Dror Ortho-Design, Inc. 10-K

ITEM 1. BUSINESS. Novint Timeline and Detailed Business Description Novint Technologies (Other OTC: NVNT) (“Novint”, the “Company”, “we”, “our”, “us”) was incorporated in the State of New Mexico as Novint Technologies, Inc. in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging into Novint Technologies, Inc., a Delaware corporation. The Company was formed with the goal of commercializing haptics technology by developing a revolutionary haptic game controller for computer video gaming and other computer applications based on technology licensed from Sandia National Laboratories (“Sandia”), one of three National Nuclear Security Administration research and development laboratories in the United States. Sandia is managed and operated by the National Technology and Engineering Solutions of Sandia LLC, a wholly owned subsidiary of Honeywell International, Inc. Haptics technologies allow people to use their sense of touch to interact with computers. Initially, the Company derived revenue primarily from developing professional applications for customers, including Aramco, Lockheed Martin, Chrysler, Chevron and Sandia. Beginning in 2007, the Company began to derive revenue primarily from the sale to customers of the consumer Falcon product (described in the sections below), and the associated “grips,” or handles that are shaped to mirror the application simulated by the Falcon product (e.g., a gun handle, a sword handle, or a steering wheel) and the sale or license of specially enabled computer games designed to be used with the Falcon. In 2007, we commercially released the Novint Falcon game controller, which uses patented nano-vibrations to create different “textures and “feels” that allow users to experience a realistic and detailed sense of touch, referred to as a “haptic” feel, when using video games and other computer applications.. Holding its handle, users feel the shapes, textures, weight, dimension and force feedback effects in software games that have been enabled to work with the Falcon. These “feelings”, which are felt in the hand of the user that is holding the Falcon controller, are generated by tiny nano vibrations that create sensations that simulate the real-life sensation of touch, as opposed to providing simple vibrations and feedback like Rumble Strip based joysticks developed by Immersion Corporation (IMMR). For example, a person can feel the difference between a piece of rubber or wool as he holds the handle of the Falcon and runs over the different materials on the screen. When firing a gun, the person gets a kickback and feeling based on the type of gun that is being fired. When a person is hit onscreen, the person feels the type of hit and from what direction the hit came. When a person catches a baseball in a glove, the person feels like the ball is landing in the glove. The feelings are almost surreal and frightening at times. It is difficult to describe the experience without feeling it firsthand. The Falcon and its haptics technology, games and applications provide the crucial missing “third sense” to human computer interaction. In late 2006, BusinessWeek wrote that “Novint’s haptic controller, the Falcon, looks set to revolutionize gaming.” In 2007, the Company began shipping the Falcon to commercial retailers and distributors in the U.S., including Fry’s, Tiger Direct, and J&R Music Store. Additionally, in the fourth quarter of 2007, Novint opened its online store for the sale of the Falcon, and computer games integrated to work with the Falcon. Customers could download games for use with the Falcon by going to the Company’s website and purchasing the haptics enabled games. The Company developed many of its own gaming titles. Also, the Company licensed several better-known game titles. The Company’s programmers haptically enabled these titles to take advantage of the haptic feedback and sensations when using the Falcon controller. Novint’s programmers added the haptic parts to the play of the programming code of these games using manual customization. We have commercialized over 45 gaming titles available for use with the Falcon controller since 2007. We are free to sell or provide the internally developed gaming titles as an accompanying software bonus along with the Falcon, not subject to any license agreement or royalty obligation. The licensing agreements with various gaming software providers have expired and are treated as terminated. The license agreement referenced in Note 4, which accounts for the contingent accrued royalties shown on the Company’s Balance Sheet for the year ended December 31, 2022, is an agreement dated January 4, 2004, as amended on July 24, 2007, between Novint Technologies, Inc. and Force Dimension, LLC, based in Switzerland. The Company treats the agreement as terminated without any further royalty obligation on the basis that Force Dimension, LLC committed a material breach of the agreement by failing to deliver the deliverables specified in the agreement. Our determination that Force Dimension committed a material breach is based on extensive due diligence, including examining related documents, and interviews with prior management and employees. In accordance with ASC 405-20, the contingent liability for unpaid royalties remains on the Company’s Balance Sheet for the year ended December 31, 2022 because there was never an official termination. 4 Although we sold thousands of Falcon units since 2007 and released dozens of software titles that were optimized to work with the Falcon, sales of the Falcon controller struggled and failed to reach a critical mass, which continues to this day. We believe that the titles were not released fast enough to satisfy consumer demand and that the cost of acquiring rights to game titles and haptically enabling the software was too large of a challenge for us. Additionally, we were not successful in securing a strategic partner to help us market the Falcon more effectively and assist with the huge software development efforts that were necessary for successful market penetration. From time to time, we engaged in discussions with larger commercial partners and performed R&D under contract for larger companies with the goal of obtaining assistance for commercial product development. None of these efforts were successful and there can be no assurances that we will be able to find partners to assist us in successfully commercializing our products. In addition, pursuant to the 2015 Patent Sale and License Agreement described below, there are extensive restrictions on our ability to engage commercial partners on a go forward basis. However, we retain the right to enter into manufacturing arrangements to produce certain Falcon products for others or engage contract manufacturers to produce certain Falcon products on our behalf. The permitted Falcon products are limited to Falcon products that are based solely on designs existing at the time of the 2015 Patent Sale and License Agreement, as well as the unreleased next generation designs of the Company’s Xio products (described below). From time to time, we engage in discussions with potential strategic partners for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (“Business Combination”). We have reviewed several opportunities to enter into a Business Combination but none of our reviews has resulted in a binding agreement. There can be no assurances that we will be able to find a suitable strategic partner or successfully negotiate and enter into any binding agreement regarding a Business Combination. Force Tek Transaction In April 2011, Novint merged with Force Tek Technologies, LLC (“Force Tek”), a company founded by serial entrepreneur Shannon Vissman, which developed a full arm controller with forced feedback that could be used for gaming. Novint and Force Tek initially met at a gaming conference where the companies recognized the potential of merging their complementary technologies into a single unified gaming controller that had much of the haptic feedback of the Falcon, but in a portable controller that fits on a user’s arm. The combined company continued to be known as Novint. Following the 2011 merger, Shannon Vissman and Ryan Christoff joined the Company’s Board of Directors (the “Board”), replacing Brian Long and Jan Richardson. On October 24, 2011, Tom Anderson resigned as CEO and was replaced by Shannon Vissman. In connection with the merger, all debt of the Company was either repaid or converted to equity. Mr. Vissman, and to a lesser extent Mr. Christoff, provided equity funding of approximately $3 million at a fixed price per share. This funding was used to merge R&D teams and to create a next generation game controller with the combined technologies, called the Xio, while continuing to support the Company’s sales of the Falcon controller and related accessories and software. The integration work for the Xio was never completed, though various prototypes were developed. During this time, Novint performed custom haptic projects related to Xio prototypes for customers, including the US army, but these efforts failed to generate significant business opportunities and the Company was unsuccessful in obtaining any commercial production contracts as a result of this work. In connection with the merger, the Company assumed the license agreement dated April 6, 2009 among Force Tek, as licensee, and Inverse Technology Corporation and Kinetecs, Inc., as licensors (the “Force Tek License”). Pursuant to the Force Tek License, Force Tek paid an initial payment and incurred an obligation to pay royalties based on sales of products that utilize the licensed technology, which may be used in the Xio product, in which case the Company would be required to pay royalties on commercial sales of the Xio product. There can be no assurances that we will successfully commercialize the Xio product. In August 2013, Brian Long, Jan Richardson, Tom Anderson and Shannon Vissman resigned from the Board, and Orin Hirschman and Martin Chopp joined the Board to serve alongside Ryan Christoff. The Company issued and sold $55,180 of senior secured debt to support operations. Since that time, we have worked to preserve cash and reduce expenses while continuing to sell small amounts of Falcons and related accessories and software titles, with a goal of preserving cash. Simultaneously, we initiated a process to explore ways to further realize value from Novint’s patent portfolio, the Falcon hardware and related software, and the our next generation Xio product. 5 In June 2015, after an extensive process, Novint sold 5 patents and sublicensed 5 patents to an undisclosed technology company for a $750,000 upfront payment, and a potential second payment of $750,000 upon waiver of assignment from the DOE to Sandia (the “2015 Patent Sale and License Agreement”). The second payment was paid in July 2016. Net of broker fees, legal expenses and payments to Sandia to release their rights to the IP, we received net proceeds of $699,714. We retained a non-transferable license that allows us to continue selling Falcon products that are based solely on their designs existing at the time of the 2015 Patent Sale and License Agreement (the “Permitted Falcon Products”) and next generation devices, such as the Xio. Since that time, Novint has continued selling small amounts of Permitted Falcon Products and related software and accessories while engaging in discussions with potential partners on Permitted Falcon Products and Xio products and studying other ways to realize value from these products. Management believes that Novint was too early in trying to pioneer the market for a consumer haptic controller. One of the major disadvantages of the original Falcon design highlighted by customers and potential commercial partners was its size and weight and the need for the controller to be sitting on a desktop. The Xio product, our next generation product that is developed but not completed, addresses this issue by being lightweight and strapping onto the hand and forearm. The product is not ready for commercial release and there can be no assurances that the product will be completed or commercially released in the future. Principal Products – Falcon The Falcon is an extensible, grounded (e.g., desktop), three-dimensional (3D) haptic interaction device. It is a compact robotic device with characteristics optimized for real-time force-feedback and tactile interaction. The Falcon was specifically developed for consumer applications with an emphasis on interactive gaming.. The Novint Falcon was designed to be used for both PC and console gaming. All that is required to interface to the device is some form of serial interface (wired or wireless). Novint has also created in-lab prototypes of the Falcon that would be directly connected to gaming consoles. Additionally, the performance characteristics of the Falcon device are such that it has seen some wider application in fields such as education, medicine, scientific visualization, robotics and tele-robotics The current consumer version of the Falcon consists of the Main Unit, a Stand and a “Grip” or end effector. The Main Unit is capable of generating high-fidelity, high-bandwidth, 3D forces and accurately sensing 3D position in real-time within its working envelope. The Main Unit has on-board computational capabilities and is programmed by and communicates with a host computer or system via a bi-directional USB communication interface. It is typically powered using an external DC power supply. The Main Unit has a modular, quick connect/disconnect, electromechanical interface (i.e., the Grip Interface) that allows various grips to be mounted to it. This interface allows a grip to be mechanically connected to the Main Unit and provides electrical power and communication with the grip. When the Falcon is utilized as a haptic interaction device, it is the grip that the end-user actually grasps and uses to interact with the device. The Grips themselves have arbitrary shapes and functions. A Grip simply has to adhere to the mechanical and electrical constraints of the Grip Interface. Grips typically use on-board computational elements to report their state to the Main Unit via the serial communication channel of the Grip Interface. Two typical consumer grips are a general-purpose spherical interface and a pistol shaped grip typically used for game play and interaction. These grips have various buttons and communicate their identity as well as button state via the Grip Interface to the Main Unit. The Main Unit is modularly mounted on a Stand. Consumer units are typically shipped with a “U” stand. The Falcon Main Unit can be mounted, however, on any stand or object that provides the appropriate mechanical interface and fasteners. The Falcon communicates with a host computer or system via a bi-directional USB communication interface at a 1 KHz data rate. Drivers and APIs/SDKs on the host side allow haptic interaction to be incorporated or added to various applications across various markets. Subsequent to the introduction of the current consumer Falcon haptic interface device, there have been a variety of improvements, features and options to the design of the device, which the Company has implemented on a limited number of units for specific customers. Other significant changes have been designed for the device as product improvements or model variations. These changes to the device design have not yet made it to the consumer version of the device but could do so given appropriate funding, timing and markets. For example, the current capstan cable drive mechanism for the Falcon utilizes a single spring tensioner. Under high-speed motions, this approach results in unequal cable tension between the cable on one side of the capstan and the other, potentially leading to slippage of the cable relative to the capstan when motor direction is abruptly reversed after a high-speed run. A drive system that helps guarantee balanced cable tension is one of the pre-planned product improvements for the Falcon. Another example is the potential to decrease the electronics cost. The current consumer Falcon utilizes a Digital Signal Processor (DSP), and other electronics elements to implement the Falcon’s processing and communication system. Significant effort has been undertaken in designs where an ASIC is used for a major portion of these processing and communication requirements. This design will allow more economical production of the Falcon for larger volume production runs. 6 There are other areas of potential improvement to the Falcon. The current consumer Falcon is relatively compact compared to other arm mechanisms. The radial twist employed in the “arm” design decreases the radial cross section of the device. Physical layout of the electronics is also optimized to decrease size. In addition, the U-shaped base helps to decrease the apparent size of the device. Nonetheless, further decreasing the apparent and real volume of the device is desirable for increased consumer acceptance. Ideally, this decrease would also reduce the manufacturing cost for the Falcon. Novint has outlined a fundamental approach where most of the encasing plastic for the Falcon Main Unit will be removed and the underlying plastic frame for the Falcon will be modified to be the exterior of the device as well as supporting the device mechanisms and electronics. This will significantly decrease the apparent size and volume of the Falcon. It also provides significant additional shape, color and opacity options to the appearance of the Falcon Main Unit, including clear plastic options where the internal mechanisms and electronics are visible. A significant amount of effort has been taken in the design of potential consumer grips. One major class of effort has revolved around variations in general purpose grips for ergonomic and functional improvements. A significant number of custom variations of the Falcon have been designed and built over time. Typically, these developments have been for customers in the “professional” sectors (e.g., medicine, telerobotics, and scientific visualization). These variations have been based on the current consumer Falcon design and can easily be incorporated into the standard Falcon line when appropriate. Novint has made several custom variations to the Falcon for specific customers and use cases. As part of its custom efforts, we have developed improved control algorithms for the Falcon Main Unit that allow higher peak forces to be generated or lower forces to be maintained for longer periods of time. These developments are embodied in custom units referred to as “Super Falcons”. Fundamentally, these improvements involve changes to the timing and pulse-width modulation motor control used in the control algorithms run on the Falcon Main Unit’s DSP. No changes to Falcon hardware are required. This allows a “Super Falcon” to be sold to consumers when appropriate. In addition, several fundamentally new Grip designs for the Falcon have been developed for custom customer applications. Consumer versions of these designs are possible. In addition to the Falcon device, we have developed and sold software and demonstrations for all gaming genres including Action, Adventure, Fighting, Racing, Simulation, Sport, Strategy, Parlor, Massively Multiplayer Online (MMO) and Miscellaneous (e.g., board games, pinball). Also, we have created a number of haptically enabled software applications that allow the Falcon to be utilized for many non-gaming uses. For example, Novint has developed medical simulation software for various injection procedures, including Epidural injections, Synvisc™ injection, Depo-Medrol™ injection and other injections. Novint has also developed software applications that allow a user to feel as well as see medical data. For example, CT Scan data can be probed using the Falcon, and the difference between soft tissue and bone can be felt. Novint’s medical applications have typically been used both for medical marketing and procedure familiarization or training. In addition, Novint has developed specific software for marketing purposes that works with the Falcon. For example, Novint modified a game for Anheuser-Busch to use during its on-site marketing campaigns. Novint has also developed software applications where a Falcon’s motion is controlled via software or in real time using another (remote) Falcon. 7 Other Haptic Companies and Competition Developments over the last several years create the potential for more consumer interest in haptic devices and controllers. In 2016, Facebook released the Oculus Rift Virtual Reality (VR) headset at a sub $1,000 price point, which a consumer can wear on his/her head and experience virtual reality. HTC, a market leader in VR, sells a similar headset. Both companies sell companion hand controllers that are are small and lightweight, but offer limited haptic feedback compared to the Falcon. Over the last few years, and in particular in very recent periods, there have been a number of start-up companies working on new haptic controllers, including handheld devices that are similar to the controllers sold by Facebook and HTC, as well as more elaborate wearable haptic controllers, including gloves. These devices are more similar to Novint’s next generation Xio design and are more elaborate than the handheld controllers currently on the market. The sudden surge in development in this area suggests that the field is beginning to gain more interest following the commercial releases of the Oculus Rift and HTC products as well as similar headsets that are being introduced by other companies. There are many companies producing VR and haptic devices that compete with or may compete in the future with the Falcon and Xio. Some of the companies that may be competitive include: ● Immersion Corporation (NASDAQ: IMMR) is primarily a 1D or 2D haptics hardware company (a Haptic computer interaction in which forces are mechanically displayed to a user in 1 or 2 directions of movement; examples are force feedback joysticks and force feedback mice). Immersion has acquired other haptics device companies, such as Cybernet, Haptech and Virtual Technologies. ● VRgluv, based in Atlanta, Georgia, offers a haptic glove for controlling virtual reality systems, such as the Occulus Rift and HTC Vive. The glove has sensors throughout as well as force feedback and appears to provide a very robust user experience. VRgluv appears be directly competitive with our Xio product. ● Microsoft offers several haptic devices that simply vibrate and rumble, such as the control pads for their Xbox systems. Microsoft may be working on various haptic controllers to complement the company’s Hololens Virtual Reality headset that it has begun selling. ● Logitech sells haptics mice, wheels, and joysticks licensed from Immersion, which are primarily used for gaming. Logitech’s haptics products are two-dimensional and do not offer as many features as the Falcon. Employees As of March 31, 2023, we do not have any full-time employees in our workforce. Corporate and Available Information Novint Technologies was incorporated in the State of New Mexico as Novint Technologies, Inc. in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging into Novint Technologies, Inc., a Delaware corporation. The Company’s principal executive offices are located at 100 Merrick Road–Suite 400W, Rockville Center, NY 11570. The Company’s telephone number is (866) 298-4420, and its website address is www.novint.com . The information contained in, or accessible through our website does not constitute a part of and is not deemed or otherwise incorporated by reference in this Annual Report on Form 10-K. The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, are available free of charge through the “Investors — SEC Filings” section of the Company’s website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the Securities and Exchange Commission. The Company’s shares of common stock are listed on Other OTC under the symbol “NVNT.” 8 ITEM 1A. RISK FACTORS Not required to be provided by smaller reporting companies. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Currently, the Company does not lease or own any real property.