DUKE Robotics Corp. 8-K

What Happened

• DUKE Robotics Corp. (NASDAQ: DUKR) announced on its Form 8-K that on December 30, 2025 it entered into Securities Purchase Agreements with seven non‑U.S. investors to sell an aggregate of 2,083,333 common shares at $0.36 per share and warrants to purchase 2,083,333 shares. The offering’s aggregate gross proceeds are approximately $750,000 and the offering is expected to close on January 6, 2026.
• The warrants are exercisable immediately at $0.65 per share, expire November 30, 2026, and may be extended to May 30, 2028 if the company has not completed a qualifying financing of at least $2.5 million before that date. The agreements also include a make‑whole provision that can grant additional shares to the investors if the company completes a qualifying underwritten public offering by November 30, 2026 at specified price conditions. The company issued a press release about the transaction on January 5, 2026.

Key Details

• Shares issued: 2,083,333 common shares at $0.36 per share.
• Warrants: 2,083,333 warrants, $0.65 exercise price, immediately exercisable, expire 11/30/2026 (possible extension to 5/30/2028 if no ≥$2.5M financing).
• Gross proceeds: ~ $750,000; expected close date: January 6, 2026.
• Investors: seven non‑U.S. accredited investors; securities issued in reliance on exemptions (Section 4(a)(2)/Rule 506(b) and Regulation S); securities are unregistered and resale is restricted.

Why It Matters

• This transaction provides DUKE Robotics with near‑term cash (~$750K) to support operations and commercialization efforts. For investors, the issuance increases the company’s outstanding shares and creates potential further dilution if the warrants are exercised.
• The warrant terms and make‑whole provision protect investors in the event of a lower‑priced future public offering and extend potential exercise periods if DUKE does not complete a larger qualifying financing. Because the securities are unregistered and sold to non‑U.S. accredited investors, secondary resale is restricted.