What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-19 · 1090 added, 1128 removed, 576 unchanged (79% 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

Our principal executive officer

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

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

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

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

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

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

Internal Control over Financial Reporting

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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, 2024.

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, 2025.

During the year ended December

31, 2025, 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.

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.

a Chief Financial Officer that can oversee day to day operations and the financial reporting function.

This Annual Report does not

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

Planned Remediation of Material Weaknesses

The Company has begun remediation

efforts and, until it has sufficient internal technical accounting resources, has engaged external consultants to support and assist with

the evaluation of more complex applications of U.S.

GAAP to aid in remediating the material weakness.

The Company is also enhancing corporate

oversight over process level controls and structures to ensure appropriate assignment of authority.

These remediation efforts

are ongoing and include, or are expected to include, the following:

● Actively recruiting and hiring a Chief Financial

Officer with appropriate public company experience and expertise in U.S.

GAAP and SEC reporting to oversee day to day operations and the

financial reporting function, and increasing personnel resources and technical accounting expertise within the accounting function (and,

until sufficient internal resources are in place, continuing to utilize external consultants to support complex GAAP matters).

● Engaging internal control consultants to perform

a financial reporting risk assessment and to assist in identifying and designing the system of internal controls necessary to mitigate

the risks identified.

● Preparing written documentation of internal control

policies and procedures across key business processes.

● Strengthening corporate governance.

While the Company aims to

segregate duties as much as practicable, the current volume of transactions does not currently justify additional full time staff.

a result, the Company may not be able to fully remediate the material weakness until it has sufficient resources, at which time it expects

to hire additional personnel.

The Company will continue to monitor and assess the costs and benefits of additional staffing.

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, 2024 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, 2025 that have materially affected,

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

Other Information

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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Officers and Directors

The following persons became

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

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 February 26, 2026:

Eliyahu (Lee) Haddad

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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.

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 2021.

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

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

Over the course of his 30-year

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.

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

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

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

Haddad received a bachelor’s

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

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

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

Shvets has served as

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

Shvets has 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 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.

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

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

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

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

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

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

Hurvitz received

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

We believe that Mr.

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

Hurvitz’s 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,

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.

In his capacity as our director, Mr.

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

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

a graduate of Hebron Yeshiva.

Yehuda Englander

Englander has served

as a director since December 6, 2021.

Englander 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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Involvement in Certain Legal Proceedings

None of the members of the

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

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

In 1992, simultaneously with the institution of administrative proceedings against Mr.

Haddad, the Company’s

Chief Executive Officer and Director, in connection with certain alleged violations of SEC rules, the Securities and Exchange Commission

Haddad’s settlement offer to be permanently barred from association with any broker, dealer, municipal securities dealer,

investment advisor, or investment company.

Haddad is not barred from being an officer or director of a public company.

Additionally, none of the members of the Board or our executive officers has, in the last ten years, been involved

in any legal proceeding of the type described under Item 103(c)(2) or Item 401(f) of Regulation S-K.

Director Independence

Our Common Stock is quoted

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

We also have not

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

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

We expect our Board, in the

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

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

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

on a national securities exchange.

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

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

S-K, as promulgated by the SEC.

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

have an audit committee in place.

Our Common Stock is quoted on the OTC Pink Market operated by the OTC

Markets Group Inc., which does not have director independence requirements.

However, our Board has reviewed the independence of our directors

based on the listing standards of the Nasdaq.

Based on this review, the Board of Directors determined that Yehuda Englander, Chaim Hurvitz

and Chaim Ravad are independent, as defined in Rule 5605(a)(2) of the Nasdaq rules.

In making this determination, our Board considered

the relationships that each of these non-employee directors has with us and all other facts and circumstances our Board deemed relevant

in determining their independence.

Family Relationships

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

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

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

ownership of our Common Stock and our other equity securities.

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

of all Section 16(a) forms that they file.

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

ended December 31, 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.

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

Insider Trading Arrangements and Policies;

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, 2025 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.

Committees of the Board of Directors

Our Board of Directors has an audit committee

(the “Audit Committee”), a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”)

and a compensation committee (the “Compensation Committee”), and we may have such other committees as the Board of Directors

shall determine from time to time.

Each of the standing committees of the Board of Directors has the composition and responsibilities

described below.

Audit Committee

We have established an Audit Committee consisting

of Yehuda Englander, Chaim Hurvitz and Chaim Ravad, each of whom is independent under SEC rules and the Nasdaq listing standards.

Audit Committee consists solely of independent directors in accordance with the Nasdaq listing rules and Rule 10A-3 of the Exchange Act.

SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert”

An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the

attributes outlined in such rules.

We have determined that Yehuda Englander, Chaim Hurvitz and Chaim Ravad each satisfy the definition

of “audit committee financial expert.”

Our Audit Committee oversees, reviews, acts on

and reports on various auditing and accounting matters to our Board of Directors, including the selection of our independent accountants,

the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our

accounting practices.

In addition, the Audit Committee oversees our compliance programs relating to legal and regulatory requirements

and is responsible for the review and approval of related party transactions.

We adopted an audit committee charter defining the Audit

Committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

Nominating and Corporate Governance Committee

We have established a Nominating and Corporate

Governance Committee consisting of Yehuda Englander and Chaim Hurvitz, each of whom is independent under the Nasdaq listing standards.

As required by the Nasdaq listing standards, the Nominating and Corporate Governance Committee consists solely of independent directors.

This committee identifies, evaluates and recommends qualified nominees to serve on our Board of Directors and develops and oversees our

internal corporate governance processes.

We adopted a nominating and corporate governance committee charter defining the Nominating and

Corporate Governance Committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the

Compensation Committee

We have established a Compensation Committee consisting of Yehuda Englander

and Chaim Hurvitz, each of whom is independent under the Nasdaq listing standards.

This committee establishes incentives and other forms

of compensation for officers and other employees and will administer our incentive compensation and benefit plans.

We adopted a compensation

committee charter defining the Compensation Committee’s primary duties in a manner consistent with the rules of the SEC and the

listing standards of the Nasdaq.

Code of Ethics

We intend to adopt insider

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

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

We intend to adopt

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

Our Board of Directors adopted

a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable United States

federal securities laws and the corporate governance rules of Nasdaq.

Any waiver of this code may be made only by our Board of Directors

and will be promptly disclosed as required by applicable United States federal securities laws and the corporate governance rules of Nasdaq.

Insider Trading Policy

We have an insider trading policy that prohibits

our directors, executive officers and all employees of the Company from the purchasing or selling our securities while being aware of

material, non-public information about the Company as well as disclosing such information to others who may trade in securities of the

Our insider trading policy also prohibits our directors, executive officers, employees and their respective family members from

engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as short sales,

options trading, holding the Company’s securities in a margin account or pledging the Company’s securities as collateral

for a loan, without the advance approval of our Chief Financial Officer.

While the Company is not subject to the insider trading policy,

the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously

adopted Rule 10b5-1 trading plans, if any.

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,

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, Israel.

Such nomination must

satisfy the notice, information and consent requirements set forth in our Bylaws and must be received by us prior to the date set forth

under “Submission of Future Stockholder Proposals” in our most recent proxy statement.

A stockholder’s recommendation

must be accompanied by the information with respect to stockholder nominees as specified in our Bylaws, including among other things,

the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the ownership interests

of the proposing stockholder and any beneficial owner on whose behalf the nomination is being made (including the number of shares beneficially

owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and any material monetary or other

relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination

is being made.

Executive Compensation.

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

The following table sets forth

summary compensation information for the respective fiscal years.

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

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

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

We provide a description of the employment arrangements with Mr.

Haddad and Mr.

Shvets, below under “Employment

Agreements.” The following table includes all compensation earned by our named executive officers for the respective period, regardless

of whether such amounts were actually paid during the period.

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.

Name and principal position

Option awards

Nonequity incentive plan

Eliyahu (Lee) Haddad

(Chief Executive Officer and Director)

(Chief Technology Officer)

Compensation amounts received

currency have been converted into U.S.

The following table sets forth

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

and principal position

incentive plan

Executive Officer and Director)

Technology Officer)

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

currency have been converted

dollars using the average exchange rate for the applicable year.

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

The average exchange rate for 2025 was 3.45 NIS per dollar

and the average exchange rate for 2024 was 3.69 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 prospectus.

Narrative Disclosure Regarding Summary Compensation Table

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Bonus Compensation

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.

During fiscal years 2025 and

2024, our named executive officers were 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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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.

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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 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.

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, Mr.

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

(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

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.

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

to his employment agreement, Mr.

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.

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

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$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.

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

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.

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Eliyahu (Lee) Haddad

(Chief Executive Officer and Director)

Executive Officer and Director)

95,965,715 (1)

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August 14, 2033

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 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 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

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 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 milestones.

These options are fully vested as of December 31, 2024.

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 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 milestones.

These options are fully vested as of December 31, 2024.

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 a part.

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”).

2023 Long-Term Incentive Plan

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

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

The 2023 Plan currently consists

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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.

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

The 2023 Plan

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

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

The Committee will

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

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

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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.

Director Compensation

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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.

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 2025.

incentive plan

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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.

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

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

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

The Company’s Policies and

Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation

at certain times.

We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result

in changes to the price of our common stock, and do not time the public release of such information based on award grant dates.

of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied

to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

During the year ended December 31, 2025, there were no equity grants made to our executive officers during any

period beginning four business days before the filing of a periodic report or current report disclosing material non-public information

and ending one business day after the filing or furnishing of such report with the SEC.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets

forth information regarding the beneficial ownership of Common Stock as of 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;

The following table sets forth information regarding the beneficial

ownership of Common Stock as of February 26, 2026:

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

all directors and executive

officers as a group.

each of our named executive officers;

all directors and executive officers as a group.

Unless otherwise indicated

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that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages

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 1,583,936,559 votes, outstanding as of February 18, 2025.

The beneficial ownership percentages 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 1,583,936,559

votes, outstanding as of February 26, 2026.

Name of Beneficial Owner (1)

Number of Shares of Common Stock Beneficially Owned

Percent of Class

Number of Shares of Series A Convertible Preferred Stock Beneficial Owned

Percent of Class

Number of Shares of

5% Stockholders

AIGH Capital Management, LLC (2)

99,888,581 (3)

Shirat Hachaim Ltd.

68,922,239 (4)

Congregation Ahavas Tzdokah Vchesed Inc.

61,667,440 (5)

51,312,657 (6)

Directors and Named Executive Officers

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48,802,164 (9)

1,672,946 (5)

Yehuda Englander

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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,

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.

Based on certain information made available to the Company and on the Schedule 13G/A filed jointly with the SEC on February 25, 2025, by Mr.

Orin Hirschman and AIGH Capital Management, LLC (“AIGH CM”).

AIGH CM, as an Advisor or Sub-Advisor of AIGH Investment Partners, L.P.

(“AIGH LP”) and WVP Emerging Manager Onshore Fund, LLC - AIGH Series (“WVP-AIGH”), may be deemed to beneficially own the securities held by AIGH LP and WVP-AIGH.

Hirschman, as Managing Member of AIGH CM and president of AIGH Investment Partners, L.L.C (“AIGH LLC”), may be deemed to beneficially own the securities held by AIGH CM and AIGH LLC.

The principal business address of Mr.

Hirschman and each such entity is 6006 Berkeley Avenue, Baltimore, MD 21209.

Represents (i) 77,000,000 shares of Common Stock held by AIGH LP, (ii) 113,000,000 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 9.99% beneficial ownership limitation) held by AIGH LP, (iii) 190,000,000 shares of Common Stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by AIGH LP, (iv) 7,000,000 shares of Common Stock held by WVP-AIGH, (v) 40,000,000 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 9.99% beneficial ownership limitation) held by WVP-AIGH, (vi) 47,000,000 shares of Common Stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by WVP-AIGH, (vii) 3,000,000 shares of Common Stock held by WVP-OES, (viii) 10,000,000 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 9.99% beneficial ownership limitation) held by WVP-OES, (ix) 13,000,000 shares of Common Stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by WVP-OES, (x) 8,662,500 shares of Common Stock held by AIGH LLC, (xi) 95,454,385 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 9.99% beneficial ownership limitation) held by AIGH LLC, and (xii) 45,454,545 shares of Common Stock issuable upon exercise of certain warrants (subject to a 9.99% beneficial ownership limitation) held by AIGH LLC.

Represents (i) 47,800,000 shares of Common Stock, (ii) 21,122,239 shares of Common Stock issuable upon exercise of certain options held by Mr.

Hurvitz that were exercisable as of February 26, 2026, or will be exercisable within 60 days thereafter, (iii) 42,417,309 shares of Common Stock issuable upon exercise of certain warrants held by Shirat Hachaim Ltd.

(“Shirat Hachaim”) (subject to a 4.99% beneficial ownership limitation), and (iv) 11,415,079 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 4.99% beneficial ownership limitation) held by Shirat Hachaim.

Hurvitz is the sole owner of Shirat Hachaim and has

sole voting and dispositive power over shares held by Shirat Hachaim.

Based on the Schedule 13G filed with the SEC on June 20, 2025, by Congregation Ahavas Tzdokah Vchesed Inc.

Represents 61,667,440 shares of Common Stock.

The principal business address of Congregation Ahavas Tzdokah Vchesed Inc.

is 1347 42nd Street, Brooklyn, NY 11219.

Based on certain information available to the Company.

Represents 103,387,279 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 4.99% beneficial ownership limitation).

Represents (i) 4,545,454 shares of Common Stock, (ii) 95,965,715 shares of Common Stock issuable upon exercise of certain options held by Mr.

Haddad that were exercisable as of February 26, 2026, or will be exercisable within 60 days thereafter, and (ii) 4,545,454 shares of Common Stock issuable upon exercise of certain warrants held by Mr.

Haddad (subject to a 9.99% beneficial ownership limitation).

Represents (i) 47,800,000 shares of Common Stock, (ii) 57,578,694 shares of Common Stock issuable upon exercise of certain options held by Mr.

Shvets that were exercisable as of February 26, 2026, or will be exercisable within 60 days thereafter, and (iii) 26,141,712 shares of Common Stock issuable upon exercise of certain warrants (subject to a 4.99% beneficial ownership limitation).

Represents (i) 47,800,000 shares of Common Stock, (ii) 228,251,826 shares of Common Stock issuable upon exercise of certain warrants (subject to a 4.99% beneficial ownership limitation), and (iii) 167,294,554 shares of Common Stock issuable upon conversion of shares of Preferred Stock (subject to a 4.99% beneficial ownership limitation).

Represents 6,398,386 shares of Common Stock issuable upon the exercise of options held by Mr.

Englander that were exercisable as of February 26, 2026, or will be exercisable within 60 days thereafter.

Securities Authorized for Issuance under Equity Compensation Plans

The table below sets forth

certain information as of December 31, 2025 regarding the shares of our Common Stock available for grant or granted under stock option

plans and other compensation arrangements that (i) were adopted by our stockholders and (ii) were not adopted by our stockholder.

Plan Category

available for

Equity Compensation plans approved by stockholders (1)

Equity Compensation plans not approved by stockholders

(1) Represents

shares approved for issuance under the 2021 Plan and the 2023 Plan.

All information in this table has been adjusted to give effect to

the Share Exchange.

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

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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’

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

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.

The following table presents fees for professional audit services rendered by Barzily for the audit of our annual financial statements

for the years ended December 31, 2025 and 2024 and for the review of our quarterly financial statements for the years ended December 31,

2025 and 2024.

For the year ended

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fees for 2025 and 2024 primarily related to the audit of our annual consolidated financial statements for the 2025 and 2024 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.

and the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the 2025 and 2024 fiscal year.

were no tax-related fees billed in 2024.

were no other fees billed in 2025 or 2024.

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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.

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(1) Financial Statements

Audited Condensed Consolidated 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

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

(2) Financial Statement Schedules:

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Form 10–K Summary.

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

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)

Form of Debenture, issued on June 5, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2025)

Form of Debenture, issued on June 16, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025)

Form of Debenture, issued on July 17, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025)

Form of Debenture (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2025)

Form of Debenture, issued on December 2, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2025)

Form of Debenture, issued on December 30, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026)

Description 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)

Form of Warrant, issued on June 5, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2025)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026)

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)

Securities Purchase Agreement, dated June 5, 2025, by and among the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2025)

Securities Purchase Agreement, dated June 16, 2025, by and among the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025)

Securities Purchase Agreement, dated July 17, 2025, by and among the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025)

Securities Purchase Agreement, dated November 12, 2025, by and among the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2025)

Securities Purchase Agreement, dated December 30, 2025, by and among the Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2026)

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 (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, 2024)

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

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)

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

and Eliyahu Haddad (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025)

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

and Eliyahu Haddad (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025)

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

and Moshe Shvets (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025)

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)

and Moshe Shvets (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2025)

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)

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

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

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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contract or compensatory plan or arrangement.

4 unchanged sentences

February 27, 2026

/s/ Eliyahu (Lee) Haddad

Eliyahu (Lee) Haddad

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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.

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

1 unchanged sentence

the capacities and on the dates indicated.

Chief Executive Officer

/s/ Eliyahu (Lee) Haddad

Chief Executive Officer and Director

(Principal Executive Officer and

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Eliyahu (Lee) Haddad

Financial and Accounting Officer)

Chaim Hurvitz

and Chairman of the Board

February 19, 2025

Principal Financial and Accounting Officer)

/s/ Chaim Hurvitz

Director and Chairman of the Board

Chaim Hurvitz

Technology Officer and Director

February 19, 2025

Yehuda Englander

February 19, 2025

/s/ Moshe Shvets

Chief Technology Officer and Director

/s/ Chaim Ravad

/s/ Yehuda Englander

Yehuda Englander

DROR ORTHO-DESIGN, INC.

ORTHO-DESIGN, INC.

CONSOLIDATED FINANCIAL STATEMENTS

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

To the Board of Directors and Stockholders of

Dror Ortho-Design Inc.

Opinion on the Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) F-5

Consolidated Statements of Cash Flows F-6

Notes to the Consolidated Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Dror Ortho-Design Inc.

Opinion on the Financial

We have audited the accompanying consolidated

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(the “Company”) as of December 31, 2025 and 2024, 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

of operations, changes in stockholders’ deficiency, and cash flows for each of the two years in the period ended December 31, 2025,

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.

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

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.

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 has a net capital deficiency that raise substantial doubt about its ability

to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

These financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

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

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

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

internal control over financial reporting.

We conducted our audits in accordance

with the standards of the PCAOB.

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

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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

the overall presentation of the financial statements.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

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

evaluating the overall presentation of the financial statements.

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

Critical Audit Matters

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.

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 that:

(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.

We have served as the Company’s

auditor since 2023.

/s/ Barzily and Co.

Jerusalem, Israel

DROR ORTHO-DESIGN, INC.

CONSOLIDATED BALANCE SHEETS

February 27, 2026

ORTHO-DESIGN, INC.

BALANCE SHEETS

Current Assets:

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Property and equipment at cost, net of accumulated depreciation

Liabilities And Stockholders’ Equity (DEFICIENCY)

Liabilities And Stockholders’ DEFICIENCY

Current Liabilities:

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Accrued expenses and other payables

Convertible promissory notes, net

Derivative liability

Registration Rights Agreement liability

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Preferred A Stock, $ 0.0001 par value, 12,500,000 shares authorized;

5,847,937 and 10,463,363 shares outstanding at December 31, 2024 and 2023, respectively

5,847,937 shares outstanding at December 31, 2025 and 2024

Common stock, $ 0.0001 par value;

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

3,254,475,740 shares authorized;

956,997,116 shares issued and outstanding at December 31, 2025 and 2024

Additional paid-in capital

2 unchanged sentences

( 19,506,656 )

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.

CONSOLIDATED STATEMENTS OF OPERATIONS

Total Stockholders’ Deficiency

( 2,873,711 )

Total Liabilities and Stockholders’ Deficiency

accompanying notes are an integral part of these consolidated financial statements

ORTHO-DESIGN INC.

STATEMENTS OF OPERATIONS

Operating Expenses

6 unchanged sentences

( 5,223,962 )

Financial income (expense), net

Gain on retirement of royalty accrual

Other expenses, net

Financial expense, net

Change in fair value of derivative

Registration Rights Agreement expense

Total other income (expense)

Convertible promissory note discount amortization

Total other expenses, net

Loss before provision for income taxes

8 unchanged sentences

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 accompanying notes are an integral part of

these consolidated financial statements

DROR ORTHO-DESIGN INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIENCY)

accompanying notes are an integral part of these consolidated financial statements

ORTHO-DESIGN INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

Preferred Stock

Additional Paid-In

Total Stockholders’

Treasury Stock

Stockholders’

Balance at January 1, 2024

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Stock-based compensation

Conversion of Series A Preferred

Stock into Common Stock

Conversion of Series A Preferred Stock into Common Stock

( 4,615,426 )

1 unchanged sentence

( 5,775,951 )

at December 31, 2024

Balance at December 31, 2024

$ ( 19,506,656 )

2 unchanged sentences

$ ( 19,506,656 )

Return of founders shares

to the Company as part of claim settlement

$ ( 367,994 )

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

1 unchanged sentence

( 2,544,887 )

at December 31, 2023

Balance at December 31, 2025

$ ( 22,051,543 )

* 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.

CONSOLIDATED STATEMENTS OF CASH FLOWS

$ ( 2,873,711 )

accompanying notes are an integral part of these consolidated financial statements

ORTHO-DESIGN INC.

STATEMENTS OF CASH FLOWS

For the Year Ended

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Stock-based compensation expense

Gain on retirement of royalty accrual

Debt discount amortization

Change in fair value of derivative

Foreign exchange differences

4 unchanged sentences

Registration Rights Agreement liability

Founders claim accrual

Accrued royalties

Accrued severance

3 unchanged sentences

Cash flows from investing activities:

Cash acquired in reverse recapitalization

Purchase of property and equipment

1 unchanged sentence

Cash flows from financing activities:

Proceeds from private placement raise

Issuance costs

Proceeds from convertible promissory notes, net

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash

Net decrease in cash

( 2,798,399 )

4 unchanged sentences

Cash paid for taxes

Non-cash activities:

Shares issued at reverse recapitalization

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.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

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

accompanying notes are an integral part of these consolidated financial statements

ORTHO-DESIGN INC.

Following the Share Exchange (as defined below), the Company succeeded the business of Dror Ortho-Design,

TO FINANCIAL STATEMENTS

1 – ORGANIZATION AND BASIS OF PRESENTATION :

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.

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

The Company is involved in the research and development of an orthodontic

alignment platform and has not yet reached the sales stage for its product.

The Company’s stock is quoted on the OTC

Pink Market under the symbol “DROR.”

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 Series A Preferred Stock to Private Dror’s stockholders, at an exchange ratio of 3,677.27 shares

of the Company’s common stock.

As of August 14, 2023 the fair value of the net

liabilities of the Company was $ 793,497 , which was recorded as Additional Paid-In Capital as part of the Share Exchange.

Going Concern and Management’s Plans

The Company is involved in the research

and development of an orthodontic alignment platform and has not yet reached the sales stage for its product.

Company’s stock is quoted on the OTC Pink Market under the symbol “DROR.”

Concern and Management’s Plans

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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements for the

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”).

As the Company completed a reverse recapitalization

on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror.

August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary.

Use of Estimates and Assumptions

The preparation of financial statements in conformity

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.

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

recurring losses from operations with an accumulated deficit of $ 22,051,543 and negative working capital of $ 2,717,780 as of

December 31, 2025, and is dependent upon external sources for financing its operations and repayment of its liabilities.

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

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.

Subsequent to the balance sheet date, on February 26, 2026, the Company received $ 200,000 in the form of bridge notes

from existing investors (See Note 15).

The Company is exploring additional fundraising opportunities.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

of Presentation

accompanying financial statements for the years ended December 31, 2025 and 2024 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”).

of Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates or assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenue and expenses during the reporting periods.

Actual results could vary from those estimates.

Management utilizes various other estimates, including but not

limited to Registration Rights Agreement liability, accrued royalties, accrued expenses, the valuation of stock-based compensation, the

valuation allowance for deferred tax assets and other contingencies.

utilizes various other estimates, including but not limited to Registration Rights Agreement liability, accrued royalties, accrued expenses,

the fair value of derivative liabilities, expected maturity of convertible promissory notes, 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

2 unchanged sentences

the effects of revisions are reflected in the period that they are determined to be necessary.

Functional Currency

The Company accounts for foreign currency transactions

pursuant to ASC 830, “Foreign Currency Matters”.

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

States Dollar (“US$”) as the U.S.

dollar is the currency of the primary economic environment in which the Company operates.

Company accounts for foreign currency transactions pursuant to ASC 830, “Foreign Currency Matters”.

The functional currency

of the Company and its subsidiary is the United States Dollar (“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 resulting exchange differences are recorded in the statements of operations.

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.

Account balances held in the Unites

States may, at times, exceed the Federal Deposit Insurance Corporation (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

and $ 2,935,078 , respectively, in Israeli financial institutions, which is uninsured.

The Company has not experienced any losses in such

accounts with these financial institutions.

Property and Equipment

Property and equipment are stated at cost less

accumulated depreciation.

Depreciation is calculated using the straight–line method on the various asset classes, which currently

consists of office equipment over their estimated useful lives of seven years when placed in service.

The cost of repairs and maintenance

is expensed as incurred;

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 3.19 and 3.647 as of December 31, 2025

and 2024, respectively.

Company’s cash is held with financial institutions in the United States and Israel.

Management believes that the financial institutions

that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to these investments.

Account balances held in the Unites States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit.

of December 31, 2025 and 2024, the Company had $ 0 in excess of the FDIC insurance limit.

As of December 31, 2025 and 2024, the Company

had $ 80,331 and $ 544,175 , respectively, in Israeli financial institutions, which is uninsured.

The Company has not experienced any losses

in such accounts with these financial institutions.

and Equipment

and equipment are stated at cost less accumulated depreciation.

Depreciation is calculated using the straight–line method on the

various asset classes, which currently consists of office equipment over their estimated useful lives of seven years when placed in service.

The cost of repairs and maintenance is expensed as incurred;

major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated

depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

Research and Development

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

The Company applies ASC 718-10, “Share-

Based Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made

to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees

based on estimated fair values.

ASC 718-10 requires companies to estimate the

fair value of equity-based option awards on the date of grant using an option-pricing model.

The fair value of the award is recognized

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 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

asset-and-liability method in accordance with ASC Topic 740, “Income Taxes”.

Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases and operating loss and tax credit carry forwards.

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

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 first step involves assessing whether

the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.

The second step involves measurement

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

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.

Basic loss per ordinary share is computed by dividing the loss for the period applicable to common shareholders,

by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per common share is computed

by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common

shares outstanding during the period.

Potentially dilutive securities consist of the incremental common shares issuable upon exercise

of common stock equivalents such as stock options, warrants and convertible debt instruments.

Potentially dilutive securities are excluded

from the computation if their effect is anti-dilutive.

As a result, the basic and diluted per share amounts for all periods presented

are identical.

For the years ended December 31, 2024 and 2023,

the Company incurred net losses which cannot be diluted;

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

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

and 2023, shares issuable which could potentially dilute future earnings were as follows:

When assets are retired

or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in

income in the year of disposition.

financial instruments are recorded in the accompanying balance sheets at fair value in accordance with ASC 815.

When the Company enters

into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic

characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of

the host contract.

When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely

related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms

would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted

for as a derivative instrument.

The estimated fair value of the derivative feature is recorded in the accompanying balance sheets separately

from the carrying value of the host contract.

Subsequent changes in the estimated fair value of derivatives are recorded as a gain or

loss in the Company’s statements of operations.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

and Development

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.

Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of compensation expenses

for all share-based payment awards made to employees and directors including employee stock options under the Company’s stock plans

and equity awards issued to non-employees based on estimated fair values.

718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model.

The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s

statement of operations.

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.

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.

Company accounts for income taxes using the asset-and-liability method in accordance with ASC Topic 740, “Income Taxes”.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry

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 settled.

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.

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 first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical

The second step involves measurement 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.

As of both December 31, 2025 and 2024, there were no unrecognized uncertain income tax

and Diluted Net Loss Per Common Share

Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both

basic and diluted earnings per share (EPS) on the face of the income statement.

Basic loss per ordinary share is computed by dividing

the loss for the period applicable to common shareholders, by the weighted average number of shares of Common Stock outstanding during

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding

for the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities consist of the

incremental common shares issuable upon exercise of Common Stock equivalents such as stock options, warrants and convertible debt instruments.

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

As a result, the basic and diluted

per share amounts for all periods presented are identical.

the years ended December 31, 2025 and 2024, the Company incurred net losses which cannot be diluted;

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 following

table as if converted.

As of December 31, 2025 and 2024, shares issuable which could potentially dilute future earnings were as follows:

Preferred Shares

1,046,336,299

Stock Options

2 unchanged sentences

1,744,346,896

Reclassification

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 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.

Issued Accounting Pronouncements

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.

is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December

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.

The 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.

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

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures related to improvements to income tax disclosures.

The amendments in

this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income

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.

Improvements to Income Tax Disclosures related to improvements

to income tax disclosures.

The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the

effective tax rate reconciliation and income taxes paid.

The amendments in this update are effective for fiscal years beginning after

December 15, 2024.

The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

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

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.

The Company does not expect ASU 2023-06 will have a material impact to its consolidated financial statements or related disclosures.

3 – RECEIVABLES AND PREPAID EXPENSES:

1 unchanged sentence

Prepaid expenses

NOTE 4 – PROPERTY AND EQUIPMENT:

4 – PROPERTY AND EQUIPMENT:

Equipment and furniture

1 unchanged sentence

Property and equipment, net

Depreciation expense was $ 4,035 and $ 670 for

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

– ACCRUED EXPENSES:

expense was $ 4,946 and $ 4,035 for the years ended December 31, 2025 and 2024, respectively.

5 – ACCRUED EXPENSES AND OTHER PAYABLES:

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

6 – REGISTRATIONS RIGHTS AGREEMENT LIABILITY:

On August 14, 2023, the Company entered into

a registration rights agreement with the certain investors (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

6 unchanged sentences

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.

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

14 unchanged sentences

or payable prior to such date.

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

respect of the Registration Rights Agreement Amendment.

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:

The Company recorded a provision in respect of

a claim made against Private Dror by its founders.

The claim related to amounts claimed as a repayment of loan balances and other amounts

including salary and benefit related balances.

In January 2023, Private Dror signed an agreement with the founders, settling all-outstanding

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

In addition, the agreement stipulated the transfer back of all shares held by the founders to the Private Dror for no additional

consideration.

The settlement was paid in the first quarter of 2023.

In addition, the agreement stipulated the transfer back of all shares

( 330,952,906 ordinary shares with par value of NIS 0.0001 ), held by the founders to the Company.

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.

NOTE 9 – ACCRUED SEVERANCE:

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.

7 – ACCRUED SEVERANCE:

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 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

1 unchanged sentence

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.

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

Severance liability

1 unchanged sentence

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”) (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,

the Company may be subject to routine litigation incidental to its business.

Although there can be no assurances as to the ultimate disposition

of any such matters, it is the opinion of management, based upon the information available at this time, that there are no matters, individually

or in the aggregate, that would have a material adverse effect on the results of operations and financial condition of the Company.

War in Israel

In October 2023, Israel was attacked by a terrorist

organization and entered a state of war.

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

continues to evolve.

The Company’s research and development activities are located in Israel.

Currently, such activities in Israel

remain largely unaffected.

During the year ended December 31, 2024, the impact of this war on the Company’s results of operations

8 – CONVERTIBLE PROMISSORY NOTES, NET

the year ended December 31, 2025, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with

certain existing investors.

Pursuant to the Purchase Agreements, the Company agreed to sell to the purchasers in several private placements,

Debentures (the “Debentures”) in aggregate principal amounts of $ 1,750,000 , initially for 60 day periods with varying maturity

The Debentures were extended when due, and the most recent extensions extended all the Debentures until March 31, 2026.

The Debentures

do not bear interest.

The Debentures also set forth certain customary events of default after which the Debentures may be declared immediately

due and payable, including certain types of bankruptcy or insolvency events of default.

Subject to the satisfaction of certain conditions,

including applicable prior notice to the holders of the Debentures, at any time prior to the maturity dates, the Company may elect to

prepay all or a portion of the-then outstanding principal amount of the Debentures.

Subsequent to the balance sheet date, on February 26, 2026, the Company received an additional $ 200,000 in the

form of bridge notes due April 27, 2026 with the same terms as the Debentures (See Note 15).

the event that prior to the maturity dates the Company consummates a public offering of its securities (“Public Offering”),

the then-outstanding principal amount of the Debentures automatically converts into shares of the Company’s Common Stock (the “Debenture

Shares”) at a conversion price equal to the per share price of the shares of Common Stock offered in the Public Offering.

The Debenture

Shares, if any, are subject to the same terms and conditions as the shares of Common Stock issued in a Public Offering, including the

issuance of any accompanying warrants to purchase shares of Common Stock issued and registration rights granted, if any, to investors

in the Public Offering.

addition, pursuant to the Purchase Agreements the Company agreed to issue (A) subject to the consummation of a Public Offering, five-year

warrants to purchase up to a number of shares of Common Stock (the “Purchase Warrants”), equal to:

(i) in the event the Debentures

are outstanding as of the date of the consummation of the Public Offering, 150 % of the Debenture Shares issued, if any;

or (ii) in the

event that the Debentures are not outstanding as of the Public Offering closing date, 100 % of the Debenture Shares that would have been

issued, if any, as if such Debentures were outstanding as of the Public Offering closing date, and (B) subject to the completion of a

Public Offering by the Company of warrants to purchase shares of Common Stock, additional warrants to purchase shares of Common Stock

(the “Additional Warrants” and, collectively with the Purchase Warrants, the “Bridge Financing Warrants”) equal

(i) in the event that the Debentures are outstanding as of the Public Offering closing date, 150 % of the number of shares of Common

Stock underlying the warrants issued in the Public Offering that the purchaser would have been entitled to receive had the purchaser

participated in the Public Offering in the amount equal to the purchaser’s subscription amount under the Purchase Agreements (the

“Warrant Subscription Amount”);

or (ii) in the event that the Debentures are not outstanding as of the Public Offering closing

date, 100 % of the Warrant Subscription Amount.

Company reviewed the terms of the Bridge Financing Warrants to be issued and determined that due to the variable number of instruments

to be issued, they would constitute a derivative liability.

At the initial date, the Company estimated the fair value of both sets of

Bridge Financing Warrants and allocated the total gross proceeds received between them based on that relative fair value identified.

The fair value of the embedded derivative financial instruments was bifurcated from the host instrument and remeasured on recurring basis

at each reporting period under marked to market approach.

The fair value of the derivative liabilities at inception amounted to $ 751,640

and were recorded as debt discounts to the Debentures which are amortized over the life of the loan using the effective interest method.

Amortization of debt discount for the year ending December 31, 2025 amounted to $ 309,869 using effective interest rates of 74.15 %- 76.57 %

for the estimated amortization period.

The balance of the Debentures in the financial statements as of December 31, 2025 is $ 1,308,229 ,

which represents principal values of $ 1,750,000 , net of a debt discount of $ 441,771 .

Company valued the derivative liability relating to the embedded conversion features using the Black Scholes Model using the following

assumptions on the respective dates of the Debentures:

September 15,

exercise price

Annual volatility

warrant amount*

value of warrants at inception

at December 31, 2025 represents the total estimated number of warrants.

Company has assumed that the debentures will be outstanding at the potential Public Offering.

The Company discounted the Purchase Warrants

value due to an estimated probability of 90 % of the occurrence of a Public Offering, as well as a dilution discount relating to the effect

the exercise of the warrants would have on expected market value.

The Additional Warrants were fully discounted resulting from the Company’s

current estimation of a zero probability of an occurrence of Public Offering including warrants.

Company’s activity in its convertible promissory notes, net related derivative liability was as follows for the year ended December

Balance of derivative liability at January 1, 2025

Grant of warrants

Change in fair value of warrant derivative liability

Balance of derivative liability at December 31, 2025

9 – COMMITMENTS AND CONTINGENCIES:

Innovation Authority

The Company partially financed their research 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 was adjusted to SOFR (Secured Over Financing Rate).

The obligation to pay these

royalties is contingent on actual sales of the products, and in the absence of such sales payment of royalties is not required.

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, 2025 and 2024 is approximately $ 1.23 and $ 1.18 million,

respectively.

time to time in the normal course of business, the Company may be subject to routine litigation incidental to its business.

there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information

available at this time, that there are no matters, individually or in the aggregate, that would have a material adverse effect on the

results of operations and financial condition of the Company.

October 7, 2023, Israel has been engaged in a complex multifront war in the Middle East.

An agreement for a ceasefire in Gaza was reached

in October 2025, conditioned on the parties meeting certain ongoing requirements.

Company’s research and development activities are located in Israel.

Currently, such activities in Israel remain largely unaffected.

During the years ended December 31, 2025 and 2024, the impact of the regional conflicts 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:

All references to common stock, share and per

share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the

beginning of the earliest period presented.

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,

redemption, conversion or subscription rights.

No sinking fund provisions are applicable to our common stock.

Upon liquidation, dissolution

or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation

preferences of any of our outstanding shares of preferred stock.

Subject to preferences that may be applicable to any outstanding shares

of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our

board of directors out of our assets which are legally available.

Such dividends, if any, are payable in cash, in property or in shares

of capital stock.

As part of the Private Dror founders claim settlement

agreement (see Note 7), 330,952,906 shares of common stock were returned to the Private Dror in February 2023.

These shares were initially

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 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.

The Private Placement Investors received 186,363,631 shares of common stock and

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 and the Share Exchange.

Preferred Stock

The Company is authorized to issue up to 12,500,000 shares

of $ 0.0001 par value non-redeemable preferred stock.

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 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

limitations on conversion, as applicable).

As long as any shares of Series A Preferred Stock are outstanding, the Company may not, without

the approval of a majority of the then outstanding shares of Series A Preferred Stock (a) alter or change the powers, preferences

or rights given to the Series A Preferred Stock, (b) alter or amend our amended and restated certificate of incorporation, the Series

A Certificate of Designation, or our amended and restated bylaws in such a manner so as to materially adversely affect any rights given

to the Series A Preferred Stock, (c) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets

upon a Liquidation (as defined below) senior to the Series A Preferred Stock, or (d) enter into any agreement to do any of the foregoing.

Upon any liquidation, dissolution or winding-up

of the Company, whether voluntary or involuntary (a “Liquidation”), the then holders of the Series A Preferred Stock are

entitled to receive out of the assets available for distribution to stockholders of the Company the same amount that a holder of common

stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder)

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 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 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.

Management will continue to monitor events in the region and their effect on the Company’s

financial position and results of operations.

10 – STOCKHOLDERS’ DEFICIT:

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 956,997,116 shares of Common Stock issued and

outstanding as of December 31, 2025 and 2024.

of our Common Stock have no preemptive, redemption, conversion or subscription rights.

No sinking fund provisions are applicable to our

Common Stock.

Upon liquidation, dissolution or winding-up, holders of our Common Stock are entitled to share in all assets remaining

after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock.

Subject to preferences

that may be applicable to any outstanding shares of preferred stock, holders of our Common Stock are entitled to receive dividends, if

any, as may be declared from time to time by our board of directors out of our assets which are legally available.

Such dividends, if

any, are payable in cash, in property or in shares of capital stock.

Company is authorized to issue up to 12,500,000 shares of $ 0.0001 par value non-redeemable preferred stock.

December 31, 2025 and 2024, 5,847,937 shares of Series A Preferred Stock were outstanding.

following is a summary of the principal terms of the Series A Preferred Stock as set forth in the Certificate of Designation.

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 the Company.

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.

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.

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).

As long as any shares of Series A Preferred Stock

are outstanding, the Company may not, without the approval of a majority of the then outstanding shares of Series A Preferred Stock (a) alter

or change the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend our amended and restated certificate

of incorporation, the Series A Certificate of Designation, or our amended and restated bylaws in such a manner so as to materially adversely

affect any rights given to the Series A Preferred Stock, (c) authorize or create any class of stock ranking as to dividends, redemption

or distribution of assets upon a Liquidation (as defined below) senior to the Series A Preferred Stock, or (d) enter into any agreement

to do any of the foregoing.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the then holders

of the Series A Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company the

same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes

any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

August 14, 2023, the Company issued warrants to purchase up to 946,652,602 shares of Common Stock, in addition to warrants to purchase

up to 18,181,817 shares of Common Stock 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.

April 17, 2024, the Board of Directors approved the issuance of 10,454,500 warrants to purchase shares of Common Stock to Oriole Avenue

(“Oriole”) (see Note 13) 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.

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 .

at the time of the warrant’s exercise there is no effective registration statement registering, or no current prospectus available

for, the resale of the shares of Common Stock underlying the warrant, then the holder will have the right to exercise warrant by means

of a cashless exercise.

In addition, if (i) the volume-weighted average price of the Company’s Common Stock for 20 consecutive

trading days is at least 300 % of the exercise price of the warrants, (ii) the dollar trading volume of the Company’s Common Stock

for each trading day within such 20 -day trading period equals or exceeds $ 500,000 , (iii) a registration statement providing for the resale

of the Private Placement Shares is effective and such registration statement has been effective for six (6) months, (iv) the holder of

the warrant is not in possession of any information provided by the Company that constitutes material nonpublic information and (v) the

Company has not breached any of the terms of the investment documents (regardless of if such breach has been cured), then the warrants

may be redeemed at a price of $ 0.001 per warrant up to one-half, in the aggregate, of the warrants upon not less than 20 days’

prior written notice of redemption to each holder, subject to certain customary restrictions.

Weighted Average

4 unchanged sentences

Granted 10,454,500 0.03 5.00 -

Forfeited ( 20,960,439 ) -

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

Granted 10,454,500 0.03 5.00 -

Balance Outstanding, December 31, 2025 975,288,919 $ 0.03 3.00 $ -

Exercisable, December 31, 2025 975,288,919 $ 0.03 3.00 $ -

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

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.

aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing Common Stock

price of $ 0.01 as of December 31, 2025, 2024 and 2023, which would have been received by the warrant holders had all warrant holders

exercised their warrants as of that date.

Incentive Plan

August 2023, the Company granted 163,142,084 employee stock options to two executives and a director.

In December 2023, the Company authorized

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:

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.

The fair 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 .

following table summarized the option activity for the years ended December 31, 2025 and 2024:

Weighted Average

3 unchanged sentences

Balance Outstanding, January 1, 2024 163,142,084 $ 0.004 9.62 $ 1,003,656

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

Balance Outstanding, December 31, 2025 184,264,323 $ 0.004 7.68 $ 1,160,865

Exercisable, December 31, 2025 184,264,323 $ 0.004 7.68 $ 1,160,865

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.

compensation expense for the years ended December 31, 2025 and 2024 amounted to $ 39,170 and $ 2,246,033 , respectively.

Share-based compensation

relating to general and administrative expenses amounted to $ 39,170 and $ 1,673,270 for the years ended December 31, 2025 and 2024, respectively.

Share-based compensation relating to research and development expenses amounted to $ 0 and $ 572,763 for the years ended December 31, 2025

and 2024, respectively.

The fair value of stock options that fully vested during the years ended December 31, 2025 and 2024 was $ 84,828

and $ 1,612,841 , 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 weighted average grant date fair value for options granted during the years ended December 31, 2024 was $ 0.01 , using the Black Scholes valuation method.

of December 31, 2025, there is no unrecognized compensation cost related to non-vested share-based compensation.

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:

The components of research and development expenses are as follows:

For the Year Ended

Subcontractors and consultants

NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES:

The components of general and administrative expenses are as follows:

For the Year Ended

Salaries and related

Professional fees

Office expense

NOTE 14 – FINANCE INCOME (EXPENSE), NET:

The components of finance income, net are as follows:

For the Year Ended

Exchange differences

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

of December 31, 2025, $ 0.0056 as of December 31, 2024 and $ 0.01 as of December 31, 2023, which would have been received by the option

holders had all option holders exercised their options as of that date.

12 – 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

$ 1.4 million and $ 7.9 million in the years ended 2024 and 2023, respectively, and was approximately $ 11.3 million and $ 9.9 million, respectively.

The Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards.

The reconciliation of income tax expense computed

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

Income before income taxes

$ ( 5,775,951 )

$ ( 3,567,883 )

Taxes under statutory US tax rates

Company files corporate income tax returns in the United States (federal), in New York (state), and in Israel (foreign).

is subject to federal, state and local income tax examinations by tax authorities for the tax years 2022 through 2025.

subsidiary tax reports through 2018 are considered final assessments in accordance with the provisions of section 145 of the Income

Tax Ordinance of the Israel Tax Authority.

of December 31, 2025, the Company had federal net operating loss carry forwards of $ 30.0 million.

Federal net operating losses generated

prior to January 1, 2018, amounting to $ 28.7 million, may be offset against future taxable income, subject to limitation under IRC Section

382, which begin to expire in 2026 if not utilized prior to that date, and fully expire during various years through 2037 for federal

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 $ 15.7 million, as of December 31, 2025, and do

There are also Israeli capital loss carryforwards amounting to $ 0.3 million that can be offset only against capital gains

but do not expire.

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.

valuation allowance overall decreased by approximately $ 0.05 million and increased by approximately $ 1.4 million in the years ended 2025

and 2024, respectively, and was approximately $ 11.28 million and $ 11.3 million, respectively.

The Company has fully reserved the deferred

tax asset resulting from available net operating loss carryforwards.

reconciliation of income tax expense computed at the U.S.

federal statutory rate to the income tax provision for the years ended December

31, 2025 and 2024 is as follows:

Year Ended December 31,

Federal statutory tax rate

$ ( 534,426 )

Foreign Rate Differential

$ ( 1,212,950 )

Prior period adjustments

Expired net operating loss

Other permanent items

Foreign tax effects

Israel - foreign rate differential

Effects of changes in tax laws or rates enacted in the current period

Cumulative foreign exchange adjustment for electing to report Israel Net Operating Loss in USD

Nontaxable or nondeductible items

Other adjustments

Expired Net Operating Loss - US

Return to provision

Increase (decrease) in valuation allowance

Income tax expense

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.

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

increase in the Company’s net valuation allowance was mainly due to continued net operating losses from ongoing operations.

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.

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

consist of the following:

Deferred tax assets:

1 unchanged sentence

Capital loss carryforwards

Foreign exchange adjustment on capital note

Stock-based compensation

5 unchanged sentences

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.

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

and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations.

As of both December

31, 2024 and 2023 the Company had no unrecognized tax benefits.

There were no changes in the Company’s unrecognized tax benefits

during the years ended December 31, 2024 and 2023.

The Company did not recognize any interest or penalties during the years ended

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

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.

NOTE 16 – RELATED PARTY TRANSACTIONS:

Director Consulting Services

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.

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the

statement of operations.

As of both December 31, 2025 and 2024 the Company had no unrecognized tax benefits.

There were no

changes in the Company’s unrecognized tax benefits during the years ended December 31, 2025 and 2024.

The Company did not

recognize any interest or penalties during the years ended December 31, 2025 and 2024 related to unrecognized tax benefits.

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.

13 – RELATED PARTY TRANSACTIONS:

Consulting Services

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

1 unchanged sentence

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 .

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 10).

are subject to accelerated vesting upon an exit event.

On 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

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 .

recorded as general and administrative expenses for the years ended December 31, 2025 and 2024 was $ 40,321 and $ 31,153 , respectively.

Accrued expense balances in respect of the Englander Consulting Agreement at December 31, 2025 and 2024 were $ 3,605 and $ 3,000 , respectively.

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

recorded as general and administrative expenses was $ 0 and $ 55,000 for the years ended December 31, 2025 and 2024, respectively.

expense balances in respect of the Ravad Consulting Agreement at December 31, 2025 and 2024 were $ 0 and $ 5,000 , respectively.

Consulting Services

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

8 unchanged sentences

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:

on April 17, 2024 amounted to $ 35,814 which was amortized over the remaining service period (See note 10).

Consulting services

paid to Oriole recorded as general and administrative expenses for the years ended December 31, 2025 and 2024 was $ 0 and $ 87,000 , respectively.

14 – SEGMENT REPORTING:

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 Platform.

Since the Company operates in one operating segment, all required financial

segment information can be found in the consolidated financial statements.

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 in Israel.

15 – SUBSEQUENT EVENTS:

February 9, 2026, the Company was granted 510(k) clearance from the U.S.

Food and Drug Administration (“FDA”) for the Company’s

ZSmile Platform.

This follows the regulatory approval from the Israeli Ministry of Health’s AMAR Division, the authority responsible

for the medical device regulation in Israel, which was received on December 14, 2025.

January 5, 2026 the Company entered into a service contract with the American Academy of Facial Esthetics LLC (“AAFE”) for

the provision of marketing and promotional services.

As payment for those services, the Company provided AAFE with $ 200,000 of Common

Stock as a prepayment, amounting to 20,000,000 shares of Common Stock, in January 2026.

On February 26, 2026, the Company entered into

a securities purchase agreement (the “February 2026 Purchase Agreement”) with each of the purchasers signatory thereto (the

“February 2026 Investors”), pursuant to which, the Company agreed to sell to the February 2026 Investors in a private placement,

debentures in an aggregate principal amount of $ 200,000 due April 27, 2026 (the “February 2026 Debentures”).

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