NVNT Novint Technologies Inc (PK)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

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Date of Report (Date of earliest event reported): October 18, 2023

Dror Ortho-Design, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-51783		85-0461778
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Shatner Street 3 Jerusalem, Israel		N/A
(Address of principal executive offices)		(Zip Code)

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

 

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

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 4.01

Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On October 18, 2023, the Board of Directors (the “Board”) of Dror Ortho-Design, Inc. (the “Company”) dismissed Sadler, Gibb & Associates, LLC (“Sadler”) as the Company’s independent registered public accounting firm, effective immediately.

The reports of Sadler on the Company’s financial statements for the two most recent fiscal years, ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Sadler’s report dated March 23, 2022 contained an explanatory paragraph stating there was substantial doubt about the Company’s ability to continue as a going concern.

During the two most recent fiscal years, ended December 31, 2022 and December 31, 2021, and the subsequent interim period through October 18, 2023, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Sadler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sadler, would have caused Sadler to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such years. Also during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except to note, for the years ended December 31, 2022 and December 31, 2021 and for each of the quarters ended March 31, 2023 and June 30, 2023, that management identified a material weakness in the Company’s internal control over financial reporting related to an insufficient degree of segregation of duties among the Company’s accounting and financial reporting personnel.

The Company provided Sadler with a copy of the above disclosures and requested that Sadler furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Sadler’s letter dated October 20, 2023 is attached as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm

On October 24, 2023, the Board engaged Barzily And Co., CPA’s (“Barzily”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period through October 24, 2023, neither the Company nor anyone on its behalf has consulted with Barzily regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Barzily concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

 

(d)       Exhibits. The following exhibits are filed with this Report.

Exhibit No.		Description
16.1		Letter from Sadler, Gibb & Associates, LLC to the Securities and Exchange Commission dated October 20, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Eliyahu (Lee) Haddad
Dated: October 24, 2023	By: /s/ Eliyahu (Lee) Haddad
	Name: Eliyahu (Lee) Haddad
	Title: Chief Executive Officer

 

 

Dror Ortho-Design, Inc. 8-K

Exhibit 16.1

 

 

 

 

 

 

 

 

 

October 20, 2023

 

Securities and Exchange Commission
100 F Street, N.W.

Washington, D.C. 20549-7561

Ladies and Gentlemen,

 

We have read the statements of Dror Orthro-Design, Inc. (FKA:Novint Technologies, Inc.) relating to the event described under Item 4.01 of Form 8-K dated October 18, 2023 and we agree with such statements as they pertain to our firm.

 

Respectfully,

 

 

 

Sadler, Gibb & Associates, LLC
Draper, UT

 

 

 

 

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