UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____ to ____

 Commission File No. 000-51783

 Dror Ortho-Design, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 85-0461778

 (State or other jurisdiction
 of incorporation or organization)

 (I.R.S. Employer
 Identification Number)

 Shatner Street 3
 Jerusalem, Israel

 N/A

 (Address of principal executive office)

 (Zip Code)

 Registrant's telephone number, including
area code: +972 (0)74-700-6700

 Novint Technologies, Inc.

100 Merrick Road-Suite 400W, Rockville Center, NY, 11570

 (Former name or former address, if changed since last report)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 None

 None

 None

 Securities registered pursuant to Section 12(b)
of the Act: Common Stock, par value $0.0001 per share

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant on June 30, 2024, based on the price at which the common equity was
last sold of $0.004 was $ 4,310,365.

 The number of shares outstanding of the registrant's
Common Stock as of February 18, 2025 was 956,997,116 shares.

 Documents Incorporated by Reference

 None.

 DROR ORTHO-DESIGN, INC.

 Page

 Cautionary
 Note Regarding Forward-Looking Statements

 ii

 Risk
 Factors Summary

 iv

 PART
 I

 ITEM 1.

 Business

 ITEM 1A.

 Risk
 Factors

 ITEM 1B.

 Unresolved
 Staff Comments

 ITEM 1C.

 Cybersecurity

 ITEM 2.

 Properties

 ITEM 3.

 Legal
 Proceedings

 ITEM 4.

 Mine
 Safety Disclosures

 PART
 II

 ITEM 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM 6.

 [Reserved]

 ITEM 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operation

 ITEM 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 ITEM 8.

 Financial
 Statements and Supplementary Data

 ITEM 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM 9A.

 Controls
 and Procedures

 ITEM 9B.

 Other
 Information

 ITEM 9C.

 Disclosure
 Regarding Foreign Jurisdictions That Prevent Inspections

 PART
 III

 ITEM 10.

 Directors,
 Executive Officers and Corporate Governance

 ITEM 11.

 Executive
 Compensation

 ITEM 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 ITEM 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 ITEM 15.

 Exhibits
 and Financial Statement Schedules

 ITEM 16.

 Form
 10-K Summary

 SIGNATURES

 i

 Cautionary
Note Regarding Forward-Looking Statements

 Statements in this
Annual Report on Form 10-K (this "Annual Report") of Dror Ortho-Design, Inc. (f/k/a Novint Technologies, Inc.)
("we," "us," "Dror," or the "Company") and other written reports made from time to
time by us that are not historical facts, including statements regarding our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of management and expected market growth, constitute so-called
"forward-looking statements," all of which are subject to risks and uncertainties. Forward-looking statements can be
identified by the use of words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "will," "would," and other words of
similar meaning, although not all forward-looking statements contain these identifying words. Forward-looking statements are likely
to address our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to
obtain additional financing our ability to retain and recruit key personnel our financial performance our ability
to become profitable and generate consistent cash flows to remain profitable our ability to fund our working capital
requirements developments and projections relating to our competitors or our industry; and our Platform (as defined below) and
any other products, among other things. You should carefully consider any such statement and should understand that many factors
could cause actual results to differ from our forward-looking statements. Such risks and uncertainties include but are not limited
to the following:

 our operations and financial
 performance depend on global and regional economic conditions. Inflation, fluctuations in currency exchange rates, changes in consumer
 confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect our
 business, results of operations, and financial condition;

 our Company is in the development
 stage, is not generating revenues and has no operating history in the manufacturing and distribution of orthodontic medical devices
 or platforms for consumer use;

 our products and technologies
 may not be accepted by the intended commercial consumers of our products, which could harm our future financial performance;

 we expect continued operating
 losses and cannot be certain of our future profitability;

 our net revenues will depend
 primarily on our Platform and any decline in sales or average selling price of our Platform may adversely affect net revenues, gross
 margin and net income;

 our Company will face competition
 from large internationally established aligner companies whose products have been widely accepted;

 our growth and future success
 may depend on our ability to enhance our Platform or to develop, obtain regulatory clearance for, successfully introduce, and achieve
 market acceptance of new products and services;

 we are subject to operating
 risks, including excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations;

 our products and information
 technology systems are critical to our business. Issues with product development or enhancements, IT system integration, implementation,
 updates and upgrades could disrupt our operations and have a material impact on our business and operating results;

 complying with regulations
 enforced by FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial
 penalties;

 we may not receive the
 necessary authorizations to market our Platform or any future new products, and any failure to timely do so may adversely affect
 our ability to grow our business;

 ii

 certain modifications to
 our products may require new 510(k) clearance or other marketing authorizations;

 ongoing changes in healthcare
 regulation could negatively affect our revenues, business and financial condition;

 we are subject to certain
 federal, state, and foreign fraud and abuse laws, health information privacy and security laws, and transparency laws, which, if
 violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these
 laws could cause adverse publicity and be costly to respond to, and thus could harm our business;

 our success depends in
 part on our proprietary technology, and if we are unable to successfully enforce our intellectual property rights, our competitive
 position may be harmed;

 the relative lack of U.S.
 public company experience of our management team may put us at a competitive disadvantage;

 our common stock, par value
 $0.0001 per share ("Common Stock"), is not listed on any stock exchange and there is a limited market for shares of our
 Common Stock. Even if a market for our Common Stock develops, our Common Stock could be subject to wide fluctuations; and

 other risks and uncertainties
 outlined in section of this Annual Report entitled "1A. Risk Factors" and other risks detailed from time to time in our
 filings with the United States Securities and Exchange Commission (the "SEC") or otherwise.

 These factors may include
inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No
forward-looking statement can be guaranteed, and actual future results may vary materially. Information regarding market and industry
statistics contained in this Annual Report is included based on information available to us that we believe is accurate. It is generally
based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not
reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Annual
Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional
uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume
any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking
statements.

 These forward-looking statements
are based on information available as of the date of this Annual Report and current expectations, forecasts and assumptions, and involve
a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our
views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.

 iii

 Risk
Factors Summary

 Our business is subject to
numerous risks and uncertainties, including those highlighted in the section entitled "Risk Factors" immediately following
this prospectus summary, that represent challenges that we face in connection with the successful implementation of our strategy and
the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a
negative effect on our business strategy, which could cause a decline in the price of shares of our Common Stock or warrants and result
in a loss of all or a portion of your investment:

 Our financial statements
 have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going
 concern.

 We conduct our operations
 in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel's
 war against them, may affect our operations.

 Our operations and financial
 performance depend on global and regional economic conditions. Inflation, fluctuations in currency exchange rates, changes in consumer
 confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect our
 business, results of operations, and financial condition.

 Our Company is in the development
 stage, is not generating revenues and has no operating history in the manufacturing and distribution of orthodontic medical devices
 or platforms for consumer use.

 Our products and technologies
 may not be accepted by the intended commercial consumers of our products, which could harm our future financial performance.

 We expect continued operating
 losses and cannot be certain of our future profitability.

 Our net revenues will depend
 primarily on our Platform and any decline in sales or average selling price of our Platform may adversely affect net revenues, gross
 margin and net income.

 We will face competition
 from large internationally established aligner companies whose products have been widely accepted.

 Our growth and future success
 may depend on our ability to enhance our Platform or to develop, obtain regulatory clearance for, successfully introduce, and achieve
 market acceptance of new products and services.

 We are subject to operating
 risks, including excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations.

 Our products and information
 technology systems are critical to our business. Issues with product development or enhancements, IT system integration, implementation,
 updates and upgrades could disrupt our operations and have a material impact on our business and operating results.

 iv

 Complying with regulations
 enforced by FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial
 penalties.

 We may not receive the
 necessary authorizations to market our Platform or any future new products, and any failure to timely do so may adversely affect
 our ability to grow our business.

 Certain modifications to
 our products may require new 510(k) clearance or other marketing authorizations.

 Ongoing changes in healthcare
 regulation could negatively affect our revenues, business and financial condition.

 We are subject to certain
 federal, state, and foreign fraud and abuse laws, health information privacy and security laws, and transparency laws, which, if
 violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these
 laws could cause adverse publicity and be costly to respond to, and thus could harm our business.

 Our success depends in
 part on our proprietary technology, and if we are unable to successfully enforce our intellectual property rights, our competitive
 position may be harmed.

 The relative lack of U.S.
 public company experience of our management team may put us at a competitive disadvantage.

 Our Common Stock is not
 listed on any stock exchange and there is a limited market for shares of our Common Stock. Even if a market for our Common Stock
 develops, our Common Stock could be subject to wide fluctuations.

 Other risks and uncertainties
 outlined in section of this Annual Report entitled "Risk Factors" and other risks detailed from time to time in our filings
 with the SEC or otherwise.

 These factors may include
inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No
forward-looking statement can be guaranteed, and actual future results may vary materially.

 v

 Item 1. Business.

 As used in this Report,
all references to "we," "our" and "us" for periods prior to the closing of the Share Exchange refer
to Dror Ortho-Design Ltd., a company incorporated under the laws of the State of Israel, and for periods subsequent to the closing of
the Share Exchange refer to Dror Ortho-Design, Inc., a Delaware corporation and its direct and indirect subsidiaries.

 Overview

 We were incorporated as Novint
Technologies, Inc. in the State of New Mexico in April 1999. On February 26, 2002, we changed our state of incorporation to Delaware
by merging with Novint Technologies, Inc., a Delaware corporation. On July 5, 2023, we entered into a share exchange agreement with the
shareholders of Dror Ortho-Design, Ltd. ("Private Dror"), pursuant to which the shareholders of Private Dror agreed to exchange
all of their outstanding ordinary shares Private Dror for shares of our Common Stock and convertible preferred stock (the "Share
Exchange"). On August 14, 2023, the Share Exchange was consummated and we changed our name from "Novint Technologies,
Inc." to "Dror Ortho-Design, Inc." Following the Share Exchange, we succeeded to the business of Private Dror as our
sole line of business.

 Our Company

 We have reimagined the way people can correct
their smile.

 We plan to disrupt the aligner
market by offering millions of people a revolutionary alternative. We believe that people do not need to change their lifestyle to correct
their smile as they are required to do with existing aligner solutions.

 Existing aligner solutions
generally share the same treatment principles, which are different from our solution. In most cases, patients seeking to improve their
smile need to undergo a 12-to-15 month process of wearing plastic aligners, which need to be worn the entire day and should only be removed
while eating or drinking. Patients are prescribed a series of 20 to 30 aligners that are intended to forcefully move teeth progressively
closer to their intended final position. This process causes pain every time a new aligner is used and restricts blood circulation, which
counterproductively slows down tooth movement. All-day aligner solutions are also intrusive, as patients need to conduct their lives
at work or school wearing the plastic aligners. In addition, most existing aligner therapies require multiple visits to an orthodontist
to monitor the progress of treatment plans through intraoral scanning, physical examination and patient testimony.

 We believe that recent
rapid advancements in technology have made traditional aligner solutions no longer the most effective treatment option for smile
correction. Our Company has developed a proprietary AI-based platform to correct people's smiles in a discreet and less
painful manner. On July 14, 2024, the Company announced that its next generation solution will be rebranded from Aerodentis to
"ZSmile" (the "Platform") since the Platform is intended for nighttime use and while sleeping. The name
"ZSmile" is intended to communicate that people can correct their smile while they sleep or colloquially "getting
some zzz's". ZSmile uses only one smart aligner to gently move teeth into their optimum position with pulsating air
while the patient is sleeping or at home. The Company has several patents for the technology used in the Platform and is currently
in the process of preparing the prototype for FDA approval.

 Our predecessor first generation
Aerodentis System is a Class II medical device, which was cleared by FDA for commercialization in the U.S. pursuant to the 510(k) notification
process for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. The Company is preparing to apply
for 510(k) clearance for the Platform as a Class II medical device, which constitutes an updated version of the currently cleared device.
Such updated Platform contains new and/or different components than the original device, which is why a new 510(k) clearance is required
prior to marketing the Platform in the U.S. We have not yet filed a 510(k) submission for the Platform, and it has, thus, not been found
by the FDA to be substantially equivalent to the first generation Aerodentis System.

 The Company currently does
not generate revenues to fund operations and anticipates that it will continue to incur significant losses as it continues to develop
the Platform. Please refer to "Risk Factors - We are in the development stage, are not generating revenues and have no operating
history in the manufacturing and distribution of orthodontic medical devices or platforms for consumer use." for additional information.
The Company intends to spend approximately $1 million over the next 12 months on software and hardware development as well as the accompanying
regulatory approvals and IP protection associated with such software and hardware projects.

 Our Product

 The First Generation Aerodentis System

 Our Company was founded in
2005 with the goal of offering millions of people a chance to correct their smile in a more discreet and less painful manner. The first
generation of our product underwent ten years of development by a team of twelve orthodontists, engineers, industrial designers and dental
technicians. This team developed a new clinically-proven method for correcting Class 1 and Class 2 malocclusion using pulsating air.
The team discovered that using pulsating air improved blood circulation in the gums, which is essential to tooth movement. This first-generation
product (the "Aerodentis System") was composed of a base control unit that contained a pump and motor that would deliver
pulses of air to a micro balloon that was part of a mouthpiece to be used by the patient to deliver the treatment. The use of pulsating
air is the base patented technology that distinguishes our Aerodentis System from clear aligner therapies, which are designed to move
teeth using continuous resistant force delivered by the aligner, which impairs blood flow.

 Pictured: Base control
unit, containing micro-pump and controls, attached to the smart aligner. The smart aligner is composed of an outer mouthpiece structure,
which is shaped based on the final position of the teeth for a perfect smile. Behind the outer mouthpiece structure is a micro balloon
that is attached to the base control unit with a fine and flexible microtube. The balloon delivers pulsating air by inflating and deflating.
Behind the balloon is the "push structure," which provides the balloon with a surface to push against as it gently moves
the teeth.

 In January 2013, the Aerodentis
System composed of the base control unit and custom mouthpiece received the European CE Mark. In 2020, it received FDA clearance via
the 510(k) process as a Class II medical device, with broad indication for use "in movement and alignment of teeth during orthodontic
treatment of malocclusion." Clinical trials demonstrated that Aerodentis System was suitable for adults and pediatric patients
with Class 1 and Class 2 malocclusion, including crowding, proclination and retroclination. Further, clinical trials have demonstrated
that the effectiveness of Aerodentis System was consistent with the results achieved by the Invisalign clear aligners solution provided
by Align Technology, Inc.

 Pictured: Close up of
smart aligner with (1) outer structure formed based on the final tooth position desired for a perfect smile and (2) micro balloon
inserted between the outer structure and the inner structure to support the balloon's expansion.

 The Platform

 Building on the Aerodentis
System, we have developed a prototype of the ZSmile, our next generation, comprehensive enhanced solution to Class 1 and Class 2 malocclusion
for which we intend to submit a 510(k) application for marketing in the U.S., as the Platform is beyond the scope of our current FDA
clearance. The prototype of the Platform was developed over the course of eighteen months and is intended to advance the proven clinical
features of the Aerodentis System while incorporating recent developments in artificial intelligence utilized in our ZSmile AI Cloud
(as defined below) component of the Platform, secure wireless and Internet communications with Internet of Things ("IoT")
devices used in our Smart Aligner System component of the Platform and advanced imaging and 3D printing technologies. IoT devices revers
to pieces of hardware, such as sensors, actuators, gadgets, appliances, or machines, that are programmed for certain applications and
can transmit data over the internet or other networks.

 Our Platform is comprised of three primary components:

 the ZSmile smartphone application;

 our AI-based cloud service
 ("ZSmile AI Cloud"), which is used to perform analytics and manage patient treatment plans; and

 the smart aligner system
 used by the patient, which consists of: (i) a base control unit containing the pump and the IoT components and (ii) a smart aligner
 containing the micro-balloon that gently pushes teeth into their intended final position using pulsating air (the "Smart Aligner
 System").

 The following provides a more detailed description of each of the
components of our Platform:

 ZSmile Smartphone Application

 Our freely downloadable
ZSmile smartphone application will allow potential patients to make a video of their smile and teeth and upload the video to the
ZSmile AI Cloud. This 2D video will be converted into a 3D model using our proprietary patent-pending AI based image analysis
technology. The underlying algorithms will then perform an initial analysis to determine if the patient can potentially benefit from
our solution. This complex analysis will be performed in minutes and will deliver a "Go/No Go" response. Once a patient
begins treatment, they will use the smartphone application to provide their dental professional with ongoing remote monitoring of
their treatment progress. The smartphone application can be used to upload additional teeth videos showing progress and to transmit
data from the Smart Aligner System (described below), including the amount of time the patient used the Smart Aligner System and the
pressure and pulse levels administered.

 ZSmile AI Cloud

 The ZSmile AI Cloud will
be used to analyze data uploaded by patients and to facilitate communication between patients and dental professionals. If the analysis
performed on the initial video upload from the ZSmile smartphone application delivers a "Go" result, the patient will be
invited to have an intraoral scan performed by a dental professional from our network of participating providers. The results of this
intraoral scan will be uploaded to the ZSmile AI Cloud by the dental professional, and the ZSmile AI Cloud will use a machine learning
algorithm to compare the scan with the initial model generated from the patient's initial video upload. The machine learning algorithm
is designed to learn with every scan how to improve the accuracy of the 3D images it generates from smartphone videos. We believe that
the Platform's image analysis of smartphone videos will eventually approach the level of accuracy observed in intraoral scans.
If we achieve this, we will be in a position to be able provide highly accurate image analysis of teeth that can be used throughout the
dental industry since it would allow for smartphones to essentially replace the need for intraoral scans for certain cases. This would
dramatically increase the efficiency and treatment delivery cycle in the dental industry and result in a potentially material economic
benefit to our Company in the future.

 The ZSmile AI Cloud will
also be used for ongoing analysis of patient data and management of a patient's treatment plan throughout the treatment. A dental
professional will use our Platform to develop a customized treatment plan, including any interproximal reduction necessary before treatment
begins, based on the Smart Aligner System. As a patient uploads progress videos from their smartphone, the Platform will compare tooth
positions in previous videos to current positions. A dental professional will be able to use this data to remotely monitor the treatment
progress and modify the treatment plan remotely as needed.

 Smart Aligner System

 The Platform's Smart
Aligner System features a newer, more advanced version of our first generation ZSmile System, featuring completely redesigned micropump
and motor mechanisms. The redesign has significantly increased the pump's pressure capacity, efficiency, and durability. In addition,
the base control unit of Smart Aligner System is now IoT-enabled to allow external secure communication with the device using Wi-Fi and
Bluetooth. The device will thus be able to communicate with the patient's smartphone as well as the ZSmile AI Cloud and the designated
dental professional, subject to FDA clearance.

 The clear aligner of a patient's
Smart Aligner System will be created using 3D printing based on various 3D images of the patient's teeth that are collected and
analyzed in the ZSmile AI Cloud. This will represent a significant development in our industry since, today, aligners are not printed
but produced using a thermoforming process. Other companies have implemented 3D printing to produce the aligner models but not the actual
aligners. Although using 3D printing is a superior method for production due to its level of precision and customizability, it has not
been implemented in the production of aligners in the traditional aligner market because it would be financially prohibitive to do so,
since traditional aligner solutions would need to print multiple aligners for each patient. Since our solution requires only one smart
aligner to be produced for each patient, we will be able to take advantage of this cost-effective production method that will also have
economies of scale.

 Pictured: The Company's
second generation device ZSmile

 Pictured: ZSmile depicted
being used while sleeping

 Market Opportunity

 Malocclusion is one of the
most prevalent clinical dental conditions in the world, affecting approximately 60% to 75% of the global population. 1 It is
estimated that there are approximately 500 million people globally with malocclusion who could benefit from straightening their teeth. 2
 However, most people afflicted by malocclusion do not seek orthodontic treatment due to a number of reasons, including negative
perceptions of metal braces, affordability of treatment, and accessibility to doctors in certain markets and geographies. Annually, only
approximately 21 million or 4.2% of the affected individuals elect treatment by orthodontists. 3 Today, most orthodontic patients
continue to have their malocclusions treated with the use of traditional corrective methods such as metal arch wires and brackets, referred to
as braces, augmented with elastics, metal expanders, headgear or functional appliances, and other ancillary devices as needed. Upon completion
of a patient's treatment, their dental professional may recommend the patient use a retainer appliance to preserve the benefits
of their treatments.

 See
Alhammadi, Maged Sultan, et al. "Global distribution of malocclusion traits: A systematic review." Dental press journal of
orthodontics 23 (2018): 40-e1.

 Fortune
Business Insight. The global clear aligners market is projected to grow from $3.80 billion in 2023 to $17.27 billion by 2030, at a CAGR
of 24.2% during the forecast period, 2023-2030 (June 2023), available at

 Medi-Tech
Insights. Global Orthodontic Supplies Market Report 2027 – Improving Oral Health Care, available at

 According to a 2022 study
conducted by Precedent Research ("Precedence Research 2022 Study"), the global clear aligners market size was estimated at
$6.29 billion in 2022 and is expected to surpass around $46.3 billion by 2030, expanding at a compound annual growth rate (CAGR) of 28.34%
during the period 2022 to 2030. 4

 Source: Precedence Research Study, 2022

 Our Platform seeks to address
this large and underserved global market by offering a discreet, less intrusive and less painful treatment alternative to available clear
aligners and traditional orthodontic treatments. Our Platform is optimized to correct malocclusions that relate to the "social
six," which are the front upper six and lower six teeth. We believe that at least 30% of those who currently seek treatment, or
6.6 million people, could benefit from using ZSmile to correct their smiles. According to the Precedence Research 2022 Study, by 2028,
the market for clear aligners will surpass 22 million people, which is our total addressable market.

 Precedence
Research. Clear Aligners Market (By Age: Adults, Teenagers; By Type: At-home aligners/Direct-to-consumer (DTC) Aligners, In-office Aligners;
By Product: Hard Type, Medium Type, Soft Type; By Material Type: Polyurethane, Plastic Polyethylene Terephthalate Glycol, Poly-vinyl
Chloride; By Distribution Channel: Direct Sales, Laboratories, Others; By End-User: Hospitals, Standalone Practices, Group Practices,
Others) - Global Industry Analysis, Size, Share, Growth, Trends, Regional Outlook, and Forecast 2022-2030 (October 2022), available at

 Source: Precedence Research Study, 2022

 Our total addressable market
 also stands to benefit from the recent trend toward dentists, rather than orthodontists, delivering orthodontic care through clear
 aligners. In order for a smile correction solution to work properly, a treatment plan and monitoring needs to be executed by a dental
 professional, such as dentists and orthodontists. Since the ZSmile Platform provides the necessary information to develop and administer
 a treatment plan using our solution, it may be used by dentists as well as orthodontists, which expands our target distribution channel
 to cover both orthodontists and dentists. According to a 2019 Journal of Family Medicine and Primary Care article, approximately
 36% of dentists were already performing orthodontic procedures such as the malocclusion corrections. 5 This is an indication
 of an ongoing trend of dentists assuming more orthodontic treatment offerings in their practices. We believe that the ease of use
 of our Platform will also facilitate eventually selling our solution directly to the consumer in qualified cases with remote dental
 professional involvement.

 Business Model

 Our business model is focused
on engaging the customer throughout their smile correction journey and beyond. Our solution provides an innovative, proprietary end-to-end
platform that spans all stages of customer engagement, from initial acquisition to treatment and ongoing maintenance — all with
minimal need for office visits and lifestyle inconvenience.

 See
Jayaprakash, Poonam K., et al. "A survey on orthodontic services provided by general dental practitioners." Journal of family
medicine and primary care 8.7 (2019): 2490-2495.

 Customer Initiated Dentist-Controlled Treatment

 Unlike other solutions in
the market, such as traditional clear aligners, we believe our Platform will provide greater access and interaction with the customers
and allow customers to feel more involved in their own treatment process. We hope to engage the power of social media and other digital
outlets to initiate initial demand for our Platform by the customers.

 Customer Engagement – Value Creation

 Our Platform is designed
to have a high level of engagement with customers, if cleared for marketing in the U.S., as users will be able to scan their teeth with
any smartphone and see how our solution can improve their smile. We intend to engage the customer from their first interest in correcting
their smile and guide them throughout our convenient process.

 Network of Dental Professionals

 If cleared by FDA, the Platform
will generally function via the following process: if the customer can benefit from our Platform, based on the severity of their tooth
alignment and malocclusions, they will be referred to a dental professional in our network for an intraoral scan. Once the results of
the scan are uploaded to our ZSmile AI Cloud, a remote dental professional will develop a treatment plan for that patient using our Platform.
If the patient requires any tooth preparation before initiating treatment with the smart aligner, the patient will again be referred
to a dental professional in our network. The Company currently does not have any written agreements or arrangements with any dental professionals
governing provision of orthodontic services using our Platform.

 Monetization – Value Capture

 We intend to generate revenues
by:

 reselling our solution
 through a professional dental network;

 providing ongoing monitoring
 and treatment plans for those who have completed their smile correction and may require smile maintenance throughout their life;
 and

 eventually selling directly
 to the consumer in qualified cases with remote dental professional involvement

 Sales and Marketing

 We intend to market our Platform
in Israel, the European Union ("E.U."), United Kingdom, United States, and Canada, subject to each country's requisite
regulatory authorization. We intend to utilize social media to promote our Platform to our targeted audience. The Platform has a potentially
viral social media message that we hope will drive demand by placing user-generated content on all major social medial platforms. Our
marketing strategy themes and promotional messages will emphasize the ease and convenience offered by our Platform as compared to other
available treatments.

 Research and Development

 We have a research and development
team with software development, medical device development, dental/orthodontic, data science and other innovation focused backgrounds.
Our current research and development efforts are primarily focused on enhancing the Platform and developing software and processes to
enable the manufacture of our smart aligner systems in volume as well as productizing the prototype through the development of UI/UX
and system integration with existing patent systems.

 As of December 2024, our
outsourced software development team is composed of eight professionals with years of experience in artificial intelligence development,
data science, application and software engineering. Members of the team come from the elite intelligence units of the Israeli Defense
Force and have a breadth of experience in computer vision, imaging and targeting systems development. Our software development team is
headed by Yossi Avni, who has 25 years of experience in developing advanced artificial intelligence applications, behavioral biometrics,
behavioral profiling and advanced security systems and holds over 100 patents in these areas.

 Our hardware and systems
development team is composed of six professionals with years of experience in FDA-compliant medical device development. They are a part
of Aran Research Development Prototypes Ltd. ("Aran"), a leading Israeli product design and development firm and our third-party
hardware development partner. Aran is ISO 13485 certified and maintains an ISO 7 cleanroom for testing and assembly. Aran also has manufacturing
facilities and a full suite of 3D printing capabilities, which are compliant with FDA guidelines. Our hardware and systems development
team is headed by Avi Kayton, a skilled development manager and systems engineer with 16 years of experience, including extensive experience
in medical device companies.

 Intellectual Property

 We have three issued U.S.
patents, four pending U.S. patents and numerous global patent applications. These patents and applications cover critical aspects of
our Platform, including the movement of teeth using pulsating air, our diagnostic process, Platform technology, and 3D printing. Our
issued U.S. patents 7819661, 10806376, and 10820965 expire in 2030, 2040, and 2040 respectively. We currently do not own any trademarks.

 We intend to continue to
pursue further intellectual property protection through U.S. and non-U.S. patent applications, trademark applications, and non-disclosure
and non-compete agreements. We also intend to seek to protect our software, documentation and other written materials under trade secret
and copyright laws. There can be no assurance that patents will be issued as a result of any patent application or that patents that
have been issued to us or may issue in the future will be found to be valid and enforceable and sufficient to protect our technology
or products.

 Seasonality

 Our business is generally
not seasonal. However, we may experience moderate sales fluctuations, at certain periods of the year, such as January, due to renewed
consumer focus on health improvement and aesthetics.

 Competition

 The dental industry is in
a period of immense and rapid digital transformation involving products, technologies, distribution channels and business models. We
face competition in the market for our Platform from the clear aligners market and we expect competition from existing competitors and
new companies that may enter the market or introduce new technologies in the future. We compete with several well-established companies
both in the traditional orthodontic industry and the direct-to-consumer clear aligner industry, including Align Technologies, Dentsply
Sirona (Byte), 3M Clarity Aligners, and Straumann Group. Although these companies offer clear aligner solutions, and thus do not use
technologies similar to the Platform, we expect that potential patients will view clear aligner products as alternatives to the Platform.
For this reason, we view any company in the clear aligners market as a potential competitor.

 We believe that the principal
competitive factors in the market for orthodontic appliances include:

 price
and financing options;

 access
and convenience;

 aesthetic
appeal of the treatment method;

 comfort
associated with the treatment method;

 duration
and effectiveness of treatment;

 ease
of use; and

 orthodontist
chair time.

 We believe that our Platform
will compare favorably with respect to each of these factors.

 Government Regulation

 Our products (including the
currently cleared version, as well as the next generation Platform for which we have not yet submitted the requisite 510(k) application
to FDA) are considered medical devices, and, accordingly, are subject to rigorous regulation by government agencies in the United States
and other countries in which we intend to sell our products. These regulations vary from country to country but cover, among other things,
the following activities with respect to medical devices:

 design,
development and manufacturing;

 testing,
labeling, content and language of instructions for use and storage;

 product
storage and safety;

 marketing,
sales and distribution;

 pre-market
clearance and approval;

 record
keeping procedures;

 advertising
and promotion;

 recalls
and field safety corrective actions;

surveillance;

approval studies; and

 product
import and export

 FDA Regulation

 In the U.S., numerous laws
and regulations govern the processes by which medical devices are developed, manufactured, brought to market and marketed. These include
the Federal Food, Drug, and Cosmetic Act ("FD&C Act") and its implementing regulations issued by FDA, among others. Unless
an exemption applies, each medical device commercially distributed in the United States requires FDA clearance of a 510(k) premarket
notification ("510(k) clearance"), granting of a de novo request, or approval of an application for premarket approval
("PMA"). In general, under the FD&C Act, medical devices are classified in one of three classes on the basis of the controls
necessary to reasonably assure their safety and effectiveness. A medical device's classification determines the level of FDA review
and approval to which the device is subject before it can be marketed to consumers:

 Class
I devices, the lowest-risk FDA device classification, include devices with the lowest risk to the patient and are those for which safety
and effectiveness can be assured by adherence to FDA's medical device general controls, including labeling, establishment registration,
device product listing, adverse event reporting, and, for some products, adherence to good manufacturing practices through FDA's
Quality System Regulations.

 Class
II devices, moderate-risk devices, also require compliance with general controls and in some cases, special controls as deemed necessary
by FDA to ensure the safety and effectiveness of the device. These special controls may include performance standards, particular labeling
requirements, or post-market surveillance obligations. While most Class I devices are exempt from the 510(k) premarket notification requirement,
typically a Class II device also requires pre-market review and 510(k) clearance as well as adherence to the Quality System Regulations/good
manufacturing practices for devices.

 Class III devices, high-risk
 devices that are often implantable or life-sustaining, also require compliance with the medical device general controls and Quality
 System Regulations, and generally must be approved by FDA before entering the market through a PMA application. Approved PMAs can
 include post-approval conditions and post-market surveillance requirements, analogous to some of the special controls that may be
 imposed on Class II devices.

 Our manufacturing quality
system is required to be in compliance with the Quality System Regulations enforced by FDA and similar regulations enforced by other
worldwide regulatory authorities. FDA's Quality System Regulations require manufacturers to follow stringent design, testing, process
control, documentation, and other quality assurance procedures.

 Our first generation Aerodentis
System is a Class II medical device, which was cleared by FDA for commercialization in the U.S. pursuant to the 510(k) notification process
for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. We are preparing to apply for 510(k)
clearance for the updated version of the currently cleared device. Such updated Platform contains new and/or different components than
the original device, which is why a new 510(k) clearance is required prior to marketing the Platform in the U.S. We have not yet filed
a 510(k) submission for the Platform, and it has, thus, not been found by the FDA to be substantially equivalent to the first generation
Aerodentis System. The manufacture, marketing and distribution of the Aerodentis System, as well as our next-generation Platform once
cleared by FDA, if ever, is subject to continuing regulation and enforcement by FDA and other government authorities, which includes
routine FDA inspections of our facilities to determine compliance with facility registration requirements, product listing requirements,
medical device reporting regulations, and Quality System Regulations, among others. If FDA finds that we have failed to comply with Quality
System Regulations or other legal or regulatory requirements, it or other government agencies may institute a wide variety of enforcement
actions against us, ranging from Warning Letters to more severe sanctions, including but not limited to financial penalties, withdrawal
of 510(k) clearances already granted, and criminal prosecution. We have passed our International Organization for Standardization ("ISO")
and Medical Device Single Audit Program ("MDSAP") certification process and have added the U.S. to our ISO/MDSAP certification
in 2019.

 The 510(k) Process

 Under the 510(k) process,
the manufacturer must submit to FDA a premarket notification demonstrating that the device is "substantially equivalent"
to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted,
and for which a PMA is not required, a device that has been reclassified from Class III to Class II or Class I, or another commercially
available device that was cleared through the 510(k) process. To be "substantially equivalent," the proposed device must
have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or
have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device.
Clinical data is sometimes required to support substantial equivalence.

 After a 510(k) premarket
notification is submitted, FDA determines whether to accept it for substantive review. If it lacks necessary information for substantive
review, FDA will refuse to accept the 510(k) notification. If it is accepted for filing, FDA begins a substantive review. By statute,
FDA is required to complete its review of a 510(k) notification within 90 days of receiving the 510(k) notification. As a practical matter,
clearance often takes longer, and clearance is never assured. FDA may require further information, including clinical data, to make a
determination regarding substantial equivalence, which may significantly prolong the review process. If FDA agrees that the device is
substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device.

 Post-Market Regulation

 After a device is cleared
or approved for marketing, numerous and extensive regulatory requirements may continue to apply. These include but are not limited to:

 annual
and updated establishment registration and device listing with FDA;

 Quality
System Regulation requirements, which require manufacturers to follow stringent quality assurance procedures during all aspects of the
design and manufacturing process;

 restrictions
on sale, distribution, or use of a device;

 labeling,
advertising, promotion, and marketing regulations, which require that promotion is truthful, not misleading, and provide adequate directions
for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or "off-label"
uses (i.e., indications that are inconsistent with or beyond the scope of the applicable FDA approval or clearance) and impose other
restrictions on labeling;

 clearance
or approval of product modifications to legally marketed devices that could significantly affect safety or effectiveness or that would
constitute a major change in intended use;

 medical
device reporting regulations, which require that a manufacturer report to FDA if a device it markets may have caused or contributed to
a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute
to a death or serious injury if the malfunction were to recur;

 correction,
removal, and recall reporting regulations, and FDA's recall authority;

 complying
with the federal law and regulations requiring Unique Device Identifiers on devices; and

surveillance activities and regulations, which apply when deemed by FDA to be necessary to protect the public health or to provide additional
safety and effectiveness data for the device.

 FDA has broad regulatory
compliance and enforcement powers. If FDA determines that we failed to comply with applicable regulatory requirements, it can take a
variety of compliance or enforcement actions, which may result in any of the following sanctions:

 warning
letters, untitled letters, fines, injunctions, consent decrees, and civil penalties;

 recalls,
withdrawals, or administrative detention, or seizure of our products;

 operating
restrictions or partial suspension or total shutdown of production;

 refusing
or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;

 withdrawing
510(k) clearances or PMA approvals that have already been granted;

 refusal
to grant export or import approvals for our products; or

 criminal
prosecution.

 International Regulation

 Many countries throughout
the world have established regulatory frameworks for marketing and commercialization of medical devices. As a designer, manufacturer,
and marketer of medical devices, we are obligated to comply with the respective frameworks of these countries to obtain and maintain
access to these global markets. The frameworks often define requirements for marketing authorizations which vary by country. Failure
to obtain appropriate marketing authorization and to meet all local requirements, including specific quality and safety standards in
any country in which we currently market our products, could cause commercial disruption and/or subject us to sanctions and fines. Delays
in receipt of, or a failure to receive, such marketing authorizations, or the loss of any previously received authorizations, could have
a material adverse effect on our business, financial condition and results of operations.

 There is currently no
premarket government review of medical devices in the European Economic Area ("EEA"). However, all medical devices
placed on the market in the EEA must meet the relevant essential requirements laid down in Annex I of Directive 93/42/EEC concerning
medical devices, or the Medical Devices Directive. The most fundamental essential requirement is that a medical device must be
designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients, or the safety and
health of users and others. In addition, the device must achieve the performances intended by the manufacturer and be designed,
manufactured, and packaged in a suitable manner. The European Commission has adopted various standards applicable to medical
devices. These include standards governing common requirements, such as sterilization and safety of medical electrical equipment,
and product standards for certain types of medical devices. There are also harmonized standards relating to design and manufacture.
While not mandatory, compliance with these standards is viewed as the easiest way to satisfy the essential requirements as a
practical matter. Compliance with a standard developed to implement an essential requirement also creates a rebuttable presumption
that the device satisfies that essential requirement.

 On April 5, 2017, the European
Parliament passed the Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the E.U. Medical Device Directive
and became effective on May 26, 2021. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent,
predictable, and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health while
supporting innovation. The new regulations, among other things:

 strengthen
the rules on placing devices on the market and reinforce surveillance once they are available;

 establish
explicit provisions on manufacturers' responsibilities for the follow-up of the quality, performance, and safety of devices placed
on the market;

 improve
the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;

 set
up a central database to provide patients, healthcare professionals, and the public with comprehensive information on products available
in the E.U.; and

 strengthen
rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before
they are placed on the market.

 We received our European
CE mark and ISO/MDSAP certification in 2019. In light of our ISO/MDSAP certification, we believe that we are in substantial compliance
with applicable E.U. regulations and do not anticipate having to make any material expenditures as a result of E.U. or other currently
applicable regulatory requirements. Under Medical Devices Regulation, manufacturing facilities are subject to periodic inspections by
regulatory authorities and must comply with device safety and effectiveness requirements as set forth therein. To that end, we have implemented
controls and procedures intended to ensure that our Access Dental Lab Quality System meets FDA's and ISO requirements. We passed
our audit to renew our ISO/MDSAP certification in April 2023.

 Quality System Regulations

 Our manufacturing quality
system is required to be in compliance with the Quality System Regulations enforced by FDA and similar regulations enforced by other
worldwide regulatory authorities. FDA's Quality System Regulations require manufacturers to follow stringent design, testing, process
control, documentation, and other quality assurance procedures. If FDA finds that we have failed to comply with Quality System Regulations
or other legal or regulatory requirements, it or other government agencies may institute a wide variety of enforcement actions against
us, ranging from Warning Letters to more severe sanctions, including but not limited to financial penalties, withdrawal of 510(k) clearances
already granted, and criminal prosecution. In addition, under Canadian regulation, manufacturing facilities are subject to periodic inspections
by regulatory authorities and must comply with device safety and effectiveness requirements as required by the Medical Devices Regulation.

 State Professional Regulation

 Our ability to conduct
business in each state is dependent in part upon that particular state's treatment of remote healthcare delivery under such
state's laws, rules and policies governing the practice of dentistry, which are subject to changing political, regulatory and
other influences. Orthodontists and dentists who provide professional services to a patient via teledentistry must, in most
instances, hold a valid license to practice or to provide treatment in the state in which the patient is located. In addition,
certain states require an orthodontist or dentist providing telehealth services to be physically located in the same state as the
patient. Failure to comply with these laws and regulations can give rise to civil or criminal penalties.

 Other U.S. Federal and State Laws

 We are also subject to various
laws inside and outside the U.S. concerning our relationships with healthcare professionals and government officials, price reporting
and regulation, the promotion, sales and marketing of our products and services, the importation and exportation of our products, reimbursement
for our products and services, the operation of our facilities, and the distribution of our products. Initiatives sponsored by government
agencies, legislative bodies, and the private sector regarding these matters, including efforts to limit the growth of healthcare expenses
generally, are ongoing in markets where we do business. It is not possible to predict at this time the long-term impact of such cost
containment and other measures on our future business.

 We intend to enter into contracts
with orthodontists, dentists, or professional corporations to deliver our products and services to their patients. Such contractual relationships
will be subject to various state laws that prohibit the practice of dentistry by lay entities or persons and are intended to prevent
unlicensed persons from interfering with or influencing the orthodontist's or dentist's professional judgment. In addition,
laws in various states also generally prohibit the sharing of professional services income with nonprofessional or business interests.
Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of dentistry
in many states. Under the corporate practice of dentistry restrictions of certain states, non-clinical decisions and activities may implicate
the restrictions on the corporate practice of dentistry. We will continually monitor state requirements as to what constitutes the practice
of dentistry and take steps to ensure that the orthodontists and dentists who utilize our services and teledentistry platform handle
all clinical aspects of their patients' care to ensure we do not violate those laws and regulations.

 As a participant in the health
care industry we are subject to extensive and frequently changing regulation under many other laws administered by governmental entities
at the federal, state, and local levels, some of which are, and others of which may be, applicable to our business. Laws regulating medical
device manufacturers and health care providers cover a broad array of subjects.

 Several states have fraud
and abuse and consumer protection laws that apply to healthcare items or services reimbursed by any third-party payor, including commercial
insurers, not just those reimbursed by a federally funded healthcare program, or apply regardless of payor. The scope of these laws and
the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion.
A determination of liability under such laws could result in fines and penalties and restrictions on our ability to operate in these
jurisdictions.

 Health Information Privacy and Security
Laws

 There are numerous U.S. federal
and state laws and regulations related to the privacy and security of PII, including health information. Among others, the federal Health
Insurance Portability and Accountability Act of 1996, as amended by HITECH, and their implementing regulations, which we collectively
refer to as HIPAA, establish privacy and security standards that limit the use and disclosure of PHI and require covered entities and
business associates to implement administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability
of individually identifiable health information in electronic form, among other requirements.

 Violations of HIPAA may
result in civil and criminal penalties. We must also comply with HIPAA's breach notification rule which requires notification
to affected individuals and HHS, and in certain cases to media outlets, in the case of a breach of unsecured PHI. The regulations
also require business associates of covered entities to notify the covered entity of breaches by the business associate.

 State attorneys general also
have the right to prosecute HIPAA violations committed against residents of their states, and HIPAA standards have been used as the basis
for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information. In addition,
HIPAA mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business associates for compliance.

 Many states also have laws
that protect the privacy and security of sensitive and personal information, including health information. These laws may be similar
to or even more protective than HIPAA and other federal privacy laws. For example, the laws of the State of California, are more restrictive
than HIPAA. Where state laws are more protective than HIPAA, we must comply with the state laws we are subject to, in addition to HIPAA.
California passed the California Consumer Privacy Act or CCPA on June 28, 2018, which went into effect January 1, 2020. On November 3,
2020, the California Privacy Rights Act of 2020 ("CPRA"), which amends the CCPA and adds new privacy protections that became
effective on January 1, 2023, was enacted through a ballot initiative. While information we maintain that is covered by HIPAA may be
exempt from the CCPA, other records and information we maintain on our patients may be subject to the CCPA. In certain cases, it may
be necessary to modify our planned operations and procedures to comply with these more stringent state laws. Not only may some of these
state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals
who believe their personal information has been misused. In addition, state and federal privacy laws subject to frequent change.

 In addition to HIPAA and
state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibit unfair
privacy and security practices and deceptive statements about privacy and security, laws that place specific requirements on certain
types of activities, such as data security and texting, and laws requiring holders of personal information to maintain safeguards and
to take certain actions in response to a data breach.

 Foreign data protection,
privacy, and other laws and regulations are often more restrictive than those in the U.S. The E.U., for example, traditionally has imposed
stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the U.S. In May
2018, the General Data Protection Regulation (the "GDPR"), which governs data practices and privacy in the E.U., became effective
and replaced the data protection laws of the individual member states. GDPR requires companies to meet stringent requirements regarding
the handling of personal data of individuals in the E.U. These more stringent requirements include expanded disclosures to inform members
about how we may use their personal data, increased controls on profiling members, and increased rights for members to access, control
and delete their personal data. In addition, there are mandatory data breach notification requirements. The law also includes significant
penalties for non-compliance, which may result in monetary penalties of up to 20 million Euros or 4% of a company's worldwide turnover,
whichever is higher. GDPR and other similar regulations require companies to give specific types of notice and informed consent is required
for the placement of a cookie or similar technologies on a user's device for online tracking for behavioral advertising and other
purposes and for direct electronic marketing, and the GDPR also imposes additional conditions in order to satisfy such consent, such
as a prohibition on pre-checked consents. It remains unclear how the U.K. data protection laws or regulations will develop in the medium
to longer term and how data transfer to the U.K. from the E.U. will be regulated. Outside of the E.U., there are many other countries
with data protection laws, and new countries are adopting data protection legislation with increasing frequency. Many of these laws may
require consent from individuals for the use of data for various purposes, including marketing, which may reduce our ability to market
our products.

 There is no harmonized
approach to these laws and regulations globally. Consequently, we increase our risk of non-compliance with applicable foreign data
protection laws and regulations when we expand internationally. We may need to change and limit the way we use personal information
in operating our business and may have difficulty maintaining a single operating model that is compliant. Compliance with such laws
and regulations will result in additional costs and may necessitate changes to our business practices and divergent operating
models, limit the effectiveness of our marketing activities, adversely affect our business, results of operations, and financial
condition, and subject us to additional liabilities.

 Environmental Matters

 We have no material expenditures
for compliance with Federal, State or local provisions regulating the discharge of materials into the environment, or otherwise relating
to the protection of the environment.

 Employees

 As of December 31, 2024,
we had 3 full-time employees and 1 part-time employee.

 Company Information

 Our principal executive offices
are located at Shatner Street 3, Jerusalem, Israel, and our telephone number is +972 (0)74-700-6700. Our web page address is www. ZSmile.com.
References to our website address do not constitute incorporation by reference of the information contained on the website, and the information
contained on the website is not part of this document or any other document that we file with or furnish to the SEC.

 Item 1A. Risk Factors.

 Our business and an investment
in our securities are subject to a variety of risks. The following risk factors describe the most significant events, facts or circumstances
that we believe could have a material adverse effect upon our business, financial condition, results of operations, ability to implement
our business plan, and the price at which our common stock is quoted on the OTC Pink Market. Many of these events are outside of our
control. The risks described below are not the only ones facing our Company. Additional risks not presently known to us or that we currently
believe are immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition
or results of operation may be materially adversely affected. In such case investors in our securities could lose all or part of their
investment.

 Risks Related to Our Capital Requirements and Financing

 Our financial statements
have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going
concern.

 In its report dated February
19, 2025, Barzily & Co., our independent registered public accounting firm, expressed substantial doubt about our ability to continue
as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations.
If we are unable to improve our liquidity position, we may not be able to continue as a going concern. The accompanying financial statements
do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize
our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of
all or a substantial portion of their investment. As of December 31, 2024, we had approximately $549 thousand of cash. In order to have
sufficient cash to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance
that we will be successful in doing so. If are unable to raise sufficient capital to fund our operations, we may need to delay, reduce
or eliminate certain research and development programs or other operations, sell some or all of our assets or merge with another entity.

 Macroeconomic and External Risks

 We conduct our operations
in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel's
war against them, may affect our operations.

 Because our wholly-owned
subsidiary is incorporated under the laws of the state of Israel, all of our operations are conducted in Israel, and all of our employees
and management personnel are located in Israel, our business and operations are directly affected by economic, political, geopolitical
and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred
between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile
strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business
conditions in Israel.

 In October 2023, Hamas terrorists
infiltrated Israel's southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas
also launched extensive rocket attacks on Israeli population and industrial centers located along Israel's border with the Gaza
Strip and in other areas within the State of Israel. Following the attack, Israel's security cabinet declared war against Hamas
and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Moreover,
the clash between Israel and Hezbollah in Lebanon may escalate in the future into a greater regional conflict.

 Any hostilities involving
Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our
operations and results of operations and could make it more difficult for us to raise capital. Parties with whom we may do business have
sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when
necessary. The conflict situation in Israel could cause situations where medical product certifying or auditing bodies could not be able
to visit manufacturing facilities of our subcontractors in Israel in order to review our certifications or clearances, thus possibly
leading to temporary suspensions or even cancellations of our product clearances or certifications. The conflict situation in Israel
could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform
their commitments under those agreements pursuant to force majeure provisions in such agreements.

 There have been travel advisories
imposed as related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be
imposed in the future. An inability to receive supplies and materials, shortages of materials or difficulties in procuring our materials,
among others, may adversely impact our ability to commercialize and manufacture our product candidates and products in a timely manner.
This could cause a number of delays and/or issues for our operations, including delay of the review of our product candidates by regulatory
agencies, which in turn would have a material adverse impact on our ability to commercialize our product candidates.

 The Israel Defense Force
(the "IDF"), the national military of Israel, is a conscripted military service, subject to certain exceptions. Several employees
of our vendors are subject to military service in the IDF and have been and may be called to serve. It is possible that there will be
further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional
knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party
outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash
flows.

 It is currently not possible
to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The
ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability
of supply and hamper our ability to raise additional funds or sell our securities, among others.

 Our operations and
financial performance depend on global and regional economic conditions. Inflation, fluctuations in currency exchange rates, changes
in consumer confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect
our business, results of operations, and financial condition.

 Macroeconomic conditions
impact consumer confidence and discretionary spending, which could adversely affect demand for any products we bring to market. Consumer
spending habits are affected by, among other things, inflation, fluctuations in currency exchange rates, weakness in general economic
conditions, threats or actual recessions, pandemics, wars and military actions, levels of employment, wages, debt obligations, discretionary
income, interest rates, volatility in capital, and consumer confidence and perceptions of current and future economic conditions. Changes
and uncertainty can, among other things, reduce or shift spending away from elective treatments and procedures, drive patients to purchase
orthodontic treatments that may cost less than our treatment options, result in a decrease in the number of overall orthodontic and dental
case starts, reduce patient traffic in dentists' offices or reduce demand for dental services generally. Further, decreased demand
for dental services can cause dentists and labs to postpone investments in capital equipment, such as intraoral scanners and CAD/CAM
equipment and software. The recent declines in, or uncertain economic outlooks for, the U.S., European and certain other international
economies has and may continue to adversely affect consumer and dental practice spending. The increase in the cost of fuel and energy,
food and other essential items along with climbing interest rates could reduce consumers' disposable income, resulting in less
discretionary spending for products like ours. Decreases in disposable income and discretionary spending or change in consumer confidence
and spending habits may adversely affect our revenues and operating results.

 Inflation continues to adversely
impact spending and trade activities and we are unable to predict the impacts of higher inflation on global and regional economies. Higher
inflation has also increased domestic and international shipping costs, raw material prices, and labor rates, which could adversely impact
the costs of producing, procuring and shipping any products we bring to market. If similar trends continue once we begin marketing our
Platform, our ability to recover these cost increases through price increases may have limited effectiveness, resulting in downward pressure
on our operating results. Attempts to offset cost increases with price increases could reduce sales, increase customer dissatisfaction
or otherwise harm our reputation. Further, we are unable to predict the impact of efforts by central banks and federal, state and local
governments to combat elevated levels of inflation. If their efforts to reduce inflation are too aggressive, they may lead to a recession.
Alternatively, if they are insufficient or are not sustained long enough to lower inflation to more acceptable levels, consumer spending
may be adversely impacted for a prolonged period of time. Any of these events could materially affect our business and operating results.

 Our business could be impacted by major
public health issues, including pandemics such as the spread of COVID-19.

 Major public health issues,
including pandemics could in the future materially affect our business due to their impact on the global economy and regional economies,
demand for consumer products, the imposition or removal of public safety measures. Public health concerns may also limit the movement
of products between regions, disrupt or delay supply chains and sales and distribution channels, resulting in interruptions of the supply
of products.

 The emergence of another pandemic, epidemic or infectious disease outbreak,
and any required or voluntary actions to help limit the spread of illness, could impact our ability to carry out our business and may
materially adversely impact global economic conditions, our business, financial condition and results of operations. The extent to which
a future pandemic, an epidemic or an infectious disease outbreak impacts our business will depend on future developments, which are highly
uncertain and cannot be predicted at this time, and include the duration, severity and scope and the actions taken to contain or treat
such pandemic, epidemic or outbreak.

 Our business could be impacted by political
events, trade and other international disputes, war, and terrorism, including the military conflict between Russia and Ukraine.

 Political events, trade and
other international disputes, war, and terrorism could harm or disrupt international commerce and the global economy and could have a
material effect on our business as well as our potential customers, suppliers, contract manufacturers, distributors, and other business
partners.

 Political events, trade and
other international disputes, wars, and terrorism can lead to unexpected tariffs or trade restrictions, which could adversely impact
our business. Tariffs could increase the cost of our products and the components and raw materials to make them. Once we begin marketing
our products, these increased costs could adversely impact our gross margin and make our products less competitive or reduce demand.
Countries could also adopt other measures, such as controls on imports or exports of goods, technology or data, that could adversely
impact our operations and supply chain and limit our ability to offer products and services. These measures could require us to take
various actions, including changing suppliers or restructuring business relationships. Complying with new or changed trade restrictions
is expensive, time-consuming and disruptive to our operations. Such restrictions can be announced with little or no advance notice and
we may be unable to effectively mitigate the adverse impacts of such measures. If disputes and conflicts escalate in the future, actions
by governments in response could be significantly more severe and restrictive and could materially affect our business.

 Political unrest, threats,
tensions, actions and responses to any social, economic, business, geopolitical, military, terrorism, or acts of war involving key commercial,
development or manufacturing markets such as China, Mexico, Israel, Europe, or other countries could materially impact any international
operations we undertake. For example, our employees in Israel could be obligated to perform annual reserve duty in the Israeli military
and be called for additional active duty under emergency circumstances. If any of these events or conditions occur, the impact on us,
our employees and potential customers is uncertain, particularly if emergency circumstances, armed conflicts or an escalation in political
instability or violence disrupts our product development, data or information exchange, payroll or banking operations, product or materials
shipping by us or our suppliers and other unanticipated business disruptions, interruptions and limitations in telecommunication services
or critical systems or applications reliant on a stable and uninterrupted communications infrastructure.

 U.S. and global markets are
experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between
Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. In response to the
military conflict, the United States and other North Atlantic Treaty Organization member states, as well as non-member states, announced
targeted economic sanctions on Russia, including certain Russian citizens and enterprises, and the continuation of the conflict may trigger
additional economic and other sanctions. The potential impacts of the conflict and related sanctions could include supply chain and logistics
disruptions, macro financial impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility
in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy and heightened cybersecurity threats.
We have no way to predict the progress or outcome of the conflict in Ukraine or the reactions by governments, businesses or consumers.
A prolonged conflict, intensified military activities or more extensive sanctions impacting the region and the resulting economic impact
could have a material effect on our business, results of operations, financial condition, liquidity, growth prospects and business outlook.

 Our operations may be impacted by natural
disasters, which may become more frequent or severe as a result of climate change and may adversely impact our business and operating
results as well as those of our potential customers and suppliers.

 Natural disasters can impact
us and our potential customers, as well as suppliers critical to our operations. Natural disasters include earthquakes, tsunamis, floods,
droughts, hurricanes, wildfires, and other extreme weather conditions that can cause deaths, injuries, and critical health crises, power
outages, restrictions and shortages of food, water, shelter, and medical supplies, telecommunications failures, materials scarcity, price
volatility and other ramifications. Climate change is likely to increase both the frequency and severity of natural disasters and, consequently,
risks to our business and operations.

 We anticipate that our digital
dental modeling and certain of our customer-facing operations will primarily be processed in our facilities located in Israel. Similarly,
a significant portion of our research and development activities is located in Israel. If there is a natural disaster in the region,
our employees could be impacted, our research could be lost, and our ability to create treatment plans, respond to customer inquiries
or manufacture and ship our aligners or intraoral scanners could be compromised, which could result in our future customers experiencing
significant product and services delays.

 The effects of climate change
on regional and global economies could change the supply, demand or availability of sources of energy or other resources material to
our products and operations and affect the availability or cost of natural resources and goods and services on which we and our suppliers
rely.

 Business and Industry Risks

 We are in the development stage, are not
generating revenues and have no operating history as a manufacturer and distributor of orthodontic medical devices or platforms for consumer
use.

 We are in the development
stage and face all of the risks and uncertainties associated with a new and unproven business. Our future is based on an unproven business
plan with no historical facts to support projections and assumptions. We were founded in 2005 and have no operating history as a manufacturer
and distributor of orthodontic medical devices or platforms to the consumer public. We are not currently generating revenues and do not
expect to generate revenue until we have successfully completed the development and testing of our Platform. Investors should understand
that an investment in a start-up business is significantly riskier than an investment in a business with any significant operating history.
There can be no assurance that we will ever achieve revenues or profitability. Our operations are subject to all of the risks inherent
in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection with the formation of a pre-revenue business. Our lack of
a significant and relevant operating history makes it difficult to manage operations and predict future operating results.

 Our products and technologies may not be
accepted by the intended commercial consumers of our products, which could harm our future financial performance.

 There can be no assurance
that our Platform will achieve wide acceptance by intended consumers and/or market acceptance generally. The degree of market acceptance
for our Platform will also depend upon a number of factors, including the receipt and timing of regulatory approvals, if any, and the
establishment and demonstration of the ability of our proposed device to provide the level of confidence and independence in an efficient
manner and at a reasonable cost. Our failure to develop a commercial product to compete successfully with existing orthodontic treatments
could delay, limit, or prevent market acceptance. There can be no assurance that the public will believe that our Platform is necessary
or that the dental industry will actively pursue our product. Long-term market acceptance of our Platform will depend, in part, on the
capabilities, operating features and price of our products and technologies as compared to those of other available products and services.
As a result, there can be no assurance that our Platform will be able to achieve market penetration, revenue growth or profitability.

 We expect continued operating losses and
cannot be certain of our future profitability.

 We have incurred net operating losses since inception. For the years ended
December 31, 2024 and 2023, we incurred net losses of $5.8 million and $3.6 million, respectively. From inception through the present,
we have spent significant funds in organizational and start up activities, to recruit key managers and employees, to develop our Platform,
and for research and development.

 We expect to continue incurring
net operating losses in the foreseeable future as we increase expenditures for the development and marketing of the Platform. The time
required for us to become profitable is uncertain, and there can be no assurance that we will achieve profitability on a sustained basis,
if at all. As a result of our limited operating history, we have neither internal nor industry-based historical financial data for any
significant period of time upon which to project revenues or base planned operating expenses. We expect that our results of operations
may also fluctuate significantly in the future as a result of a variety of factors, including: the ability to enter into resale agreements
with dental professionals, the ability to effectively market to the public, the ease of use of the Platform by consumers and dental professionals,
intense competition from existing and new companies, retain and motivate qualified personnel, specific economic conditions in the aligner/consumer
orthodontic market, general economic conditions; and other factors.

 We may be unable to raise additional capital,
which could harm our ability to compete.

 We expect to expend significant
capital to establish our brand, build manufacturing infrastructure, and develop both product and process technology. These initiatives
may require us to raise additional capital over the next few years. We may consume available resources more rapidly than anticipated
and we may not be able to raise additional funds when needed or on acceptable terms. If we raise additional funds through further issuances
of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities
we issue could have rights, preferences, and privileges superior to those of holders of our common stock.

 In connection with the Private
Placement, we granted the Private Placement Investors a right to participate in future financings, until the second anniversary of the
closing of the Private Placement, that involve the issuance of our common stock or common stock equivalents for cash consideration. Further,
the Securities Purchase Agreement entered into in connection with the Private Placement (the "Securities Purchase Agreement")
contains "most favored nation" provisions, which may require future amendments to the terms of the Private Placement to give
Private Placement Investors the benefit of more favorable terms governing certain future issuances of our common stock or common stock
equivalents. Such participation right and "most favored nation" provisions may restrict our ability to secure future financings
unless the Private Placement Investors waive their right to participate, the persons providing such financing accept the participation
of the Private Placement Investors or the Private Placement Investors waive their rights under "most favored nation" provisions,
respectively. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability
to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could
be significantly limited, and our business, operating results, financial condition, and prospects could be materially adversely affected.

 We will depend on the acceptance of teledentistry
and a demand for correcting tooth alignment.

 Continued and widespread
market acceptance of teledentistry by consumers is critical to our future success. Delivery of our Platform via a teledentistry model
will represent a change from traditional orthodontic treatment, which requires in person visits, and consumers may be reluctant to accept
this model or may not find it preferable to traditional treatment. In addition, consumers may not respond to our direct marketing campaigns,
or we may be unsuccessful in reaching our target audience, particularly in foreign jurisdictions where our advertising may be more heavily
regulated. If consumers prove unwilling to adopt our teledentistry model as rapidly or in the numbers that we anticipate, our operating
results could be materially harmed.

 Consumer spending habits
are affected by, among other things, prevailing economic conditions, inflationary factors, levels of employment, salaries and wage
rates, consumer confidence, and consumer perception of economic conditions. In many markets, dental and orthodontic reimbursement is
largely out of pocket for the consumer and, as result, utilization rates can vary significantly depending on economic growth. A
general slowdown in the U.S. economy and certain international economies may result in, among other things, a decrease in the number
of overall orthodontic case starts, a reduction in consumer spending on elective or higher value procedures, or a reduction in
demand for dental and orthodontic services generally, each of which would have an adverse effect on our sales, if any, and operating
results. Inflation and weakness in the global economy result in a challenging environment for selling dental and orthodontic
technologies. If there is a reduction in consumer demand for orthodontic treatment generally, or if consumers choose to use a
competitive product rather than our Platform for any reason, our business, results of operations, and financial condition could be
materially harmed.

 Adverse changes in, or interpretations
of, laws, rules, and regulations governing remote healthcare and the practice of dentistry could have a material adverse effect on our
business.

 Our current business model
is dependent, in part, on current laws, rules, and regulations governing remote healthcare and the practice of dentistry. If changes
in laws, rules, regulations, or their interpretations are inconsistent with our current business model, we would need to adapt our business
model accordingly, and our operations in certain jurisdictions may be disrupted, which could have a material adverse effect on our business,
results of operations, and financial condition.

 Our net revenues will depend primarily
on our Platform and any decline in sales or average selling price of our Platform may adversely affect net revenues, gross margin and
net income.

 Our net revenues will be
largely dependent on sales of our Platform, making widespread acceptance of our Platform by dental professionals and consumers critical
to our future success. Our operating results could be harmed if:

 dental
professionals experience a reduction in consumer demand for orthodontic services;

 consumers
are unwilling to adopt system treatment offered by our Platform as rapidly or in the volumes we anticipate and at the prices offered;

 dental
professionals choose to continue using wires and brackets or competitive products rather than our Platform or the rates at which they
utilize our Platform fail to increase or increase as rapidly as anticipated after we commence sales; or

 if
the average selling price of our products declines after we commence sales.

 The average selling prices
of our Platform could be influenced by numerous factors, including the type and timing of products sold and foreign exchange rates.

 Our average selling prices
for our Platform may be adversely affected in the future after we commence sales if:

 we
introduce new or change existing promotions, general or volume-based discount programs, product or services bundles, or consumer rebate
programs;

 participation
in any promotions or programs unexpectedly increases or decreases or drives demand in unexpected and material ways;

 our
geographic, channel, or product mix shifts to lower priced products or to products that have a higher percentage of deferred revenue;

 we
decrease prices on one or more products or services in response to increasing competitive pricing pressures;

 we
introduce new or change existing products or services, or modify how we market or sell any of our new or existing products or services;
or

 estimates
used in the calculation of deferred revenue differ from actual average selling prices.

 If our average selling prices
decline after we commence sales, our net revenues, gross margin and net income may be adversely affected.

 We will face competition from large internationally
established aligner companies whose products have been widely accepted.

 The dental industry is in
a period of immense and rapid digital transformation involving products, technologies, distribution channels and business models. Once
we commence marketing our Platform, we will face competition in the market for our Platform from the clear aligners market, and we expect
competition from existing competitors and new companies that may enter the market or introduce new technologies in the future.

 We expect to compete with
a handful of large aligner companies including Align Technologies, Dentsply Sirona, 3M Clarity Aligners, and Straumann
Group. We expect some additional competition from other teledentistry solutions, and from new entrants into the orthodontic supply or
clear aligner markets. Some of these competitors may have greater resources as well as the ability to leverage existing channels in the
dental market to compete directly with us. In addition, we may also face future competition from companies that introduce new technologies.
We may be unable to compete with these competitors, and one or more of these competitors may render our technology obsolete or economically
unattractive.

 Our business model depends on being able
to reach consumers to raise brand awareness and encourage downloading our smartphone application, which may not prove successful or may
become less effective or more costly to maintain in the long term.

 There is no assurance our
campaigns will achieve the returns on advertising spend desired, increase brand or product awareness sufficiently or generate goodwill
and positive reputational goals. Moreover, should any entity or individual endorsing us or our products take actions, make or publish
statements in support of, or lend support to events or causes which may be perceived by a portion of society negatively, our sponsorships
or support of these entities or individuals may be questioned, boycotts of our products announced, and our reputation may be harmed,
any of which could have a material effect on our gross margin and business overall.

 In addition, various countries
prohibit certain types of marketing activities. For example, some countries restrict direct to consumer advertising of medical devices.
We could run afoul of restrictions and be ordered to stop certain marketing activities. Moreover, competitors do not always follow these
restrictions, creating an unfair advantage and making it more difficult and costly for us to compete.

 Future sales of our Platform may depend
on our customers' ability to obtain reimbursement from third-party payors, such as insurance carriers.

 Future sales of our Platform
may depend on our customers' ability to obtain reimbursement from third-party payors, such as insurance carriers. Where such insurance
or third-party reimbursement becomes available in the future, any reduction in insurance or other third-party payor reimbursement for
our Platform may cause negative price pressure, which would reduce our revenues. Without a corresponding reduction in the cost to produce
such products, the result would be a reduction in our overall gross profit. Similarly, any increase in the cost of such products would
reduce our overall gross profit unless there was a corresponding increase in third-party payor reimbursement. We face additional risks
associated with obtaining and maintaining coverage and securing reimbursement from foreign health care payment systems on a timely basis
or at all. Failure by our patients to obtain or maintain coverage or to secure adequate reimbursement for our treatment by third-party
payors could have an adverse effect on our business, results of operations, and financial condition.

 Our growth and future success may depend
on our ability to enhance our Platform or to develop, obtain regulatory clearance for, successfully introduce, and achieve market acceptance
of new products and services.

 We intend to continually improve and enhance our Platform and/or develop
and introduce new products and services in order to maintain or increase our sales. The success of new or enhanced products and services
may depend on a number of factors, including anticipating and effectively addressing consumer preferences and demand, the success of our
sales and marketing efforts, innovation and timely and successful research and development, obtaining necessary regulatory clearances,
anticipating and responding to competing products and technological innovations, adequately protecting our intellectual property rights,
effective forecasting and management of product demand, effective management of manufacturing and supply costs, and the quality of our
products. There can be no assurance that we will be able to successfully develop and introduce new or enhanced products and services.
Even if new or enhanced products and services are successfully introduced, they may not rapidly gain market share and acceptance.

 The development of new products
and services in the dental and orthodontic industry can be complex and costly. We could experience delays in the development and introduction
of new and enhanced products and services, including delays in obtaining any necessary regulatory clearances. Unanticipated problems
in developing products and services could also divert substantial research and development resources, which may impair our ability to
develop new products and services and enhancements of existing products and services, and could substantially increase our costs. If
new or enhanced product and service introductions are delayed or not successful, we may not be able to achieve an acceptable return,
if any, on our research and development efforts, and our business may be adversely affected. Even if we successfully innovate and develop
new or enhanced products and services, we may incur substantial costs in doing so and our profitability may suffer.

 Any failure in our ability
to successfully develop, introduce, or achieve market acceptance of new or enhanced products and services, or any problems in the design
or quality of any products or services we develop, could have a material adverse effect on our business, results of operations, and financial
condition.

 Operational Risks

 Business disruptions could seriously harm
our financial condition.

 The occurrence of any material
or prolonged business disruptions, whether internal or at key suppliers, could harm our business and results of operations, result in
material losses, seriously harm our development efforts and future revenues, profitability and financial condition, adversely affect
our competitive position, increase our costs and expenses, and require substantial expenditures and recovery time in order to fully resume
operations.

 When business disruptions
occur, they may, individually or in the aggregate, affect our ability to continue critical research and development and could cause production
delays or limitations, create adverse effects on distributors, disrupt supply chains, result in shipping and distribution disruptions
and reduce the availability of or access to one or more facilities.

 We are subject to operating risks, including
excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations.

 We are subject to operating
risks, including excess or constrained capacity and pressure on our internal systems, personnel and suppliers. In order to manage current
and anticipated future operations effectively, we must continually implement and improve our operational, financial and management information
systems, hire, train, motivate, manage and retain employees, and ensure our suppliers remain diverse and capable of meeting growing demand
for the systems, raw materials, parts and components essential to the manufacture and delivery of our products. We may be unable to balance
near-term efforts to meet existing demand with future customer demand, including adding personnel, creating scalable, secure and robust
systems and operations, and automating processes needed for long term efficiencies. Any such failure could have a material impact on
our business, operations and prospects.

 Our products and information technology
systems are critical to our business. Issues with product development or enhancements, IT system integration, implementation, updates
and upgrades could disrupt our operations and have a material impact on our business and operating results.

 We rely on the efficient,
uninterrupted and secure operation of our IT systems and are dependent on key third-party software embedded in our products and IT systems
as well as third-party hosted IT systems to support our operations. All software and IT systems are vulnerable to damage, cyber attacks
or interruption from a variety of sources. To effectively manage and improve our operations, our IT systems and applications require
an ongoing commitment of significant expenditures and resources to maintain, protect, upgrade, enhance and restore existing systems and
develop new systems to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards,
increasingly sophisticated cyber threats, and changing consumer preferences. Failure to adequately protect and maintain the integrity
of our products and IT systems may result in a material effect on our financial position, results of operations and cash flows.

 We plan to continuously upgrade
and issue new releases of our products and customer-facing software applications, upon which customer-facing, manufacturing and treatment
planning operations depend. Software applications and products containing software frequently contain errors or defects, especially when
first introduced or when new versions are released. Additionally, the third-party software integrated into or interoperable with our
products and services will routinely reach end of life, and as a consequence, may be exposed to additional vulnerabilities, including
increased security risks, errors and malfunctions that may be irreparable or difficult to repair. The discovery of a defect, error or
security vulnerability in our products, software applications or IT systems, incompatibility with future customers' computer operating
systems and hardware configurations with a new release or upgraded version or the failure of our products or primary IT systems may cause
adverse consequences, including: delay or loss of revenues, significant remediation costs, delay in market acceptance, loss of data,
disclosure of financial, health or other personal information of any customers or patients, product recalls, damage to our reputation,
or increased service costs, any of which could have a material effect on our business, financial condition or results of our operations
and the operations of our potential customers or our business partners.

 Our success depends on key executive personnel,
vendors, and relationships with key dental professionals and organizations.

 Our success depends on the
expertise and experience of our key personnel, including our CEO, CTO and top management. If we lose the services of any of these key
personnel, our business and prospects could be materially and adversely affected. In addition, since the research and development of
the Platform is mainly performed by outsourced third party vendors, although we could transfer the materials to other vendors, an interruption
of service could materially and adversely affect us.

 Our success depends largely
on the talents and efforts of our personnel, and if we are unable to attract, motivate, train or retain our personnel, it may be more
difficult to grow effectively and pursue our strategic priorities, and could materially effect on our results of operations. In addition,
our market acceptance and success are dependent on attracting key orthodontists, dentists and dental organization to work in conjunction
with us to educate the consumer market on our Platform.

 There is no assurance that
we will be able to attract and retain relationships with these key dental professionals to validate our Platform. The orthodontics industry
is inundated with new products and services which demand the attention of practitioners, who do not have adequate time or motivation
to explore new treatments for their patients or business opportunities of their practices.

 Additionally,
facilitating seamless leadership transitions for key positions is a critical factor in sustaining the culture and maintaining the
success of our organization. If our succession planning efforts are not effective, it could adversely impact our business. We
continue to assess the key personnel that we believe are essential to our long-term success, as future organizational changes could
also cause our employee attrition rate to increase. If we fail to effectively manage any organizational or strategic changes, our
financial condition, results of operations, and reputation, as well as our ability to successfully attract, motivate and retain key
employees, could be harmed.

 Legal, Regulatory and Compliance Risks

 Complying with regulations enforced by
FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial penalties.

 Our products (including the
currently cleared version, as well as the next generation Platform for which we have not yet submitted the requisite 510(k) application
to FDA) are considered medical devices and, accordingly, are subject to rigorous regulation by government agencies in the U.S. and other
countries in which we intend to sell our products. Compliance with these rigorous regulations will affect capital expenditures, earnings
and our competitive position. These regulations vary from country to country but cover, among other things, the following activities
with respect to medical devices:

 design,
development and manufacturing;

 testing,
labeling, content and language of instructions for use and storage;

 product
storage and safety;

 marketing,
sales and distribution;

 pre-market
clearance and approval;

 record
keeping procedures;

 advertising
and promotion;

 recalls
and field safety corrective actions;

surveillance;

approval studies; and

 product
import and export.

 The regulations to which
we are subject are complex. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher
than anticipated costs, or lower than anticipated sales. Our failure to comply with applicable regulatory requirements could result in
enforcement action by FDA or state agencies, which may include any of the following sanctions:

 warning
letters, fines, injunctions, consent decrees, and civil penalties;

 repair,
replacement, refunds, recall, or seizure of our products;

 operating
restrictions or partial suspension or total shutdown of production;

 refusing
our requests for 510(k) clearance or pre-market approval of new products, new intended uses, or modifications to existing products;

 withdrawing
clearance or pre-market approvals that have already been granted; and

 criminal
prosecution.

 If any of these events were
to occur, they could harm our business.

 We may not receive the necessary authorizations
to market our Platform or any future new products, and any failure to timely do so may adversely affect our ability to grow our business.

 Before we can sell a new
medical device in the U.S., or market a new use of, new claim for, or significant modification to a legally marketed device, we must
first obtain either FDA 510(k) clearance or approval, unless an exemption applies. In the 510(k) clearance process, before a device may
be marketed, the applicant must submit a premarket notification to FDA under Section 510(k) of the FD&C Act, and FDA must determine
that a proposed device is "substantially equivalent" to a legally-marketed "predicate" device. To be "substantially
equivalent," the proposed device must have the same intended use as the predicate device, and either have the same technological
characteristics as the predicate device or have different technological characteristics, not raise different questions of safety or effectiveness
than the predicate device, and be as safe and as effective as the predicate device. The 510(k) clearance process can be expensive and
uncertain and can take from three to 12 months, but may last significantly longer. Clinical data may be required in connection with an
application for 510(k) clearance. Furthermore, even if we are granted regulatory clearances or approvals, they may include limitations
on the indications for use or intended uses of the device, which may limit the market for the device.

 Our first generation Aerodentis
System is a Class II medical device, which was cleared by FDA for commercialization in the U.S. pursuant to the 510(k) notification process
for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. We are preparing to apply for 510(k)
clearance for the updated version of the currently cleared device. Such updated Platform contains new and/or different components than
the original device, which is why a new 510(k) clearance is required prior to marketing the Platform in the U.S. We have not yet filed
a 510(k) submission for the Platform, and it has, thus, not been found by the FDA to be substantially equivalent to the first generation
Aerodentis System.

 FDA can delay, limit, or
deny 510(k) clearance, or other approval or reclassification, of a device for many reasons, including:

 we
may be unable to demonstrate to FDA's satisfaction that the products or modifications are substantially equivalent to a proposed
predicate device or safe and effective for their intended uses;

 we may
 be unable to demonstrate that the clinical and other benefits of the device outweigh the risks; and

 the applicable
 regulatory authority may identify deficiencies in our submissions or in the facilities or processes of our third party contract manufacturers.

 Any delay or failure to obtain
necessary regulatory clearances or approvals could harm our business. Once cleared for marketing in the U.S., if ever, to the extent
we decide to market the Platform for any additional indications for use and/or make any material modifications to any element of the
device and/or the manufacturing or distribution thereof in the future, an additional 510(k) submission, and FDA clearance thereof, will
be required.

 In addition, FDA may change
its policies, adopt additional regulations, revise existing regulations, or take other actions, or Congress may enact different or additional
statutory requirements, which may prevent or delay clearance of our future products under development or impact our ability to modify
our currently marketed products on a timely basis. Such policy, statutory, or regulatory changes could impose additional requirements
upon us that could delay our ability to obtain new 510(k) clearances, increase the costs of compliance, or restrict our ability to maintain
our current marketing authorizations.

 We received our European
CE mark and ISO/MDSAP certification in 2019. In light of our ISO/MDSAP certification, we believe that we are in substantial compliance
with applicable E.U. regulations. We will also need to obtain regulatory approval in other foreign jurisdictions in which we plan to
market and sell our products. The time required to obtain registrations or approvals, if required by other countries, may be longer than
that required for FDA clearance, and requirements for such registrations, clearances, or approvals may significantly differ from FDA
requirements. If we modify our products, we may need to apply for additional regulatory approvals before we are permitted to sell the
modified product. In addition, we may not continue to meet the quality and safety standards required to maintain the authorizations that
we have received. If we are unable to maintain our authorizations in a particular country, we will no longer be able to sell the applicable
product in that country.

 Failure to comply with these
rules, regulations, self-regulatory codes, circulars, and orders could result in significant civil and criminal penalties and costs and
could have a material adverse impact on our business. Also, these regulations may be interpreted or applied by a prosecutorial, regulatory,
or judicial authority in a manner that could require us to make changes in our operations or incur substantial defense and settlement
expenses. Even unsuccessful challenges by regulatory authorities or private relators could result in reputational harm and the incurring
of substantial costs. In addition, many of these laws are vague or indefinite and have not been interpreted by the courts and have been
subject to frequent modification and varied interpretation by prosecutorial and regulatory authorities, increasing compliance risks.

 Certain modifications to our products may
require new 510(k) clearance or other marketing authorizations.

 Once a medical device is
permitted to be legally marketed in the U.S. pursuant to a 510(k) clearance, a manufacturer may be required to notify FDA of certain
modifications to the device. Manufacturers determine in the first instance whether a change to a product requires a new premarket submission,
but FDA may review any manufacturer's decision.

 While our first generation
Aerodentis System has received 510(k) clearance in 2020, we are preparing to apply for 510(k) clearance for the updated components of
our Platform, which must, then, be found by the FDA to be substantially equivalent to the Aerodentis System and, thus, may not be lawfully
marketed in the U.S. until FDA make a substantial equivalence determination and issues the requisite 510(k) clearance for the updated
Platform. Although the development of our Platform has been carefully monitored and documented by professionals who are experienced in
the FDA clearance process, there is no assurance that the FDA will agree that our Platform is substantially equivalent to the Aerodentis
System and allow our Platform to be marketed in the United States. The FDA may determine that the device is not substantially equivalent
and require a PMA or, more likely, a de novo reclassification, and/or require further information, such as additional test data,
including data from clinical studies, before it is able to make a determination regarding substantial equivalence. By requesting additional
information, the FDA can delay market introduction of our Platform. Delays in receipt of or failure to receive any necessary 510(k) clearance,
de novo classification, or PMA, or the imposition of stringent restrictions for our Platform could have a material adverse effect on
our business, results of operations and financial condition.

 In the future, we may make
other modifications to our products, including our Platform, and determine, based on our review of the applicable FDA regulations and
guidance, that in certain instances new 510(k) clearances or other premarket submissions are not required. If FDA disagrees with our
determinations, we may be subject to a wide range of enforcement actions, including, for example, a warning letter, among other consequences,
after which we will likely have to cease marketing the applicable modified product and/or to recall distributed units of such modified
product until we obtain the requisite clearance or approval.

 Our products must be manufactured in accordance
with federal, state, and international regulations, and we could be forced to recall our products or terminate production and/or face
other regulatory enforcement actions if we fail to comply with these regulations.

 The methods used in, and
the facilities used for, the manufacture of our products must comply with FDA's Quality System Regulation which is a complex regulatory
scheme that covers the procedures and documentation of, among other requirements, the design, testing, validation, verification, complaint
handling, production, process controls, quality assurance, labeling, supplier evaluation, packaging, handling, storage, distribution,
installation, servicing, and shipping of medical devices. Furthermore, we are required to verify that our suppliers maintain facilities,
procedures, and operations that comply with our quality standards and applicable regulatory requirements. FDA enforces the Quality System
Regulation through, among other oversight methods, periodic announced or unannounced inspections of medical device manufacturing facilities,
which may include the facilities of contractors, suppliers, or contract manufacturing organizations. Our products are also subject to
similar state regulations as well as similar laws and regulations of foreign countries. Our failure to comply with the Quality System
Regulation or similar requirements could result in enforcement actions, sanctions, recalls, detentions, seizures, or similar market actions
with respect to our products, among other potential consequences. If any of these or other events occur, there could be a negative impact
on the supply of our products, our reputation could be harmed, we could be exposed to product liability claims, and we could lose customers
and suffer reduced revenue and increased costs.

 Ongoing changes in healthcare regulation
could negatively affect our revenues, business and financial condition.

 There have been several proposed
changes in the United States at the federal and state level for comprehensive reforms regarding the payment for, the availability of
and reimbursement for healthcare services. These proposals have ranged from fundamentally changing federal and state healthcare reimbursement
programs, including providing comprehensive healthcare coverage to the public under government-funded programs, to minor modifications
to existing programs. One example, among countless others, is the Patient Protection and Affordable Care (the "Affordable Care
Act") which was the most significant Federal healthcare reform law enacted in the U.S. in recent history. The Affordable Care Act
has undergone substantial challenges and changes since its enactment in 2010, and numerous other federal healthcare reform legislation,
executive orders, and judicial rulings have been implemented in the years since, most of which have been or are aimed at lowering healthcare
costs in the U.S. To the extent any such reform measures or any future initiatives reduce reimbursement or coverage eligibility or amount(s)
for our Platform and/or any future products we may market in the U.S. (if any), our business may be adversely affected.

 Healthcare reform initiatives
will continue to be proposed and may reduce healthcare related funding in an effort. It is impossible to predict the ultimate content
and timing of any healthcare reform legislation and its resulting impact on us. If significant reforms are made to the healthcare system
in the United States, or in other jurisdictions, those reforms may increase our costs or otherwise negatively effect on our business,
results of operations, and financial condition.

 On April 5, 2017, the European
Parliament passed the Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the E.U. Medical Device Directive
and became effective on May 26, 2021. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent,
predictable, and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health while
supporting innovation. The new regulations, among other things:

 strengthen
the rules on placing devices on the market and reinforce surveillance once they are available;

 establish
explicit provisions on manufacturers' responsibilities for the follow-up of the quality, performance and safety of devices placed
on the market;

 improve
the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;

 set
up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available
in the European Union; and

 strengthen
rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before
they are placed on the market.

 These modifications may have
an effect on the way we conduct our business in the EEA.

 Any change in the laws or
regulations that govern the clearance and approval processes relating to our current, planned and future products could make it more
difficult and costly to obtain clearance or approval for new products or to produce, market and distribute existing products. Significant
delays in receiving clearance or approval or the failure to receive clearance or approval for our new products would have an adverse
effect on our ability to expand our business.

 Our products may cause or contribute to
adverse medical events that we are required to report to FDA and other governmental authorities, and if we fail to do so, we would be
subject to sanctions that could harm our reputation, business, results of operations, and financial condition. The discovery of serious
safety issues with our products, or a recall of our products either voluntarily or at the direction of FDA or another governmental authority,
could have a negative impact on us.

 We are required to timely
file various reports with FDA, including reports required by the medical device reporting regulations which require us to report to FDA
when we receive or become aware of information that reasonably suggests that one of our products may have caused or contributed to a
death or serious injury or malfunctioned in a way that, if the malfunction were to recur to the device or a similar device that we market,
could cause or contribute to a death or serious injury. If we fail to comply with our reporting obligations, FDA or other governmental
authorities could take action, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition
of civil monetary penalties, revocation of our device clearance, seizure of our products, or delay in clearance of future products. FDA
and certain foreign regulatory bodies have the authority to require the recall of commercialized products under certain circumstances.

 A government-mandated or
voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects,
labeling or design deficiencies, packaging defects, or other deficiencies, or failures to comply with applicable regulations. If we do
not adequately address problems associated with our devices, we may face additional regulatory requirements or enforcement action, including
required new marketing authorizations, FDA warning letters, product seizure, injunctions, administrative penalties, or civil or criminal
proceedings.

 We may initiate voluntary
withdrawals, removals, or corrections for our products in the future that we determine do not require notification of FDA. If FDA disagrees
with our determinations, it could require us to report those actions and we may be subject to enforcement action. A future recall announcement
or other corrective action could harm our financial results and reputation, potentially lead to product liability claims against us,
require the dedication of our time and capital, and negatively affect our sales.

 In addition, FDA's
and other regulatory authorities' policies may change, and additional government regulations may be enacted that could prevent,
limit, or delay regulatory approval of our product candidates. For example, in November 2018, FDA announced that it plans to develop
proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates. It is unclear the extent to which any
proposals, if adopted, could impose additional regulatory requirements on us that could delay our ability to obtain new 510(k) clearances,
increase the costs of compliance, or restrict our ability to maintain our current clearances.

 We also cannot predict the
likelihood, nature, or extent of government regulation that may arise from future legislation or administrative or executive action,
either in the U.S. or abroad. For example, the Trump Administration previously enacted several executive actions that could impose significant
burdens on, or otherwise materially delay, FDA's ability to engage in routine regulatory and oversight activities. It is difficult
to predict how these executive actions and executive actions that may be taken under the Biden Administration may affect FDA's
ability to exercise its regulatory authority. If these executive actions impose constraints on FDA's ability to engage in oversight
and implementation activities in the normal course, our business may be negatively impacted.

 Changes in internet regulations could adversely
affect our business.

 Laws, rules, and regulations
governing internet communications, advertising, and e-commerce are dynamic, and the extent of future government regulation is uncertain.
Federal and state regulations govern various aspects of our online business, including intellectual property ownership and infringement,
trade secrets, the distribution of electronic communications, marketing and advertising, user privacy and data security, search engines,
and internet tracking technologies. Future taxation on the use of the internet or e-commerce transactions could also be imposed. Existing
or future regulation or taxation could increase our operating expenses and expose us to significant liabilities.

 Disruptions at the FDA, other agencies
or notified bodies caused by funding shortages or global health concerns could hinder their ability to hire, retain, or deploy key leadership
and other personnel, or otherwise prevent new or modified products from being developed, cleared or approved, or commercialized in a
timely manner, or at all, which could negatively impact our business.

 The ability of the FDA, other
agencies and notified bodies to review and authorize or certify for marketing new products can be affected by a variety of factors, including
government budget and funding levels, statutory, regulatory and policy changes, agency's or notified body's ability to hire
and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the agency's or notified
body's ability to perform routine functions. Average review times at the FDA and other agencies and notified bodies have fluctuated
in recent years as a result. In addition, government funding of other government agencies that fund research and development activities
is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA, other agencies and notified
bodies may also slow the time necessary for new medical devices or modifications to be reviewed and/or cleared, approved or certified
by necessary agencies or notified bodies, which would adversely affect our business. For example, over the last several years, the U.S.
government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA employees
and stop critical activities.

 Separately, in response to
the global COVID-19 pandemic, the FDA postponed most inspections of domestic and foreign manufacturing facilities at various points.
Even though the FDA has since resumed standard inspection operations of domestic facilities where feasible, the FDA has continued to
monitor and implement changes to its inspectional activities to ensure the safety of its employees and those of the firms it regulates
as it adapts to the evolving COVID-19 pandemic, and any resurgence of the virus or emergence of new variants may lead to further inspectional
delays. Regulatory authorities outside the United States may adopt similar policy measures in response to the COVID-19 pandemic. If a
prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA or other regulatory authorities from conducting
their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory
authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

 In the E.U., notified
bodies must be officially designated to certify products and services in accordance with the MDR. While several notified bodies have
been designated the COVID-19 pandemic has significantly slowed down their designation process and the current designated notified
bodies are facing a large amount of requests with the new regulation as a consequence of which review times have lengthened although
a new regulation amending the E.U. MDR was recently adopted in March 2023, extending existing transitional provisions. This
situation could significantly impact the ability of notified bodies to timely review and process our regulatory submissions, which
could have a material adverse effect on our business in the E.U. and the EEA (which consists of the 27 E.U. member states plus
Norway, Liechtenstein and Iceland).

 The misuse or off-label use of our Platform
may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations,
fines or sanctions by regulatory bodies, particularly if we are deemed to have engaged in the promotion of these uses, any of which could
be costly to our business.

 Our first generation Aerodentis
System is a Class II medical device was cleared by FDA for commercialization in the U.S. pursuant to the 510(k) notification process
for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. We are preparing to apply for 510(k)
clearance for the Platform. If and when our Platform receives 510(k) clearance, it will be cleared for marketing by the FDA only for
movement and alignment of teeth during orthodontic treatment of malocclusion. We, thus, will not be able to promote it for any other
indications for use or make any promotional claims that are inconsistent with, or outside the scope of, such FDA clearance (often referred
to as "off-label uses"). However, the assessment of whether a given claim is or is not consistent with a given FDA clearance
or approval can often be subjective, and we cannot guarantee that FDA will always agree with our position regarding a particular claim
or that all of our employees, representatives, and agents will abide by our marketing policies. If FDA determines that we have promoted
any product without the requisite clearance or approval and/or for an off-label or unapproved use, it could take any number of enforcement
actions against us, including (among others), issuing untitled or warning letters and/or pursuing an injunction, seizure, civil fine
and/or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action under other
regulatory authority, such as laws prohibiting false claims for reimbursement, any of which would have a material adverse effect on our
business, financial condition, and/or business as a whole.

 Additionally, we must have
competent and reliable scientific evidence or, where applicable, other adequate substantiation for each reasonable interpretation of
every promotional claim we make. In particular, comparative or superiority claims generally require adequate, well controlled, head-to-head
clinical studies, comparing the product to the applicable competing products. To the extent we make any claims, or are otherwise held
responsible for third-party claims about any product we may market in the United States, without the requisite clinical substantiation,
we could be subject to enforcement action by FDA and/or the Federal Trade Commission (the "FTC"), as well as a competitor
challenge via the National Advertising Division (the "NAD") of the Better Business Bureau. Our plans to utilize social media
as a primary promotional tool for our device(s) increases the applicable enforcement risk, as it makes it easier for our employees, affiliates,
and any third parties with which we may have a relationship and/or arrangement under which we are deemed responsible for such party's
claims about our product(s) to disseminate promotional claims about our product(s) that may be inconsistent with applicable regulations
governing device promotions. Further, consumers can bring private false-advertising lawsuits, including class actions, against us for
any material misrepresentations and/or deceptive or unsubstantiated claims (among other similar causes of action) in our promotional
materials or other advertising. Any of the foregoing could have a material adverse effect on our business.

 Laws and Regulations Governing Healthcare,
including Health Information Privacy and Security Laws

 We are subject to certain federal, state,
and foreign fraud and abuse laws, health information privacy and security laws, and transparency laws, which, if violated, could subject
us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse
publicity and be costly to respond to, and thus could harm our business.

 There are numerous U.S.
federal and state, as well as foreign, laws pertaining to healthcare fraud and abuse, including anti-kickback, false claims, and
physician transparency laws. Efforts to ensure that our business arrangements with third parties will comply with applicable
healthcare laws and regulations involve substantial costs. Our business practices and relationships with providers and patients are
subject to scrutiny under these laws. We may also be subject to patient information privacy and security regulation by both the
federal government and the states and foreign jurisdictions in which we conduct our business. The healthcare laws and regulations
that may affect our ability to operate include:

 the
federal healthcare Medicare and Medicaid Patient Protection Act of 1987 (the "Anti-Kickback Statute"), which prohibits, among
other things, persons, and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly
or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arrange
for or recommend a good or service, for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare
and Medicaid. The term "remuneration" has been broadly interpreted to include anything of value. The government can establish
a violation of the Anti-Kickback Statute without proving that a person or entity had actual knowledge of the law or a specific intent
to violate. Moreover, the government may assert that a claim including items or services resulting from a violation of the federal healthcare
Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Although there are
a number of statutory exceptions and regulatory safe harbors to the federal healthcare Anti-Kickback Statute protecting certain common
business arrangements and activities from prosecution or regulatory sanctions, the exceptions and safe harbors are drawn narrowly. Practices
that involve remuneration to those who prescribe, purchase, or recommend medical device products, including discounts, or engaging individuals
as speakers, consultants, or advisors, may be subject to scrutiny if they do not fit squarely within an exception or safe harbor. Our
practices may not in all cases meet all of the criteria for safe harbor protection from anti- kickback liability. Moreover, there are
no safe harbors for many common practices, such as reimbursement support programs, educational or research grants, or charitable donations;

 the
federal civil False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to
be presented, false or fraudulent claims for payment of federal government funds, and knowingly making, using or causing to be made or
used a false record or statement material to a false or fraudulent claim to avoid, decrease or conceal an obligation to pay money to
the federal government. Private individuals, commonly known as "whistleblowers," can bring civil False Claims Act qui tam
actions, on behalf of the government and such individuals and may share in amounts paid by the entity to the government in recovery or
settlement. False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble
damages and serious mandatory penalties for each false or fraudulent claim or statement. The government may assert that a claim including
items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim under the federal
civil False Claims Act. Many pharmaceutical and medical device manufacturers have been investigated and have reached substantial settlements
under the federal civil False Claims Act in connection with alleged off-label promotion of their products and allegedly providing free
products to customers with the expectation that the customers would bill federal health care programs for the product. In addition, manufacturers
can be held liable under the federal civil False Claims Act even when they do not submit claims directly to government payers if they
are deemed to "cause" the submission of false or fraudulent claims. There are also criminal penalties, including imprisonment
and criminal fines, for making or presenting false, fictitious or fraudulent claims to the federal government;

 Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"), which created additional federal criminal statutes that prohibit,
among other things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit program, including
private third-party payers, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a
criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or
making any materially false, fictitious or fraudulent statements or representations, or making or using any false writing or document
knowing the same to contain any materially false, fictitious or fraudulent statement or entry in connection with the delivery of, or
payment for, healthcare benefits, items or services. Similar to the federal healthcare Anti-Kickback Statute, a person or entity does
not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

 the
federal Physician Payments Sunshine Act under the Affordable Care Act which requires certain manufacturers of drugs, devices, biologics
and medical supplies for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program (with certain
exceptions) to report annually to the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services,
information related to payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists
and chiropractors) and teaching hospitals, and applicable manufacturers and group purchasing organizations, as well as ownership and
investment interests held by physicians and their immediate family members. Since January 2022, applicable manufacturers are also required
to report information regarding payments and transfers of value provided to physician assistants, nurse practitioners, clinical nurse
specialists, certified nurse anesthetists, and certified nurse-midwives;

 HIPAA,
as amended by Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their respective implementing
regulations, which imposes privacy, security, and breach reporting obligations with respect to Protected Health Information ("PHI"),
upon entities subject to the law, such as health plans, healthcare clearinghouses and certain healthcare providers, and their respective
business associates that perform services on their behalf that involve PHI. HITECH also created new tiers of civil monetary penalties,
amended HIPAA to make HIPAA compliance as well as civil and criminal penalties directly applicable to business associates, and gave state
attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the HIPAA laws and seek
attorneys' fees and costs associated with pursuing federal civil actions; and

 analogous
state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items
or services reimbursed by any third-party payer, including commercial insurers or patients; state laws that require device companies
to comply with the industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal
government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local
laws that require the licensure of sales representatives; state laws that require device manufacturers to report information related
to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information;
data privacy and security laws and regulations in foreign jurisdictions that may be more stringent than those in the United States (such
as the E.U., which adopted the GDPR, which became effective in May 2018); state laws governing the privacy and security of health information
in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating
compliance efforts; and state laws related to insurance fraud in the case of claims involving private insurers.

 These laws and regulations,
among other things, constrain our business, marketing, and other promotional activities by limiting the kinds of financial arrangements,
including sales programs, we may have with physicians or other potential purchasers of our products. We have also entered into consulting
agreements with physicians, which are subject to these laws. Further, while we do not submit claims and our future customers will make
the ultimate decision on how to submit claims, we may provide reimbursement guidance and support regarding our products. Due to the breadth
of these laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which
they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.

 To enforce compliance
with healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between
healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and
settlements in the healthcare industry. For example, U.S. federal and state regulatory and enforcement agencies continue to actively
investigate violations of healthcare laws and regulations, including pursuing novel theories of liability under these laws. These
government agencies recently have increased regulatory scrutiny and enforcement activity with respect to manufacturer reimbursement
support activities and patient support programs, including bringing criminal charges or civil enforcement actions under the federal
healthcare Anti-Kickback statute, federal civil False Claims Act, the health care fraud statute, and HIPAA privacy provisions.
Responding to investigations can be time and resource consuming and can divert management's attention from the business. Any
such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful
challenge or investigation into our practices could cause adverse publicity, and be costly to respond to.

 If our operations are found
to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us,
we may be subject to administrative, civil and criminal penalties, damages, fines, disgorgement, substantial monetary penalties, exclusion
from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, additional reporting obligations,
and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with
these laws, reputational harm, and the curtailment or restructuring of our operations.

 Since our Platform will utilize cloud-based
information systems and the exchange of information between patents and doctors, we will be subject to numerous U.S. federal and state
laws and regulations related to the privacy and security of personally identifiable information, including health information.

 Among other data-privacy
and/or confidentiality laws to which we may be subject, HIPAA establishes privacy and security standards that limit the use and disclosure
of PHI and require covered entities and business associates to implement administrative, physical, and technical safeguards to ensure
the confidentiality, integrity, and availability of individually identifiable health information in electronic form, among other requirements.

 Violations of HIPAA may result
in civil and criminal penalties. We must also comply with HIPAA's breach notification rule which requires notification to affected
individuals and the Secretary of Health and Human Services ("HHS"), and in certain cases to media outlets, in the case of
a breach of unsecured PHI. The regulations also require business associates of covered entities to notify the covered entity of breaches
by the business associate.

 State attorneys general also
have the right to prosecute HIPAA violations committed against residents of their states, and HIPAA standards have been used as the basis
for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information. In addition,
HIPAA mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business associates for compliance.

 Many states also have laws
that protect the privacy and security of sensitive and personal information, including health information. These laws may be similar
to or even more protective than HIPAA and other federal privacy laws. For example, the laws of the State of California are more restrictive
than HIPAA. Where state laws are more protective than HIPAA, we must comply with the state laws we are subject to, in addition to HIPAA.
California passed the California Consumer Privacy Act or CCPA on June 28, 2018, which went into effect January 1, 2020. On November 3,
2020, the California Privacy Rights Act of 2020 ("CPRA"), which amends the CCPA and adds new privacy protections that became
effective on January 1, 2023, was enacted through a ballot initiative. While information we maintain that is covered by HIPAA may be
exempt from the CCPA, other records and information we maintain on our patients may be subject to the CCPA. In certain cases, it may
be necessary to modify our planned operations and procedures to comply with these more stringent state laws. Not only may some of these
state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals
who believe their personal information has been misused. In addition, state and federal privacy laws subject to frequent change.

 In addition to HIPAA and
state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibit
unfair privacy and security practices and deceptive statements about privacy and security, laws that place specific requirements on
certain types of activities, such as data security and texting, and laws requiring holders of personal information to maintain
safeguards and to take certain actions in response to a data breach.

 Foreign data protection,
privacy, and other laws and regulations are often more restrictive than those in the U.S. The E.U., for example, traditionally has imposed
stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the U.S. In May
2018, the GDPR governing data practices and privacy in the E.U., became effective and replaced the data protection laws of the individual
member states. GDPR requires companies to meet stringent requirements regarding the handling of personal data of individuals in the E.U.
These more stringent requirements include expanded disclosures to inform members about how we may use their personal data, increased
controls on profiling members, and increased rights for members to access, control and delete their personal data. In addition, there
are mandatory data breach notification requirements. The law also includes significant penalties for non-compliance, which may result
in monetary penalties of up to 20 million Euros or 4% of a company's worldwide turnover, whichever is higher. GDPR and other similar
regulations require companies to give specific types of notice and informed consent is required for the placement of a cookie or similar
technologies on a user's device for online tracking for behavioral advertising and other purposes and for direct electronic marketing,
and the GDPR also imposes additional conditions in order to satisfy such consent, such as a prohibition on pre-checked consents. It remains
unclear how the U.K. data protection laws or regulations will develop in the medium to longer term and how data transfer to the U.K.
from the E.U. will be regulated. Outside of the E.U., there are many other countries with data protection laws, and new countries are
adopting data protection legislation with increasing frequency. Many of these laws may require consent from individuals for the use of
data for various purposes, including marketing, which may reduce our ability to market our products.

 There is no harmonized approach
to these laws and regulations globally. Consequently, we increase our risk of non-compliance with applicable foreign data protection
laws and regulations when we expand internationally. We may need to change and limit the way we use personal information in operating
our business and may have difficulty maintaining a single operating model that is compliant. Compliance with such laws and regulations
will result in additional costs and may necessitate changes to our business practices and divergent operating models, limit the effectiveness
of our marketing activities, adversely affect our business, results of operations, and financial condition, and subject us to additional
liabilities.

 Our business could be adversely affected
by professional and legal challenges to our business model or by new state actions restricting our ability to provide our products and
services in certain states.

 Since the success of our
business will be dependent on the widespread adaptation of our Platform as a valid method for smile correction, many patients across
multiple geographies will be needed to use our Platform and provide positive feedback and results. This will expose us to legal risk
of patients or dental practitioners who may have a negative experience with our Platform to file lawsuits claiming damages or other claims.
Although the we will seek insurance coverage for such legal actions, there is no assurance that the amount of coverage will be sufficient
to cover these claims. In addition, such legal actions from consumers and dental professionals may result in material and adverse effects
on our ability to continue to conduct business due to negative press.

 A number of dental and orthodontic
professionals believe that aligners are appropriate for only a limited percentage of their patients and may believe that our Platform
is even less appropriate than traditional aligners. National and state dental associations have issued statements discouraging use of
orthodontics using a teledentistry platform. Increased market acceptance of remote treatment may depend, in part, upon the recommendations
of dental and orthodontic professionals and associations, as well as other factors including effectiveness, safety, ease of use, reliability,
aesthetics, and price compared to competing products. Furthermore, our ability to conduct business in each state is dependent, in part,
upon that particular state's treatment of remote healthcare and that state dental board's regulation of the practice of dentistry.

 Security breaches, data breaches, cyber
attacks, other cybersecurity incidents or the failure to comply with privacy, security and data protection laws could materially impact
our operations, patient care could suffer, we could be liable for damages, and our business, operations and reputation could be harmed.

 We expect to retain confidential
customer personal and financial, patient health information and our own proprietary information and data essential to our business operations.
We will rely upon the effective operation of our IT systems, and those of our service providers, vendors, and other third parties to
safeguard the information and data. Additionally, our success may be dependent on the success of healthcare providers, many of whom are
comprised of individual or small operations with limited IT experience and inadequate or untested security protocols, in managing data
privacy and data security requirements. It is critical that the facilities, infrastructure and IT systems on which we depend to run our
business and the products we develop remain secure and be perceived by the marketplace and our potential customers to be secure. Despite
the implementation of security features in our products and security measures in our IT systems, we and our service providers, vendors,
and other third parties may become subject to physical break-ins, computer viruses or other malicious code, unauthorized or fraudulent
access, programming errors or other technical malfunctions, hacking or phishing attacks, malware, ransomware, employee error or malfeasance,
cyber attacks, and other breaches of IT systems or similar disruptive actions, including by organized groups and nation-state actors.
For example, we may experience cybersecurity incidents and unauthorized internal employee exfiltration of company information.

 Further, the frequency of
third-party cyber-attacks has increased over the last several years. The military conflict in Ukraine may cause nation-state actors
or hackers sympathetic to either side of the conflict to carry out cyber-attacks to achieve their goals, which may include espionage,
information gathering operations, monetary gain, ransomware, disruption, and destruction. Significant service disruptions, breaches in
our infrastructure and IT systems or other cybersecurity incidents could expose us to litigation or regulatory investigations, impair
our reputation and competitive position, be distracting to our management, and require significant time and resources to address. Affected
parties or regulatory agencies could initiate legal or regulatory action against us, which could prevent us from resolving the issues
quickly or force us to resolve them in unanticipated ways, cause us to incur significant expense and liability, or result in judicial
or governmental orders forcing us to cease operations or modify our business practices in ways that could materially limit or restrict
the products and services we provide. Concerns over our privacy practices could adversely affect others' perception of us and deter
potential customers, patients and partners from using our products. In addition, patient care could suffer, and we could be liable if
our products or IT systems fail to deliver accurate and complete information in a timely manner. We have internal monitoring and detection
systems as well as cybersecurity and other forms of insurance coverage related to a breach event covering expenses for notification,
credit monitoring, investigation, crisis management, public relations and legal advice. However, damages and claims arising from such
incidents may not be covered or may exceed the amount of any coverage and do not cover the time and effort we may incur investigating
and responding to any incidents, which may be material. The costs to eliminate, mitigate or recover from security problems and cyber
attacks and incidents could be material and depending on the nature and extent of the problem and the networks or products impacted,
may result in network or systems interruptions, decreased product sales, or data loss that may have a material impact on our operations,
net revenues and operating results.

 Our business will expose us to potential
liability for the quality and safety of our products and services, how we advertise and market those products and services and how and
to whom we sell them, and we may incur substantial expenses or be found liable for substantial damages or penalties if we are subject
to claims or litigation.

 Our products and
services involve an inherent risk of claims concerning their design, manufacture, safety and performance, how they are marketed and
advertised in a complex framework of highly regulated domestic and international laws and regulations, how we package, bundle or
sell them to potential customers, who may be private individuals or companies or public entities such as hospitals and clinics, and
how we train and support doctors, their staffs and patients who administer or use our products. Moreover, consumer products and
services are routinely subject to claims of false, deceptive or misleading advertising, consumer fraud and unfair business
practices. Additionally, we may be held liable if any product we develop or manufacture or services we offer or perform causes
injury or is otherwise found unhealthy. If our products are safe but they are promoted for off-label usage, we may be investigated,
fined or have our products or services enjoined or approvals rescinded or we may be required to defend ourselves in litigation.
Although we maintain insurance for product liability, business practices and other types of activities we make or offer, coverage
may not be available on acceptable terms, if at all, and may be insufficient for actual liabilities. Any claim for product
liability, sales, advertising and business practices, regardless of its merit or eventual outcome, could result in material legal
defense costs and damage our reputation, increase our expenses and divert management's attention.

 Increased focus on current and anticipated
environmental, social and governance ("ESG") laws and increased scrutiny of our ESG policies and practices may materially
increase our costs, expose us to potential liability, adversely impact our reputation, employee retention, willingness of potential customers
and suppliers to do business with us and willingness of investors to invest in us.

 Our operations are subject
to a variety of existing local, regional and global ESG laws and regulations, and we will likely be required to comply with new, broader,
more complex and more costly laws and regulations that focus on ESG matters. Our compliance obligations will likely span all aspects
of our business and operations, including product design and development, materials sourcing and other procurement activities, product
packaging, product safety, energy and natural resources usage, facilities design and utilization, recycling and collection, transportation,
disposal activities and workers' rights.

 Environmental regulations
related to greenhouse gases are expected to have an increasingly larger impact on our or our suppliers' energy sources. Many U.S.
and foreign regulators have enacted or are considering enacting new or additional disclosure requirements or limits on the emissions
of greenhouse gases, including, but not limited to, carbon dioxide and methane, from power generation units using fossil fuels. The effects
of greenhouse gas emission limits on power generation are subject to significant uncertainties, including the timing of any new requirements,
levels of emissions reductions and the scope and types of emissions regulated. These limits may have the effect of increasing our costs
and those of our suppliers and could result in manufacturing, transportation and supply chain disruptions and delays if clean energy
alternatives are not readily available in adequate amounts when required. Moreover, alternative energy sources, coupled with reduced
investments in traditional energy sources and infrastructure, may fail to provide the predictable, reliable, and consistent energy that
we, our suppliers and other businesses need for operations.

 Meeting our obligations under
existing ESG laws, rules, or regulations is already costly to us and our suppliers, and we expect those costs to increase as new laws
are enacted, possibly materially. Additionally, we expect regulators to perform investigations, inspections and periodically audit our
compliance with these laws and regulations, and we cannot provide assurance that our efforts or operations will be compliant. If we fail
to comply with any requirements, we could be subject to significant penalties or liabilities and we may be required to implement new
and materially more costly processes and procedures to come into compliance. Further these laws are subject to unpredictable changes.
Even if we successfully comply with these laws and regulations, our suppliers may fail to comply. We may also suffer financial and reputational
harm if future customers require, and we are unable to deliver, certification that our products are conflict free. In all of these situations,
our future customers may stop purchasing products from us, and may take legal action against us, which could harm our reputation, revenues
and results of operations.

 Investor advocacy
groups, institutional investors, investment funds, proxy advisory services, stockholders, and consumers are also increasingly
focused on corporate ESG practices. Additionally, public interest and legislative pressure related to public companies' ESG
practices continues to grow. If our ESG practices fail to meet investor or other industry stakeholders' evolving expectations
and standards, including environmental stewardship, support for local communities, board of director and employee diversity, human
capital management, employee health and safety practices, product quality, supply chain management, corporate governance and
transparency and employing ESG strategies in our operations, our brand, reputation and employee retention may be negatively
impacted, potential customers and suppliers may be unwilling to do business with us and investors may be unwilling to invest in us.
In addition, as we work to align our ESG practices with industry standards, we have expanded and will likely continue to expand our
disclosures in these areas. We also expect to incur additional costs and require additional resources to monitor, report, and comply
with our various ESG practices. If we fail to adopt ESG standards or practices as quickly as stakeholders desire, report on our ESG
efforts or practices accurately, or satisfy the disclosure and other expectations of stakeholders, our reputation, business,
financial performance, growth, and stock price may be adversely impacted.

 We are subject to consumer protection laws
that regulate our marketing practices and prohibit unfair or deceptive acts or practices. Our actual or perceived failure to comply with
such obligations could harm our business, and changes in such regulations or laws could require us to modify our products, marketing
or advertising efforts.

 In connection with the marketing
or advertisement of our products and services, we could be the target of claims relating to false, misleading, deceptive, or otherwise
noncompliant advertising or marketing practices, including under the auspices of the FTC and state consumer protection statutes. If we
rely on third parties to provide any marketing and advertising of our products and services, we could be liable for, or face reputational
harm as a result of, their marketing practices if, for example, they fail to comply with applicable statutory and regulatory requirements.

 If we are found to have breached
any consumer protection, advertising, unfair competition, or other laws or regulations, we may be subject to enforcement actions that
require us to change our marketing and business practices in a manner which may negatively impact us. This could also result in litigation,
fines, penalties, and adverse publicity that could cause reputational harm and loss of patient trust, which could have an adverse effect
on our business.

 We will be subject to a number of risks
related to the credit card and debit card payments we plan to accept.

 We plan to accept payments
through credit and debit card transactions. For credit and debit card payments, we will be required to pay interchange and other fees,
which may increase over time. An increase in those fees may require us to increase the prices we charge and would increase our operating
expenses, either of which could harm our business, results of operations, and financial condition.

 If we or our future processing
vendors fail to maintain adequate systems for the authorization and processing of credit and debit card transactions, it could cause
one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if these systems
fail to work properly and, as a result, we do not charge our patients' credit or debit cards on a timely basis or at all, our business,
revenue, results of operations, and financial condition could be harmed.

 The payment methods that
we will offer can also subject us to potential fraud and theft by criminals, who are becoming increasingly more sophisticated in exploiting
weaknesses that may exist in the payment systems. If we fail to comply with applicable rules or requirements for the payment methods
we will accept, or if payment-related data is compromised due to a breach, we may be liable for significant costs incurred by payment
card issuing banks and other third parties or subject to fines and higher transaction fees, or our ability to accept or facilitate certain
types of payments may be impaired. In addition, our patients could lose confidence in certain payment types, which may result in a shift
to other payment types or potential changes to our payment systems that may result in higher costs. If we fail to adequately control
fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly
higher card-related costs, each of which could harm our business, results of operations, and financial condition.

 We will also be subject to
payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change
or be reinterpreted to make it more difficult for us to comply. We will be required to comply with payment card industry security standards.
Failing to comply with those standards may violate payment card association operating rules, federal and state laws and regulations,
and the terms of our contracts with payment processors. Any failure to comply fully also may subject us to fines, penalties, damages,
and civil liability, and may result in the loss of our ability to accept credit and debit card payments. Further, there is no guarantee
that such compliance will prevent illegal or improper use of our payment systems or the theft, loss, or misuse of data pertaining to
credit and debit cards, card holders, and transactions.

 If we are unable to maintain
our chargeback rate or refund rates at acceptable levels, our future processing vendor may increase our transaction fees or terminate
its relationship with us. Any increases in our credit and debit card fees could harm our results of operations, particularly if we elect
not to raise our rates for our products and services to offset the increase. The termination of our ability to process payments on any
major credit or debit card would significantly impair our ability to operate our business.

 We face risks related to our future international
sales, including the need to obtain necessary foreign regulatory clearance or approvals.

 Sales of our products outside
the U.S. will subject us to foreign regulatory requirements that vary widely from country to country. We received our European CE mark
and ISO/MDSAP certification in 2019. In light of our ISO/MDSAP certification, we believe that we are in substantial compliance with applicable
E.U. regulations.

 We will also need to obtain
regulatory approval in other foreign jurisdictions in which we plan to market and sell our products. The time required to obtain clearances
or approvals required by other countries may be longer than that required for FDA clearance or approval, and requirements for such approvals
may differ from FDA requirements. We may be unable to obtain regulatory approvals and may also incur significant costs in attempting
to obtain foreign regulatory approvals or maintain those we already have. If we experience delays in receipt of approvals to market our
products in new jurisdictions, or if we fail to receive these approvals, we may be unable to market our products in international markets
in a timely manner, if at all, which could materially impact our international expansion and adversely affect our business as a whole.
In addition, we anticipate that regulations in certain foreign countries may challenge our teledentistry model. Some international regulations
may also limit the availability of our Platform to patients in certain jurisdictions without our first obtaining a license or engaging
a third party to provide such financing, or limit the financing options we can offer our patients. If any of these risks were to materialize,
they could limit our expected international growth and profitability.

 Intellectual Property Risks

 Our success depends in part on our proprietary
technology, and if we are unable to successfully enforce our intellectual property rights, our competitive position may be harmed.

 Our success will depend in
part on our ability to maintain existing intellectual property and to obtain and maintain further intellectual property protection for
our products and services, both in the U.S. and in other countries. We intend to protect our intellectual property rights through a combination
of patent, trademark, copyright, and trade secret laws, as well as third-party confidentiality and assignment agreements. Our inability
to do so could harm our competitive position.

 We rely on our portfolio
of issued and pending patent applications in the U.S. and other countries to protect a large part of our intellectual property and our
competitive position; however, our currently pending or future patent filings may not result in the issuance of patents. While we generally
apply for patents in those countries where we intend to make, have made, use, or sell patented products, we may not accurately predict
all of the countries where patent protection will ultimately be desirable. If we fail to timely file for a patent, we may be precluded
from doing so at a later date.

 Patent rights are
territorial, and patent protection extends only to those countries where we have issued patents. Filing, prosecuting and defending
patents on our products and product candidates in all countries and jurisdictions throughout the world would be prohibitively
expensive, and our intellectual property rights in some countries outside the United States could be less extensive than those in
the United States. Many countries do not protect intellectual property to the same extent as the U.S. or Europe, and their
litigation processes differ. Competitors may successfully challenge or avoid our patents, or manufacture products in countries where
we have not applied for patent protection. Changes in the patent laws in the U.S. or other countries may diminish the value of our
patent rights. As a result of these and other factors, the scope, validity, enforceability, and commercial value of our patent
rights are uncertain and unpredictable.

 Furthermore, the issuance
of a patent, while presumed valid and enforceable, is not conclusive as to its validity or its enforceability and it may not provide
us with adequate proprietary protection or competitive advantages against competitors with similar products. Any patents issued to us
may be challenged, invalidated, held unenforceable, circumvented, or may not be sufficiently broad to prevent third parties from producing
competing products similar in design to our products. In addition, any protection afforded by foreign patents may be more limited than
that provided under U.S. patent and intellectual property laws. There can be no assurance that any of our patents, any patents licensed
to us, or any patents which we may be issued in the future, will provide us with a competitive advantage or afford us protection against
infringement by others, or that the patents will not be successfully challenged or circumvented by third parties, including our competitors.
Further, there can be no assurance that we will have adequate resources to enforce our patents. Competitors may also be able to design
around our patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods.

 Our ability to enforce our
patent rights depends on our ability to detect infringement. It is difficult to detect infringers who do not advertise the components
that are used in their products. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor's
or potential competitor's product, particularly in litigation in countries other than the U.S. that do not provide an extensive
discovery procedure. Any litigation to enforce or defend our patent rights, if any, even if we were to prevail, could be costly and time-consuming
and would divert the attention of our management and key personnel from our business operations. We may not prevail in any lawsuits that
we initiate and the damages or other remedies awarded if we were to prevail may not be commercially meaningful.

 We also may seek to rely
on protection of copyright, trade secrets, know how, and confidential and proprietary information. We generally enter into confidentiality
and non-compete agreements with our employees, consultants, and collaborative partners upon their commencement of a relationship with
us. However, these agreements may not provide meaningful protection against the unauthorized use or disclosure of our trade secrets or
other confidential information, and adequate remedies may not exist if unauthorized use or disclosure were to occur. The exposure of
our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect
on our operating results, financial condition, and future growth prospects. In particular, a failure to protect our proprietary rights
might allow competitors to copy our technology, which could adversely affect our pricing and market share. We may not be able to prevent
the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, vendors, former employees and current
employees. Further, other parties may independently develop substantially equivalent know-how and technology.

 While we currently do not
own any registered trademarks, we intend to rely on both registered and common law rights for our trademarks in the future. There can
be no assurance that our future trademark applications will be approved. Third parties may also oppose our trademark applications, or
otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand
our products and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and
marketing new brands. Further, there can be no assurance that competitors will not infringe our trademarks, or that we will have adequate
resources to enforce our trademarks.

 Litigation,
interferences, oppositions, re-exams, inter partes reviews, post grant reviews, or other proceedings are, have been, and may in the
future be necessary in some instances to determine the validity and scope of certain of our proprietary rights, and in other
instances to determine the validity, scope, or non-infringement of certain proprietary rights claimed by third parties to be
pertinent to the manufacture, use, or sale of our products or provision of our services. These types of proceedings are
unpredictable and may be protracted, expensive, and distracting to management. The outcome of such proceedings could adversely
affect the validity and scope of our patent or other proprietary rights, hinder our ability to manufacture and market our products
and provide our services, require us to seek a license for the infringed product or technology, or result in the assessment of
significant monetary damages. An unfavorable ruling could include monetary damages or, in cases where injunctive relief is sought,
an injunction prohibiting us from selling our products or providing our services. Any of these results from litigation could
adversely affect our business, financial condition, and results of operations.

 If we infringe or violate the patents or
proprietary rights of other parties or are subject to an intellectual property infringement or misappropriation claim, our ability to
grow our business may be severely limited.

 Our commercial success also
depends upon our ability, and the ability of any third party with which we may partner, to develop, manufacture, market and sell our
products, if approved, and use our patent-protected technologies without infringing the patents of third parties. Extensive litigation
over patents and other intellectual property rights is common in the dental and orthodontic industry.

 We may not have identified
all patents, published applications or published literature that affect our business either by blocking our ability to commercialize
our products, by preventing the patentability of one or more aspects of our products, or by covering the same or similar technologies
that may affect our ability to market our products. For example, we may not have conducted a patent clearance search sufficient to identify
potentially obstructing third party patent rights. Moreover, patent applications in the United States are maintained in confidence for
up to 18 months after their filing. In some cases, however, patent applications remain confidential in the U.S. Patent and Trademark
Office, or the USPTO, for the entire time prior to issuance as a U.S. patent. Patent applications filed in countries outside of the United
States are not typically published until at least 18 months from their first filing date. Similarly, publication of discoveries in the
scientific or patent literature often lags behind actual discoveries. We cannot be certain that we were the first to invent, or the first
to file, patent applications covering our products. We also may not know if our competitors filed patent applications for technology
covered by our pending applications or if we were the first to invent the technology that is the subject of our patent applications.
Competitors may have filed patent applications or received patents and may obtain additional patents and proprietary rights that block
or compete with our patents.

 We may therefore in the future
be the subject of patent or other litigation. From time to time, we may in the future receive letters from third parties drawing our
attention to their patent rights. While we do not believe that we infringe upon any valid and enforceable rights that have been brought
to our attention, and we take necessary steps to ensure that we do not infringe on the rights of others, there may be other more pertinent
rights of which we are presently unaware. The defense and prosecution of intellectual property suits, interference proceedings, and related
legal and administrative proceedings could result in substantial expense to us and significant diversion of effort by our technical and
management personnel. An adverse determination of any litigation or interference proceeding to which we may become a party could subject
us to significant liabilities. An adverse determination of this nature could also put our patents at risk of being invalidated or interpreted
narrowly or require us to seek licenses from third parties. Licenses may not be available on commercially reasonable terms or at all,
in which event, our business would be materially adversely affected. Intellectual property litigation or claims could force us to cease
developing, selling or otherwise commercializing one or more of our products; to pay substantial damages for past use of the asserted
intellectual property; and redesign, or rename in the case of trademark claims, our product(s) to avoid such third party rights, which
may not be possible or which could be costly and time-consuming. Any of these risks coming to fruition could have a material adverse
effect on our business, results of operations, financial condition and prospects.

 Our failure to secure trademark registrations
could adversely affect our ability to market our products and operate our business.

 Any future trademark
applications in the United States and any other jurisdictions where we may file may not be allowed registration, and we may not be
able to maintain or enforce our registered trademarks. During trademark registration proceedings, we may receive rejections.
Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in
the USPTO and in corresponding foreign agencies, third parties are given an opportunity to oppose pending trademark applications and
to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our applications and/or
registrations, and our applications and/or registrations may not survive such proceedings. Failure to secure such trademark
registrations in the United States and in foreign jurisdictions could adversely affect our ability to market our products and our
business.

 We may be subject to claims that our employees
have wrongfully used or disclosed alleged trade secrets of their former employers.

 As is common in the medical
device industry, we may employ individuals who were previously employed at other companies similar to ours, including our competitors
or potential competitors. We may become subject to claims that these employees or we have inadvertently or otherwise used or disclosed
trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

 Obtaining and maintaining patent protection
depends on compliance with various procedures and other requirements, and our patent protection could be reduced or eliminated in case
of non-compliance with these requirements.

 Periodic maintenance fees,
renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to the relevant patent agencies
in several stages over the lifetime of the patents and /or applications. The relevant patent agencies require compliance with a number
of procedural, documentary, fee payment and other provisions during the patent application process. In many cases, an inadvertent lapse
can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which
the failure to comply with the relevant requirements can result in the abandonment or lapse of the patent or patent application, resulting
in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to use our
technologies and know-how which could have a material adverse effect on our business, prospects, financial condition and results of operation.

 Patent terms may be inadequate to protect
our competitive position on our product candidates for an adequate amount of time.

 Patents have a limited lifespan.
In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest
U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited.
Even if patents covering our products are obtained, once the patent life has expired for a product, we may be open to competition from
competitive products. Given the amount of time required for the development, testing and regulatory review of new products, patents protecting
such products might expire before or shortly after such products are commercialized. As a result, our patent portfolio may not provide
us with sufficient rights to exclude others from commercializing products similar or identical to ours.

 Risks Related Our Securities

 The relative lack of U.S. public company
experience of our management team may put us at a competitive disadvantage.

 Our management team
lacks U.S. public company experience and is generally unfamiliar with the requirements of the U.S. securities laws and U.S.
Generally Accepted Accounting Principles ("GAAP"), which could impair our ability to comply with legal and regulatory
requirements such as those imposed by Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The individuals who now
constitute our senior management team have never had responsibility for managing a publicly traded company. Such responsibilities
include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be
able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal,
regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the
imposition of fines and penalties and distract our management from attending to the growth of our business.

 Our common stock is not listed on any stock
exchange and there is a limited market for shares of our common stock. Even if a market for our common stock develops, our common stock
could be subject to wide fluctuations.

 Our common stock is not listed
on any stock exchange. Although our common stock is quoted on the OTC Pink Market operated by the OTC Markets Group Inc., there is a
limited public market for shares of our common stock, and limited trades of our common stock have taken place on the OTC Pink Market.
Even if the shares of our common stock may in the future trade greater volume on the OTC Pink Market, the liquidity and price of our
common stock is expected to be more limited than if such securities were quoted or listed on a national exchange. No assurances can be
given that an active public trading market for our common stock will develop or be sustained. Trading volume may be limited by the fact
that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing
in over the counter stocks and certain major brokerage firms restrict their brokers from recommending over the counter stocks because
they are considered speculative, volatile and thinly traded. Lack of liquidity will limit the price at which stockholders may be able
to sell our common stock.

 Even if our common stock
will in the future trade more actively on the OTC Pink Market, the price of such common stock could be subject to wide fluctuations,
in response to quarterly variations in our operating results, announcements by us or others, developments affecting us, and other events
or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have
had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and
may adversely affect the market prices of the securities. Such risks could have an adverse effect on the stock's future liquidity.

 We cannot assure you that our common stock
will become eligible for listing or quotation on any exchange and the failure to do so may adversely affect your ability to dispose of
our common stock in a timely fashion.

 In order for our common stock
to become eligible for listing or quotation on any exchange, reverse merger companies must have had their securities traded on an over-the-counter
market for at least one year, maintained a certain minimum closing price for not less than 30 of the most recent 60 days prior to the
filing of an initial listing application and prior to listing, and timely filed with the SEC all required reports since consummation
of the reverse merger, including one annual report containing audited consolidated financial statements for a full fiscal year commencing
after the date of filing of the Current Report on Form 8-K which discloses the reverse merger. We may not be able to meet all of the
filing requirements above and may not be able to satisfy the initial standards for listing or quotation on any exchange in the foreseeable
future or at all. Even if we are able to become listed or quoted on an exchange, we may not be able to maintain a listing of the common
stock on such stock exchange.

 As a result of the Share Exchange, we became
a company that is subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from
other projects, thus impairing our ability to grow.

 As a result of the Share
Exchange, we became a public reporting company and, accordingly, subject to the information and reporting requirements of Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and other federal securities laws, including compliance with the Sarbanes-Oxley
Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC (including reporting
of the Share Exchange) and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been
if we remained privately held and did not consummate the Share Exchange.

 Public company compliance may make it more
difficult for us to attract and retain officers and directors.

 The Sarbanes-Oxley Act and
new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public
company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming
and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us
to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and
retain qualified persons to serve on our board of directors or as executive officers.

 Because we became public by means of a
reverse merger, we may not be able to attract the attention of major brokerage firms.

 There may be risks associated
with us becoming public through a "reverse merger". Securities analysts of major brokerage firms may not provide coverage
of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage
firms will, in the future, want to conduct any secondary offerings on our behalf.

 Our stock price may be volatile.

 The price at which our common
stock is quoted is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are
beyond our control, including the following:

 changes
 in our industry;

 competitive
 pricing pressures;

 our ability
 to obtain working capital financing;

 additions
 or departures of key personnel;

 limited
 "public float" in the hands of a small number of persons whose sales or lack of sales could result in positive or negative
 pricing pressure on the price at which our common stock is quoted;

 sales
 of our common stock;

 our ability
 to execute our business plan;

 operating
 results that fall below expectations;

 loss of
 any strategic relationship;

 regulatory
 developments;

 economic
 and other external factors; and

 period-to-period
 fluctuations in our financial results.

 In addition, the securities
markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance
of particular companies. These market fluctuations may also materially and adversely affect the price at which our common stock is quoted.

 Our securities are restricted securities
with limited transferability.

 Our securities should be
considered a long-term, illiquid investment. Our common stock has not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and cannot be sold without registration under the Securities Act or any exemption from registration. In
addition, our common stock is not registered under any state securities laws that would permit its transfer. Because of these restrictions,
a stockholder will likely find it difficult to liquidate an investment in our common stock.

 We are subject to penny stock rules which
will make the shares of our common stock more difficult to sell.

 We are subject to the SEC's
"penny stock" rules since our shares of common stock trade below $5.00 per share. Penny stocks generally are equity securities
with a per share price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

 In addition, the penny stock
rules require that prior to a transaction the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome
and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common
stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

 FINRA sales practice requirements may also
limit a stockholder's ability to buy and sell our stock.

 In addition to the "penny
stock" rules described above, the Financial Industry Regulatory Authority ("FINRA") has adopted rules that require
that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable
for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market
for our shares.

 We do not anticipate paying any cash dividends.

 We presently do not anticipate
that we will pay any dividends on any of our capital stock in the foreseeable future. The payment of dividends, if any, would be contingent
upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within
the discretion of our board of directors. We presently intend to retain all earnings, if any, to implement our business plan; accordingly,
we do not anticipate the declaration of any dividends in the foreseeable future.

 Our shares of common stock are very thinly
traded, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares of common
stock in the future.

 Our shares of common
stock are thinly traded. Due to the illiquidity, the price at which our common stock is quoted may not accurately reflect our
relative value. There can be no assurance that there will be an active market for our shares of common stock either now or in the
future. Investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business.
If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common
stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing
to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any,
and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares
of common stock as collateral for a loans.

 We may apply the proceeds of the Private
Placement to uses that ultimately do not improve our operating results or increase the price of our common stock.

 We intend to use the net
proceeds from the Private Placement. However, our management has broad discretion in how we actually use these proceeds. These proceeds
could be applied in ways that do not ultimately improve our operating results or otherwise increase the value of our common stock.

 We may need additional financing which
may not be available on acceptable terms, which may in turn dilute your investment in us.

 Our future capital requirements
will depend on many factors including but not limited to: market acceptance of our services; competitive pressure on the price of our
products; the extent to which we invest in new locations, develop new relationships with producers of polymers and chemicals as well
as consumers of polymers and chemicals; and the response of competitors to our products. We believe that the existing cash balances,
including the net proceeds from the Private Placement, and funds generated from operations will provide us with sufficient funds to finance
our operations for the foreseeable future. To the extent that our current funds, together with existing resources, are insufficient to
fund our activities over the long-term, we may need to raise additional funds through equity or debt financing or from other sources.

 Subject to the lock-up provisions
of the Securities Purchase Agreement and other documents related to the Share Exchange and the Private Placement, –as part of any
future financing, we are generally not restricted from issuing additional securities, including shares of common stock, securities that
are convertible into or exchangeable for, or that represent the right to receive, common stock or substantially similar securities. In
particular, we may conduct one or more additional offerings following the closing of the Private Placement and may seek waiver of the
lock-up provisions of the Securities Purchase Agreement and other documents related to the Share Exchange and the Private Placement –to
conduct such offerings. The sale of additional equity or convertible debt may result in additional dilution to our stockholders and such
securities may have rights, preferences or privileges senior to those of the common stock. To the extent that we rely upon debt financing,
we will incur the obligation to repay the funds borrowed with interest and may become subject to covenants and restrictions that restrict
operating flexibility. No assurance can be given that additional equity or debt financing will be available or that, if available, it
can be obtained on terms favorable to us or our stockholders. Failure to obtain necessary financing could have a material adverse effect
on our business, financial condition and results of operations.

 Our board of directors can authorize the
issuance of preferred stock, which could diminish the rights of holders of our common stock, and make a change of control of us more
difficult even if it might benefit our stockholders.

 Our board of directors is
authorized to issue shares of preferred stock in one or more series and to fix the voting powers, preferences and other rights and limitations
of the preferred stock. Accordingly, we may issue shares of preferred stock with a preference over our common stock with respect to dividends
or distributions on liquidation or dissolution, or that may otherwise adversely affect the voting or other rights of the holders of common
stock. Issuances of preferred stock, depending upon the rights, preferences and designations of the preferred stock, may have the effect
of delaying, deterring or preventing a change of control, even if that change of control might benefit our stockholders.

 Anti-takeover provisions under Delaware
corporate law may make it difficult for our stockholders to replace or remove our board of directors and could deter or delay third parties
from acquiring our Company, which may be beneficial to our stockholders.

 We are subject to the anti-takeover
provisions of the Delaware General Corporation Law ("DGCL"), including Section 203 of the DGCL. Under these provisions, if
anyone becomes an "interested stockholder," we may not enter into a "business combination" with that person for
three (3) years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent
a change of control. For purposes of Section 203 of the DGCL, "interested stockholder" means, generally, someone owning fifteen
percent (15%) or more of our outstanding voting stock or an affiliate of ours that owned fifteen percent (15%) or more of our outstanding
voting stock during the past three (3) years, subject to certain exceptions as described in Section 203 of the DGCL.

 Future sales of significant amounts of
our common stock may depress our stock price.

 Future issuances of our common
stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up provisions that
restrict the issuance of new common stock or the trading of outstanding common stock, could cause the price at which our common stock
is quoted to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up
provisions, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your
holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will
sell their securities when the lock-ups expire, could adversely affect the price at which our common stock is quoted.

 The Securities Purchase Agreement
entered into in connection with the Private Placement contains provisions that prevent us, subject to certain exceptions, from offering
additional shares of capital stock for up to eighteen (18) months after the closing of the Private Placement, subject to the approval
of the Lead Investor. Further, in connection with the Share Exchange, Private Dror shareholders are subject to the lock-up provisions
contained in the Share Exchange Agreement. These lock-up provisions may be waived pursuant to the terms of Securities Purchase Agreement
and the Share Exchange Agreement, as applicable. If these restrictions on future offerings and lock-up restrictions are waived, additional
shares of our common stock may become available for sale or resale, subject to applicable law, including without notice, which could
reduce the price at which our common stock is quoted.

 Further, a significant percentage
of our outstanding common stock is currently owned by a small number of stockholders. These stockholders may sell in the future large
amounts of our stock over relatively short periods of time. Sales of substantial amounts of our stock by existing stockholders may adversely
affect the price at which our stock is quoted by creating the perception of difficulties or problems with our business that may depress
our stock price.

 Financial, Tax and Accounting Risks

 If our goodwill or long-lived assets become
impaired, we may be required to record a material charge to earnings.

 Under GAAP, we review
our goodwill and long-lived asset group for impairment when events or changes in circumstances indicate the carrying value may not
be recoverable. Additionally, goodwill must be tested for impairment at least annually. The qualitative and quantitative analysis
used to test goodwill are dependent upon various assumptions and reflect management's best estimates. Changes in certain
assumptions, including revenue growth rates, discount rates, earnings multiples and future cash flows may cause a change in
circumstances indicating that the carrying value of goodwill or the asset group may be impaired and assessing these assumptions and
predicting and forecasting future events can be difficult. Goodwill and purchased assets require periodic fair value assessments to
determine if they have become impaired. Consequently, we may be required to record a material charge to earnings in the financial
statements during the period in which any impairment of goodwill or long-lived asset group is determined.

 Changes in, or interpretations of, accounting
rules and regulations, could result in unfavorable accounting charges.

 We prepare our consolidated
financial statements in conformity with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to
interpret and create appropriate accounting policies. A change in these policies or in the way these policies are interpreted by us or
regulators could have a material effect on our reported results and may even retroactively affect previously reported financial statements.

 We are required to annually assess our
internal control over financial reporting and any adverse results from such assessment may result in a loss of investor confidence in
our financial reports and adversely affect our stock price.

 We are required to furnish
in our Form 10-K a report by our management regarding the effectiveness of our internal control over financial reporting that includes,
among other things, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year,
including a statement as to whether our internal control over financial reporting is effective. Our internal controls may become inadequate
because of changes in personnel, updates and upgrades to existing software, failure to maintain accurate books and records, changes in
accounting standards or interpretations of existing standards, and, as a result, the degree of compliance of our internal control over
financial reporting with the existing policies or procedures may become ineffective. Establishing, testing and maintaining an effective
system of internal control over financial reporting requires significant resources and time commitments on the part of our management
and our finance staff, may require additional staffing and infrastructure investments and increases our costs of doing business. If we
are unable to assert that our internal control over financial reporting is effective in any future period (or if our auditors are unable
to express an opinion on the effectiveness of our internal controls or conclude that our internal controls are ineffective), the timely
filing of our financial reports could be delayed or we could be required to restate past reports, and cause us to lose investor confidence
in the accuracy and completeness of our financial reports in the future, which could have an adverse effect on our stock price.

 Our effective tax rate may vary significantly
from period to period.

 We operate globally and are
subject to taxes in the U.S. and foreign countries. Various internal and external factors may affect our future effective tax rate. These
factors include changes in the global economic environment, changes in our legal entity structure or activities performed within our
entities, changes in our business operations, changes in tax laws, regulations and/or rates, new or changes to accounting pronouncements,
changing interpretations of existing tax laws or regulations, changes in relative proportions of revenues and income before taxes in
the various jurisdictions in which we operate that have differing statutory tax rates, changes in overall levels of pretax earnings,
the future levels of tax benefits of stock-based compensation, settlement of income tax audits and non-deductible goodwill impairments.

 Our effective tax rate is
also dependent in part on forecasts of full year results which can vary materially. Furthermore, we may continue to experience significant
variation in our effective tax rate related to excess tax benefits on stock-based compensation, particularly in the first quarter of
each year when the majority of our equity awards vest.

 New tax laws and practices, changes to
existing tax laws and practices, or disputes regarding the positions we take regarding tax laws, could negatively affect our provision
for income taxes as well as our ongoing operations.

 We are subject to tax
laws both within and outside of the U.S. requiring significant judgment in determining our worldwide provision for income taxes.
Changes in tax laws or changes to how those laws are applied to our business in practice, could affect the amount of tax to which we
are subject and the manner in which we operate. Additionally, the Organization for Economic Cooperation and Development's
("OECD") Base Erosion and Profit Shifting ("BEPS") project has resulted in considerable new reporting
obligations worldwide as OECD member countries have implemented its guidance. The OECD continues to publish guidance pursuant to the
BEPS and other projects which, if adopted by member countries, may affect our tax positions in many of the countries in which we do
business.

 Moreover, the application
of indirect taxes (such as sales and use tax ("SUT"), value-added tax ("VAT"), goods and services tax ("GST"),
and other indirect taxes) to our operations is complex and evolving. U.S. states, local and foreign taxing jurisdictions have differing
rules and regulations governing differing types of taxes, and these rules and regulations are subject to varying interpretations and
exemptions that may change over time. We collect and remit SUT, VAT, GST and other taxes in many jurisdictions and we are routinely subject
to audits. We are also routinely subject to audits regarding our tax reporting and remissions by local and national government, and we
may also be subject to audits in U.S. states, local and foreign jurisdictions for which we have not accrued tax liabilities. The positions
we take regarding taxes as well as the amounts we collect or remit may be challenged and we may be liable for failing to collect or remit
all or any portion of taxes deemed owed or the taxes could exceed our estimates. One or more U.S. states or countries may seek to impose
incremental or new sales, use, or other tax collection obligations on us or may determine that such taxes should have but have not been
paid by us. If we dispute rulings or positions taken by tax authorities, we may incur expenses and expend significant time and effort
to defend our positions, which may be costly.

 On August 16, 2022, the Inflation
Reduction Act of 2022 ("IRA") was enacted. It contains numerous new U.S. federal tax law provisions, including a corporate
alternative minimum tax on adjusted financial statement income and an excise tax on corporate stock repurchases, both effective after
December 31, 2022. We continue to evaluate the IRA's impact to our business, which may be material.

 The application of existing,
new, or future tax laws, and results of audits, whether in the U.S. or internationally, could harm our business. Furthermore, there have
been and will continue to be substantial ongoing costs associated with complying with the various tax requirements and defending our
positions in the numerous markets in which we conduct or will conduct business.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 We operate in the medical
devices sector, which is subject to various cybersecurity risks that could adversely affect our business, financial condition, and results
of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy laws and
other litigation and legal risk; and reputational risk. We recognize the importance of assessing, identifying, and managing material
risks associated with cybersecurity threats. Both our executive management team and our board of directors are involved in the assessment,
identification, and management of such risks, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

 Our executive management
team is responsible for day-to-day assessment, identification and management of material risks from cybersecurity threats, including
the prevention, mitigation, detection, and remediation of cybersecurity incidents. The individuals currently serving in these roles are
our Chief Executive Officer and Chief Technology Officer. The executive management team monitors current events in order to remain aware
of current cybersecurity threats and is informed of cybersecurity incidents as they arise by our frontline personnel.

 The executive management
team is also responsible for overseeing and identifying risks from cybersecurity threats associated with our use of any third-party service
providers.

 Our board of directors is
responsible for oversight of risks from cybersecurity threats in conjunction with our executive management team. Our board of directors
receives updates from our management team with respect to risks from cybersecurity threats and are notified of any new significant cybersecurity
threats or incidents as they arise. Additionally, our board of directors considers risks from cybersecurity threats as part of its overall
assessment of risk management, including its general oversight of the Company's business strategy, risk management policies, and
financials.

 To date, no cybersecurity
incident (or aggregation of incidents) or cybersecurity threat has materially affected our business strategy, results of operations or
financial condition, and we are not aware of any cybersecurity incidents that are reasonably likely to materially affect the Company,
including our business strategy, results of operations, or financial condition. For further information regarding the risks associated
with cybersecurity incidents, see "Risk Factors—Security breaches, data breaches, cyber-attacks, other cybersecurity incidents
or the failure to comply with privacy, security and data protection laws could materially impact our operations, patient care could suffer,
we could be liable for damages, and our business, operations and reputation could be harmed" in Item 1A of this Annual Report on
Form 10 K.

 Item 2. Properties.

 We lease commercial space
that has a gross area of approximately 860 square feet at Shatner 3, Jerusalem, Israel. This space is used as an office, production,
testing, adjustment, and preparation center for the shipment of orthodontic appliances. This space is approved for our activities by
the certification body MEDCERT. MEDCERT is one of the largest German Notified Bodies that provides ISO and CE certification. The inspection
of our facility is carried out on an annual basis by an auditor on behalf of MEDCERT and includes an inspection of all activities and
their adaptation to ISO 13485:2016 certification. We have successfully passed our most recent annual inspection in April 2023.

 We also lease a small, approximately
130-square-foot storage facility at Hartom 7, Jerusalem, Israel.

 Item 3. Legal Proceedings.

 From time to time, we may
be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not a party to any
material litigation nor are we aware of any such threatened or pending litigation.

 There are no proceedings
in which any of our directors, officers or affiliates or any registered or beneficial stockholders is an adverse party or has a material
interest adverse to our interest.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.

 Market for our Common Stock

 Our Common Stock is currently
approved for quotation on the OTC Pink Market under the symbol "DROR." As soon as practicable, and assuming we satisfy all
necessary initial listing requirements, we intend to apply to have our Common Stock listed for trading on The Nasdaq Stock Market, although
we cannot be certain that any such application will be approved.

forth the high and low sale prices for our Common Stock for the periods indicated as reported by OTC. The high and low prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 Quarter Ended

 High

 Low

 December 31, 2024

 $

 0.021

 $

 0.0050

 September 30, 2024

 $

 0.024

 $

 0.0036

 June 30, 2024

 $

 0.013

 $

 0.0030

 March 31, 2024

 $

 0.019

 $

 0.0062

 December 31, 2023

 $

 0.03

 $

 0.0093

 September 30, 2023

 $

 0.0474

 $

 0.01

 June 30, 2023

 $

 0.038

 $

 0.0102

 March 31, 2023

 $

 0.04475

 $

 0.0085

 December 31, 2022

 $

 0.0275

 $

 0.009

 September 30, 2022

 $

 0.054

 $

 0.0211

 June 30, 2022

 $

 0.074

 $

 0.036

 March 31, 2022

 $

 0.1326

 $

 0.035

 December 31, 2021

 $

 0.1349

 $

 0.0811

 September 30, 2021

 $

 0.15

 $

 0.0801

 June 30, 2021

 $

 0.34

 $

 0.107

 March 30, 2021

 $

 0.58

 $

 0.0475

 Shareholders of Record

 As of February 18, 2025, there
were 235 stockholders of record holding 956,997,116 shares of common stock.

 Recent Sales of Unregistered Securities

 During the fiscal year ended
December 31, 2024, all sales of equity securities not registered under the Securities Act were included in our Quarterly Reports on Form
10-Q and in our Current Reports on Form 8-K.

 Repurchase of Equity Securities

 We have no plans, programs
or other arrangements in regard to repurchases of our common stock.

 Dividends

 We have not paid any cash
dividends on shares of our Common Stock to date. It is the present intention of our board of directors to retain future earnings for
the development, operation, and expansion of its business, and our board of directors does not anticipate declaring or paying any cash
dividends for the foreseeable future. The payment of dividends is within the discretion of our board of directors and will be contingent
upon our future revenues and earnings, as well as its capital requirements and general financial condition, and we can give no assurances
that we will ever have excess funds available to pay dividends.

 Securities Authorized for Issuance under Equity Compensation Plans

 The table below sets forth
certain information as of December 31, 2024 regarding the shares of our Common Stock available for grant or granted under stock option
plans and other compensation arrangements that (i) were adopted by our stockholders and (ii) were not adopted by our stockholder.

 Plan Category

 Number of

 securities
 to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights

 average
 exercise
 price of
 outstanding
 options,
 warrants,
 and rights

 Number of
 securities
 remaining
 available for
 future

 issuance
 under

equity
 plans
 (excluding
 securities
 reflected in
 common)

 Equity Compensation plans approved by stockholders (1)

 184,264,323

 $
 0.0037

 224,570,065

 Equity Compensation plans not approved by stockholders

 —

 —

 —

 Total

 184,264,323

 $
 0.0037

 224,570,065

 (1)

 Represents shares approved
 for issuance under the 2021 Plan and the 2023 Plan. All information in this table has been adjusted to give effect to the Share Exchange.

 Use of Proceeds from the Sale of Registered Securities

 None.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 Management's Discussion
and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial
statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain
other factors that may affect future results. In certain instances, parenthetical references are made to relevant sections of the Notes
to Financial Statements to direct the reader to a further detailed discussion. This section should be read in conjunction with the Financial
Statements and Supplementary Data included in this Annual Report on Form 10-K. This MD&A contains forward-looking statements
reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may
differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed
in the sections entitled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" contained
in this Annual Report on Form 10-K.

 Unless the context otherwise
requires, references in this MD&A to "Dror," "we", "us", "our", and the "Company"
are intended to refer to (i) following the Share Exchange (as defined below), the business and operations of Dror Ortho-Design,
Inc. and its consolidated subsidiaries, and (ii) prior to the Share Exchange, Dror Ortho-Design Ltd. (the predecessor entity and currently
wholly owned subsidiary of Dror Ortho-Design, Inc.).

 All dollar amounts in
this registration statement refer to U.S. dollars unless otherwise indicated.

 Overview

 We were incorporated as Novint
Technologies, Inc. in the State of New Mexico in April 1999. On February 26, 2002, we changed our state of incorporation to Delaware
by merging with Novint Technologies, Inc., a Delaware corporation. On July 5, 2023, we entered into a share exchange agreement with the
shareholders of Dror Ortho-Design, Ltd. ("Private Dror"), pursuant to which the shareholders of Private Dror agreed to exchange
all of their outstanding ordinary shares Private Dror for shares of our Common Stock and convertible preferred stock (the "Share
Exchange"). On August 14, 2023 the Share Exchange was consummated and we changed our name to "Dror Ortho-Design, Inc."

 Following the Share Exchange,
we succeeded to the business of Private Dror as its sole line of business. The Share Exchange is being accounted for as a recapitalization,
with Private Dror deemed to be the accounting acquirer and the Company the acquired company. Accordingly, Private Dror's historical
financial statements for periods prior to the consummation of the Share Exchange have become those of the Company. Operations reported
for periods prior to the Share Exchange are those of Private Dror.

 Our Company

 We have reimagined the way
people can correct their smile.

 We plan to disrupt the aligner
market by offering millions of people a revolutionary alternative. We believe that people do not need to change their lifestyle to correct
their smile as they are required to do with existing aligner solutions.

 Existing aligner solutions
generally share the same treatment principles, which are different from our solution. In most cases, patients seeking to improve their
smile need to undergo a 12-to-15 month process of wearing plastic aligners, which need to be worn the entire day and should only be removed
while eating or drinking. Patients are prescribed a series of 20 to 30 aligners that are intended to forcefully move teeth progressively
closer to their intended final position. This process causes pain every time a new aligner is used and restricts blood circulation, which
counterproductively slows down tooth movement. All-day aligner solutions are also intrusive, as patients need to conduct their lives
at work or school wearing the plastic aligners. In addition, most existing aligner therapies require multiple visits to an orthodontist
to monitor the progress of treatment plans through intraoral scanning, physical examination and patient testimony.

 We believe that recent rapid
advancements in technology have made traditional aligner solutions no longer the most effective treatment option for smile correction.
Our Company has developed a proprietary AI-based platform to correct people's smiles in a discreet and less painful manner (the
"Platform"). The Platform uses only one smart aligner to gently move teeth into their optimum position with pulsating air
while the patient is sleeping or at home.

 We are involved in the research
and development of an orthodontic alignment platform. We have several patents for the technology used in the Platform and is currently
in the process of preparing the prototype for FDA approval.

 Our predecessor first
generation Aerodentis System is a Class II medical device, which was cleared by FDA for commercialization in the U.S. pursuant to
the 510(k) notification process for movement and alignment of teeth during orthodontic treatment of malocclusion in April 2020. The
Company is preparing to apply for 510(k) clearance for the Platform as a Class II medical device, which constitutes an updated
version of the currently cleared device. Such updated Platform contains new and/or different components than the original device,
which is why a new 510(k) clearance is required prior to marketing the Platform in the U.S. We have not yet filed a 510(k)
submission for the Platform, and it has, thus, not been found by the FDA to be substantially equivalent to the first generation
Aerodentis System.

 The Company currently does
not generate revenues to fund operations and anticipates that it will continue to incur significant losses as it continues to develop
the Platform. Please refer to "Risk Factors - We are in the development stage, are not generating revenues and have no operating
history in the manufacturing and distribution of orthodontic medical devices or platforms for consumer use." for additional information.
The Company intends to spend approximately $2.5 million over the next 18 months on software and hardware development as well as the accompanying
regulatory approvals and IP protection associated with such software and hardware projects.

 Share Exchange

 As discussed above, on July
5, 2023, we entered into a Share Exchange Agreement (as amended by that certain Amendment to Share Exchange Agreement, dated August 14,
2023, the "Share Exchange Agreement"), and on August 13, 2023, the share exchange (the "Share Exchange") was
consummated with Private Dror and all shareholders of Private Dror. Pursuant to the Share Exchange Agreement, on August 14, 2023, the
shareholders of Private Dror transferred all of their ordinary shares in Private Dror to us in exchange for 7,576,999 newly issued shares
of our Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and 106,782,187
shares of our Common Stock. As a result of the Share Exchange, Private Dror became a wholly owned subsidiary of the Company.

 Pursuant to the terms and
conditions of the Share Exchange Agreement:

 The shareholders of Private
 Dror transferred 235,088 ordinary shares of Private Dror to us in exchange for 7,576,999 shares of Series A Convertible Preferred
 Stock and 106,782,187 shares of Common Stock (the "Share Exchange").

 In connection with the
 Share Exchange, we assumed all of Private Dror's obligations under Private Dror's outstanding share options.

 All outstanding Series
 A-4 Warrants to purchase Private Dror's ordinary shares were assumed by the Company and converted into Share Exchange Warrants
 (as defined below).

 Simultaneously with the
 Share Exchange, the board of directors and certain officers of the Company resigned, and a new board of directors, comprised of Private
 Dror's legacy board of directors, and new officers were appointed for the Company. The Company's new board of directors
 consists of Eliyahu (Lee) Haddad, Chaim Hurvitz, Moshe Shvets, Chaim Ravad and Yehuda Englander. In addition, immediately following
 the Share Exchange, Mr. Haddad was appointed as the Company's chief executive officer, Mr. Shvets as Chief Technology Officer,
 and Mr. Hurvitz as chairman of the board of directors.

 Private Placement

 In connection with the closing
of the Share Exchange, pursuant to the Purchase Agreement, the Company sold in a private placement (the "Private Placement")
186,363,631 shares of common stock (the Private Placement Shares), 2,886,364 shares of Series A Preferred Stock and warrants to purchase
shares of common stock (the "Private Placement Warrants"), or a combination thereof, at an effective purchase price of $0.011
per Private Placement Share or share of Common Stock underlying such shares of Series A Preferred Stock to certain investors (the "Private
Placement Investors") in connection with the Private Placement. The Company received aggregate gross proceeds of $5,025,000 in
connection with the first closing of the Private Placement on August 14, 2023 and an additional $200,000 in connection with a second
closing of the Private Placement on September 13, 2023.

 The Company and the Private
Placement Investors also entered into a Registration Rights Agreement, pursuant to which the Company agreed to register, among other
registrable securities, on Form S-1 (or, if the Company is then eligible, on Form S-3) with the SEC: (i) the Private Placement Shares,
(ii) Conversion Shares issuable in connection with the Purchase Agreement, (iii) the shares of Common Stock underlying the Private Placement
Warrants issued to the Private Placement Investors, and (iv) the shares of Common Stock and Conversion Shares underlying the shares of
Series A Preferred Stock issued to the investors in the December 2021 Transaction in connection with the Share Exchange. The Company
filed a registration statement on Form S-1 covering the aforementioned securities with the SEC on February 9, 2024.

 Going Concern

 We have experienced net losses
and negative cash flows from operations since our inception. As of December 31, 2024, we had cash of approximately $549,000, working capital
deficit of approximately $268,000, an accumulated deficit of approximately $19.5 million and used cash in operations during the twelve
months ended December 31, 2024 of approximately $2.7 million. The Company does not currently have sufficient available liquidity to fund
its operations for at least the next 12 months. Such factors raise substantial doubt about our ability to sustain operations for at least
one year from the issuance of the audited financial statements included in this Annual Report. The accompanying financial statements do
not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that
might be necessary should we be unable to continue as a going concern.

 In response to these conditions
and events, we are evaluating various financing strategies to obtain sufficient additional liquidity to meet our operating and capital
requirements for the next twelve months following the date of this Annual Report. The potential sources of financing that we are evaluating
include one or any combination of secured or unsecured debt, convertible debt and equity in both public and private offerings. We also
plan to finance near-term operations with our cash on hand, as well as by exploring additional ways to raise capital. There is no assurance
we will manage to raise additional capital or otherwise increase cash flows, if required. The sources of financing described above that
could be available to us and the timing and probability of obtaining sufficient capital depend, in part, on our further developing and
commercializing the Platform and on future capital market conditions. If our current assumptions regarding the pace of such development
are incorrect, or if there are any other changes or differences in our current assumptions that negatively impact our financing strategy,
we may have to reduce expenditures or significantly delay, scale back or discontinue the development or commercialization of the Platform.

 Results of Operations

 Comparison of the Years Ended December 31, 2024 and 2023

forth the results of our operations for the years ended December 31, 2024 and 2023:

 Years Ended December 31,

 Change

 Change

 2024

 2023

 $

 %

 Research and development

 $
 1,540,097

 $
 1,063,470

 $
 476,627

 %

 General and administrative

 $
 1,437,832

 $
 1,061,399

 $
 376,433

 %

 Share-based compensation

 $

 $

 $
 (7,760
)

 %

 Other income (expense), net

 $
 (551,989
)

 $
 810,779

 $
 (1,362,768
)

 (168
)%

 Research and Development Expenses

 Research and development
expenses were $1,540,097 for the year ended December 31, 2024, compared to $1,063,470 for the year ended December 31, 2023. The increase
in research and development expenses of $476,627 or 45%, was primarily due to increased outsourced consulting activities relating to
the development of our new product and an increase in salaries.

 General and Administrative Expenses

 General and administrative
expenses were $1,437,832 for the year ended December 31, 2024, compared to $1,061,399 for the year ended December 31, 2023. The increase
in general and administrative expenses of $376,433 or 35%, was primarily due to an increase in professional fees relating to public
company compliance following the Share Exchange as well as an increase in salaries and related expenses during the year ended December
31, 2024.

 Share-based Compensation Expenses

 Share-based compensation
expenses were $2,246,033 for the year ended December 31, 2024, compared to $2,253,793 for the year ended December 31, 2023. The decrease
in share-based compensation expenses of $7,760 or 0%, was considered not material.

 Other income (expenses), net

 Other expense was $551,989
for the year ended December 31, 2024, compared to $810,779 of income for the year ended December 31, 2023. The decrease in other income,
net of $1,362,768 or 168%, was primarily due to liquidated damages accrual of $520,000, no retirement of royalty accrual and exchange
rate differences resulting from the translation of NIS based assets and liabilities to U.S. Dollars.

 Liquidity and Capital Resources

 Sources of Liquidity

 We do not have revenues to
fund operations. We anticipate that we will continue to incur significant losses as it continues to develop its product. Historically,
our primary source of cash has been proceeds from the sale of equity instruments. We raised $5.225 million through the Private Placement
and sale of the Private Placement Shares to new investors concurrent with the Share Exchange. We intend to spend approximately $1 million
over the next 12 months on software and hardware development as well as the accompanying regulatory approvals and IP protection associated
with such software and hardware projects.

 We will need to raise additional
capital to fund operating losses and grow our operations. There can be no assurance however that we will be able to raise additional
capital when needed, or at terms deemed acceptable, if at all. Such factors raise substantial doubt about our ability to sustain operations
for at least one year from the issuance of the audited financial statements included in this Annual Report. The accompanying financial
statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of
liabilities that might be necessary should we be unable to continue as a going concern. For additional information, see the section above
titled "MD&A—Going Concern."

 Private Placement

 See the section above titled
"MD&A—Our Company—Private Placement."

 Cash Flows for the Years Ended December 31, 2024 and 2023

 Years ended December 31,

 2024

 2023

 Cash provided (used) in

 Operating activities

 $
 (2,741,822
)

 $
 (2,394,162
)

 Investing activities

 (25,849
)

 17,966

 Financing activities

 -

 4,653,204

 Foreign exchange differences on cash

 (30,728
)

 31,776

 Net increase (decrease) in cash and cash equivalents

 $
 (2,798,399
)

 $
 2,308,784

 Cash Used in Operating Activities

 Net cash used in operating activities was $2,741,822 for the year ended
December 31, 2024 as compared to $2,394,162 for the year ended December 31, 2023. The amount for the year ended December 31, 2024 primarily
consisted of a net loss of $5,775,951 offset by non-cash charges of $2,276,771 (including: Share-based compensation expense of $2,246,033,
depreciation expense of $4,035 and foreign exchange differences of $26,703), and an increase in operating assets and liabilities excluding
cash of $757,358. The amount for the year ended December 31, 2023 primarily consisted of a net loss of $3,567,883 offset by non-cash charges
of $1,443,684 (including: Share-based compensation expense of $2,253,793, depreciation expense of $670, partially offset by gain on retirement
of royalty accrual of $720,632 and gain on foreign exchange differences of $90,147), and a decrease in operating assets and liabilities
excluding cash of $269,963.

 Cash Provided by Investing Activities

 During the year ended December
31, 2024, net cash used by investing activities was $25,849 relating to the purchase of fixed assets. During the year ended December
31, 2023, net cash provided by investing activities was $17,966 relating to the cash received in the Share Exchange.

 Cash Provided by Financing Activities

 During the year ended December
31, 2024, there was no cash provided by financing activities. During the year ended December 31, 2023, net cash provided by financing
activities was $4,653,204 relating to the net proceeds from the private placement raise.

 Effects of Inflation

 Management does not believe
that inflation has had a material impact on our business, sales, or operating results during the periods presented.

 Off-Balance Sheet Arrangements

 We currently do not have
any off-balance sheet arrangements or financing activities with special-purpose entities.

 Critical Accounting Policies and Use of Estimates

 The SEC defined a company's
critical accounting policies as the ones that are most important to the portrayal of our financial condition and results of operations
and which require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain.

 Based on this definition,
we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are
significant to understanding our results.

 Research and Development

 We expense all research and
development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development
salaries and staff costs, consulting fees, as well as proprietary products and technology.

 Use of Estimates

 The preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates or 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 revenue and expenses during the reporting periods. Actual results could vary from those estimates. Management utilizes various other
estimates, including but not limited to accrued royalties, estimated lives of long-lived assets, the valuation of stock-based compensation,
the valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected
in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and
the effects of revisions are reflected in the period that they are determined to be necessary.

 Recent Accounting Pronouncements

 In October 2021, the FASB
issued ASU 2021-07-Compensation-Stock Compensation (Topic 718): Determining the Current Price of an Underlying Share for Equity-Classified
Share-Based Awards. The measurement objective in Topic 718 for share-based awards is fair value based, and the current price input is
measured at fair value. This input is used in determining an award's fair value. The practical expedient in this Update allows
a non-public entity to determine the current price of a share underlying an equity classified share-based award using the reasonable
application of a reasonable valuation method. The practical expedient in this Update is effective prospectively for all qualifying awards
granted or modified during fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December
15, 2022. Early application, including application in an interim period, is permitted for financial statements that have not yet been
issued or made available for issuance as of October 25, 2021. The implementation of this standard did not have a material effect on our
financial statements.

 Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.

 Not applicable.

 Item 8. Financial Statements and Supplementary Data.

 Our audited consolidated
financial statements as of and for the years ended December 31, 2024, and December 31, 2023, are included beginning on page F-1
immediately following the signature page to this Annual Report. See Item 15 for a list of the financial statements included herein.

 Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.

 Not applicable.

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 Our principal executive
officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in
the Exchange Act) Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report, have concluded that,
based on such evaluation, our disclosure controls and procedures were not effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms, and is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.

 Internal Control over Financial Reporting

 Management's Annual Report on Internal Control over Financial
Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange
Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive
officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP, including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of consolidated financial statements in accordance with GAAP and that receipts and expenditures are
being made only in accordance with authorizations of our management and board of directors, and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the
consolidated financial statements.

 Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with policies and procedures may deteriorate.

 Management evaluated the
effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management concluded that our
internal control over financial reporting was not effective as of December 31, 2024.

 During the year ended December
31, 2024, management identified the following weaknesses, which were deemed to be material weaknesses in internal controls:

 1.

 Due to the size of the
 Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which
 results in a lack of segregation of duties.

 2.

 The Company does not have
 Chief Financial Officer that can oversee day to day operations and the financial reporting function.

 This Annual Report does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act, which permits us to provide only management's report in this Annual Report.

 Changes in Internal Controls over Financial Reporting

 There were no changes in
our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2024 that have materially
affected, or are reasonably likely to affect, our internal control over financial reporting.

 Item 9B. Other Information

 On February 18, 2025, we and Mr.
Haddad entered into the Haddad First Amendment, Haddad Second Amendment (each as defined herein), and we and Mr. Shvets entered into
the Shvets First Amendment and Shvets Second Amendment (each as defined herein). See "Part III, Item 11 – Executive Compensation
– Employment Agreements." The descriptions of the Haddad First Amendment, the Haddad Second Amendment, the Shvets First Amendment
and the Shvets Second Amendment contained herein and in "Part III, Item 11 – Executive Compensation – Employment Agreements"
are not complete and are qualified in their entirety by reference to the full text of such agreements, which are attached to this Annual
Report on Form 10-K as Exhibits 10.17, 10.18, 10.19 and 10.20, respectively, and incorporated by reference herein.

 Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections.

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Officers and Directors

 The following persons became
our directors and executive officers on August 14, 2023 and hold the positions set forth opposite their respective names as of February
18, 2025:

 Name

 Age

 Position

 Chief Executive Officer and Director

 Chief Technology Officer and Director

 Director and Chairman of the Board

 Directors and Executive Officers

 Information concerning our
directors and executive officers is set forth below. The biographical description of each director includes the specific experience,
qualifications, attributes and skills that led the Board to conclude that such person should serve as a director.

 Mr. Haddad has served as
our Chief Executive Officer and director since December 2021. Mr. Haddad is a multi-disciplinary finance and technology expert, with
extensive senior level operational experience in raising capital, growing complex business models, and guiding startups and later stage
companies to successful exits. Prior to his employment at Dror, Mr. Haddad served as Chief Executive Officer of HFT Investments from
2007 through 2021. He also served as a Senior Adviser at Exceed Talent Capital between 2019 and 2023. Over the course of his 30-year
career, Mr. Haddad has structured and managed a number of technology and media transactions valued at an aggregate of over $85 billion,
including $250 million in transactions within the Israeli high-tech space in AI, medical technology, and cybersecurity. Mr. Haddad received
a bachelor's degree in economics and philosophy from Columbia University, where he was the recipient of the National Science Foundation
Award in Theoretical Physics and started his career in the M&A subgroup of Morgan Stanley's media and technology group for
several years. We believe that Mr. Haddad's extensive business experience qualifies him to serve as a member of our Board.

 Mr. Shvets has served as
a director and as our Chief Technology Officer since July 20, 2020. Mr. Shvets has also served as a Senior Vice President since December
1, 2021. Mr. Shvets is a seasoned senior executive with 25 years of experience in building companies with over 250M yearly revenues
that involve complex instrumentation & processes, regulation, software, and global infrastructure. Prior to joining Dror, Mr. Shvets
founded and served as a director of BiSec Ltd. from 2015 to 2018. Mr. Shvets has also served as president of OAO Belzan from 2011 to
2013, and president of OAO DZV from 2011 to 2014. Before joining the management team, Mr. Shvets was one of the investors in our Company.
Mr. Shvets received a bachelor's degree from Saint Petersburg State University in Aerospace Instrumentation in 1999. We believe
that Mr. Shvets's extensive experience commercializing new technologies qualifies him to serve as a member of our Board.

 Mr. Hurvitz has served as
a director and Chairman of our Board since January 17, 2012. Mr. Hurvitz has founded and has served as a chief executive office of C.H.
Health, a healthcare focused venture capital firm since May 2011. His investments through CH Health have included several successful
exits including the NASDAQ IPOs of Galmed Pharmaceuticals Ltd. (NASDAQ: GLMD) ("Galmed") and UroGen Pharma Ltd. (NASDAQ:
URGN) ("UroGen"). He was previously a member of Teva's senior management, serving as the President of Teva International
Group from 2002 through 2010, Vice-President of Israeli Pharmaceutical Sales from 1999 through 2002 and President and CEO of Teva Pharmaceuticals
Europe from 1992 through 1999. Mr. Hurvitz presently serves the chairman of Univo Pharmaceuticals Ltd., the chairman of Shirat Hachaim
Ltd., a director of Celexir, a director of Genoscience Pharma S.A.S., and has previously served as the chairman CTG Weld Limited, the
chairman of PolyPid Ltd. (NASDAQ: PYPD), as the chairman of Galmed, as a director of UroGen, and as a director of Teva Pharmaceuticals
Industries Ltd. (NYSE: TEVA). Mr. Hurvitz is also a member of management of the Manufacturers Association of Israel and Head of its Pharmaceutical
branch. Mr. Hurvitz received a B.A. in political science and economics from Tel Aviv University in 1985. We believe that Mr. Hurvitz's
extensive management experience in the healthcare industry qualifies him to serve as a member of our Board.

 Mr. Ravad has served as a
director since February 2015. Mr. Ravad has experience in food catering and real estate industries. In his capacity as our director,
Mr. Ravad has served as a major contributor to the development of Dror's teeth straightening product from its early stages and
until receipt of FDA and CE approval and has in the past successfully assisted in securing private investments in our Company. Mr. Ravad
is a graduate of Hebron Yeshiva.

 Mr. Englander has served
as a director since December 6, 2021. Mr. Englander is a co-founder of YYE ALEY SHLECHT ASSETS LTD. and YE RUT Finance Ltd. Prior to
that, Mr. Englander led Yehuda Englander Finance Advisory Ltd. for four years. Mr. Englander received a B.A. in Accounting from Lev Academic
Center at Jerusalem College of Technology. We believe that Mr. Englander's extensive investment experience qualifies him to serve
as a member of our Board.

 Involvement in Certain Legal Proceedings

 None of the members of the
Board or our executive officers has, in the last ten years, been involved in any legal proceeding of the type described under Item 103I
(2) or Item 401(f) of Regulation S-K.

 Director Independence

 Our Common Stock is quoted
on the OTC Pink Market operated by the OTC Markets Group Inc., which does not have director independence requirements. We also have not
established our own definition for determining whether our director and nominees for directors are "independent" nor have
we adopted any other standard of independence employed by any national securities exchange.

 We expect our Board, in the
future, to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee.
We intend to appoint such persons to committees of the Board as are expected to be required to meet the corporate governance requirements
imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek a listing
on a national securities exchange. In addition, we intend that a majority of our directors will be independent directors, of which at
least one director will qualify as an "audit committee financial expert," within the meaning of Item 407(d)(5) of Regulation
S-K, as promulgated by the SEC. We do not currently have an "audit committee financial expert" since we currently do not
have an audit committee in place.

 Family Relationships

 There are no family relationships
among our directors or executive officers.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires our directors and executive officers and each person who owns more than ten percent of a registered class of our equity
securities (collectively, "Reporting Persons") to file with the SEC initial reports of ownership and reports of changes in
ownership of our Common Stock and our other equity securities. Reporting Persons are required by SEC regulation to furnish us with copies
of all Section 16(a) forms that they file. Based solely on our review of the copies of the forms received by us during the fiscal year
ended December 31, 2024 and written representations that no other reports were required, we believe that each person who, at any time
during such fiscal year, was a director, officer or beneficial owner of more than ten percent of our common stock complied with all Section
16(a) filing requirements during such fiscal year with the following exceptions: Mr. Haddad, Mr. Hurvitz, Mr. Shvets, and Mr. Englander
filed Form 4s on June 25, 2024, disclosing the acquisition of stock options on June 17, 2024.

 Insider Trading Arrangements and Policies; Code of Ethics

 We intend to adopt insider
trading policies and procedures and a code of ethics that will apply to our officers, directors and employees, including our principal
executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt
written insider trading policies and procedures and a written code of ethics in the near future.

 Director Nominations by Security Holders

 Our Second Amended and
Restated Bylaws (the "Bylaws") contain provisions that address the process by which a stockholder may nominate an
individual to stand for election to our board of directors (the "Board"). To recommend a nominee for election to the
Board, a stockholder must submit his or her recommendation to our Secretary at our corporate offices at Shatner Street 3, Jerusalem,
Israel. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received
by us prior to the date set forth under "Submission of Future Stockholder Proposals" in our most recent proxy statement.
A stockholder's recommendation must be accompanied by the information with respect to stockholder nominees as specified in our
Bylaws, including among other things, the name, age, address and occupation of the recommended person, the proposing
stockholder's name and address, the ownership interests of the proposing stockholder and any beneficial owner on whose behalf
the nomination is being made (including the number of shares beneficially owned, any hedging, derivative, short or other economic
interests and any rights to vote any shares) and any material monetary or other relationships between the recommended person and the
proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination is being made.

 Item 11. Executive Compensation.

forth summary compensation information for the respective fiscal years. For the purpose of this prospectus, our "named executive
officers" or "NEOs" are our principal executive officer ("PEO"), Mr. Haddad, and our sole non-PEO executive
officer, Mr. Shvets. We provide a description of the employment arrangements with Mr. Haddad and Mr. Shvets, below under "Employment
Agreements." The following table includes all compensation earned by our named executive officers for the respective period, regardless
of whether such amounts were actually paid during the period.

 This discussion may contain
forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation
programs.

 Summary Compensation Table

forth information concerning the compensation of our named executive officers for the fiscal years indicated below.

 Name and principal position

 Year

 Salary
 ($) (1)

 Bonus
 ($)

 Stock awards
 ($)

 Option awards
 ($) (2)

 Nonequity incentive plan
 ($)

 Nonqualified
 deferred
 earnings
 ($)

 All other
 ($)

 Total
 ($)

 2024

 447,832

 —

 —

 —

 —

 —

 —

 447,832

 (Chief Executive Officer and Director)

 2023

 419,962

 —

 —

 2,506,941

 —

 —

 2,926,903

 2024

 424,197

 —

 —

 —

 —

 —

 —

 424,197

 (Chief Technology Officer)

 2023

 313,770

 —

 —

 1,504,145

 —

 —

 —

 1,817,915

 (1)

 Compensation amounts received
 in non-U.S. currency have been converted into U.S. dollars using the average exchange rate for the applicable year. The average exchange
 rate for 2024 was 3.647 NIS per dollar and the average exchange rate for 2023 was 3.690 NIS per dollar.

 (2)

 In
 accordance with SEC rules, this column reflects the aggregate fair value of the option awards
 granted during the respective fiscal year computed as of their respective grant dates in
 accordance with Financial Accounting Standard Board Accounting Standards Codification Topic
 718 for share-based compensation transactions. The assumptions made in the valuation of the
 share-based payments are contained in Note 11 to our financial statements included in this
 prospectus.

 Narrative Disclosure Regarding Summary Compensation Table

 Our Board reviews compensation
annually for all employees, including named executive officers. In making compensation determinations, the Board considers compensation
for comparable positions in the market and with peer companies, the historical compensation levels of executives, individual performance
as compared to the board's expectations and objectives, the board's desire to motivate employees to achieve short- and long-term
results that are in the best interests of our stockholders and a long-term commitment to our Company.

 Annual Base Salaries

 Base salaries for the executive
officers are initially established through arm's-length negotiations at the time of the executive officer's hiring, taking
into account such executive officer's qualifications, experience, the scope of his or her responsibilities and competitive market
compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically,
typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels
after taking into account individual responsibilities, performance and experience. In making decisions regarding salary increases, we
may also draw upon the experience of members of the Board with executives at other companies.

 Bonus Compensation

 During fiscal years 2024
and 2023, our named executive officers are not eligible to receive a discretionary annual bonus based on individual and company performance.

 Equity-Based Incentive Awards

 Our equity-based incentive
awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including our named
executive officers. We have historically used stock options as incentives for long-term compensation to the named executive officers
as the return on such awards is tied to an increase in our stock price. We may grant equity awards at such times as our Board determines
appropriate in their discretion. Additional grants may occur periodically in order to incentivize executives with respect to achieving
certain corporate goals or to reward them for exceptional performance. See "Outstanding Equity Awards at Fiscal Year-End"
below for additional information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

 Employment Agreements

 Eliyahu (Lee) Haddad, Chief Executive Officer and Director

 On December 6, 2021, Private
Dror entered into an employment agreement (the "Haddad Employment Agreement") with Mr. Haddad to serve as Private Dror's
chief executive officer. Pursuant to this employment agreement, Mr. Haddad is entitled to a monthly salary (including all social benefit
payments provided under Israeli law) of $22,256. Mr. Haddad is also entitled to an annual bonus based on achievement of objectives and
the Board's approval. In connection with his employment agreement, Mr. Haddad was granted options to purchase five percent (5%)
of our fully diluted Ordinary Shares issued and issuable on the date of the employment agreement, which options shall vest in three tranches,
on the first, second, and third anniversary of the date of the employment agreement. The options are subject to accelerated vesting upon
the achievement by us of certain performance milestones. We cannot terminate Mr. Haddad's employment not for "cause,"
and in circumstances constituting "cause," we may terminate the agreement effective immediately. Mr. Haddad can terminate
the agreement for convenience upon 30 days written notice, and may terminate the agreement immediately for "good reason."
If Mr. Haddad's employment is terminated without cause, or Mr. Haddad resigns for good reason, he is entitled to twelve month's
salary.

 Following the closing of
the Share Exchange, the Board appointed Mr. Haddad to the office of Chief Executive Officer on the terms of the Haddad Employment Agreement.

 On February 18, 2025, effective
as of June 30, 2023 (the "Haddad First Amendment Effective Date"), we and Mr. Haddad entered into the First Amendment to
the Haddad Employment Agreement (the "Haddad First Amendment"), pursuant to which we agreed, beginning on the Haddad
First Amendment Effective Date, that Mr. Haddad's salary shall be increased to a yearly net salary of $200,000. Additionally,
pursuant to the terms of the Haddad First Amendment, Mr. Haddad shall receive a one-time payment upon achievement of the following
milestones (subject to the determination of the Board that such milestones have been achieved) (i) $25,000 upon reaching a
commercially available product and (ii) $50,000 upon the Company having reached and maintained a market capitalization of
$100,000,000 for 30 trading days. Additionally, subject to the approval of the Board of Novint Technologies, Inc.
("Novint") the adoption by Novint of an option plan, and the submission of such plan with the Israeli tax authorities,
Mr. Haddad shall be issued with options to purchase shares of common stock of Novint as follows: (i) 50% of the outstanding share
capital of Novint at a $100,000,000 valuation for 30 days, (ii) 50% of the outstanding share capital of Novint at a $200,000,000
valuation for 30 days, (iii) 50% of the outstanding share capital of Novint at a $350,000,000 valuation for 30 days, and (iv) 50% of
the outstanding share capital of Novint at a $500,000,000 valuation for 30 days.

 On February 18, 2025, effective as
of February 5, 2025, we and Mr. Haddad entered into the Second Amendment to the Haddad Employment Agreement (the "Haddad Second
Amendment"), pursuant to which we agreed that Mr. Haddad's pension and severance pay contributions on his behalf be made
from a lower salary than Mr. Haddad's monthly salary and that (i) from January 2023 through July 2023, the base salary for pension
and severance contributions was NIS 38,000, (ii) from August 2023 through December 2023, the base salary for pension and severance contributions
was NIS 29,675.08, and (iii) from January 2024 through December 2024, the base salary for pension and severance NIS 24,500.

 Moshe Shvets, Chief Technology Officer

 On January 26, 2022, Private
Dror entered into an employment agreement (the "Shvets Employment Agreement") with Mr. Shvets to serve as Private Dror's
Senior Vice President, effective as of December 1, 2021. Mr. Shvets was named Chief Technology Officer as of July 20, 2020. Pursuant
to his employment agreement, Mr. Shvets is entitled to a monthly gross salary of NIS 32,000. Mr. Shvets is also entitled to certain social
and fringe benefits as set forth in the employment agreement. In connection with his employment agreement, Mr. Shvets was granted options
to purchase three percent (3%) of our fully diluted Ordinary Shares issued and issuable on the date of the employment agreement, which
options shall vest in three tranches, on the first, second, and third anniversary of the date of the employment agreement. The options
are subject to accelerated vesting upon the achievement by us of certain performance milestones. Mr. Shvets' employment can be
terminated by either party for convenience upon 30 days written notice.

 Following the closing of
the Share Exchange, the Board appointed Mr. Shvets to the office of Chief Technology Officer on the terms of the Shvets Employment Agreement.

 On February 18, 2025, effective as
of June 30, 2023 (the "Shvets First Amendment Effective Date"), we and Mr. Shvets entered into the First Amendment to the
Shvets Employment Agreement (the "Shvets First Amendment"), pursuant to which we agreed, beginning on the Shvets First Amendment
Effective Date, that Mr. Shvets's salary shall be increased to a yearly net salary of $150,000. Additionally, pursuant to the terms
of the Shvets First Amendment, Mr. Shvets shall receive a one-time payment upon achievement of the following milestones (subject to the
determination of the Board that such milestones have been achieved) (i) $25,000 upon reaching a commercially available product and (ii)
$50,000 upon the Company having reached and maintained a market capitalization of $100,000,000 for 30 trading days.

 On February 18, 2025, effective as
of February 5, 2025, we and Mr. Shvets entered into the Second Amendment to the Shvets Employment Agreement (the "Shvets Second
Amendment"), pursuant to which we agreed that Mr. Shvets's pension and severance pay contributions on his behalf be made
from a lower salary than Mr. Shvets's monthly salary and that (i) from January 2023 through July 2023, the base salary for pension
and severance contributions was NIS 32,000, (ii) from August 2023 through December 2023, the base salary for pension and severance contributions
was NIS 46,250, and (iii) from January 2024 through December 2024, the base salary for pension and severance NIS 24,500.

 Outstanding Equity Awards at Fiscal Year-End

 The following table presents
information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. Information in this table
has been adjusted to give pro forma effect to the Share Exchange.

 Option awards

 Name

 Number of securities underlying unexercised options (#) exercisable

 Number of securities underlying unexercised options (#) unexercisable

 Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

 Option exercise price ($)

 Option expiration date

 (Chief Executive Officer and Director)

 95,965,715
 (1)

 -
 (1)

 —

 $
 0.0037

 August 14, 2033

 (Chief
 Technology Officer and Director)

 57,578,694
 (2)

 -
 (2)

 —

 $
 0.0037

 August 14, 2033

 (1)

 On December 6, 2021, Mr.
 Haddad was granted options to purchase up to 26,097 ordinary shares of Private Dror at an exercise price of $14.15 per ordinary share.
 In connection with the Share Exchange, these options were exchanged for options to purchase up to 95,965,715 shares of Common Stock
 at an exercise price of approximately $0.0038480 per share. These options vest in three tranches, on the first, second, and third
 anniversary of the employment start date. The options are subject to accelerated vesting upon the achievement by us of certain performance
 milestones.

 (2)

 On December 1, 2021, Mr.
 Shvets was granted options to purchase up to 15,658 ordinary shares of Private Dror at an exercise price of $14.15 per ordinary share.
 In connection with the Share Exchange, these options were exchanged for options to purchase up to 57,578,694 shares of Common Stock
 at an exercise price of approximately $0.0038480 per share. These options vest in three tranches, on the first, second, and third
 anniversary of the employment start date. The options are subject to accelerated vesting upon the achievement by us of certain performance
 milestones.

 Equity Incentive Plans

 2021 Share Incentive Plan

 Prior to the Share
Exchange, Private Dror adopted the Dror 2021 Share Incentive Plan (the "2021 Plan"), which provides for the granting of
stock options, restricted stock, restricted stock units, and other stock-based awards to employees, directors, officers,
consultants, and advisors of Private Dror or its affiliates. Under the 2021 Plan, 51,482 ordinary shares of Private Dror were
initially reserved for issuance as awards, and stock options covering up to 44,365 ordinary shares of Private Dror (which were
exchanged for stock options covering approximately 163,142,084 shares of Common Stock in connection with the Share Exchange) are
outstanding as of the date hereof. No other type of equity award is currently outstanding under the 2021 Plan. As further described
below, upon the closing of the Share Exchange, any stock options outstanding under the 2021 Plan were converted into stock options
under the Dror Ortho-Design, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan"). The 2021 Plan is filed as Exhibit
10.9 to the registration statement on Form S-1 of which this prospectus forms a part.

 2023 Long-Term Incentive Plan

 On August 14, 2023, our Board
adopted the 2023 Plan. Under the 2023 Plan, we reserved 235,958,571 shares of our Common Stock for issuance as awards to our key employees,
key contractors, and non-employee directors and those of our subsidiaries, of which 100% may be delivered pursuant to incentive stock
options. A form of the 2023 Plan is filed as Exhibit 10.10 to the registration statement on Form S-1 of which this prospectus forms a
part.

 The 2023 Plan currently consists
of the primary plan document that governs all awards granted under the 2023 Plan for eligible U.S. employees, contractors, and non-employee
directors who are subject to U.S. income taxation and a sub-plan annex designated for the purpose of grants of equity awards to eligible
Israeli employees, officers, and contractors of the Company and its affiliates who are subject to Israeli income taxation.

 Upon the closing of the Share
Exchange, we became the sponsor of the 2021 Plan, and all outstanding stock option awards previously granted under the 2021 Plan will
be converted into awards under the 2023 Plan. Thus, all outstanding options to purchase ordinary shares of Dror (which are converted
into options to purchase shares of Common Stock of the Company pursuant to the Share Exchange Agreement, as amended) were converted to
options to purchase shares of Common Stock of the Company.

 The purpose of the 2023 Plan
is to provide an incentive to attract and retain the services of key employees, key contractors, and non-employee directors of the Company
and its subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of awards. The 2023
Plan will be administered by our Board or a committee of the Board (the "Committee") consisting of two or more members. At
any time there is no Committee to administer the 2023 Plan, any reference to the Committee is a reference to the Board. The Committee
will determine the persons to whom awards are to be made, determine the type, size and terms of awards, interpret the 2023 Plan, establish
and revise rules and regulations relating to the 2023 Plan, and make any other determinations that it believes necessary for the administration
of the 2023 Plan. The Committee may delegate certain duties to one or more officers of the Company as provided in the 2023 Plan. Unless
terminated earlier by our Board, the 2023 Plan will expire on August 14, 2033. No awards may be made under the 2023 Plan after its expiration
date, but awards made prior thereto may extend beyond that date.

 The 2023 Plan provides for
the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units,
performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which
may be paid in cash or shares of the Company's Common Stock. Awards granted pursuant to the 2023 Plan will be evidenced by a written
award agreement. The Committee will determine the terms of each award at the time of grant, including, without limitation, the number
of shares subject to such award, the term of the award, the exercise price to be paid for the award (if applicable), the vesting and
forfeiture conditions, the methods by or forms in which shares will be delivered to participants, the price to be paid for the award
(if any), and any other terms and conditions applicable to such award.

 To date, no awards have been
granted pursuant to the 2023 Plan, other than the awards that were previously granted pursuant to the 2021 Plan and will be converted
into an award under the 2023 Plan, as described above.

 The Board may, at any time
and from time to time, without the consent of the participants, alter, amend, revise, suspend or discontinue the 2023 Plan in whole or
in part; provided, however, that (i) no amendment that requires shareholder approval in order for the 2023 Plan and any awards granted
thereunder to continue to comply with Sections 421 and 422 of the Internal Revenue Code of 1986, as amended (the "Code")
(including any successors to such sections, or other applicable law) or any applicable requirements of any securities exchange or inter-dealer
quotation system on which the Company's Common Stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of the Company's
shareholders entitled to vote on the amendment; and (ii) unless required by law, no action by the Board regarding amendment or discontinuance
of the 2023 Plan may adversely affect any rights of any participant or obligations of the Company to any participant with respect to
any outstanding award under the 2023 Plan without the consent of the affected participant.

 Commitments to Grant Stock Options

 In addition to the stock
option awards to be granted in substitution of stock options currently outstanding under the 2021 Plan, we currently have a commitment
to issue options to purchase up to 0.5% of the outstanding shares of Common Stock to Mr. Haddad, contingent on the Company achieving
certain market capitalization targets. We anticipate issuing these options pursuant to the 2023 Plan at such time as the Company has
a sufficient number of authorized and unissued shares of Common Stock.

 Director Compensation

 The following table presents
the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2024.
Other than as set forth in the table and described more below, and as set forth in the Summary Compensation Table with respect to our
employee directors, we did not pay any compensation to, reimburse any expense of, make any equity awards or non-equity awards to, or
pay any other compensation to any of the other members of our Board in 2024.

 Name

 Fees earned
 or paid
 in cash
 ($)

 Stock
 awards
 ($)

 Option
 awards
 ($) (1)

 Non-equity
 incentive plan
 ($)

 Nonqualified
 deferred
 earnings
 ($)

 All other
 ($)

 Total
 ($)

 —

 —

 170,920

 —

 —

 —

 170,920

 Chaim Ravad (2)

 55,000

 —

 —

 —

 —

 —

 55,000

 Yehuda Englander (3)

 33,942

 —

 —

 —

 —

 —

 33,942

 (1)
 In
accordance with SEC rules, this column reflects the aggregate fair value of option awards granted during the fiscal year ended December
31, 2022, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification
Topic 718 for share-based compensation transactions. The assumptions made in the valuation of the share-based payments are contained
in Note 2 to our financial statements included in this prospectus.

 (2)
 On
February 7, 2024, we entered into a consulting agreement (the "Ravad Consulting Agreement") with Mr. Ravad, pursuant
to which, in consideration for certain services provided as a board member, Mr. Ravad would receive a cash fee of $5,000 each month.
The Ravad Consulting Agreement is terminable by either party upon 30 days written notice to the other party, and it will terminate
automatically once Mr. Ravad has received fees in the aggregate amount of $55,000.

 (3)
 On
June 1, 2022, Private Dror entered into a consulting agreement (the "Englander Consulting Agreement") with Mr. Englander,
pursuant to which, in consideration for certain financial and strategic consulting services, Mr. Englander receives a cash fee of NIS
3,500 + VAT each month and was also granted with options to purchase 2,610 Ordinary Shares of Private Dror, which options were exchanged
for options to purchase 9,597,675 shares of Common Stock in connection with the Share Exchange and shall vest in three tranches on the
first, second, and third anniversary of the date of the consulting agreement. The options are subject to accelerated vesting upon an
exit event.

 Effective as of February 7, 2024,
we entered into the First Amendment to the Englander Consulting Agreement with Mr. Englander, which provided that Mr. Englander's
monthly cash fee in respect of the services provided would be equal to $2,500 + VAT.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

forth information regarding the beneficial ownership of Common Stock as of February 18, 2025:

 each person, or group of
 affiliated persons, known by us to beneficially own more than 5% of outstanding shares of any class of our voting securities;

 each of our directors;

 each of our named executive
 officers; and

 all directors and executive
 officers as a group.

 Unless otherwise indicated
below, beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership
of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants
that are currently exercisable or exercisable within 60 days.

 The beneficial ownership percentages
set forth in the following table are based on 956,997,116 shares of Common Stock and 5,847,937 shares of Preferred Stock, which are entitled
to cast an aggregate of 1,583,936,559 votes, outstanding as of February 18, 2025.

 Name of Beneficial Owner (1)

 Number of Shares of Common Stock Beneficially Owned

 Percent of Class

 Number of Shares of Series A Convertible Preferred Stock Beneficial Owned

 Percent of Class

 Directors and Named Executive Officers

 105,710,389
 (2)

 9.99
 %

 —

 —

 47,800,000
 (3)

 4.99
 %

 213,621
 (3)

 3.65
 %

 47,800,000
 (4)

 4.99
 %

 114,151
 (4)

 1.95
 %

 47,800,000
 (5)

 4.99
 %

 1,672,946
 (5)

 28.61
 %

 6,398,386
 (6)

 *

 —

 —

 All Directors and Executive Officers as a Group (5 persons)

 255,508,775

 24.96
 %

 2,100,188

 35.91
 %

 *
 Represents
beneficial ownership of less than 1%.

 (1)
 Except
as expressly noted in the footnotes below, beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange
Act. The amounts set forth in this table reflect the application of various limitations on the exercise of certain warrants and the conversion
of shares of Preferred Stock, including beneficial ownership limitations.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o Dror Ortho-Design, Inc., Shatner 3, Jerusalem,
Israel.

 (2)

 Represents (1) 4,545,454 shares of Common Stock held by Mr. Haddad, and (2) 101,164,935 shares of Common Stock issuable upon the exercise of options upon that are exercisable within 60 days of February 18, 2025.

 (3)

 Represents (1) 47,800,000 shares of Common Stock held by Mr. Shvets
and (2) 53,211,317 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held by Mr. Shvets that are exercisable
or convertible within 60 days of February 18, 2025.

 (4)

 Represents (1) 47,800,000 shares of Common Stock held by Mr. Hurvitz.
and (2) 53,211,317 shares of Common Stock issuable upon the conversion of shares of Preferred Stock held by Shirat Hachaim Ltd. ("Shirat
Hachaim") that are convertible within 60 days of February 18, 2025. Mr. Hurvitz is the sole owner of Shirat Hachaim and has sole
voting and dispositive power over shares held by Shirat Hachaim.

 (5)

 Represents 47,800,000 shares of Common Stock held by Mr. Ravad.

 (6)

 Represents 6,398,386 shares of Common Stock issuable upon the exercise
of options held by Mr. Englander that are exercisable within 60 days of February 18, 2025.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence.

 In addition to the compensation
arrangements discussed under "Executive Compensation," the following is a description of transactions since January 1, 2023
to which we have been a party, in which the amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average
of the Company's total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive
officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have
a direct or indirect material interest. We also describe below certain other transactions with our directors, executive officers and
stockholders.

 We believe that we have executed
all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties.
It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their
affiliates are approved by our audit committee, once it has been formed and its members appointed, and a majority of the members of our
Board, including a majority of the independent and disinterested members of our Board, and are on terms no less favorable to us than
those that we could obtain from unaffiliated third parties.

 Indemnification Agreements and Directors' and Officers'
Liability Insurance

 We have entered into separate
indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our Amended Charter
and our Bylaws. Each indemnification agreement provides for indemnification and advancement by the Company of certain expenses and costs
relating to claims, suits, or proceedings arising from service to the Company or, at its request, service to other entities to the fullest
extent permitted by applicable law. We also maintain directors' and officers' liability insurance.

 Item 14. Principal Accountant Fees and Services.

 Accounting Fees

 Our independent registered
public accounting firm is Barzily and Co., CPA's (PCAOB Firm ID No.: 2015) ("Barzily") located in Jerusalem, Israel.
From 2017 until October 18, 2023, our independent accountant was Sadler, Gibb & Associates, LLC ("Sadler"). The following
table presents fees for professional audit services rendered (i) by Barzily for the audit of our annual financial statements for the
year ended December 31, 2023 and the review of our quarterly financial statements for the third quarter of 2023, and (ii) by Sadler for
the audit of our annual financial statements for the year ended December 31, 2022 and the review of our quarterly financial statements
for the first and second quarters of 2023, and fees billed for other services rendered by Barzily and Sadler during those periods.

 For the year ended

 2024

 2023

 Audit fees (1)

 $
 66,394

 $
 59,782

 Audit-related fees (2)

 $

 $
 7,939

 Tax-related fees (3)

 $

 $

 All other fees (4)

 $

 $

 Total fees

 $
 66,394

 $
 67,721

 (1)
 Audit
fees for 2024 and 2023 primarily related to the audit of our annual consolidated financial statements for the 2024 and 2023 fiscal year,
and the reviews of the financial statements included in our Quarterly Reports on Form 10-Q or included in a Form 8-K for the 2024 and
2023 fiscal year.

 (2)
 Audit-related
fees billed in 2023 included services performed relating to the Share Exchange.

 (3)
 There
were no tax-related fees billed in 2024 or 2023.

 (4)
 There
were no other fees billed in 2024 or 2023.

 Audit Committee Pre-Approval Policy and Procedures

 Our Board does not presently
have a separately designated standing audit committee. As such, the percentage of services set forth above in the categories audit-related
fees, tax-related fees, and all other fees that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the
approval of a de minimis amount of non-audit services after the fact but before completion of the audit) was 0%. The functions of an
audit committee are undertaken by our Board.

 Item 15. Exhibit and Financial Statement Schedules.

 The following documents are
filed as part of this report:

 (1) Financial Statements

 Page

 Audited Condensed Consolidated Financial Statements

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 2015)

 Consolidated
 Balance Sheets

 Statements
 of Operations

 Consolidated
 Statements of Changes in Stockholders' Equity

 Consolidated
 Statements of Cash Flows

 Notes
 to the Financial Statements

 (2) Financial Statement Schedules:

 None.

 (3) Exhibits:

 See "Index to Exhibits"
for a description of our exhibits.

 Item 16. Form 10–K Summary.

 None.

to Exhibits

 Exhibit
 No.

 Description

 2.1

 Share
 Exchange Agreement, dated July 5, 2023, by and among Dror Ortho-Design, Inc., Dror Ortho-Design Ltd., and certain shareholders of
 Dror Ortho-Design Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission on August 14, 2023)

 2.2

 Amendment
 to the Share Exchange Agreement, dated August 14, 2023, by and among Dror Ortho-Design, Inc., Dror Ortho-Design Ltd., and certain
 shareholders of Dror Ortho-Design Ltd. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed
 with the Securities and Exchange Commission on August 14, 2023)

 3.1

 Amended
 and Restated Certificate of Incorporation of Dror Ortho-Design, Inc. (incorporated by reference to Exhibit 3.1 to the Current
 Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 3.2

 Certificate
 of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 3.3

 Certificate
 of Correction to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of
 Dror Ortho-Design, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission
 on November 14, 2023)

 3.4

 Amended
 and Restated Certificate of Incorporation of Dror Ortho-Design, Inc. (incorporated by reference to Exhibit 3.1 to the Current
 Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2024)

 3.5

 Amended
 and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Current Report on Form 8-K, filed with the Commission
 on March 1, 2007)

 3.6

 Second
 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A, filed with the
 Commission on November 14, 2023)

 4.1

 Form
 of Class A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
 with the Securities and Exchange Commission on August 14, 2023)

 4.2

 Description
 of Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities
and Exchange Commission on April 1, 2024)

 10.1+

 Employment
 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Eliyahu (Lee) Haddad (incorporated by reference to Exhibit 10.1
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.2+

 Employment
 Agreement, dated January 26, 2022, between Dror Ortho-Design Ltd. and Moshe Shvets (incorporated by reference to Exhibit 10.2
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.3+

 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Eliyahu (Lee) Haddad (incorporated by reference to Exhibit 10.3
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.4+

 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Moshe Shvets (incorporated by reference to Exhibit 10.4
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.5+

 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Chaim Hurvitz (incorporated by reference to Exhibit 10.5
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.6+

 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Chaim Ravad (incorporated by reference to Exhibit 10.6
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.7+

 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Yehuda Englander (incorporated by reference to Exhibit 10.7
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.8+

 Consulting
 Agreement, dated December 6, 2021, between Dror Ortho-Design Ltd. and Yaacov Bodner (incorporated by reference to Exhibit 10.8
 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023)

 10.9+

 2021
 Share Incentive Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission on August 14, 2023)

 10.10+

 2023
 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission on August 14, 2023)

 10.11

 Securities
 Purchase Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc. and certain purchasers identified therein (incorporated
 by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14,
 2023)

 10.12

 Registration
 Rights Agreement, dated August 14, 2023, between Dror Ortho-Design, Inc. and certain purchasers identified therein (incorporated
 by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14,
 2023)

 10.13

 Form
 of Lock-Up Agreement (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed with the Securities
 and Exchange Commission on August 14, 2023)

 10.14+

 Services
 Agreement, dated June 1, 2022, between Dror Ortho-Design Ltd. and Yehuda Englander (incorporated by reference to Exhibit 10.4
 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 18, 2023)

 10.15+

 First Amendment to
 Services Agreement, dated February 7, 2023, between Dror Ortho-Design, Inc. and Yehuda Englander (incorporated by reference to
 Exhibit 10.15 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1,
 2024)

 10.16+

 Services
 Agreement, dated February 7, 2023, between Dror Ortho-Design, Inc. and Chaim Ravad (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the Securities
and Exchange Commission on April 1, 2024)

 10.17+*

 Amendment to Personal Employment, dated as of February 18, 2025, effective as of June 30, 2023, by and between Dror Ortho-Design Ltd. and Eliyahu Haddad

 10.18+*

 Amendment to Personal Employment, dated as of February 18, 2025, effective as of February 5, 2025, by and between Dror Ortho-Design Ltd. and Eliyahu Haddad

 10.19+*

 Amendment to Personal Employment, dated as of February 18, 2025, effective as of June 30, 2023, by and between Dror Ortho-Design Ltd. and Moshe Shvets

 10.20+*

 Amendment to Personal Employment, dated as of February 18, 2025, effective as of February 5, 2025, by and between Dror Ortho-Design Ltd. and Moshe Shvets

 21.1

 List
 of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed with the Securities
 and Exchange Commission on February 9, 2024)

 31.1*

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101 INS*

 101 SCH*

 Schema Document

 101 CAL*

 Linkbase Document

 101 DEF*

 Definition Linkbase Document

 101 LAB*

 Linkbase Document

 101 PRE*

 Linkbase Document

 104*

 Cover Page Interactive

 *
 Filed
herewith.

 **
 Furnished
herewith.

 +
 Management
contract or compensatory plan or arrangement.

 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, thereunto
duly authorized.

 DROR-ORTHO DESIGN, INC.

 Date: February 19, 2025

 By:

 /s/ Eliyahu
 (Lee) Haddad

 Name:

 Title:

 Chief Executive Officer

 (Principal Executive Officer and

 Principal Financial and Accounting Officer)

 POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Eliyahu (Lee) Haddad as his true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Eliyahu
 (Lee) Haddad

 Chief Executive Officer
 and Director

 (Principal Executive Officer and

 Principal
 Financial and Accounting Officer)

 /s/

 and Chairman of the Board

 /s/

 Chief
 Technology Officer and Director

 /s/

 /s/

 DROR ORTHO-DESIGN, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Audited Consolidated Financial Statements

 Report of Independent Registered
 Public Accounting Firm (PCAOB ID: 2015)

 Consolidated Balance Sheets

 Consolidated Statements
 of Operations

 Consolidated Statements
 of Changes in Stockholders' Equity (Deficiency)

 Consolidated Statements
 of Cash Flows

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of
Dror Ortho-Design Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Dror Ortho-Design Inc. (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements
of operations, changes in stockholders' equity (deficiency), and cash flows for each of the years in the two-year period ended December
31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
suffered recurring losses from operations and is dependent upon external sources for financing its operations. These matters, among others,
raise substantial doubt about the Company's ability to continue as a going concern. As described in note 1 to the financial statements,
the Company is exploring additional fundraising opportunities. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 We have served as the Company's auditor since 2023.

 /s/ Barzily and Co.

 Jerusalem, Israel

 February
19, 2025

 F- 2

 DROR ORTHO-DESIGN, INC.

 CONSOLIDATED BALANCE SHEETS

 (U.S. dollars)

 2024

 2023

 Assets

 Current Assets:

 Cash

 $
 549,444

 $
 3,347,843

 Receivables and prepaid expenses

 89,139

 114,100

 Total Current Assets

 638,583

 3,461,943

 Non-current Assets:

 Property and equipment at cost, net of accumulated depreciation

 24,142

 2,328

 Total Assets

 662,725

 3,464,271

 Liabilities And Stockholders' Equity (DEFICIENCY)

 Current Liabilities:

 Accounts payable

 $
 215,359

 $
 106,833

 Accrued expenses and other payables

 171,379

 190,271

 Registration Rights Agreement liability

 520,000

 —

 Total Current Liabilities

 906,738

 297,104

 Non-current Liabilities:

 Accrued severance

 123,981

 5,243

 Total Liabilities

 1,030,719

 302,347

 Commitments and Contingencies (Note 10)

 Stockholders' Equity

 Preferred A Stock, $ 0.0001 par value, 12,500,000 shares authorized; 5,847,937 and 10,463,363 shares outstanding at December 31, 2024 and 2023, respectively

 1,047

 Common stock, $ 0.0001 par value; 3,254,475,740 and 500,000,000 shares authorized; 956,997,116 and 495,454,546 shares issued and outstanding at December 31, 2024 and 2023, respectively

 95,699

 49,545

 Additional paid-in capital

 19,042,378

 16,842,037

 Accumulated deficit

 ( 19,506,656
)

 ( 13,730,705
)

 Total Stockholders' Equity (Deficiency)

 ( 367,994
)

 3,161,924

 Total Liabilities and Stockholders' Equity (Deficiency)

 $
 662,725

 $
 3,464,271

 The accompanying notes are an integral part of
these consolidated financial statements

 F- 3

 DROR ORTHO-DESIGN INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (U.S. dollars)

 Year Ended

 2024

 2023

 Operating Expenses

 Research and development

 $
 1,540,097

 $
 1,063,470

 General and administrative expenses

 1,437,832

 1,061,399

 Share-based compensation

 Total Operating Expenses

 5,223,962

 4,378,662

 Loss from operations

 ( 5,223,962
)

 ( 4,378,662
)

 Financial income (expense), net

 ( 31,989
)

 90,147

 Gain on retirement of royalty accrual

 —

 720,632

 Registration Rights Agreement expense

 ( 520,000
)

 —

 Total other income (expense)

 ( 551,989
)

 810,779

 Loss before provision for income taxes

)

)

 Provision for income taxes

 —

 —

 Net loss

 $
)

 $
)

 Net loss per common share

 Basic and Diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted-average common shares outstanding

 Basic and Diluted*

 672,511,484

 296,664,409

 *
 The number of shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1

 The accompanying notes are an integral part of
these consolidated financial statements

 F- 4

 DROR ORTHO-DESIGN INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY)

 (U.S. dollars)

 Series
 A
 Preferred Stock

 Common
 Stock

 Treasury
 Stock

 Additional Paid-In

 Accumulated

 Total Stockholders'

 Equity

 Shares*

 Amount

 Shares*

 Amount

 Shares

 Amount

 Capital

 Deficit

 (Deficiency)

 Balance at January
 1, 2024

 10,463,363

 $
 1,047

 495,454,546

 $
 49,545

 —

 $
 —

 $
 16,842,037

 $
 ( 13,730,705
)

 $
 3,161,924

 Stock-based compensation

 —

 —

 —

 —

 —

 —

 —

 Conversion of Series A Preferred
 Stock into Common Stock

 ( 4,615,426
)

 ( 462
)

 461,542,570

 46,154

 —

 —

 ( 45,692
)

 —

 —

 Net
 loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance
 at December 31, 2024

 5,847,937

 $

 956,997,116

 $
 95,699

 —

 $
 —

 $
 19,042,378

 $
 ( 19,506,656
)

 $
 ( 367,994
)

 Balance at January
 1, 2023

 7,576,999

 $

 437,735,093

 $
 43,774

 —

 $
 —

 $
 10,714,366

 $
 ( 10,162,822
)

 $
 596,076

 Return of founders shares
 to the Company as part of claim settlement

 —

 —

 ( 330,952,906
)

 ( 33,096
)

 330,952,906

 33,096

 —

 —

 —

 Private Placement Investment,
 net of issuance costs ($571,796)

 2,886,364

 186,363,631

 18,636

 —

 —

 4,634,279

 —

 4,653,204

 Settlement of Treasury Stock
 prior to recapitalization

 —

 —

 —

 —

 ( 330,952,906
)

 ( 33,096
)

 33,096

 —

 —

 Reverse re-capitalization

 —

 —

 202,308,728

 20,231

 —

 —

 ( 793,497
)

 —

 ( 773,266
)

 Stock-based compensation

 —

 —

 —

 —

 —

 —

 —

 Net
 loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance
 at December 31, 2023

 10,463,363

 $
 1,047

 495,454,546

 $
 49,545

 —

 $
 —

 $
 16,842,037

 $
 ( 13,730,705
)

 $
 3,161,924

 *
 The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1

 The accompanying notes are an integral part of
these consolidated financial statements

 F- 5

 DROR ORTHO-DESIGN INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (U.S. dollars)

 For the Year Ended

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Stock-based compensation expense

 Gain on retirement of royalty accrual

 —

 ( 720,632
)

 Depreciation

 4,035

 Foreign exchange differences

 26,703

 ( 90,147
)

 Changes in operating assets and liabilities:

 Receivables and prepaid expenses

 24,961

 ( 7,264
)

 Accounts payable

 112,551

 44,111

 Accrued expenses and other payables

 ( 18,892
)

 ( 110,231
)

 Registration Rights Agreement liability

 520,000

 —

 Founders claim accrual

 —

 ( 207,844
)

 Accrued royalties

 —

 6,438

 Accrued severance

 118,738

 4,827

 Net cash used in operating activities

 ( 2,741,822
)

 ( 2,394,162
)

 Cash flows from investing activities:

 Cash acquired in reverse recapitalization

 —

 17,966

 Purchase of property and equipment

 ( 25,849
)

 —

 Net cash provided by (used in) investing activities

 ( 25,849
)

 17,966

 Cash flows from financing activities:

 Proceeds from private placement raise

 —

 5,225,000

 Issuance costs

 —

 ( 571,796
)

 Net cash provided by financing activities

 —

 4,653,204

 Effect of exchange rate changes on cash

 ( 30,728
)

 31,776

 Net increase (decrease) in cash

 ( 2,798,399
)

 2,308,784

 Cash, beginning of year

 3,347,843

 1,039,059

 Cash, end of year

 $
 549,444

 $
 3,347,843

 Supplemental cash flow information:

 Cash paid for interest

 $
 —

 $
 —

 Cash paid for taxes

 $
 —

 $
 —

 Non-cash activities:

 Shares issued at reverse recapitalization

 $
 —

 $
 20,231

 Net liabilities assumed in reverse recapitalization

 $
 —

 $
 791,232

 Return of founders shares to the Company as part of claim settlement

 $
 —

 33,096

 Settlement of Treasury Stock prior to recapitalization

 $
 —

 33,096

 The accompanying notes are an integral part of
these consolidated financial statements

 F- 6

 DROR ORTHO-DESIGN INC.

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 Organization

 Dror Ortho-Design, Inc., a Delaware corporation
(the "Company") was incorporated as Novint Technologies, Inc. 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. On August 14,
2023, following a share exchange agreement, the Company changed its name from "Novint Technologies, Inc." to "Dror
Ortho-Design, Inc.". Following the Share Exchange (as defined below), the Company succeeded the business of Dror Ortho-Design,
Ltd. ("Private Dror") as its sole line of business. The Company is involved in the research and development of an orthodontic
alignment platform and has not yet reached the sales stage for its product.

 The Company's stock is quoted on the OTC
Pink Market under the symbol "DROR."

 Reverse
Recapitalization

 On July 5, 2023, Private Dror entered into a
share exchange agreement with the Company and on August 14, 2023 the share exchange was consummated (the "Share Exchange").
As a result of the Share Exchange, the shareholders of Private Dror exchanged all 235,089 of their outstanding shares of common stock,
for 106,782,187 shares of the Company's common stock, par value $ 0.0001 per share (the "common stock" or the "Common
Stock") and 7,576,999 shares of the Company's Series A Preferred Stock (the "Series A Preferred Stock"). Pursuant
to the terms of the Share Exchange, the Company raised $ 5,225,000 as part of a private placement funding (the "Private Placement"),
and the Private Placement Investors received 186,363,631 shares of common stock (the "Private Placement Shares"), 2,886,364
shares of Series A Preferred Stock and warrants to purchase shares of common stock (the "Private Placement Warrants"). As
a result, Private Dror became a wholly owned subsidiary of the Company and the Private Dror shareholders hold 56.1 % of the Company's
common stock equivalents based on the common and preferred shares received in the Share Exchange.

 The Share Exchange was accounted for as a recapitalization,
with Private Dror deemed to be the accounting acquirer, and the Company the accounting acquiree. Accordingly, Private Dror's historical
financial statements for periods prior to the consummation of the Share Exchange have become those of the registrant. Assets and liabilities
and the historical operations reported for periods prior to the Share Exchange are those of Private Dror other than equity items. All
references to common stock, preferred stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization
as if the transaction had taken place as of the beginning of the earliest period presented.

 Pursuant to the Share Exchange, the Company issued
shares of its common stock and Series A Preferred Stock to Private Dror's stockholders, at an exchange ratio of 3,677.27 shares
of the Company's common stock.

 As of August 14, 2023 the fair value of the net
liabilities of the Company was $ 793,497, which was recorded as Additional Paid-In Capital as part of the Share Exchange.

 Going Concern and Management's Plans

 The
financial statements are presented on a going concern basis. The Company has not yet generated any material revenues, has suffered recurring
losses from operations with an accumulated deficit of $ 19,506,656 as
of December 31, 2024, and is dependent upon external sources for financing its operations. There is no assurance that profitable operations,
if achieved, could be sustained on a continuing basis. Further, the Company's future operations are dependent on the success of
the Company's efforts to raise additional capital, its research and commercialization efforts, regulatory approvals, and ultimately
the market acceptance of the Company's products. There is no assurance that the Company will be successful in raising these funds.
These financial statements do not include adjustments that may result from the outcome of these uncertainties. The Company is exploring
additional fundraising opportunities.

 F- 7

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements for the
years ended December 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP") and applicable rules and regulations of the United States Securities and Exchange Commission ("SEC").

 As the Company completed a reverse recapitalization
on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror. From
August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary.

 Use of Estimates and Assumptions

 The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates or 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 revenue and expenses during
the reporting periods. Actual results could vary from those estimates. Management utilizes various other estimates, including but not
limited to Registration Rights Agreement liability, accrued royalties, accrued expenses, the valuation of stock-based compensation, the
valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected
in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and
the effects of revisions are reflected in the period that they are determined to be necessary.

 Functional Currency

 The Company accounts for foreign currency transactions
pursuant to ASC 830, "Foreign Currency Matters". The functional currency of the Company and its subsidiary is the United
States Dollar ("US$") as the U.S. dollar is the currency of the primary economic environment in which the Company operates.
The accompanying financial statements have been expressed in US$. Transactions denominated in currencies other than the functional currency
are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities
denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange
rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The exchange rate
of the US Dollar to the Israeli Shekel was 3.647 and 3.627 as of December 31, 2024 and 2023, respectively.

 Cash

 The Company's cash is held with financial
institutions in the United States and Israel. Management believes that the financial institutions that hold the Company's cash
are financially sound and, accordingly, minimal credit risk exists with respect to these investments. Account balances held in the Unites
States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. As of December 31, 2024 and 2023, the
Company had $ 0 and $ 145,168, respectively, in excess of the FDIC insurance limit. As of December 31, 2024 and 2023, the Company had $ 544,175
and $ 2,935,078, respectively, in Israeli financial institutions, which is uninsured. The Company has not experienced any losses in such
accounts with these financial institutions.

 Property and Equipment

 Property and equipment are stated at cost less
accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes, which currently
consists of office equipment over their estimated useful lives of seven years when placed in service. The cost of repairs and maintenance
is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated
depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

 F- 8

 Research and Development

 The Company expenses all research and development
costs as they are incurred. Research and development includes expenditures in connection with in-house research and development as well
as proprietary products and technology, and includes salaries and related costs, consulting fees, and professional services.

 Share–based compensation

 The Company applies ASC 718-10, "Share-
Based Payment," which requires the measurement and recognition of compensation expenses for all share-based payment awards made
to employees and directors including employee stock options under the Company's stock plans and equity awards issued to non-employees
based on estimated fair values.

 ASC 718-10 requires companies to estimate the
fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized
as an expense on a straight-line basis over the requisite service periods in the Company's statement of operations.

 The fair value of an option award is estimated
on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the
development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest
rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Since the Company
does not have sufficient historical data regarding its volatility of its common stock, the expected volatility used is based on volatility
of similar publicly listed companies in comparable industries. Risk–free interest rates are calculated based on continuously compounded
risk–free rates for the appropriate term.

 Determining the appropriate fair value model
and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above.
The assumptions used in calculating the fair value of equity–based payment awards represent management's best estimates,
which involve inherent uncertainties and the application of management's judgment.

 Income Taxes

 The Company accounts for income taxes using the
asset-and-liability method in accordance with ASC Topic 740, "Income Taxes". Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit carry forwards. 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 the deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the
enactment date. A valuation allowance is recorded if it is more-likely-than-not that some portion or all of the deferred tax assets will
not be realized in future periods.

 The Company follows the guidance in ASC Topic
740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits
in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether
the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement
of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax
benefit that is greater than 50 % likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes
the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to
be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax
expense. As of both December 31, 2024 and 2023, there were no unrecognized uncertain income tax positions.

 F- 9

 Basic and Diluted Net Loss Per Common Share

 The Company computes net loss per share in accordance
with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic loss per ordinary share is computed by dividing the loss for the period applicable to common shareholders,
by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed
by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common
shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise
of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded
from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented
are identical.

 For the years ended December 31, 2024 and 2023,
the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. Each Series
A Preferred Stock is convertible into 100 shares of Common Stock, and is included in the table as if converted. As of December 31, 2024
and 2023, shares issuable which could potentially dilute future earnings were as follows:

 2024

 2023

 Preferred Shares

 584,793,654

 1,046,336,299

 Warrants

 975,288,919

 964,834,419

 Stock Options

 184,264,323

 163,142,084

 Shares excluded from the calculation of diluted loss per share

 1,744,346,896

 2,174,312,802

 Reclassification

 General and administrative expenses amounting
to $ 59,027 were reclassified to research and development expenses for the year ended December 31, 2023, to conform with current period
presentation. The reclassification had no effect on the net loss for the year ended December 31, 2023.

 Recently Issued Accounting Pronouncements

 In November 2024, the FASB issued ASU 2024-03,
"Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" to require more detailed
information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion)
included in certain expense captions presented on the face of the income statement. ASU 2024-03is effective for fiscal years beginning
after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The
amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this
ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact
of adopting this guidance on its condensed consolidated financial statements and related disclosures. The adoption of this pronouncement
is not expected to have a material impact on the Company's condensed consolidated financial statements

 In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in
this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income
taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement
is not expected to have a material impact on the Company's consolidated financial statements.

 F- 10

 In November 2023, the FASB issued ASU 2023-07
"Segment Reporting: Improvements to Reportable Segment Disclosures". This guidance expands public entities' segment
disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment
items, and interim disclosures of a reportable segment's profit or loss and assets. The guidance is effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
The amendments are required to be applied retrospectively to all prior periods presented in an entity's financial statements. The
adoption of the ASU did not have a material impact on its consolidated financial statements related disclosures (See Note 17).

 In October 2023, the FASB issued ASU 2023-06
"Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative,"
which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification ("Codification").
The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification topics,
allow investors to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously
subject to the requirements, and align the requirements in the Codification with the SEC's regulations. The effective date for
each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes
effective, with early adoption prohibited. The amendments in this ASU should be applied prospectively. The Company does not expect ASU
2023-06 will have a material impact to its consolidated financial statements or related disclosures.

 NOTE 3
– RECEIVABLES AND PREPAID EXPENSES:

 2024

 2023

 VAT receivable

 $
 57,875

 73,784

 Prepaid expenses

 30,000

 34,802

 Other assets

 1,264

 5,514

 $
 89,139

 114,100

 NOTE 4 – PROPERTY AND EQUIPMENT:

 2024

 2023

 Equipment and furniture

 $
 35,416

 9,567

 Less accumulated depreciation

 ( 11,274
)

 ( 7,239
)

 Property and equipment, net

 $
 24,142

 2,328

 Depreciation expense was $ 4,035 and $ 670 for
the years ended December 31, 2024 and 2023, respectively.

 NOTE 5
– ACCRUED EXPENSES:

 2024

 2023

 Salary and related expenses

 $
 90,203

 95,566

 Accrued audit fees

 56,250

 40,000

 Accrued legal fees

 -

 30,000

 Accrued consulting fees

 24,076

 24,705

 Other expenses

 -

 $
 171,379

 190,271

 F- 11

 NOTE 6 – REGISTRATIONS RIGHTS AGREEMENT LIABILITY:

 In connection with the Private Placement, on
August 14, 2023, the Company entered into a registration rights agreement with the Private Placement Investors (together with all attachments
and exhibits thereto, as each may be amended or modified from time to time, the "Registration Rights Agreement"), pursuant
to which the Company agreed to register, among other registrable securities (as further described in the Registration Rights Agreement),
on Form S-1 (or, if the Company is then eligible, on Form S-3) with the Securities and Exchange Commission (the "SEC"): (i)
the Private Placement Shares, (ii) the shares of Common Stock underlying the shares of Series A Preferred Stock (the "Conversion
Shares"), (iii) the shares of Common Stock underlying the Private Placement Warrants issued to the Private Placement Investors
(the "Warrant Shares"), and (iv) the shares of the Company's common stock underlying the securities issued to the investors
who, on or about December 6, 2021, participated in the $ 3,000,000 private placement financing (the "December 2021 Shares"
and, together with the Private Placement Shares, the Conversion Shares, the Warrant Shares, collectively, the "Registrable Securities").

 Under the Registration Rights Agreement, among
other things, if a registration statement registering the resale of the Registrable Securities is not filed by the 45th calendar date
following the date of the Registration Rights Agreement and if such registration statement is not declared effective by the SEC by the
135th calendar day (or, in the event of a "full review" by the SEC, the 165th calendar day) following the date of the Registration
Rights Agreement, then the Company was required to pay as partial liquidated damages in amount equal to the product of 1.0 % multiplied
by the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) paid by such investor pursuant to the Securities
Purchase Agreement every calendar month (pro-rated for periods totaling less than a calendar month) until filed. Such liquidated damages
would bear interest at the rate of 18 % per annum (or such lesser maximum amount that is permitted to be paid by applicable law), accruing
daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

 Pursuant
to Section 6(e) of the Registration Rights Agreement, the provisions of the Registration Rights Agreement may be amended by obtaining
the written consent of the Company and the Private Placement Investors holding 50.1 % or more of the then-outstanding Registrable Securities
(the "Required Holders"). On February 9, 2024, the Company filed a registration statement on Form S-1 registering for resale
the Registrable Securities, which was declared effective by the SEC on June 14, 2024. On August 13, 2024, the Company and the Required
Holders entered into an Amendment to the Registration Rights Agreement ("Registration Rights Agreement Amendment"), pursuant
to which effective retroactively to September 28, 2023, (i) the date in which a registration statement registering the resale of the
Registrable Securities (the "Registration Statement") is required to be filed pursuant to the Registration Rights Agreement
was amended to February 9, 2024, and (ii) the date in which the Registration Statement is required to be declared effective by the SEC
pursuant to the Registration Rights Agreement was amended to June 14, 2024. In consideration for entering into the Registration Rights
Agreement Amendment, the Company agreed to pay the Private Placement Investors the liquidated damages equal to the amount that would
otherwise have accrued pursuant to the Registration Rights Agreement, without giving effect to the Registration Rights Agreement Amendment,
which became due and payable upon signing the Registration Rights Agreement Amendment on August 13, 2024, and which did not become due
or payable prior to such date. The Company recorded $ 520,000 as Registration Rights Agreement Liability in
respect of the Registration Rights Agreement Amendment. This liability does not bear interest and a repayment date has not yet been determined.

 NOTE 7 – FOUNDERS CLAIM ACCRUAL:

 The Company recorded a provision in respect of
a claim made against Private Dror by its founders. The claim related to amounts claimed as a repayment of loan balances and other amounts
including salary and benefit related balances. In January 2023, Private Dror signed an agreement with the founders, settling all-outstanding
claims at $ 240,000 which included amounts representing the repayment of a loan, reimbursement of expenses and an amount for pain and
suffering. In addition, the agreement stipulated the transfer back of all shares held by the founders to the Private Dror for no additional
consideration. The settlement was paid in the first quarter of 2023. In addition, the agreement stipulated the transfer back of all shares
( 330,952,906 ordinary shares with par value of NIS 0.0001), held by the founders to the Company.

 F- 12

 NOTE 8 – ACCRUED ROYALTIES:

 Accrued royalties related 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 agreements. As part of the Share Exchange, the Company assumed
accrued royalties in the amount of $ 714,194, and accrued an additional $ 6,438 subsequent to the Share Exchange. As the statute of limitations
for the collection of the royalties had passed, the Company retired the royalty accrual amounting to $ 720,632 during the fourth quarter
of 2023 and ceased to accrue any further amounts.

 NOTE 9 – ACCRUED SEVERANCE:

 Israeli law generally requires payment of severance
pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Israel pension and severance
pay liability to employees are covered mainly by regular deposits with recognized pension and severance pay funds under the employees'
names and through the purchase of insurance policies. The deposits presented in the balance sheet include profits accumulated to the
balance sheet date. The amounts funded as above are not reflected in the balance sheet since they are not under the control and management
of the Company. Although certain employees have waived their rights to receive severance pay on a portion of their salaries, the Company
has recorded a provision for the full amount that would have been required under Israeli labor law.

 2024

 2023

 Severance liability

 $
 219,520

 27,186

 Funded portion

 ( 95,539
)

 ( 21,943
)

 Severance liability, net of funded portion

 $
 123,981

 5,243

 NOTE 10 – COMMITMENTS AND CONTINGENCIES:

 Israel Innovation Authority

 The Company partially financed their research
and development expenditures under grant programs sponsored by the Israel Innovation Authority ("IIA") (formerly the Office
of Chief Scientist) for the support of research and development activities conducted in Israel. At the time the grants were received
from the IIA, successful development of the related projects was not assured. In exchange for participation in the programs by the IIA,
in accordance with the terms of the grant, the Company is required to pay 3 % of total sales of products developed within the framework
of these programs. The royalties will be paid up to a maximum amount equaling 100 % of the grants provided by the IIA, linked to the dollar,
bearing annual interest at a rate based on LIBOR. Beginning from January 1, 2024 the rate will be adjusted to SOFR (Secured Over Financing
Rate). The obligation to pay these royalties is contingent on actual sales of the products, and in the absence of such sales payment
of royalties is not required. In some cases, the Government of Israel's participation (through the IIA) is subject to export sales
or other conditions. The maximum amount of royalties can increase in the event of production outside of Israel or the sale of any intellectual
property developed under the grant to a non-Israeli entity. The current contingent royalty obligation as of December 31, 2024 and 2023
is approximately $ 1.18 and $ 1.12 million, respectively.

 F- 13

 Legal proceedings

 From time to time in the normal course of business,
the Company may be subject to routine litigation incidental to its business. Although 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 would have a material adverse effect on the results of operations and financial condition of the Company.

 War in Israel

 In October 2023, Israel was attacked by a terrorist
organization and entered a state of war. As of the date of these consolidated financial statements, the war in Israel is ongoing and
continues to evolve. The Company's research and development activities are located in Israel. Currently, such activities in Israel
remain largely unaffected. During the year ended December 31, 2024, the impact of this war on the Company's results of operations
and financial condition was immaterial. Management will continue to monitor the effect of the war on the Company's financial position
and results of operations.

 NOTE 11 – STOCKHOLDERS' EQUITY:

 All references to common stock, share and per
share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the
beginning of the earliest period presented.

 Common Stock

 On January 4, 2024, the Company filed its Amended
and Restated Certificate of Incorporation, which provided for the number of authorized shares of the Company's common stock, par
value $ 0.0001 per share, to be increased from 500,000,000 to 3,254,475,740. All issued shares of common stock are entitled to vote on
a 1 share/1 vote basis. The Company had 956,997,116 and 495,454,546 shares of common stock issued and outstanding as of December 31,
2024 and 2023, respectively.

 Holders of our common stock have no preemptive,
redemption, conversion or subscription rights. No sinking fund provisions are applicable to our common stock. Upon liquidation, dissolution
or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation
preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares
of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our
board of directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares
of capital stock.

 As part of the Private Dror founders claim settlement
agreement (see Note 7), 330,952,906 shares of common stock were returned to the Private Dror in February 2023. These shares were initially
classified as Treasury Stock and were retired as part of the Share Exchange Agreement.

 Pursuant to the terms of the Share Exchange,
the Company raised $ 5,225,000 as part of the Private Placement, $ 5,025,000 from a first closing on August 14, 2023 and an additional
$ 200,000 from a second closing on September 13, 2023. The Private Placement Investors received 186,363,631 shares of common stock and
 2,886,364 shares of Series A Preferred Stock.

 Transaction expenses relating to the private
placement funding and for the Share Exchange totaled $ 571,796, and are offset against the proceeds in Additional Paid-In Capital recorded
as part of the Private Placement and the Share Exchange.

 F- 14

 Preferred Stock

 The Company is authorized to issue up to 12,500,000 shares
of $ 0.0001 par value non-redeemable preferred stock. As of December 31, 2024 and 2023, 5,847,937 and 10,463,363 shares of Series
A Preferred Stock were outstanding, respectively.

 The following is a summary of the principal terms
of the Series A Preferred Stock as set forth in the Certificate of Designation.

 Conversion

 The Series A Preferred Stock has a Stated Value
of $ 1.10 and is convertible into common stock at any time at a conversion price of $ 0.011, or 100 shares of Common Stock for each share
of Preferred A Stock, subject to adjustment for certain anti-dilution provisions set forth in the Series A Certificate of Designation.
Upon conversion the shares of Series A Preferred Stock will resume the status of authorized but unissued shares of preferred stock of
the Company. During the year ended December 31, 2024, holders of the Series A Preferred Stock converted 4,615,426 of Series A Preferred
Stock into 461,542,570 shares of Common Stock.

 Dividends

 The holders of Series A Preferred Stock will
be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock,
when and if actually paid.

 Voting Rights

 The shareholders of Series A Preferred Stock
are entitled to vote with holders of the Company's 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 Preferred Stock shall entitle the shareholder 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 (after giving effect to certain
limitations on conversion, as applicable). As long as any shares of Series A Preferred Stock are outstanding, the Company may not, without
the approval of a majority of the then outstanding shares of Series A Preferred Stock (a) alter or change the powers, preferences
or rights given to the Series A Preferred Stock, (b) alter or amend our amended and restated certificate of incorporation, the Series
A Certificate of Designation, or our amended and restated bylaws in such a manner so as to materially adversely affect any rights given
to the Series A Preferred Stock, (c) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets
upon a Liquidation (as defined below) senior to the Series A Preferred Stock, or (d) enter into any agreement to do any of the foregoing.

 Liquidation

 Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the then holders of the Series A Preferred Stock are
entitled to receive out of the assets available for distribution to stockholders of the Company the same amount that a holder of common
stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder)
to common stock which amounts shall be paid pari passu with all holders of common stock.

 Warrants

 Prior to the Share Exchange, there were 510,794,865
warrants to purchase shares of common stock held by Private Dror shareholders. Pursuant to the warrant terms, 20,960,439 warrants expired
as a result of the Share Exchange. On August 14, 2023, the Company issued warrants to purchase up to 489,834,426 shares of Common
Stock to Private Dror shareholders in exchange for their outstanding warrants, and warrants to purchase up to 456,818,176 shares of Common
Stock to the Private Placement Investors in respect of their investment, in addition to warrants to purchase up to 18,181,817 shares
of Common Stock issued to Private Placement Investors in a subsequent closing on September 13, 2023. The warrants expire five years
from the initial exercise date and are exercisable at an exercise price of $ 0.033 per share. The initial exercise date was dependent
on the authorization of additional shares of common stock which occurred on December 28, 2023. The warrants contain provisions that protect
their holders against dilution by adjustment of the purchase price in certain events such as stock dividends, stock splits and other
similar events.

 F- 15

 On April 17, 2024, the Board of Directors approved
the issuance of 10,454,500 warrants to purchase shares of Common Stock to Oriole Avenue Inc. ("Oriole") (see Note 16) with
the same terms as the warrants issued to the Private Dror Shareholders. The warrants were issued to an investor in respect of services
to be performed pursuant to the Oriole Consulting Agreement concluding July 15, 2024. The fair value of the warrants on the date of issuance
was $ 35,814, which was recognized as general and administrative expense in the Statement of Operations. The aggregate fair value of $ 35,814
was calculated using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of
 77.10 %, (iii) risk free rate of 4.62 % (iv) dividend rate of zero, (v) stock price of $ 0.01, and (vi) exercise price of $ 0.033.

 If at the time of the warrant's exercise
there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common
Stock underlying the warrant, then the holder will have the right to exercise warrant by means of a cashless exercise. In addition, if
(i) the volume-weighted average price of the Company's Common Stock for 20 consecutive trading days is at least 300 % of the exercise
price of the warrants, (ii) the dollar trading volume of the Company's Common Stock for each trading day within such 20-day trading
period equals or exceeds $ 500,000, (iii) a registration statement providing for the resale of the Private Placement Shares is effective
and such registration statement has been effective for six (6) months, (iv) the holder of the warrant is not in possession of any information
provided by the Company that constitutes material nonpublic information and (v) the Company has not breached any of the terms of the
investment documents (regardless of if such breach has been cured), then the warrants may be redeemed at a price of $ 0.001 per warrant
up to one-half, in the aggregate, of the warrants upon not less than 20 days' prior written notice of redemption to each holder,
subject to certain customary restrictions.

 Average

 Average

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Warrants

 Shares

 Price

 Term

 Value

 Balance Outstanding, January 1, 2023

 510,794,865

 $
 0.02

 1.73

 $
 13,263

 Granted

 474,999,993

 0.03

 -

 -

 Forfeited

 ( 20,960,439
)

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Balance Outstanding, December 31, 2023

 964,834,419

 $
 0.03

 5.00

 $
 -

 Granted

 10,454,500

 0.03

 5.00

 -

 Forfeited

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Balance Outstanding, December 31, 2024

 975,288,919

 $
 0.03

 4.00

 $
 -

 Exercisable, December 31, 2024

 975,288,919

 $
 0.03

 4.00

 $
 -

 The aggregate intrinsic value in the table above
represents the total intrinsic value, based on the Company's closing common stock price of $ 0.01, $ 0.01, and $ 0.00 as of December
31, 2024, 2023 and 2022, respectively, which would have been received by the warrant holders had all warrant holders exercised their
warrants as of that date.

 F- 16

 Equity Incentive Plan

 Prior
to the Share Exchange, there were 163,142,084 Private Dror employee stock options that had been granted to two executives and a director.
As part of the Share Exchange, the outstanding employee stock options were exchanged and the Company was required
to issue new employee stock options under the Company's 2023 Long-Term Incentive Plan (the "2023 Plan") with the same
terms as the previously issued options. As the Company did not yet formalize the actual options exchange agreements, had not yet filed
a new Equity Incentive Plan with the Israeli tax authorities and did not have enough available authorized shares underlying the options
to be issued at the time of the Share Exchange, the new employee stock options were not issued. In December 2023 the Company authorized
additional shares to cover the employee stock options and in 2024 prepared all the legal filings for the establishment of the 2023 Plan.

 The Company treated the exchange of the original
options for the new options as a modification in accordance with ASC 718. The Company calculated the fair value of the original options
prior to the Share Exchange and the fair value of the new options at the time of the Share Exchange. The aggregate fair value was calculated
using the Black-Scholes pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 78.87 %, (iii)
risk free rate of 4.36 % (iv) dividend rate of zero, (v) stock price of $ 0.0288, and (vi) exercise price of $ 0.0037.The increase in value
due to the modification was $ 4,261,809 is to be recorded as additional share-based compensation expense. As one third of the options
had fully vested prior to the Share Exchange, the Company recognized one third of the total amount of the increased value, amounting
to $ 1,420,603 at the time of the Share Exchange. The remaining two thirds of the incremental value relating to the unvested options were
recorded over the remaining vesting period.

 On June 17, 2024, the Board of Directors approved
the issuance of 21,122,239 fully-vested options to purchase shares of Common Stock to the chairman of the Board of Directors. The fair
value of the options on the date of issuance was $ 170,920, which was recognized as share-based compensation expense in the Statement
of Operations. The aggregate fair value of $ 170,920 was calculated using the Black-Scholes pricing model with the following assumptions:
(i) expected life of 5 years, (ii) volatility of 76.58 %, (iii) risk free rate of 4.30 % (iv) dividend rate of zero, (v) stock price of
$ 0.01, and (vi) exercise price of $ 0.0037.

 The following table summarized the option activity for the years ended
December 31, 2024 and 2023:

 Average

 Average

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Options

 Shares

 Price

 Term (in years)

 Value

 Balance Outstanding, January 1, 2023

 163,142,084

 $
 0.004

 8.96

 $
 -

 Granted (Share Exchange)

 -

 0.004

 -

 4,070,727

 Forfeited (Share Exchange)

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Expired

 -

 -

 -

 -

 Balance Outstanding, December 31, 2023

 163,142,084

 $
 0.004

 9.62

 $
 1,003,656

 Granted

 21,122,239

 0.004

 10.0

 -

 Forfeited

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Expired

 -

 -

 -

 -

 Balance Outstanding, December 31, 2024

 184,264,323

 $
 0.004

 8.68

 $
 350,102

 Exercisable, December 31, 2024

 181,065,098

 $
 0.004

 8.68

 $
 $ 344,024

 Share-based compensation expense for the years
ended December 31, 2024 and 2023 amounted to $ 2,246,033 and $ 2,253,793, respectively. Share-based compensation relating to general and
administrative expenses amounted to $ 1,673,270 and $ 1,612,173 for the years ended December 31, 2024 and 2023, respectively. Share-based
compensation relating to research and development expenses amounted to $ 572,763 and $ 641,620 for the years ended December 31, 2024 and
2023, respectively. The fair value of stock options that fully vested during the years ended December 31, 2024 and 2023 was $ 1,612,841
and $ 1,420,603, respectively. The weighted average grant date fair value for options granted during the years ended December 31, 2024
and 2023 was $ 0.01 and $ 0.03, respectively, using the Black Scholes valuation method.

 F- 17

 As
 of December 31, 2024, there was $ 39,171 of unrecognized compensation
cost related to non-vested share-based compensation, which will be amortized over a weighted average period of 0.5 years.

 The aggregate
intrinsic value in the table above represents the total intrinsic value, based on the Company's closing stock price of $ 0.01, $ 0.01,
and $ 0.00 as of December 31, 2024, 2023 and 2022, respectively, which would have been received by the option holders had all option holders
exercised their options as of that date.

 NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES:

 The components of research and development expenses are as follows:

 For the Year Ended

 2024

 2023

 Subcontractors and consultants

 $
 1,160,440

 $
 811,535

 Salaries

 377,463

 250,852

 Other

 2,194

 1,083

 Total

 $
 1,540,097

 $
 1,063,470

 NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES:

 The components of general and administrative expenses are as follows:

 For the Year Ended

 2024

 2023

 Salaries and related

 $
 679,593

 $
 484,442

 Legal

 176,180

 206,925

 Depreciation

 4,035

 Insurance

 28,693

 23,119

 Consulting

 232,689

 106,264

 Professional fees

 232,841

 149,126

 Other

 41,801

 Office expense

 83,503

 49,016

 Total

 $
 1,437,832

 $
 1,061,399

 NOTE 14 – FINANCE INCOME (EXPENSE), NET:

 The components of finance income, net are as follows:

 For the Year Ended

 2024

 2023

 Exchange differences

 $
 ( 27,351
)

 $
 94,020

 Bank fees

 ( 4,638
)

 ( 3,873
)

 Total

 $
 ( 31,989
)

 $
 90,147

 F- 18

 NOTE 15
– INCOME TAXES:

 The Company files corporate income tax returns
in the United States (federal), in New York (state), and in Israel (foreign). The Company is subject to federal, state and local income
tax examinations by tax authorities for the tax years 2021 through 2024. The Israeli subsidiary tax reports through 2017 are considered
final assessments in accordance with the provisions of section 145 of the Income Tax Ordinance.

 As of December 31, 2024, the Company had federal
net operating loss carry forwards of $ 33.3 million. Federal net operating losses generated prior to January 1, 2018, amounting to $ 32.1
million, may be offset against future taxable income, subject to limitation under IRC Section 382, which begin to expire in 2025 if not
utilized prior to that date, and fully expire during various years through 2037 for federal purposes. Net operating losses generated after
January 1, 2018, amounting to $ 1.3 million, no longer have an expiration but are limited to 80 % of taxable income. Tax loss carryforwards
in Israel amount to approximately USD $ 13.0 million, (NIS 45.3 million) as of December 31, 2024, and do not expire. There are also Israeli
capital loss carryforwards amounting to $ 0.3 million (NIS $ 1.1 million) that can be offset only against capital gains but do not expire.

 The company does not incur a provision for income taxes because the
Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets due to
the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available
positive and negative evidence.

 The valuation allowance overall increased by approximately
$ 1.4 million and $ 7.9 million in the years ended 2024 and 2023, respectively, and was approximately $ 11.3 million and $ 9.9 million, respectively.
The Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards.

 The reconciliation of income tax expense computed
at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024 and 2023 is as follows:

 Year
ended

 2024

 2023

 Income before income taxes

 $
)

 $
)

 Taxes under statutory US tax rates

 ( 1,212,950
)

 ( 749,255
)

 Foreign Rate Differential

 ( 105,152
)

 ( 85,538
)

 Acquisitions

 -

 ( 7,163,604
)

 Prior period adjustments

 ( 61,760
)

 -

 Expired net operating loss

 3,651

 118,215

 Other permanent items

 ( 53,837
)

 Increase (decrease) in valuation allowance

 1,376,102

 7,934,019

 Income tax expense

 $
 -

 $
 -

 The increase in the Company's net valuation
allowance was mainly due to continued net operating losses from ongoing operations.

 F- 19

 Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for
income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following:

 2024

 2023

 Deferred tax assets:

 Net loss carryforwards

 $
 9,877,997

 $
 9,235,425

 Capital loss carryforwards

 66,837

 66,063

 Stock-based compensation

 1,034,960

 518,372

 Research and development

 317,681

 131,690

 Accruals

 30,177

 -

 Deferred asset before valuation allowance

 11,327,652

 9,951,550

 Valuation allowance

 ( 11,327,652
)

 ( 9,951,550
)

 Net deferred tax asset

 $
 -

 $
 -

 In assessing the realization of deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company
has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

 The Company's policy is to record interest
and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of both December
31, 2024 and 2023 the Company had no unrecognized tax benefits. There were no changes in the Company's unrecognized tax benefits
during the years ended December 31, 2024 and 2023. The Company did not recognize any interest or penalties during the years ended
December 31, 2024 and 2023 related to unrecognized tax benefits.

 During 2021, the Company submitted a request
to the Israeli Income Tax Authority, for the approval of a plan for the issuance of employee stock options via a trustee as defined in
section 102 of the Income Tax Ordinance. The Company chose a capital taxation route that would apply to the Company's employees
and undertook to deduct the full tax applicable to employees before shares are issued to an employee.

 NOTE 16 – RELATED PARTY TRANSACTIONS:

 Director Consulting Services

 On
June 1, 2022, the Company entered into a consulting agreement (the "Englander Consulting Agreement") with Yehuda Englander,
a director of the Company, pursuant to which, in consideration for certain financial and strategic consulting services, Mr. Englander
will receive a cash fee of NIS 3,500 each month and was also granted options to purchase 2,610 Ordinary Shares of Private Dror, which
options were exchanged for options to purchase 9,597,675
shares of Common Stock in connection with the Share Exchange and which vest in three tranches on the first, second, and third anniversary
of the date of the Englander Consulting Agreement (See note 11). The options are subject to accelerated vesting upon an exit event. On
February 7, 2024, the Company amended the Englander Consulting Agreement, which provides that Mr. Englander's monthly cash fee
in respect of the services provided is equal to $ 2,500 and in addition to the monthly fee, Mr. Englander is entitled to expense reimbursement
in an amount not to exceed $ 500. Consulting services paid to the Mr. Englander recorded as general and administrative expenses for the
years ended December 31, 2024 and 2023 was $ 31,153 and $ 11,383, respectively. Accrued expense balances in respect of the Englander Consulting
Agreement at December 31, 2024 and 2023 were $ 3,000 and $ 7,720, respectively.

 On February 7, 2024, the Company entered into
a consulting agreement (the "Ravad Consulting Agreement") with Chaim Ravad, a director of the Company, pursuant to which,
in consideration for certain services provided as a board member, Mr. Ravad will receive a cash fee of $ 5,000 each month. The Ravad Consulting
Agreement was terminable by either party upon 30 days written notice to the other party and terminated automatically once Mr. Ravad received
fees in the aggregate amount of $ 55,000. Consulting services paid to Mr. Ravad recorded as general and administrative expenses was $ 55,000
and $ 0 for the years ended December 31, 2024 and 2023, respectively. Accrued expense balances in respect of the Ravad Consulting Agreement
at December 31, 2024 and 2023 were $ 5,000 and $ 0, respectively.

 F- 20

 Shareholder Consulting Services

 On
August 8, 2023, the Company entered into a consulting agreement (the "Oriole Consulting Agreement") with Oriole Avenue Inc.
("Oriole"), an entity owned by Yaacov Bodner, a stockholder of the Company, pursuant to which, in consideration for certain
shareholder, investors relations and general consultancy services, Oriole is entitled to receive cash payments equal in the aggregate
to $ 145,000, and warrants to purchase up to an aggregate of 10,454,500 shares of the Company's Common Stock, with an exercise price
of $ 0.033 per share and substantially the same terms as the Private Placement Warrants. The cash payment was paid in equal monthly installments
of $ 14,500, commencing on September 15, 2023, and expiring on July 15, 2024. Although the agreement was signed and the services were
provided, the Board of Directors did not approve of the warrant issuance until April 17, 2024, as required. The value of those warrants
on April 17, 2024 amounted to $ 35,814 which was amortized
over the remaining service period (See note 11). Consulting services paid to Oriole recorded as general and administrative expenses for
the years ended December 31, 2024 and 2023 was $ 87,000 and $ 58,000, respectively.

 NOTE 17 – SEGMENT REPORTING:

 ASC 280, "Segment Reporting" establishes
standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure
as well as information about services categories, business segments and major customers in financial statements. The Company has only
 one reportable segment, the Platform Segment, as all their research and development activities are related the development of the Company's
Platform. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated
financial statements.

 The Company adheres to the provisions of ASC
280, Segment Reporting, which establishes standards for the way public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report selected information about operating segments in financial
statements issued to shareholders. As the Company is currently involved in the development of one product, the Platform, the Company
has determined that it operates in a single reportable segment. The Company's Chief Operating Decision Maker (CODM), its Chief
Executive Officer (CEO), reviews the consolidated results of operations when making decisions about allocating resources and assessing
the performance of the Company as a whole and, hence, the Company has only one reportable segment. The Company's assets are located
in Israel.

 NOTE 18 – SUBSEQUENT EVENTS:

 None.

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