--- schema_version: "secwatch.filing_event.v1" accession: "0001999371-24-000104" form_type: "8-K" ticker: "DROR" cik: "0001282980" company_name: "Dror Ortho-Design, Inc." filed_at: "2024-01-04T23:59:59+00:00" generated_at: "2026-06-07T03:50:23.997857+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Dror Ortho-Design shareholders approve authorized share increase to 3.25B and reverse split up to 1:100,000 ## Summary - Authorized common shares increased from 500M to 3,254,475,740 via Amended & Restated Charter filed Jan 4, 2024. - Reverse stock split approved at ratio between 1:1,000 and 1:100,000, with board discretion on exact ratio and timing within one year. - 2023 Long-Term Incentive Plan adopted; all five director nominees elected with over 817M votes for each (except Chaim Ravad with 511M for, 307M against). - Voting: Authorized Share Increase passed — common 277.1M for / 6.9M against; Series A Preferred 533.9M for / 0 against. - Reverse split proposal passed 812.5M for / 5.4M against; Restated Charter and Plan also approved. ## SEC filing metadata - accession: 0001999371-24-000104 - form_type: 8-K - ticker: DROR - cik: 0001282980 - company_name: Dror Ortho-Design, Inc. - filed_at: 2024-01-04T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/dror-8k_122923.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001999371-24-000104 - JSON: https://secwatch.observer/filing/0001999371-24-000104.json - Plain text: https://secwatch.observer/filing/0001999371-24-000104.txt ## Key facts - Governance Changes Dror Ortho-Design, Inc.: Increased authorized shares of common stock from 500,000,000 to 3,254,475,740 and corresponding change to authorized capital stock (effective 2024-01-04). - Change: charter amendment - Effective: 2024-01-04 source text: At the Annual Meeting, the Company’s stockholders also approved the adoption of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Charter”) and an amendment to the Restated Charter to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) from 500,000,000 to 3,254,475,740 and to make a corresponding change to the number of authorized shares of capital stock (the “Authorized Share Increase Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - Shareholder Votes Dror Ortho-Design, Inc. shareholders approved Approval of the adoption of an amendment to the Restated Charter to effect a reverse stock split of the Company’s Common Stock, at a ratio in the range of 1-for-1,000 to 1-for-100,000 (the “Reverse Stock Split”), with the exact exchange ratio and timing to be determined at the discretion of the Boar. - Proposal: reverse split - Outcome: passed source text: Approval of the adoption of an amendment to the Restated Charter to effect a reverse stock split of the Company’s Common Stock, at a ratio in the range of 1-for-1,000 to 1-for-100,000 (the “Reverse Stock Split”), with the exact exchange ratio and timing to be determined at the discretion of the Board but prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Annual Meeting and to be set forth in a public announcement. For Against Abstain 812,503,694 5,368,243 - evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - Shareholder Votes Dror Ortho-Design, Inc. shareholders approved Approval of the Authorized Share Increase Amendment.. - Outcome: passed source text: Common Stock For Against Abstain 277,114,834 6,862,270 - evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - Shareholder Votes Dror Ortho-Design, Inc. shareholders approved Approval of the 2023 Plan.. - Proposal: equity plan - Outcome: passed source text: Approval of the 2023 Plan. For Against Abstain Broker non-votes 816,367,167 1,504,770 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - Shareholder Votes Dror Ortho-Design, Inc. shareholders approved Approval of the adoption of the Restated Charter.. - Proposal: charter amendment - Outcome: passed source text: Approval of the adoption of the Restated Charter. For Against Abstain 817,871,937 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm - Shareholder Votes Dror Ortho-Design, Inc. shareholders approved Election of the five directors named in the Proxy Statement to the Board to serve until the annual meeting of stockholders in 2024 or until each one’s respective successor has been duly elected and qualified.. - Proposal: director election - Outcome: passed source text: Eliyahu (Lee) Haddad 817,866,937 5,000 - - Moshe Shvets 817,866,937 5,000 - - Chaim Hurvitz 817,866,937 5,000 - - Chaim Ravad 510,991,546 306,880,391 - - Yehuda Englander 817,866,937 5,000 - - evidence_url: https://www.sec.gov/Archives/edgar/data/1282980/000199937124000104/0001999371-24-000104-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.