the Company does not have sufficiant

historical data regarding its volatility of its common stock, the expected volatility used is based on volatility of similar publicly

listed companies in comparable industries.

Risk–free interest rates are calculated based on continuously compounded risk–free

rates for the appropriate term.

Determining the appropriate fair value model and

calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above.

The assumptions

used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent

uncertainties and the application of management’s judgment.

The fair value of an option award is estimated

on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes option valuation model requires the

development of assumptions that are inputs into the model.

These assumptions are the expected stock volatility, the risk–free interest

rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate.

Since the Company

does not have sufficient historical data regarding its volatility of its common stock, the expected volatility used is based on volatility

of similar publicly listed companies in comparable industries.

Risk–free interest rates are calculated based on continuously compounded

risk–free rates for the appropriate term.

Determining the appropriate fair value model

and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above.

The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates,

which involve inherent uncertainties and the application of management’s judgment .

The Company accounts for income taxes using the

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Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment

A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will not be

realized in future periods.

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the

enactment date.

A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will

not be realized in future periods.

The Company follows the guidance in ASC Topic

740-10 in assessing uncertain tax positions.

The standard applies to all tax positions and clarifies the recognition of tax benefits in

the financial statements by providing for a two-step approach of recognition and measurement.

The standard applies to all tax positions and clarifies the recognition of tax benefits

in the financial statements by providing for a two-step approach of recognition and measurement.

The first step involves assessing whether

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of the amount to be recognized.

Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit

that is greater than 50 % likely of being realized upon ultimate finalization with the taxing authority.

The Company recognizes the impact

of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained

by the relevant taxing authority.

The Company will recognize interest and penalties related to tax positions in income tax expense.

of both December 31, 2023 and 2022, there were no unrecognized uncertain income tax positions.

Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax

benefit that is greater than 50 % likely of being realized upon ultimate finalization with the taxing authority.

The Company recognizes

the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to

be sustained by the relevant taxing authority.

The Company will recognize interest and penalties related to tax positions in income tax

As of both December 31, 2024 and 2023, there were no unrecognized uncertain income tax positions.

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.

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,

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therefore, basic and diluted loss per common share is the same.

Each Series A

Preferred Stock is convertible into 100 shares of Common Stock, and is included in the table as if converted.

A Preferred Stock is convertible into 100 shares of Common Stock, and is included in the table as if converted.

As of December 31, 2024

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Reclassification

General and administrative expenses totaling $ 127,453

and $ 19,908 for the year ended December 31, 2022 were reclassified to research and development and share-based compensation, respectively,

to conform with current year presentation.

The reclassifications had no effect on the net loss for the year ended December 31, 2022.

General and administrative expenses amounting

to $ 59,027 were reclassified to research and development expenses for the year ended December 31, 2023, to conform with current period

presentation.

The reclassification had no effect on the net loss for the year ended December 31, 2023 .

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No.

Measurement of Credit Losses on Financial Instruments (“ASU2016-13”), as amended by ASU 2019-10.

ASU 2016-13 will change

how companies account for credit losses for most financial assets and certain other instruments.

For trade receivables, loans and held-to-maturity

debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the

ASU2016-13 is effective for the Company for the annual reporting period beginning January 1, 2023.

The Company adopted this guidance

for the year ended December 31, 2023, however there was no impact to the financial statements.

Note 3 – Prepaid expenses and other current assets:

In November 2024, the FASB issued ASU 2024-03,

“Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed

information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion)

included in certain expense captions presented on the face of the income statement.

ASU 2024-03is effective for fiscal years beginning

after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this

ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact

of adopting this guidance on its condensed consolidated financial statements and related disclosures.

The adoption of this pronouncement

is not expected to have a material impact on the Company’s condensed consolidated financial statements

In December 2023, the FASB issued ASU No.

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

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.

In November 2023, the FASB issued ASU 2023-07

“Segment Reporting:

Improvements to Reportable Segment Disclosures”.

This guidance expands public entities’ segment

disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision

maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment

items, and interim disclosures of a reportable segment’s profit or loss and assets.

The guidance is effective for fiscal years

beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements.

adoption of the ASU did not have a material impact on its consolidated financial statements related disclosures (See Note 17).

In October 2023, the FASB issued ASU 2023-06

“Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,”

which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”).

The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification topics,

allow investors to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously

subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

The effective date for

each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes

effective, with early adoption prohibited.

The amendments in this ASU should be applied prospectively.

The Company does not expect ASU

2023-06 will have a material impact to its consolidated financial statements or related disclosures.

– RECEIVABLES AND PREPAID EXPENSES:

VAT receivable

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Property and equipment, net

Depreciation expense was $ 670 for both of the

years ended December 31, 2023 and 2022, respectively.

Note 5 – Accrued expenses:

Depreciation expense was $ 4,035 and $ 670 for

the years ended December 31, 2024 and 2023, respectively.

– ACCRUED EXPENSES:

Salary and related expenses

3 unchanged sentences

Other expenses

NOTE 6 – REGISTRATIONS RIGHTS AGREEMENT LIABILITY:

In connection with the Private Placement, on

August 14, 2023, the Company entered into a registration rights agreement with the Private Placement Investors (together with all attachments

and exhibits thereto, as each may be amended or modified from time to time, the “Registration Rights Agreement”), pursuant

to which the Company agreed to register, among other registrable securities (as further described in the Registration Rights Agreement),

on Form S-1 (or, if the Company is then eligible, on Form S-3) with the Securities and Exchange Commission (the “SEC”):

the Private Placement Shares, (ii) the shares of Common Stock underlying the shares of Series A Preferred Stock (the “Conversion

Shares”), (iii) the shares of Common Stock underlying the Private Placement Warrants issued to the Private Placement Investors

(the “Warrant Shares”), and (iv) the shares of the Company’s common stock underlying the securities issued to the investors

who, on or about December 6, 2021, participated in the $ 3,000,000 private placement financing (the “December 2021 Shares”

and, together with the Private Placement Shares, the Conversion Shares, the Warrant Shares, collectively, the “Registrable Securities”).

Under the Registration Rights Agreement, among

other things, if a registration statement registering the resale of the Registrable Securities is not filed by the 45th calendar date

following the date of the Registration Rights Agreement and if such registration statement is not declared effective by the SEC by the

135th calendar day (or, in the event of a “full review” by the SEC, the 165th calendar day) following the date of the Registration

Rights Agreement, then the Company was required to pay as partial liquidated damages in amount equal to the product of 1.0 % multiplied

by the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) paid by such investor pursuant to the Securities

Purchase Agreement every calendar month (pro-rated for periods totaling less than a calendar month) until filed.

Such liquidated damages

would bear interest at the rate of 18 % per annum (or such lesser maximum amount that is permitted to be paid by applicable law), accruing

daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

to Section 6(e) of the Registration Rights Agreement, the provisions of the Registration Rights Agreement may be amended by obtaining

the written consent of the Company and the Private Placement Investors holding 50.1 % or more of the then-outstanding Registrable Securities

(the “Required Holders”).

On February 9, 2024, the Company filed a registration statement on Form S-1 registering for resale

the Registrable Securities, which was declared effective by the SEC on June 14, 2024.

On August 13, 2024, the Company and the Required

Holders entered into an Amendment to the Registration Rights Agreement (“Registration Rights Agreement Amendment”), pursuant

to which effective retroactively to September 28, 2023, (i) the date in which a registration statement registering the resale of the

Registrable Securities (the “Registration Statement”) is required to be filed pursuant to the Registration Rights Agreement

was amended to February 9, 2024, and (ii) the date in which the Registration Statement is required to be declared effective by the SEC

pursuant to the Registration Rights Agreement was amended to June 14, 2024.

In consideration for entering into the Registration Rights

Agreement Amendment, the Company agreed to pay the Private Placement Investors the liquidated damages equal to the amount that would

otherwise have accrued pursuant to the Registration Rights Agreement, without giving effect to the Registration Rights Agreement Amendment,

which became due and payable upon signing the Registration Rights Agreement Amendment on August 13, 2024, and which did not become due

or payable prior to such date.

The Company recorded $ 520,000 as Registration Rights Agreement Liability in

respect of the Registration Rights Agreement Amendment.

This liability does not bear interest and a repayment date has not yet been determined.

NOTE 7 – FOUNDERS CLAIM ACCRUAL:

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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.

claims at $ 240,000 which included amounts representing the repayment of a loan, reimbursement of expenses and an amount for pain and

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.

2 unchanged sentences

NOTE 8 – ACCRUED ROYALTIES:

Accrued royalties related to the Company’s licensing agreements

with various parties that provided gaming software to the Company.

These licensing agreements contain obligations to pay royalty fees

ranging from 5 % to 50 % of either gross or net revenue, and a flat fee per end user of $ 0.50 , subject to an obligation to pay minimum annual

royalties of $ 50,000 as specified in the licensing agreements.

As part of the Share Exchange, the Company assumed accrued royalties in

the amount of $ 714,194 , and accrued an additional $ 6,438 subsequent to the Share Exchange.

As the statute of limitations for the collection

of the royalties had passed, the Company retired the royalty accrual amounting to $ 720,632 during the fourth quarter of 2023 and ceased

to accrue any further amounts.

Accrued royalties related to the Company’s

licensing agreements with various parties that provided gaming software to the Company.

These licensing agreements contain obligations

to pay royalty fees ranging from 5 % to 50 % of either gross or net revenue, and a flat fee per end user of $ 0.50 , subject to an obligation

to pay minimum annual royalties of $ 50,000 as specified in the licensing agreements.

As part of the Share Exchange, the Company assumed

accrued royalties in the amount of $ 714,194 , and accrued an additional $ 6,438 subsequent to the Share Exchange.

As the statute of limitations

for the collection of the royalties had passed, the Company retired the royalty accrual amounting to $ 720,632 during the fourth quarter

of 2023 and ceased to accrue any further amounts.

NOTE 9 – ACCRUED SEVERANCE:

Under Israeli law, companies are required to make

severance payments to terminated Israeli employees.

The severance reserve is calculated based on the employee’s last salary and

period of employment.

A portion of the severance pay and pension obligation is covered by payment of monthly premiums to insurance companies/

policies under approved plans and to pension funds.

The deposits presented in the balance sheet include profits accumulated to the balance

The amounts funded as above are not reflected in the balance sheet since they are not under the control and management of

A portion of employee severance payments are subject to the terms of section 14 of the Israeli Severance Pay Law, 1963, according to which the Company’s current deposits in pension funds and/or in policies in insurance companies exempt it from any additional undertaking towards employees, for which the aforementioned amounts were deposited.

Israeli law generally requires payment of severance

pay upon dismissal of an employee or upon termination of employment in certain other circumstances.

The Israel pension and severance

pay liability to employees are covered mainly by regular deposits with recognized pension and severance pay funds under the employees’

names and through the purchase of insurance policies.

The deposits presented in the balance sheet include profits accumulated to the

balance sheet date.

The amounts funded as above are not reflected in the balance sheet since they are not under the control and management

of the Company.

Although certain employees have waived their rights to receive severance pay on a portion of their salaries, the Company

has recorded a provision for the full amount that would have been required under Israeli labor law.

Severance liability

Funded portion

Severance liability, net of funded portion

NOTE 10 – COMMITMENTS AND CONTINGENCIES:

Israel Innovation Authority

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).

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 December 31, 2023 and 2022 is approximately $ 1.12 and $ 1.08 million, respectively.

and development expenditures under grant programs sponsored by the Israel Innovation Authority (“IIA”) (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,

in accordance with the terms of the grant, the Company is required 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

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 can increase in the event of production outside of Israel or the sale of any intellectual

property developed under the grant to a non-Israeli entity.

The current contingent royalty obligation as of December 31, 2024 and 2023

is approximately $ 1.18 and $ 1.12 million, respectively.

Legal proceedings

From time to time in the normal course of business,

6 unchanged sentences

organization and entered a state of war.

As of the date of these consolidated financial statements, the war in Israel is ongoing and continues

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 year ended December 31, 2023, 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

Currently, such activities in Israel

remain largely unaffected.

During the year ended December 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.

NOTE 11 – STOCKHOLDERS’ EQUITY:

2 unchanged sentences

beginning of the earliest period presented.

On January 4, 2024, the Company filed its Amended and Restated Certificate of Incorporation, which provided for the number of authorized

shares of the Company’s common stock, par value $ 0.0001 per share, to be increased from 500,000,000 to 3,254,475,740 .

shares of common stock are entitled to vote on a 1 share/1 vote basis .

The Company had 495,454,546 and 437,735,093 shares of common stock

issued and outstanding as of December 31, 2023 and 2022, respectively.

On January 4, 2024, the Company filed its Amended

and Restated Certificate of Incorporation, which provided for the number of authorized shares of the Company’s common stock, par

value $ 0.0001 per share, to be increased from 500,000,000 to 3,254,475,740 .

All issued shares of common stock are entitled to vote on

a 1 share/1 vote basis .

The Company had 956,997,116 and 495,454,546 shares of common stock issued and outstanding as of December 31,

2024 and 2023, respectively.

Holders of our common stock have no preemptive,

13 unchanged sentences

classified as Treasury Stock and were retired as part of the Share Exchange Agreement.

Pursuant to the terms of the Share Exchange, the

Company raised $ 5,225,000 as part of a private placement funding, $ 5,025,000 from a first closing on August 14, 2023 and an additional

Pursuant to the terms of the Share Exchange,

the Company raised $ 5,225,000 as part of the Private Placement, $ 5,025,000 from a first closing on August 14, 2023 and an additional

$ 200,000 from a second closing on September 13, 2023.

1 unchanged sentence

2,886,364 shares of Series A Preferred Stock.

Transaction expenses relating to the private placement

funding and for the Share Exchange totaled $ 571,796 , and are offset against the proceeds in Additional Paid-In Capital recorded as part

of the private placement funding and the Share Exchange.

Transaction expenses relating to the private

placement funding and for the Share Exchange totaled $ 571,796 , and are offset against the proceeds in Additional Paid-In Capital recorded

as part of the Private Placement and the Share Exchange.

Preferred Stock

1 unchanged sentence

of $ 0.0001 par value non-redeemable preferred stock.

As of December 31, 2022, 7,576,999 shares of Series A Preferred Stock were

During the third quarter of 2023, as a result of the private placement funding, 2,886,364 shares of Series A Preferred Stock

were issued to investors.

As of December 31, 2024 and 2023, 5,847,937 and 10,463,363 shares of Series

A Preferred Stock were outstanding, respectively.

The following is a summary of the principal terms

of the Series A Preferred Stock as set forth in the Certificate of Designation.

The Series A Preferred Stock is convertible into

common stock at any time at a conversion price of $ 0.011 , or 100 shares of Common Stock for each share of Preferred A Stock, subject to

adjustment for certain anti-dilution provisions set forth in the Series A Certificate of Designation.

Upon conversion the shares of Series

A Preferred Stock will resume the status of authorized but unissued shares of preferred stock of the Company.

The holders of Series A Preferred Stock will be

entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock,

The Series A Preferred Stock has a Stated Value

of $ 1.10 and is convertible into common stock at any time at a conversion price of $ 0.011 , or 100 shares of Common Stock for each share

of Preferred A Stock, subject to adjustment for certain anti-dilution provisions set forth in the Series A Certificate of Designation.

Upon conversion the shares of Series A Preferred Stock will resume the status of authorized but unissued shares of preferred stock of

During the year ended December 31, 2024, holders of the Series A Preferred Stock converted 4,615,426 of Series A Preferred

Stock into 461,542,570 shares of Common Stock.

The holders of Series A Preferred Stock will

be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock,

when and if actually paid.

Voting Rights

The shareholders of Series A Preferred Stock are

entitled to vote with holders of the Company’s common stock, on all matters that such holders of Common Stock are entitled to vote

upon, in the same manner and with the same effect as the holders of Common Stock, voting together with the holders of Common Stock as

a single class.

Each share of Preferred Stock shall entitle the shareholder to cast that number of votes per share of Preferred Stock

equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible (after giving effect to certain

The shareholders of Series A Preferred Stock

are entitled to vote with holders of the Company’s common stock, on all matters that such holders of Common Stock are entitled

to vote upon, in the same manner and with the same effect as the holders of Common Stock, voting together with the holders of Common

Stock as a single class.

Each share of Preferred Stock shall entitle the shareholder to cast that number of votes per share of Preferred

Stock equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible (after giving effect to certain

limitations on conversion, as applicable).

10 unchanged sentences

to common stock which amounts shall be paid pari passu with all holders of common stock.

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.

Prior to the Share Exchange, there were 510,794,865

warrants to purchase shares of common stock 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 shares of common stock 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.

On April 17, 2024, the Board of Directors approved

the issuance of 10,454,500 warrants to purchase shares of Common Stock to Oriole Avenue Inc.

(“Oriole”) (see Note 16) with

the same terms as the warrants issued to the Private Dror Shareholders.

The warrants were issued to an investor in respect of services

to be performed pursuant to the Oriole Consulting Agreement concluding July 15, 2024.

The fair value of the warrants on the date of issuance

was $ 35,814 , which was recognized as general and administrative expense in the Statement of Operations.

The aggregate fair value of $ 35,814

was calculated using the Black-Scholes pricing model with the following assumptions:

(i) expected life of 5 years, (ii) volatility of

77.10 %, (iii) risk free rate of 4.62 % (iv) dividend rate of zero , (v) stock price of $ 0.01 , and (vi) exercise price of $ 0.033 .

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 our common stock for 20 consecutive trading days is at least 300 % of the exercise price of the warrants,

(ii) the dollar trading volume of our 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.

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.

Weighted Average

Average Remaining Aggregate

Number of Exercise Contractual Intrinsic

Warrants Shares Price Term Value

Balance Outstanding, January 1, 2023 510,794,865 $ 0.02 1.73 $ 13,263

Granted 474,999,993 0.03 - -

Forfeited ( 20,960,439 ) -

Balance Outstanding, December 31, 2023 964,834,419 $ 0.03 5.00 $ -

( 20,960,439 )

Granted 10,454,500 0.03 5.00 -

Balance Outstanding, December 31, 2024 975,288,919 $ 0.03 4.00 $ -

Exercisable, December 31, 2024 975,288,919 $ 0.03 4.00 $ -

The aggregate intrinsic value in the table above represents the total

intrinsic value, based on the Company’s closing common stock price of $ 2.72 , $ 2.33 , and $ 0.01 as of December 31, 2023, 2022 and

2021, respectively, which would have been received by the warrant holders had all warrant holders exercised their warrants as of that

The aggregate intrinsic value in the table above

represents the total intrinsic value, based on the Company’s closing common stock price of $ 0.01 , $ 0.01 , and $ 0.00 as of December

31, 2024, 2023 and 2022, respectively, which would have been received by the warrant holders had all warrant holders exercised their

warrants as of that date.

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 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.

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 were exchanged and the Company was 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 yet formalize the actual options exchange agreements, had not yet filed

a new Equity Incentive Plan with the Israeli tax authorities and did not have enough available authorized shares underlying the options

to be issued at the time of the Share Exchange, 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.

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

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

additional shares to cover the employee stock options and in 2024 prepared all the legal filings for the establishment of the 2023 Plan.

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 aggregate fair value was calculated

using the Black-Scholes pricing model with the following assumptions:

(i) expected life of 5 years, (ii) volatility of 78.87 %, (iii)

risk free rate of 4.36 % (iv) dividend rate of zero , (v) stock price of $ 0.0288 , and (vi) exercise price of $ 0.0037 .The increase in value

due to the modification was $ 4,261,809 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 were

recorded over the remaining vesting period.

On June 17, 2024, the Board of Directors approved

the issuance of 21,122,239 fully-vested options to purchase shares of Common Stock to the chairman of the Board of Directors.

value of the options on the date of issuance was $ 170,920 , which was recognized as share-based compensation expense in the Statement

of Operations.

The aggregate fair value of $ 170,920 was calculated using the Black-Scholes pricing model with the following assumptions:

(i) expected life of 5 years, (ii) volatility of 76.58 %, (iii) risk free rate of 4.30 % (iv) dividend rate of zero , (v) stock price of

$ 0.01 , and (vi) exercise price of $ 0.0037 .

The following table summarized the option activity for the years ended

December 31, 2024 and 2023:

Term (in years)

Weighted Average

Average Remaining Aggregate

Number of Exercise Contractual Intrinsic

Options Shares Price Term (in years) Value

Balance Outstanding, January 1, 2023 163,142,084 $ 0.004 8.96 $ -

( 21,122,239 )

Balance Outstanding, December 31, 2022

Granted (Share Exchange) -

0.004 - 4,070,727

Forfeited (Share Exchange) -

Balance Outstanding, December 31, 2023 163,142,084 $ 0.004 9.62 $ 1,003,656

Granted 21,122,239 0.004 10.0 -

Balance Outstanding, December 31, 2024 184,264,323 $ 0.004 8.68 $ 350,102

Exercisable, December 31, 2024 181,065,098 $ 0.004 8.68 $ $ 344,024

Share-based compensation expense for the years ended

December 31, 2023 and 2022 amounted to $ 2,253,793 and $ 19,908 , respectively.

Share-based compensation relating to general and administrative

expenses amounted to $ 1,612,173 and 14,146 for the years ended December 31, 2023 and 2022, respectively.

Share-based compensation relating

to research and development expenses amounted to $ 641,620 and 5,762 for the years ended December 31, 2023 and 2022, respectively.

fair value of stock options that fully vested during the years ended December 31, 2023 and 2022 was $ 1,420,603 and $ 19,225 , respectively.

The weighted average grant date fair value for options granted during the years ended December 31, 2023 and 2022 was $ 0.03 and $ 1.38 ,

respectively, using the Black Scholes valuation method.

As of December 31, 2023, there was $ 2,047,973

of unrecognized compensation cost related to non-vested share-based compensation, which will be amortized over a weighted average period

of 0.96 years.

The aggregate intrinsic value in the table above represents the total

intrinsic value, based on the Company’s closing stock price of $ 2.72 , $ 2.33 , and $ 0.01 as of December 31, 2023, 2022 and 2021, respectively,

which would have been received by the option holders had all option holders exercised their options as of that date.

Share-based compensation expense for the years

ended December 31, 2024 and 2023 amounted to $ 2,246,033 and $ 2,253,793 , respectively.

Share-based compensation relating to general and

administrative expenses amounted to $ 1,673,270 and $ 1,612,173 for the years ended December 31, 2024 and 2023, respectively.

compensation relating to research and development expenses amounted to $ 572,763 and $ 641,620 for the years ended December 31, 2024 and

2023, respectively.

The fair value of stock options that fully vested during the years ended December 31, 2024 and 2023 was $ 1,612,841

and $ 1,420,603 , respectively.

The weighted average grant date fair value for options granted during the years ended December 31, 2024

and 2023 was $ 0.01 and $ 0.03 , respectively, using the Black Scholes valuation method.

of December 31, 2024, there was $ 39,171 of unrecognized compensation

cost related to non-vested share-based compensation, which will be amortized over a weighted average period of 0.5 years.

The aggregate

intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $ 0.01 , $ 0.01 ,

and $ 0.00 as of December 31, 2024, 2023 and 2022, respectively, which would have been received by the option holders had all option holders

exercised their options as of that date.

NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES:

1 unchanged sentence

For the Year Ended

Subcontractors

Consultants and others

Subcontractors and consultants

NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES:

3 unchanged sentences

Professional fees

Rent and utilities

Office expense

Note 13 – Finance income, net:

NOTE 14 – FINANCE INCOME (EXPENSE), NET:

The components of finance income, net are as follows:

1 unchanged sentence

Exchange differences

Note 14 – Income Taxes:

The Company files corporate income tax returns in the United States

(federal), in New York (state), and in Israel (foreign).

The Company is subject to federal, state and local income tax examinations by

tax authorities for the tax years 2020 through 2023.

The Israeli subsidiary tax reports through 2017 are considered final assessments

in accordance with the provisions of section 145 of the Income Tax Ordinance.

As of December 31, 2023, the Company had federal net

operating loss carry forwards of $ 32.8 million.

Federal net operating losses generated prior to January 1, 2018, amounting to $ 32.0 million,

may be offset against future taxable income, subject to limitation under IRC Section 382, which begin to expire in 2024 if not utilized

prior to that date, and fully expire during various years through 2037 for federal purposes.

Net operating losses generated after January

1, 2018, amounting to $ 0.8 million, no longer have an expiration but are limited to 80 % of taxable income.

Tax loss carryforwards in Israel

amount to approximately USD 9.9 million, (NIS 36.5 million) as of December 31, 2023, and do not expire.

There are also Israeli capital

loss carryforwards amounting to $ 0.3 million (NIS 1.1 million) that can be offset only against capital gains but do not expire.

– INCOME TAXES:

The Company files corporate income tax returns

in the United States (federal), in New York (state), and in Israel (foreign).

The Company is subject to federal, state and local income

tax examinations by tax authorities for the tax years 2021 through 2024.

The Israeli subsidiary tax reports through 2017 are considered

final assessments in accordance with the provisions of section 145 of the Income Tax Ordinance.

As of December 31, 2024, the Company had federal

net operating loss carry forwards of $ 33.3 million.

Federal net operating losses generated prior to January 1, 2018, amounting to $ 32.1

million, may be offset against future taxable income, subject to limitation under IRC Section 382, which begin to expire in 2025 if not

utilized prior to that date, and fully expire during various years through 2037 for federal purposes.

Net operating losses generated after

January 1, 2018, amounting to $ 1.3 million, no longer have an expiration but are limited to 80 % of taxable income.

Tax loss carryforwards

in Israel amount to approximately USD $ 13.0 million, (NIS 45.3 million) as of December 31, 2024, and do not expire.

There are also Israeli

capital loss carryforwards amounting to $ 0.3 million (NIS $ 1.1 million) that can be offset only against capital gains but do not expire.

The company does not incur a provision for income taxes because the

Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets due to

the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available

positive and negative evidence.

The valuation allowance overall increased by approximately

3 unchanged sentences

federal statutory rate to the income tax provision for the years ended December 31, 2024 and 2023 is as follows:

Year ended December 31,

Income before income taxes

2 unchanged sentences

Taxes under statutory US tax rates

( 1,212,950 )

Foreign Rate Differential

( 7,163,604 )

Prior period adjustments

Expired net operating loss

2 unchanged sentences

Income tax expense

The increase in the Company’s net valuation allowance

was mainly due to the reverse merger and continued net operating losses from ongoing operations.

The increase in the Company’s net valuation

allowance was mainly due to continued net operating losses from ongoing operations.

Deferred income taxes reflect the net tax effects

of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income

tax purposes.

of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for

income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities consist of the following:

3 unchanged sentences

Stock-based compensation

and development

Deferred asset before valuation

Research and development

Deferred asset before valuation allowance

Valuation allowance

( 11,327,652 )

( 9,951,550 )

deferred tax asset

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary

differences become deductible.

Net deferred tax asset

In assessing the realization of deferred tax

assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

those temporary differences become deductible.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.

The Company has provided

a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

The Company’s policy is to record interest

6 unchanged sentences

December 31, 2024 and 2023 related to unrecognized tax benefits.

NOTE 15 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through

the date these financial statements were issued.

In the opinion of management, there were no subsequent events that would require disclosure

or adjustments to the accompanying financial statements through the date the financial statements were issued other than the following:

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 and to make a corresponding change to the number of authorized shares of capital stock.

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.

During the first quarter of 2024, the Company

submitted a request to the Israeli Income Tax Authority, for the approval of a plan for the issuance of employee stock options via a trustee

as defined in section 102 of the Income Tax Ordinance.

During 2021, the Company submitted a request

to the Israeli Income Tax Authority, for the approval of a plan for the issuance of employee stock options via a trustee as defined in

section 102 of the Income Tax Ordinance.

The Company chose a capital taxation route that would apply to the Company’s employees

and undertook to deduct the full tax applicable to employees before shares are issued to an employee.

On February 1, 2024, we entered into a consulting agreement with a

director, pursuant to which, in consideration for certain services provided as a board member, the director would 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 .

On February 1, 2024, the Company amended an agreement with an additional

director, which increased the monthly cash fee in respect of the services provided to $ 2,500 , plus applicable VAT.

NOTE 16 – RELATED PARTY TRANSACTIONS:

Director Consulting Services

June 1, 2022, the Company entered into a consulting agreement (the “Englander Consulting Agreement”) with Yehuda Englander,

a director of the Company, pursuant to which, in consideration for certain financial and strategic consulting services, Mr.

will receive a cash fee of NIS 3,500 each month and was also granted 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 which vest in three tranches on the first, second, and third anniversary

of the date of the Englander Consulting Agreement (See note 11).

The options are subject to accelerated vesting upon an exit event.

February 7, 2024, the Company amended the Englander Consulting Agreement, which provides that Mr.

Englander’s monthly cash fee

in respect of the services provided is equal to $ 2,500 and in addition to the monthly fee, Mr.

Englander is entitled to expense reimbursement

in an amount not to exceed $ 500 .

Consulting services paid to the Mr.

Englander recorded as general and administrative expenses for the

years ended December 31, 2024 and 2023 was $ 31,153 and $ 11,383 , respectively.

Accrued expense balances in respect of the Englander Consulting

Agreement at December 31, 2024 and 2023 were $ 3,000 and $ 7,720 , respectively.

On February 7, 2024, the Company entered into

a consulting agreement (the “Ravad Consulting Agreement”) with Chaim Ravad, a director of the Company, pursuant to which,

in consideration for certain services provided as a board member, Mr.

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

The Ravad Consulting

Agreement was terminable by either party upon 30 days written notice to the other party and terminated automatically once Mr.

Ravad received

fees in the aggregate amount of $ 55,000 .

Consulting services paid to Mr.

Ravad recorded as general and administrative expenses was $ 55,000

and $ 0 for the years ended December 31, 2024 and 2023, respectively.

Accrued expense balances in respect of the Ravad Consulting Agreement

at December 31, 2024 and 2023 were $ 5,000 and $ 0 , respectively.

Shareholder Consulting Services

August 8, 2023, the Company entered into a consulting agreement (the “Oriole Consulting Agreement”) with Oriole Avenue Inc.

(“Oriole”), an entity owned by Yaacov Bodner, a stockholder of the Company, pursuant to which, in consideration for certain

shareholder, investors relations and general consultancy services, Oriole is 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 was 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 $ 35,814 which was amortized

over the remaining service period (See note 11).

Consulting services paid to Oriole recorded as general and administrative expenses for

the years ended December 31, 2024 and 2023 was $ 87,000 and $ 58,000 , respectively.

NOTE 17 – SEGMENT REPORTING:

ASC 280, “Segment Reporting” establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure

as well as information about services categories, business segments and major customers in financial statements.

The Company has only

one reportable segment, the Platform Segment, as all their research and development activities are related the development of the Company’s

Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated

financial statements.

The Company adheres to the provisions of ASC

280, Segment Reporting, which establishes standards for the way public business enterprises report information about operating segments

in annual financial statements and requires that those enterprises report selected information about operating segments in financial

statements issued to shareholders.

As the Company is currently involved in the development of one product, the Platform, the Company

has determined that it operates in a single reportable segment.

The Company’s Chief Operating Decision Maker (CODM), its Chief

Executive Officer (CEO), reviews the consolidated results of operations when making decisions about allocating resources and assessing

the performance of the Company as a whole and, hence, the Company has only one reportable segment.

The Company’s assets are located

NOTE 18 – SUBSEQUENT EVENTS:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures