What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-12 · 257 added, 214 removed, 34 unchanged (93% of the section changed)

Financial Statements

Novint Technologies, Inc.

CONDENSED BALANCE SHEETS

Technologies, Inc.

BALANCE SHEETS

CURRENT ASSETS:

Cash and cash equivalents

Prepaid expenses

Total Current Assets

and cash equivalents

Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses

Accrued royalties

Total Current Liabilities

TOTAL LIABILITIES

Accounts payable

and accrued expenses

payable – related party

Current Liabilities

STOCKHOLDERS’ DEFICIT

Preferred stock, $ 0.0001 par value;

12,500,000 shares authorized, 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022

Common stock, $ 0.0001 par value;

500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of March 31, 2023 and December 31, 2022

stock, $ 0.0001 par value;

12,500,000 shares authorized, 0 shares issued and outstanding as of June 30, 2023 and December 31,

stock, 0.0001 par value;

500,000,000 shares authorized, 202,308,728 shares issued and outstanding as of June 30, 2023 and

December 31, 2022

Additional paid in capital

Accumulated deficit

TOTAL STOCKHOLDERS' DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes are an integral part

of these financial statements.

TOTAL STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these financial statements.

Novint Technologies, Inc.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

the Three Months Ended June 30,

the Six Months Ended June 30,

Operating Expenses

Professional fees

General and administrative expenses

Total Operating Expenses

and administrative expenses

Operating Expenses

Loss from operations

Other expense:

Interest expense

Total other expense

Loss before provision for income taxes

Provision for income taxes

Provision for income

Net loss per share

Basic and Diluted

Weighted-average common shares outstanding

Basic and Diluted

The accompanying notes are an integral part

of these financial statements.

Weighted-average

common shares outstanding

accompanying notes are an integral part of these financial statements.

Novint Technologies, Inc.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Three Months Ended March 31, 2023

Balances, December 31, 2022

Months Ended June 30, 2023

Balances, March 31, 2023

Three Months Ended March 31, 2022

Loss for the Three Months

Balances, June

Months Ended June 30, 2023

Balances, December 31, 2022

Loss for the Six Months

Balances, June

Months Ended June 30, 2022

Balances, March 31, 2022

The accompanying notes are an integral part

of these financial statements.

Loss for the Three Months

Balances, June

Months Ended June 30, 2022

Balances, December 31, 2021

Loss for the Six Months

Balances, June

accompanying notes are an integral part of these financial statements.

Novint Technologies, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

the Six Months Ended June 30,

Cash flows from operating activities:

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Adjustments to reconcile

net loss to net cash used in operating activities:

Expenses paid by related

in operating assets and liabilities:

Prepaid expenses

and other current assets

Accounts receivables

Accounts payable and accrued expenses

Accrued royalties

Net cash used in operating activities

Net cash used in investing activities

Net cash used in financing activities

Accounts payable

and accrued expenses

Net cash used

in operating activities

Cash flows from

investing activities:

Net cash provided

by investing activities

Cash flows from

financing activities:

from related party promissory note

Net cash provided

by financing activities

Net decrease in cash

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of period

Cash and cash

equivalents, beginning of year

Cash and cash

equivalents, end of period

Supplemental cash flow information:

Cash paid for interest

Cash paid for taxes

The accompanying notes are an integral part

of these financial statements.

NOVINT TECHNOLOGIES, INC.

NOTES TO CONDENSED

FINANCIAL STATEMENTS

MARCH 31, 2023

NOTE 1 – DESCRIPTION OF BUSINESS

Cash paid for

accompanying notes are an integral part of these financial statements.

TECHNOLOGIES, INC.

(the “Company”, “Novint”, “we” or “us”) was originally incorporated

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.

TO CONDENSED FINANCIAL STATEMENTS

1 – DESCRIPTION OF BUSINESS

Technologies, Inc.

(the “Company” or “Novint”) was originally incorporated 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.

This merger was accounted for as a reorganization of the Company.

Nature of Business

Company currently is engaged in the development and sale of 3D haptics products and equipment.

Haptics refers to one’s sense

The Company’s focus is on the consumer interactive computer gaming market but the Company also does project work

in other areas.

The Company’s operations are based in New Mexico with sales of its haptics products primarily to consumers

through retail outlets.

Going Concern and Management’s

These financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in

the normal course of business.

The Company has incurred recurring losses and at March 31, 2023, had an accumulated deficit of $ 41,853,759 .

For the three-month period ended March 31, 2023, the Company sustained a net loss of $ 50,379 .

These factors, among others, raise

substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these

financial statements are issued.

These financial statements do not include any adjustments relating to the recoverability and classification

of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to

continue as a going concern.

The Company’s continuation as a going concern is contingent upon its ability to obtain additional

financing and generate revenue and cash flow to meet its obligations on a timely basis.

Management intends to seek

additional funding through debt or equity financing during the next twelve months to source new inventory and generate revenue

from product sales.

The novel coronavirus,

known as the global COVID-19 pandemic, was first identified in December 2019.

We continue to monitor the COVID-19 pandemic and

its effect on our business and results of operations;

however, we cannot predict the duration, scope or severity of the COVID-19

pandemic or its future impact on our business, results of operations, cash flows and financial condition

NOTE 2 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of

financial statements in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and 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 revenues and expenses during the reporting

The most significant estimates and assumptions made in the preparation of the financial statements relate to accrued royalties

and contingent consideration.

Company is engaged in the business of sales of 3D haptics products and equipment.

Haptics refers to one’s sense of touch.

Company’s focus is in the consumer interactive computer gaming market.

Additionally, the Company seeks to conduct custom

project work in other related areas.

The Company sells its haptics products primarily to consumers through online retail marketplaces.

Concern and Management’s Plans

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

The Company has incurred recurring losses and at June 30, 2023, had an accumulated

deficit of $ 41,935,024 .

For the six months ended June 30, 2023, the Company sustained a net loss of $ 131,644 .

These factors, among

others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern for the twelve

months following the date these financial statements were issued.

These financial statements do not include any adjustments relating

to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that

may be necessary should the Company be unable to continue as a going concern.

The Company’s continuation as a going concern

is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations

on a timely basis.

Management intends to seek additional funding through debt or equity

financing during the next twelve months to support the activities necessary to generate sales revenue and profits.

continue to monitor the COVID-19 pandemic and its effect on our business and results of operations.

We cannot predict the duration,

scope or severity of the COVID-19 pandemic or its future impact on our business, results of operations, cash flows and financial

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Estimates and Assumptions

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and 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 revenues and expenses

during the reporting period.

The most significant estimates and assumptions made in the preparation of the financial statements

relate to accrued royalties.

Actual results could differ from those estimates.

Basis of Presentation

The accompanying unaudited

condensed financial statements were prepared using generally accepted accounting principles for interim financial information and

the instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, these unaudited condensed financial statements do not

include all information or notes required by generally accepted accounting principles for annual financial statements and should

be read in conjunction with the Company’s annual financial statements included within the Company’s Special Report

on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

In the opinion of management,

the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s

financial position and the results of its operations and cash flows for the interim periods presented.

Such adjustments are of

a normal recurring nature.

The results of operations for the three months ended March 31, 2023 may not be indicative of results

for the full year.

Cash and Cash Equivalents

The Company considers

all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

The Company maintains cash

balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally

insured limits.

At times, balances on deposit may exceed FDIC insured limits.

The Company has not experienced any losses in such

Revenue and Cost Recognition

In May 2014, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2014-09, Revenue from

Contracts with Customers (Topic 606), and has since issued amendments thereto (collectively referred to as “ASC 606”).

The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to

customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or

services, and the guidance defines the following five-step process to achieve this core principle:(i) identify the contract(s)

with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate

the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies

a performance obligation.

ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues

and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized

from costs incurred to obtain or fulfill a contract.

Company recognizes revenue from sales of the Falcon 3D Touch Haptic Controller (the “Falcon”), which is a human-computer

user interface, and related accessories.

The Falcon allows the user to experience the sense of touch when using a computer while

holding its interchangeable handle.

of Presentation

accompanying unaudited condensed financial statements were prepared using generally accepted accounting principles for interim

financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, these unaudited condensed

financial statements do not include all information or notes required by generally accepted accounting principles for annual financial

statements and should be read in conjunction with the Company’s annual financial statements included within the Company’s

Special Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present

fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented.

Such adjustments are of a normal recurring nature.

The results of operations for the three and six months ended June 30, 2023

may not be indicative of results for the full year.

and Cash Equivalents

Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to federally insured limits.

At times, balances may exceed FDIC insured limits.

The Company has not experienced any losses

in such accounts.

and Cost Recognition

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued amendments thereto (collectively referred

to as “ASC 606”).

The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

in exchange for those goods or services, and the guidance defines a five-step process to achieve this core principle.

The five-step

process to achieve this principle is as follows:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations

in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations

in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation.

ASC 606 also mandates

additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts,

including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

Company accounts for revenue from sales of the Falcon 3D Touch Haptic Controller (the “Falcon”) under the provisions

The Falcon allows the user to experience the sense of touch when using a computer, while holding its interchangeable

The Falcons are manufactured by an unrelated party.

Revenue is recognized when products are

shipped to the customer and the Company has earned the right to receive and retain reasonable assured payments for the products

sold and delivered.

Consequently, if revenue recognition requirements are not met, such sales will be recorded as deferred revenue

until revenue recognition requirements are met.

The Company accounts

for its income taxes under the provisions of ASC Topic 740, “Income Taxes”.

The method of accounting for income taxes

under ASC 740 is an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred

tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities

using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets are reduced

by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.

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 deferred tax assets and liabilities of a change in

tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Fair Value of Financial Instruments

follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for

disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments.

ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three

broad levels.

Revenue is recognized when products are shipped to the customer and

the Company has earned the right to receive and retain reasonable assured payments for the products sold and delivered.

Consequently,

if revenue recognition requirements are not met, such sales will be recorded as deferred revenue until revenue recognition requirements

Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes”.

The method of accounting

for income taxes under ASC 740 is an asset and liability method which requires recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the financial statements or tax returns.

method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets

and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will

not be realized.

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 deferred tax assets and

liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Value of Financial Instruments

Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments.

FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into

three broad levels.

The three levels of fair value hierarchy are described below:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are

considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques

and at least one significant model assumption or input is unobservable.

The carrying amounts

of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses and

related liabilities approximate their fair values because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed the recent accounting

pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

and the SEC and determined that these pronouncements do not have a material impact on the Company’s current or anticipated

consolidated financial statement presentation or disclosures.

NOTE 3 – ACCOUNTS PAYABLE AND

ACCRUED EXPENSES

Accounts payable and accrued expenses are

Trade payables

market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other

than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting

Pricing inputs that

are generally observable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

similar techniques and at least one significant model assumption or input is unobservable.

carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable,

and accrued expenses and related liabilities approximate their fair values because of the short maturity of these instruments.

Issued Accounting Pronouncements

Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American

Institute of Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact

on the Company’s current or anticipated consolidated financial statement presentation or disclosures.

3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses are as follows:

Accrued expenses

Total accounts payable and accrued expenses

NOTE 4 – ACCRUED ROYALTIES

Accrued royalties relate

to the Company’s licensing agreements with various parties providing gaming software.

These licensing agreements have royalty

fees ranging from 5 % to 50 % of either gross or net revenue, and a flat per user end fee of $ 0.50 .

Under one or more of these agreements,

there is an annual aggregate minimum payment due of $ 50,000 , which has been recorded as accrued royalties, but remains unpaid.

Accrued royalty fees as of March 31, 2023 and December 31, 2022 were $ 695,632 and $ 683,132 , respectively.

If contested, the Company

may be found to be in breach of obligations to pay these amounts (although the Company believes this obligation is no longer ongoing),

thus the remaining obligation under these agreements remains presented as a liability on the Company’s Consolidated Balance

NOTE 5 – COMMITMENTS AND CONTINGENCIES

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

accounts payable and accrued expenses

4 – ACCRUED ROYALTIES

royalties relate 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

Accrued royalties as of June 30, 2023 and December 31, 2022, including unpaid annual minimum royalties, were $ 708,132

and $ 683,132 , respectively.

If contested by the licensors, the Company may be required to pay these amounts, thus the Company

continues to report the remaining obligation under the licensing agreements as a liability on the Company’s Balance Sheet.

The Company does not believe that it remains obligated to pay these royalties.

5 – COMMITMENTS AND CONTINGENCIES

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 will have a material adverse

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.

NOTE 6 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized

to issue up to 12,500,000 shares of $ 0.0001 par value preferred stock.

No shares of preferred stock are currently

The Board of Directors may designate the authorized but unissued shares of the Preferred Stock with such rights and

privileges as the Board of Directors may determine.

As such, the Board of Directors may issue preferred shares and designate the

conversion, voting and other rights and preferences without notice to the shareholders and without shareholder approval.

The Company is authorized

to issue up to 500,000,000 shares of $ 0.0001 par value common stock.

All issued shares of common stock are

entitled to vote on a 1 share/1 vote basis .

The Company had 202,308,728 shares of common stock issued and outstanding

as of March 31, 2023 and December 31, 2022.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated

events subsequent to March 31, 2023, through the date these financial statements were issued.

In the opinion of management, there

were no subsequent events that would require disclosure or adjustments to the accompanying financial statements through the date

the financial statements were issued.

6 – NOTE PAYABLE – RELATED PARTY

June 22, 2023, the Company issued and sold a promissory note with principal amount of $ 50,000 (the “AIGH Note”) to

AIGH Investment Partners, LLC (“AIGH”) and received proceeds of $ 50,000 ..

AIGH is controlled by the Company’s

President (Principal Chief Executive Officer and Principal Chief Financial Officer).

The AIGH Note is non-interest bearing and

matures upon the sooner to occur of i) a financing transaction generating gross proceeds to the Company of $ 1,000,000 or greater,

or ii) December 22, 2023 .

The Company recognized interest expense of $ 0 and $ 0 for the six months ended June 30, 2023 and 2022,

respectively.

see below for the Company’s future minimum payments reconciled to the Notes payable – related party balance on the

Balance Sheet.

ending June 30,

of Note Payable –

Related Party

debt issuance costs

7 – STOCKHOLDERS’ EQUITY

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

preferred stock are currently outstanding.

The Board of Directors may designate the authorized but unissued shares of the Preferred

Stock with such rights and privileges as the Board of Directors may determine.

As such, the Board of Directors may issue preferred

shares and designate the conversion, voting and other rights and preferences without notice to the shareholders and without shareholder

Company is authorized to issue 500,000,000 shares of $ 0.0001 par value common stock.

All issued shares of

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

The Company had 202,308,728 shares of common stock

issued and outstanding as of June 30, 2023, and December 31, 2022.

8 – SUBSEQUENT EVENTS

Company has evaluated subsequent events through the date these financial statements were issued.

In the opinion of management,

there were no subsequent events that would require disclosure or adjustments to the accompanying financial statements through

the date the financial statements were issued other than the following:

July 5, 2023, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company,

Dror Ortho-Design Ltd., a company incorporated under the laws of the State of Israel (“Dror”) and the shareholders of

In August of 2023 the Exchange Agreement was amended (the “Exchange Amendment”).

The Exchange Agreement and

Exchange Amendment together constitute the “Dror Transaction”.

One closing condition of the Dror Transaction is the

purchase of securities by outside investors (the “Private Placement Investors”) through a related securities purchase

agreement (the “Private Placement”).

The Private Placement shall be a sale and issuance of shares of the Company’s

common stock and shares of the Company’s preferred stock in exchange for up to a minimum of $ 5,000,000 .

completion of the Dror Transaction, the Dror shareholders and Private Placement Investors shall gain a majority of the

Company’s voting rights and will therefor gain control of the Company.

Dror shall also become a wholly owned subsidiary

of the Company.

As a shell company, the Company does meet the definition of a business under ASC 805 – Business Combinations

and for accounting purposes the Dror Transaction is considered to be a “reverse recapitalization”.

to the terms and conditions of the Dror Transaction, the shareholders of Dror agreed to transfer 285,153 ordinary

shares of Dror (the “Dror Shares”) to the Company in exchange for shares of the Company’s Preferred Stock using an

exchange ratio of 36.77270 (the

“Share Exchange”).

Additionally, the Company agreed to assume all of Dror’s obligations under Dror’s

outstanding share options (the “Dror Options”) and exchange such Dror Options for options to purchase a proportionate

number of shares of common stock of the Company.

The company also agreed to assume all outstanding Dror Series A-4 Warrants to

purchase Dror’s ordinary shares and convert such Dror warrants into five-year warrants to acquire shares of the

Company’s common stock at an exercise price of $ 0.033 per

The Share Exchange Agreement contains certain mutual representations and warranties, covenants and indemnification provisions

customary for transactions of this type.

closing of the transactions contemplated under the Share Exchange Agreement is subject to certain closing conditions described

therein (the “Closing Conditions”).

There is no assurance that the Closing Conditions will be satisfied.

of the Share Exchange is expected to occur no later than three (3) business days after the fulfillment or waiver of the Closing

Conditions or on such other date and time as the parties may mutually determine.

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-Q

Item 1. Financial Statements