UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2023
Dror Ortho-Design, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51783 | 85-0461778 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Shatner Street 3 Jerusalem, Israel |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +972 (0)74-700-6700
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 8, 2023, Dror Ortho-Design, Inc. (the “Company”) filed a certificate of correction (the “Certificate of Correction”) to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware. The Certificate of Designations erroneously stated that the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) had no voting rights. This contravened the Company’s Amended and Restated Certificate of Incorporation, which provides that the Company shall not have the power or authority to issue any shares of capital stock without voting power. The Certificate of Correction corrects this typographical error to the Certificate of Designations by modifying Section 4 of the Certificate of Designations to state that, except as otherwise provided therein or as required by applicable law, holders of the Preferred Stock shall be entitled to vote with holders of the Company’s common stock, par value $0.0001 per share (the “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. The Certificate of Correction further provides that each share of Preferred Stock shall entitle the holder thereof 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 into pursuant to Section 6 of the Certificate of Designations (after giving effect to any applicable limitation on conversion under Section 6(e) thereof).
The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Report.
| Exhibit No. | Description | |
| 3.1* | Certificate of Correction to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Dror Ortho-Design, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dror Ortho-Design, Inc. | |
| Dated: November 14, 2023 | By: /s/ Eliyahu (Lee) Haddad |
| Name: Eliyahu (Lee) Haddad | |
| Title: Chief Executive Officer |
Exhibit 3.1
CERTIFICATE
OF CORRECTION
OF
Dror Ortho-Design, Inc.,
a Delaware corporation
Dror Ortho-Design, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies:
| 1. | The name of the Corporation is Dror Ortho-Design, Inc. |
| 2. | That the Certificate of Designation of Preferences, Rights and Limitations of the Corporation’s Series A Convertible Preferred Stock (the “Certificate of Designation”) was filed by the Secretary of State of Delaware on August 11, 2023 and said Certificate of Designation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
| 3. | The inaccuracy or defect of said Certificate of Designation is: |
Due to a typographical error, Section 4 of the Certificate of Designation provided that, except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series A Convertible Preferred Stock shall have no voting rights. This contravenes the Corporation’s Amended and Restated Certificate of Incorporation, which provides that the Corporation shall not have the power or authority to issue any shares of capital stock without voting power.
| 4. | Section 4 of the Certificate of Designation is corrected to read as follows: |
“Section 4. Voting Rights. Except as otherwise provided herein or as required by applicable law, Holders of Series A Preferred Stock shall be entitled to vote with holders of the 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 Series A Preferred Stock shall entitle the Holder thereof to cast that number of votes per share of Series A Preferred Stock equal to the number of Conversion Shares into which such share of Series A Preferred Stock is convertible into pursuant to Section 6 hereof (after giving effect to any applicable limitation on conversion under Section 6(e)). Notwithstanding the foregoing, to the extent that under the DGCL the vote of the Holders of the Series A Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the Holders of the shares of the Series A Preferred Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum is present or by written consent of a majority of the Holders of the shares of the Series A Preferred Stock (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate series unless required under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Solely for purposes of determining the presence of a quorum at any meeting of the stockholders of the Company at which the Holders of the Series A Preferred Stock are entitled to vote, the number of shares of Series A Preferred Stock and votes represented by such shares shall be counted on an as converted to Common Stock basis, disregarding, for such purposes, any limitations on conversion set forth herein. Holders of the Series A Preferred Stock shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials and other information sent to stockholders) with respect to which they would be entitled to vote, which notice would be provided pursuant to the Corporation’s bylaws and the DGCL.”
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction to be executed this 2nd day of November, 2023.
| /s/ Eliyahu (Lee) Haddad | |
| Name: Eliyahu (Lee) Haddad Title: Chief Executive Officer |