DUKE Robotics (DUKR) details $750,000 private placement of shares and warrants

Rhea-AI Filing Summary

DUKE Robotics Corp. disclosed that it entered into Securities Purchase Agreements with seven non-U.S. investors for a private placement. The company agreed to sell 2,083,333 shares of common stock at $0.36 per share and issue Warrants to purchase an additional 2,083,333 shares at an exercise price of $0.65 per share.

The Warrants are exercisable immediately and expire on November 30, 2026, with a potential extension to May 30, 2028 if a qualifying public offering of at least $2,500,000 has not occurred by that date. The transaction is expected to generate aggregate gross proceeds of approximately $750,000, which will be used for general corporate purposes and working capital, including operational and commercialization initiatives.

The securities are being issued in a private, unregistered offering relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D, and Regulation S, and may not be sold in the United States without registration or an applicable exemption.

Insights

Equity Capital Markets Analyst

DUKE Robotics raises $750,000 via a private share and warrant placement.

DUKE Robotics Corp. arranged a private placement with seven non-U.S. investors, issuing 2,083,333 common shares at $0.36 each and Warrants for 2,083,333 additional shares at an exercise price of $0.65. This structure combines immediate equity issuance with the potential for future cash inflows if the Warrants are exercised.

The Warrants are immediately exercisable and run until November 30, 2026, with an automatic extension to May 30, 2028 if a firm-commitment underwritten public offering of at least $2,500,000 on a major exchange has not occurred by the earlier date. A make-whole feature may grant additional shares if a qualifying underwritten offering by November 30, 2026 prices (after a stated discount) below the $0.36 purchase price.

The transaction is expected to generate approximately $750,000 in gross proceeds, earmarked for general corporate purposes and working capital, including operational and commercialization initiatives. The use of private, unregistered exemptions under Section 4(a)(2), Rule 506(b), and Regulation S indicates reliance on accredited and non-U.S. investors, with transfer restrictions until any future registration or qualifying exemption.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 30, 2025

DUKE Robotics Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-55504		47-3052410
(Commission File Number)		(IRS 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)

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 1.01. Entry into a Material Definitive Agreement.

On December 30, 2025, DUKE Robotics Corp. (the “Company”) entered into Securities Purchase Agreements (each a “Securities Purchase Agreement”) with seven (7) non-U.S. investors (the “Investors”), pursuant to which the Company, in a private placement offering (the “Offering”), agreed to issue and sell to the Investors an aggregate of: (i) 2,083,333 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $0.36 per share (the “Purchase Price”); and (ii) warrants (the “Warrants”) to purchase 2,083,333 Company’s Common Stock. The Warrants have an exercise price of $0.65 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 the Company 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 are approximately $750,000 and the Offering is expected to close on January 6, 2026.

Proceeds from the Offering will be used for general corporate purposes and working capital, including supporting the Company’s operational and commercialization initiatives.

The securities issued with respect to the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities, and pursuant to Regulation S of the Securities Act to non-U.S. investors. The Securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Securities Purchase Agreements contain representations and warranties that the parties made to, and solely for the benefit of, the others in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of such agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the U.S. Securities and Exchange Commission.

The foregoing descriptions of the Securities Purchase Agreement and the form of Warrant are qualified by reference to the full text of these documents, copies of each of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

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Item 8.01. Other Events.

On January 5, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
99.1		Press release dated January 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

	DUKE ROBOTICS CORP.
Dated: January 5, 2026	By:	/s/ Yossef Balucka
		Name:	Yossef Balucka
		Title:	Chief Executive Officer

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FAQ

What financing did DUKR announce in this report?

DUKE Robotics Corp. entered into Securities Purchase Agreements for a private placement, agreeing to sell 2,083,333 shares of common stock and issue Warrants to purchase 2,083,333 additional shares.

How much cash will DUKE Robotics Corp. receive from the private placement?

The private placement is expected to generate aggregate gross proceeds of approximately $750,000 for DUKE Robotics Corp.

What are the key terms of the DUKE Robotics Warrants issued in the offering?

The Warrants allow investors to purchase 2,083,333 shares of common stock at an exercise price of $0.65 per share. They are exercisable immediately and expire on November 30, 2026, with a possible extension to May 30, 2028 if a qualifying public offering of at least $2,500,000 has not occurred.

What is the purchase price per share in DUKE Robotics’ private placement?

Investors agreed to purchase DUKE Robotics common stock at a purchase price of $0.36 per share in the private placement.

How will DUKE Robotics use the proceeds from this offering?

DUKE Robotics plans to use the proceeds for general corporate purposes and working capital, including supporting its operational and commercialization initiatives.

Is the DUKE Robotics private placement registered with the SEC?

No. The securities are being issued in an unregistered private offering, relying on exemptions under Section 4(a)(2), Rule 506(b) of Regulation D, and Regulation S. The securities cannot be sold in the United States without registration or an applicable exemption.

Who are the investors in DUKE Robotics’ private placement?

The private placement involves seven non-U.S. investors, referred to collectively as the Investors in the Securities Purchase Agreements.