Novint enters share exchange to acquire Dror Ortho-Design; each Dror share exchanged for 1.05B preferred shares

Dror Ortho-Design, Inc.

Each Dror ordinary share exchanged for 1,048,585,364 shares of Novint Series A Convertible Preferred Stock.
Dror options and Series A-4 warrants converted into options/warrants for Novint common stock at $0.033 exercise price.
Closing conditioned on Private Placement raising at least $5M; expected within 3 business days after conditions met.
Certain Dror shareholders subject to Lock-Up Agreement: no transfers for 24 months after closing or 12 months after uplisting.
Dror becomes wholly owned subsidiary; exchange intended as tax-deferred under Section 351 of the Internal Revenue Code.

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Dror Ortho-Design, Inc. entered into Share Exchange Agreement with Dror Ortho-Design Ltd. valued at Share exchange for 1,048,585,364 shares of Preferred Stock; assumption of Dror's outstanding share o (effective 2023-07-05).

Action: entry
Agreement: merger
Counterparty: Dror Ortho-Design Ltd.
Value: Share exchange for 1,048,585,364 shares of Preferred Stock; assumption of Dror's outstanding share o
Effective: 2023-07-05

Exact text from the filing

On July 5, 2023, Novint Technologies, Inc. (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 Dror.

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Dror Ortho-Design, Inc. filing history →

Source: SEC EDGAR

accession 0001387131-23-008364

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