UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

☐ 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. 000-55504

DUKE Robotics Corp.

(Exact name of registrant as specified in its charter)

Nevada		47-3052410
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10 HaRimon Street
Mevo Carmel Science and Industrial Park, Israel		2069203
(Address of Principal Executive Offices)		(Zip Code)

+972-054-5707050

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class registered	Trading Symbol(s)	Name of exchange on which registered
Common stock, $0.0001 par value per share	DUKR	The Nasdaq Stock Market LLC
Warrants, each to purchase one share of common stock	DUKRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May19, 2026, the registrant had 3,407,977 shares of common stock, par value $0.0001, of the registrant issued and outstanding.

In this Quarterly Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this Quarterly Report to “Company”, “DUKE,” “we,” “us” and “our” are references to DUKE Robotics Corp. (formerly known as UAS Drone Corp.), a Nevada corporation, together with its consolidated subsidiaries.

DUKE Robotics Corp.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

Cautionary Note Regarding Forward-Looking Statements		ii

PART I-FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	1

	Consolidated Balance Sheets	3

	Consolidated Statements of Comprehensive Loss	4

	Statements of Stockholders’ Equity	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Control and Procedures	22

PART II-OTHER INFORMATION		23

Item 1A.	Risk Factors	23

Item 6.	Exhibits	23

SIGNATURES		24

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects, and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

●

sales of our products and the development of new potential products;

●

the size and growth of our product market;

●

our activity in the civilian market;

●

our manufacturing capabilities;

●

our entering into certain partnerships with third parties;

●

obtaining required regulatory approvals for sales or exports of our products;

●

our marketing plans;

●

our expectations regarding our short- and long-term capital requirements;

●

our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and

●

information with respect to any other plans and strategies for our business.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by the use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, and results of operations, prospects, and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties, and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2025 (filed on March 12, 2026) entitled “Risk Factors” as well as in our other public filings.

In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason.

Item 1. Financial Statements.

DUKE ROBOTICS CORP.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2026

DUKE ROBOTICS CORP.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2026

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Condensed Consolidated Interim Balance sheets as of March 31, 2026, and December 31, 2025	3
Unaudited Condensed Consolidated Interim Statements of Comprehensive loss for three months ended March 31, 2026 and 2025	4
Unaudited Condensed Consolidated Interim Statements of Stockholders’ Equity (deficit) for the period of three months ended March 31, 2026 and 2025	5
Unaudited Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2026 and 2025	6
Notes to unaudited condensed consolidated financial statements	7 - 18

DUKE ROBOTICS CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(USD in thousands, except share and per share data)

	March 31,			December 31,
	2026			2025
A s s e t s
Current Assets
Cash and cash equivalents		475			750
Restricted Cash		35			-
Trade receivables		16			41
Other current assets		287			116
Total Current assets		813			907

Operating lease right-of-use asset and lease deposit		114			127

Property and equipment, net		190			215
Total assets		1,117			1,249

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		206			129
Operating lease liability		73			72
Other liabilities		324			366
Stock purchase warrants liability		708			189
Total current liabilities		1,311			756

Related parties loans		332			330

Operating lease liability		47			63

Total liabilities		1,690			1,149

Stockholders’ Equity (deficit)
Common stock of US$ 0.0001 par value each (“Common Stock”): 350,000,000 shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding 2,260,383 and 2,177,045 shares as of March 31, 2026 and December 31, 2025, respectively.		*			*
Additional paid-in capital		16,693			12,505
Foreign currency translation adjustments		(1	)		(2	)
Accumulated deficit		(17,265	)		(12,403	)
Total stockholders’ Equity (deficit)		(573	)		100
Total liabilities and stockholders’ Equity (deficit)		1,117			1,249

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

DUKE ROBOTICS CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(USD in thousands, except share and per share data)

	Three months ended
	March 31
	2026			2025

Revenues		-			-
Cost of revenues		(33	)		(8	)
Gross loss		(33	)		(8	)

Research and development expenses		(29	)		(22	)
General and administrative expenses		(451	)		(258	)
Operating loss		(513	)		(288	)
Financing income (expenses), net		(408	)		9
Net loss		(921	)		(279	)
Other comprehensive gain (loss) - Foreign currency translation adjustments		1			(*)
Comprehensive loss		(920	)		(279	)

Loss per share (basic and diluted) (**)		(0.41	)		(0.13	)

Basic and diluted weighted average number of shares of common stock outstanding (**)		2,273,753			2,195,045

(*)

represents amount less than $1 thousand.

(**)

Adjusted to reflect one (1) for twenty five (25) reverse stock split on March 6, 2026 (see note 1B)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

DUKE ROBOTICS CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(USD in thousands, except share and per share data)

	Number of Shares		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total stockholders’ equity

BALANCE AT DECEMBER 31, 2025		** 2,177,045		*		12,505		(2	)		(12,403	)		100
Share based compensation for services		-		-		95		-			-			95
Issuance of shares, net		83,338		*		152		-			-			152
Warrants modification		-		-		3,941		-			(3,941	)		-
Foreign currency translation adjustments		-		-		-		1			-			1
Net loss for the period		-		-		-		-			(921	)		(921	)
BALANCE AT MARCH 31, 2026		2,260,383		*		16,693		(1	)		(17,265	)		(573	)

	Number of Shares		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total stockholders’ equity

BALANCE AT DECEMBER 31, 2024		2,177,045		*		12,013		-			(11,162	)		851
Share based compensation for services		-		-		10		-			-			10
Foreign currency translation adjustments		-		-		-		(*	)		-			*()**
Net loss for the period		-		-							(279	)		(279	)
BALANCE AT MARCH 31, 2025		2,177,045		*		12,023		(*	)		(11,441	)		582

(*)

represents amount less than $1 thousand.

(**)

See note 4.

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

DUKE ROBOTICS CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands, except share and per share data)

	Three months ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(921	)		(279	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		25			13
Share based compensation		95			10
Interest on loans from related parties		2			2
Changes in fair value of warrant liability		409			-
Reduction in the carrying amount of right-of-use assets		14			11
Change in operating lease liabilities		(15	)		(11	)
Decrease in trade receivable		25			37
Decrease (increase) in other current assets		(170	)		1
Increase in accounts payable		77			19
Decrease in other liabilities		(58	)		(21	)
Net cash used in operating activities		(517	)		(218	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(25	)
Net cash used in investing activities		-			(25	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Share issuance		275			-
Net cash provided by financing activities		275			-

Effect of exchange rate changes on cash and cash equivalents		2			(*)

DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(240	)		(243	)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		750			1,287

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		510			1,044

(*) represents amount less than $1 thousand.

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL

Duke Robotics Corp. (“the Company”) was incorporated under the laws of the State of Nevada on February 4, 2015.

On March 9, 2020, the Company closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. (“Duke Inc.”) a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc. has a wholly-owned subsidiary, Duke Airborne Systems Ltd. (“Duke Israel,” and collectively with Duke Inc., “Duke”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation.

On April 29, 2020, the Company, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which UAS Sub merged with and into Duke Inc., with Duke Inc. surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned subsidiary of the Company.

Following the above transactions, Duke Israel became a wholly-owned subsidiary of Duke Inc., which is a wholly-owned subsidiary of the Company.

On February 18, 2025, the Company established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary, formed under the laws of Greece, to support the ongoing global commercialization efforts of the Company’s Insulator Cleaning (“IC”) Drone system.

The Company (collectively with Duke, the “Group”) is a robotics company dedicated to developing an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons as well as other civilian applications, with an emphasis in the field of routine infrastructure maintenance. The Company offers high-voltage insulator washing abilities using its innovative Insulator Cleaning (“IC”) Drone system. This technology provides an efficient and safe method for cleaning high-voltage insulators, improving their performance, enhancing safety, and reducing maintenance costs.

On October 28, 2024, the Company filed a certificate of amendment to its Articles of Incorporation with the Nevada Secretary of State to change the Company’s corporate name from UAS Drone Corp. to DUKE Robotics Corp. effective as of November 4, 2024.

The Company’s common stock, par value $0.0001 per share (the “Common Stock”) was previously quoted on the OTC Markets Group, Inc.’s OTCQB® tier Venture Market, under the symbol “DUKR” (“USDR” prior to November 4, 2024).

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL (continued)

On May 14, 2026, the Company entered into the underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the several underwriters (the “Underwriters”) relating to the a public offering (the “Offering”) of 1,125,000 units, with each unit consisting of one share of Common Stock and warrants to purchase one share of Common Stock at an exercise price of $8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise provisions. The combined price public offering price per unit was $8.20. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares of Common Stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of Common Stock.

On May 18, 2026, the Company closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and Warrants, resulting in aggregate gross proceeds of approximately $9,225 thousands, before deducting underwriting discounts and commissions and estimated offering expenses. Concurrently with the closing of the Offering, the Company also issued warrants to purchase an aggregate of up to 90,000 shares of Common Stock to the representative of the Underwriters, with an exercise price of $10.25 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable beginning on November 14, 2026, and expire on November 14, 2031, pursuant to the terms and conditions of the Representative’s Warrants.

On May 14, 2026, the Company’s Common Stock and Warrants were approved for listing on the Nasdaq Capital Market, and on May 15, 2026, the Common Stock and Warrants began trading on the Nasdaq Capital Market under the symbols “DUKR” and “DUKRW,” respectively.

Reverse stock split

On August 12, 2025, the majority of the Company’s stockholders approved the Reverse Stock Split and on February 15, 2026, the Company’s Board of Directors approved a 25-for-1 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Common Stock.

On March 4, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation in Nevada to effect the Reverse Stock Split. The Amendment became effective on March 6, 2026.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL (continued)

As a result of the Reverse Stock Split, every 25 shares of the Company’s outstanding shares of Common Stock prior to the effect of the Amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.

All shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis.

Liquidity

Since inception, the Company has incurred losses and negative cash flows from operations. The Company has financed its operations mainly through fundraising from various investors.

As described in Note 1B above, on May 18, 2026, the Company closed the Offering resulting in aggregate gross proceeds of approximately $9,225 and commencing May 15, 2026, the Company's Common Stock and Warrants began trading on the Nasdaq Capital Market. In light of the proceeds received from this fundraising, and based on the projected cash flows and cash balances as of the date of approval of these consolidated financial statements, management is of the opinion that the Company’s existing cash will be sufficient to meet its obligations for a period of more than 12 months from the date of approval of these consolidated financial statements.

In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL (continued)

In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, on February 28, 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, conducted a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

Given that the majority of the Company’s operations are conducted in Israel, and that all members of the Company’s board of directors and management, as well as most employees, consultants, and service providers, are located in Israel, the Company is directly affected by the economic, political, geopolitical, and military conditions impacting the region. As of March 31, 2026, while ceasefire arrangements with Hamas, Lebanon and Iran were generally in effect and large-scale military operations had subsided, the overall security environment in Israel and the surrounding region remained unstable and unpredictable. The recent hostilities resulted in temporary disruptions to the Company’s operations, resulting in a decrease in revenues during certain periods in 2025, and may continue to have an adverse impact on certain business activities. Any further escalation or expansion of the conflict could negatively affect both regional and global conditions, and may adversely impact the Company’s business, financial condition, and results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the financial condition, results of operations, changes in shareholders equity and cash flows for three-months ended March 31, 2026. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2026. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates

These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2025 included in the Company’s Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

The accompanying unaudited condensed consolidated interim financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated interim financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.

Fair Value Measurements

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure” (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of comprehensive loss.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
	US$

Stock purchase warrants liability		-		-		708		708
Total		-		-		708		708

	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$

Stock purchase warrants liability		-		-		189		189
Total		-		-		189		189

NOTE 3 – LEASES

On April 4, 2022, the Company signed a lease agreement for an office space in Mevo Carmel Science and Industry Park, Israel for a term of 3 years, with an option to extend the term of the lease agreement for an additional 2 years. The monthly lease payments under the lease agreement for the first two years are NIS 16.5 (approximately $4.6) and for the third year NIS 17.2 (approximately $4.8). The monthly lease payments for the option period will be agreed between the parties, with a minimum increase of 5% above the third year monthly payment. Lease payments are linked to the Israeli Consumer Price Index. The property became available for Company’s use in February 2023. Based on the lease agreement terms, the Company made a deposit of $15 as a guarantee for its lease commitments. The Company utilized the two year extension option under the above lease agreement.

The components of operating lease expense for the period ended March 31, 2026 and 2025 were as follows:

	Three months ended March 31,
	2026		2025

Operating lease expense		18		16

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 3 – LEASES (continued)

Supplemental cash flow information related to operating leases was as follows:

	Three months ended March 31,
	2026		2025

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		19		16

Supplemental balance sheet information related to operating leases was as follows:

	March 31,			December 31,
	2026			2025

Operating leases:
Operating leases right-of-use asset and lease deposit		114			127

Current operating lease liabilities		73			72
Non-current operating lease liabilities		47			63
Total operating lease liabilities		120			135

Weighted average remaining lease term (years)		1.84			2.08

Weighted average discount rate		8.75	%		8.75	%

Future minimum lease payments under non-cancellable leases as of March 31, 2026 were as follows:


2026	57
2027	71
2028	1
Total operating lease payments	129
Less: imputed interest	(9	)
Present value of lease liabilities	120

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 4 – SHAREHOLDERS’ EQUITY

Transactions:

Following the reverse stock split effected on March 6, 2026 as detailed in note 1B above, the Company adjusted its number of outstanding shares of common stock as of December 31, 2025, to reflect the effect of additional 8,232 shares of common stock of the Company, issued to existing stockholders.

On May 11, 2021, the Company entered into securities purchase agreements with eight (8) non-U.S. investors, pursuant to which the Company, in a private placement offering, agreed to issue and sell to the investors an aggregate of: (i) 500,000 shares of the Company’s common stock, at a price of $10 per share; and (ii) warrants (the “Warrants”) to purchase 500,000 Company’s common stock.

On May 11, 2021, the Company entered into a service agreement with a non-U.S. third party for financial and project oversight services in connection with an offering. Under the agreement, the Company agreed to pay the service provider 6% of the investment amounts received, and options to receive units, each consisting of one share and one warrant exercisable at $10 per share, equal to 6% of the investment amount received divided by $10. In the event that the offering investors exercise their Warrants, the service provider is entitled to additional payments and options based on 6% of the investment and warrant exercise amounts received.

On March 10, 2026, the Company entered into a warrant amendment agreement with the existing Warrant (the “2021 Warrants Amendment”). According to the 2021 Warrants Amendment, the Company and Holders agreed to extend the warrant exercise term of the Warrants from May 11, 2026 to May 1, 2031.

The Company accounted for the 2021 Warrant Amendments as deemed dividends. The fair value of the Warrant modifications was estimated using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity as a credit to additional paid in capital and a debit to the accumulated deficit.

The following are the data and assumptions used:

	March 10, 2026
Dividend yield		0
Expected volatility (%)		161.54	%
Risk-free interest rate (%)		3.73	%
Contractual term of options (years)		5.15-5.23
Exercise price (US dollars)		16.25
Share price (US dollars)		7
Fair value (USD in thousands)		3,941

On December 30, 2025, the Company entered into securities purchase agreements with seven non-U.S. investors, pursuant to which the Company issued and sold in a private placement offering an aggregate of 83,338 shares of common stock and warrants to purchase 83,338 shares of common stock. The warrants were exercisable immediately at an exercise price of $16.25 per share and were originally scheduled to expire on November 30, 2026, subject to extension to May 30, 2028 if a public offering or other qualifying financing of at least $2,500 had not occurred prior to such date. The securities purchase agreements also include a make-whole provision pursuant to which the investors may receive additional shares of common stock upon the occurrence of certain qualifying public offering events. The aggregate gross proceeds from the offering were approximately $750 of which $475 received in December 2025 and $275 received in January 2026.

On March 10, 2026, the Company entered into the Warrant Amendment Agreement with the investors of the December 30, 2025 securities purchase agreement, pursuant to which the term of the warrants was extended such that they expire on May 1, 2031.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 4 – SHAREHOLDERS’ EQUITY (continued)

The Company analyzed the warrants, including the make-whole provision, in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and concluded that the warrants do not meet the criteria for equity classification. The Company also concluded that the make-whole provision is not legally detachable and cannot be separately exercised and, therefore, is not a freestanding instrument. Accordingly, the warrants, inclusive of the make-whole provision, are accounted for as a single liability-classified instrument, initially recorded at fair value and remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations until settlement or expiration.

Warrant liability

The fair value of warrants liability and the make-whole provision was calculated using a third-party specialist.

The calculations were based on the probability of the expected offering date, using the Black-Scholes option-pricing model and the make-whole provision was calculated using the Monte Carlo Simulation Model. The warrants liability was estimated at $708 and $189 as of March 31, 2026 and December 31, 2025, respectively and recorded as current liability on the balance sheet.

The assumptions used to perform the calculations are detailed below:

	March 31, 2026			December 30, 2025
Expected volatility (%)		84.31% - 146.92	%		127.44% - 179.34	%
Risk-free interest rate (%)		3.7% - 3.92	%		3.47% - 3.48	%
Expected dividend yield		0.0	%		0.0	%
Expected term (years)		0.173-5.086			0.316-2.417
Conversion price (U.S. dollars)		16.25			16.25
Underlying share price (U.S. dollars)		8.48			6.25
Fair value (U.S. dollars in thousands)		708			189

Fair Value Proportional Allocation

Based on the above, the fair value proportion allocation as of March 31, 2026 and December 31, 2025, respectively, was as follows:

	March 31, 2026		December 31, 2025
Equity component		451		286
2025 Warrants		299		189
Total		750		475

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 5 - SHARE BASED COMPENSATION

The following table presents the Company’s stock option activity the three months ended March 31, 2026:

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2025		179,876		20.33
Granted		138,000		7.88
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31, 2026		317,876		11.00
Number of options exercisable at March 31, 2026		124,678		16.99

The aggregate intrinsic value of the awards outstanding as of March 31, 2026 is $502. These amounts represent the total intrinsic value, based on the Company’s stock price of $8.48 as of March 31, 2026, less the weighted exercise price.

The stock options outstanding as of March 31, 2026, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options exercisable
	As of March 31, 2026
0.0025		18,000		0.28		18,000
5.25		82,800		4.96		27,602
9.50		50,275		1.28		50,275
25.00		3,975		1.25		3,975
56.25		24,826		1.25		24,826
7.88		138,000		5.95		-
		317,876		4.22		124,678

Compensation expense recorded by the Company in respect of its share-based compensation awards for the three months ended March 31, 2026 and 2025 were $95 and $10, respectively. These expenses are included in General and Administrative expenses in the Statements of Operations.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 6 – RELATED PARTIES

Transactions and balances with related parties

	Three months ended March 31,
	2026		2025

General and administrative expenses:
Directors and Officers compensation (*)		207		120

(*) Share base compensation		47		5

Financing:
Financing expense		2		2

Balances with related parties:

	As of March 31,		As of December 31,
	2026		2025

Other accounts liabilities		60		117
Loans		332		330

C. On March 10, 2026, the board of directors of the Company approved the issuance of options to purchase 138,000 shares of common stock to employees, directors and consultants pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and in addition an increase in the number of shares of common stock available under the 2021 Plan from 360,000 to 480,000.

In addition, out of the options mentioned above, the board of directors approved the issuance of:

Name	Position	Number of options
Mr. Yossef Balucka	Company’s CEO		16,000
Mr. Shlomo Zakai	Company’s CFO		10,000
Mr. Vadim Maor	Company’s CTO		4,000
Mr. Erez Nachtomy	Active chairman of the board of the Company		16,000
Ms. Keren Gousman Golan	Director of the Company		4,000
Mr. Eran Antebi	Director of the Company		4,000
			54,000

All such options are exercisable at an exercise price of $7.88 per share, vest in three equal annual installments of 33% at the end of each year, expire six years from the date of grant, and are subject to the other terms and conditions set forth in the 2021 Plan.

DUKE ROBOTICS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 7 – SEGMENT INFORMATION

The Company has one operating and reportable segment, drone insulators washing activity.

The chief operating decision maker evaluates segment performance primarily based on segment operating loss.

The Company refined the name of the segment previously referred to as “Revenue from drones insulators washing” to “Revenues from civil applications segment” to better reflect its nature. The change had no impact on the composition or nature of the segment’s activities.

The following table presents information about the Company’s reportable segment for the three months ended March 31, 2026 and 2025:

Revenue related to the Company’s reportable segments is as follows:

	Three months ended
	March 31
	2026			2025

Revenue from civil applications segment		-			-
Cost of revenues from civil applications segment		(33	)		(8	)
Gross loss		(33	)		(8	)

Research and development expenses		(29	)		(22	)
Depreciation		(2	)		(13	)
Professional services		(298	)		(175	)
Share base compensation		(95	)		(10	)
Other general and administrative expenses		(56	)		(60	)
Operating loss		(513	)		(288	)

Interest expenses		(443	)		(30	)
Interest income		35			39
Net loss		(921	)		(279	)

For the three months ended March 31, 2026 and 2025, the Company’s operations were mostly confined to Israel. As of March 31, 2026 and 2025, all of the fixed assets of the Company were located in Israel and Greece.

NOTE 8 – SUBSEQUENT EVENTS

See Note 1B above regarding the public offering closed on May 18, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section of our Annual Report for the fiscal year ended December 31, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We are a robotics company developing advanced robotic and drone-based systems. Our technologies include an advanced robotic stabilization system that enables remote, real-time, pinpoint-accurate firing of small arms and light weapons, as well as civilian drone-based solutions focused on infrastructure maintenance, which is a drone technology for conducting routine maintenance of critical infrastructure for electric utility insulator cleaning.

Although our stabilization technology was initially designed for use on unmanned aerial systems (“UAS”), our robotic solutions are adaptable to other military platforms and civilian applications.

On January 29, 2021, we, through Duke Airborne Systems Ltd. (“Duke Israel”), and Elbit Systems Land Ltd., an Israeli corporation (“Elbit”), entered into a collaboration agreement (the “Collaboration Agreement”) for the global marketing and sales, and the production and further development by Elbit of our developed advanced robotic system mounted on a UAS armed with lightweight firearms, which we then marketed under the commercial name “TIKAD.” On April 2, 2025, we and Elbit executed a supplement letter (the “Supplement Letter”) to the Collaboration Agreement relating to the stabilized weapons drone system technology that Elbit has been marketing and deploying under the brand name “Bird of Prey”. Pursuant to the Supplement Letter, we and Elbit have agreed to expand our collaboration to allow us to market the system to military, defense, home-land security and para-military customers, in coordination with Elbit. We will be entitled to a commission fee, in the mid-single figure percentage range, from any proceeds resulting from our marketing activities, in addition to the royalties we will receive as part of the Collaboration Agreement.

On August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone technology for conducting routine maintenance of critical infrastructure, and has signed an agreement with Israel Electric Corporation Ltd. (the “IEC”) to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we completed our obligations under the agreement with the IEC. This was followed in August 2024, by a new agreement with the IEC to utilize our innovative IC Drone system for cleaning electric utility cable insulators. On May 12, 2025, we announced the successful commencement of our 2025 insulator cleaning activity in Israel with the IEC under our previously announced service agreement. On June 10, 2025, we announced the launch of our next-generation IC Drone System - the ICDS2 - representing a significant technological advancement in our innovative utility maintenance drone solution. The ICDS2 features several key technological advancements over its predecessor, featuring extended flight time, higher payload capacity, enhanced stability, advanced radar and improved cleaning durability. It has been successfully deployed at the start of the insulator cleaning season in May 2025, marking a full-season operational timeline compared to 2024’s mid-season commencement.

In February 2026, we announced the introduction of AEROTRACE™, an aerial monitoring and intelligence solution integrating a combination of capabilities and developments in the fields of hardware, sensors, software and artificial intelligence (“AI”), including through collaboration with other parties, designed to support infrastructure operators in assessing asset conditions and enhancing situational awareness. AEROTRACE™ integrates aerial data capture with software-driven analytics, including AI-assisted image analysis, to help identify areas of interest and potential anomalies across large-scale and distributed infrastructure assets. AEROTRACE™ is designed to be deployed as a standalone monitoring solution and may also complement our existing robotic IC Drone services by informing maintenance planning and prioritization. The introduction of AEROTRACE™ reflects our ongoing efforts to expand its technology portfolio beyond robotic hardware to include data- and intelligence-driven solutions.

On May 14, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the several underwriters identified therein (the “Underwriters”), relating to the public offering (the “Offering”) of 1,125,000 units, with each unit consisting of one share of our common stock, par value $0.0001 (the “Shares”), and warrants to purchase one share of our common stock (the “Warrants”) at an exercise price of $8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise provisions. The combined price public offering price per Unit was $8.20. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares of common stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of common stock.

On May 14, 2026, the Company entered into a warrant agency agreement with Equiniti Trust Company LLC (“Equiniti”), appointing Equiniti as Warrant Agent for the Warrants.

On May 14, 2026, our common stock and Warrants were approved for listing on the Nasdaq Capital Market, and on May 15, 2026, our common stock and Warrants began trading on the Nasdaq Capital Market under the symbols “DUKR” and “DUKRW,” respectively.

Critical Accounting Policies

In connection with the preparation of our financial statements, we were required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Regularly, management reviews the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and by accounting principles generally accepted in the United States of America. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Please see Note 2 of Part I, Item 1, of this Quarterly Report on Form 10-Q for the summary of significant accounting policies. In addition, reference is made to Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2025 (filed on March 12, 2026) concerning our Critical Accounting Policies and Estimates.

Results of Operations

Comparison of the three months ended March 31, 2026 and 2025

Revenues. During the three months ended March 31, 2026 and 2025 we had no revenues, given that our IC Drone services to the IEC are seasonal in their nature (spring to fall seasons).

Cost of revenues. Our cost of revenues expenses for the three months ended March 31, 2026, amounted to $33,000, compared to $8,000 for the three months ended March 31, 2025. The cost of revenues mainly consists of depreciation expenses and other operational costs associated with our agreements with the IEC as detailed above. The increase in cost of revenues was primarily attributed to the growth in our IC Drone service activities.

Research and Development. Our research and development expenses for the three months ended March 31, 2026, amounted to $29,000, compared to $22,000 for the three months ended March 31, 2025. The increase in research and development expenses was mainly due to continued improvements to the insulator washing system.

General and Administrative. Our general and administrative expenses for the three months ended March 31, 2026, which consisted primarily of professional services, such as accounting, auditing, stock-based compensation expenses, insurance costs, consulting and legal services, amounted to $451,000, compared to $258,000 for the three months ended March 31, 2025. The increase in general and administrative expenses for the three months ended March 31, 2026 was mainly due to an increase in professional services attributable to strategic consulting and advisory board compensation expenses, as well as in stock-based compensation expenses, attributable to equity awards granted in March 2026.

Financial Income (expenses), net. For the three months ended March 31, 2026, we had financial expenses of $408,000 compared to financial income of $9,000 for the three months ended March 31, 2025. The reason for the increase in financial expenses, was mainly attributable to the modification of the terms of certain warrant agreements, which resulted in a change in the warrant liability.

Net Loss. We incurred a net loss of $921,000 for the three months ended March 31, 2026, compared to a net loss of $279,000 for the three months ended March 31, 2025, for the reasons set forth above.

Liquidity and Capital Resources

We had $475,000 in cash on March 31, 2026, versus $1,014,000 in cash on March 31, 2025. The reason for the decrease in our cash balance was due to the operating expenses described above. Cash used in operations for the three months ended March 31, 2026, was $517,000 as compared to cash used in operations of $218,000 for the three months ended March 31, 2025. The reason for the increase in cash used in operations is mainly related to the increase in our operating expenses described above.

Net cash used in investing activities was $0 for the three months ended March 31, 2026, compared to net cash used in investing activities of $25,000 for the three months ended March 31, 2025.

Net cash provided by financing activities was $275,000 for the three months ended March 31, 2026, compared to net cash used in investing activities of $0 for the three months ended March 31, 2025. The reason for the increase is related to proceeds from share issuance.

Since our inception we and Duke have funded our operations through equity and debt financing, bank loans, loans provided by shareholders and demonstration projects of its technology to potential customers.

Since Duke’s inception and until 2017, certain Duke affiliates provided loans to Duke from time to time, as needed. Before entering into the Share Exchange, Duke entered into debt cancellation letters (the “Debt Cancellation Letters”) with regard to the Stockholders Loans. Pursuant to the Debt Cancellation Letters the accumulated interest on the Stockholders’ Loans was waived and 842,135 shares of Duke’s common stock were issued in exchange for the cancellation of $623,180 in debt, leaving $280,000 of outstanding Stockholders Loans (the “Outstanding Stockholders’ Loans”). The Outstanding Stockholders’ Loans, including the accumulated interest amount, shall be repaid on the later of the following: (i) three years after the Effective Date (March 9, 2020); or (ii) Duke raised capital amounting to at least $15 million following the Effective Date and the Earnings before interest, tax, depreciation and amortization of Duke has reached an amount of $3 million.

As of March 31, 2026 and March 31, 2025, the outstanding balances of such stockholders’ loans were $332,000 and $324,000, respectively.

On May 11, 2021, we entered into securities purchase agreements with eight (8) non-U.S. investors, pursuant to which we, in a private placement offering, agreed to issue and sell to investors an aggregate of: (i) 500,000 shares of our Common Stock at a price of $10.00 per share; and (ii) warrants to purchase 500,000 of our Common Stock. The warrants were exercisable immediately and for a term of 18 months and have an exercise price of $10 per share. The aggregate gross proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April 5, 2022, we entered into an agreement with the Investors pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023, we and the Investors executed a second extension agreement, such that the term of the warrants was extended to expire on November 11, 2024. On June 20, 2024, we entered into a Warrant Amendment Agreement with the Investors to amend the terms of the warrants issued in connection with the May 11, 2021 securities purchase agreements. Under the Warrant Amendment Agreement, we and the Investors agreed to: (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price, increasing it from $10.00 per share to $16.25 per share; and (iii) include a beneficial ownership blocker that limits the exercise of such warrants if the exercise would result in the holder beneficially owning more than 19.99% of the Company’s common stock immediately following the exercise. On March 10, 2026, we entered into an additional Warrant Amendment Agreement with the Investors pursuant to which we extended the term of the warrants, to expire on May 1, 2031.

On December 30, 2025, we entered into securities purchase agreements with seven (7) non-U.S. investors, pursuant to which we, in a private placement offering, agreed to issue and sell to the investors an aggregate of: (i) 83,338 shares of our common stock at a price of $9.00 per share); and (ii) warrants to purchase 83,338 shares of common stock. The warrants have an exercise price of $16.25 per share, are exercisable immediately and expire on November 30, 2026, subject to extension to May 30, 2028 if a public offering or other qualifying financing of at least $2,500,000 has not occurred prior to such date. In addition, the securities purchase agreement contains a make whole provision that provides for the investors to receive additional shares of Common Stock in the event that we consummates a firm-commitment underwritten public offering on a major stock exchange by November 30, 2026 at a price per share (after giving effect to a 20% discount) that is less than the Purchase Price. The aggregate gross proceeds from the offering were approximately $750,000 and the offering closed on January 6, 2026. Proceeds from the offering were used for general corporate purposes and working capital, including supporting our operational and commercialization initiatives. On March 10, 2026, we entered into an additional Warrant Amendment Agreement with the Investors pursuant to which we extended the term of the warrants, to expire on May 1, 2031.

On May 14, 2026, we entered into the Underwriting Agreement with the Underwriters relating to the the Offering of 1,125,000 units, with each unit consisting of one share of our common stock and warrants to purchase one share of our common stock at an exercise price of $8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise provisions. The combined price public offering price per unit was $8.20. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares of common stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of common stock.

On May 18, 2026, we closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and Warrants, resulting in aggregate gross proceeds of approximately $9,225,000, before deducting underwriting discounts and commissions and estimated offering expenses. Concurrently with the closing of the Offering, we also issued warrants to purchase an aggregate of up to 90,000 shares of common stock to the representative of the Underwriters, with an exercise price of $10.25 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable beginning on November 14, 2026, and expire on November 14, 2031, pursuant to the terms and conditions of the Representative’s Warrants.

We currently believe that our existing capital resources will be sufficient to support our operating for the next twelve months.

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and therefore are not required to provide the information for this item of Form 10-Q.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, our Chief Executive Officer and Chief Financial Officer (“the Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

Based on their evaluation, the Certifying Officers concluded that, as of March 31, 2026, our disclosure controls and procedures were designed at a reasonable assurance level and were therefore effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, or future results.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 6. Exhibits.

No.		Description of Exhibit
4.1		Warrant Agent Agreement by and between the Company and Equiniti Trust Company LLC, dated May 14, 2026 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2026).
4.2		Form of Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2026).
4.3		Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-294808) filed with the Securities and Exchange Commission on April 1, 2026).
10.1*		Amendment No. 1 to 2021 Equity Incentive Plan, as of March 10, 2026.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a).
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a).
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

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.

Date: May 20, 2026	DUKE Robotics Corp.

	By:	/s/ Yossef Balucka
		Name:	Yossef Balucka
		Title:	Chief Executive Officer and Director
			(Principal Executive Officer)

	By:	/s/ Shlomo Zakai
		Name:	Shlomo Zakai
		Title:	Chief Financial Officer (Principal Financial Officer)

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