[8-K] DUKE Robotics Corp. Reports Material Event

Rhea-AI Filing Summary

DUKE Robotics Corp. amended its Articles of Incorporation to expand its capital structure. Effective upon filing on October 15, 2025, the company increased its authorized common stock from 100,000,000 shares to 350,000,000 shares and authorized up to 10,000,000 shares of blank‑check preferred stock, each with a par value of $0.0001.

The blank‑check preferred stock may carry rights and preferences set by the Board of Directors. This change was effected by a Certificate of Amendment filed with the Nevada Secretary of State and is intended to provide flexibility for future corporate purposes as determined by the board.

Insights

Capital markets and corporate governance analyst

Share authorization expanded; potential flexibility, dilution depends on future use.

DUKE Robotics Corp. increased authorized common shares to 350,000,000 and added up to 10,000,000 blank‑check preferred shares, effective October 15, 2025. Blank‑check preferred lets the board define rights later, such as dividends, conversion, or seniority.

This action does not itself issue shares or raise capital; any impact depends on future board decisions and transactions. Additional authorizations can support financing, M&A, or strategic partnerships, but also permit potential dilution if new equity is issued.

Watch subsequent disclosures for any specific issuances, terms assigned to preferred stock series, or transactions that utilize the expanded authorization.

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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): October 15, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 15, 2025, DUKE Robotics Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State, amending and restating Article IV (Capital Stock) to increase its authorized shares of common stock, $0.0001 par value per share (the “Common Stock”), from 100,000,000 shares of Common Stock to 350,000,000 shares of Common Stock, as well as to permit the issuance of up to 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. The “blank-check” preferred stock may have such rights and preferences as may be designated by the Company’s Board of Directors from time to time. The Certificate of Amendment was effective upon filing on October 15, 2025.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
3.1		Certificate of Amendment to the Articles of Incorporation of DUKE Robotics Corp., as filed with the Nevada Secretary of State on October 15, 2025.
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: October 16, 2025	By:	/s/ Yossef Balucka
		Name:	Yossef Balucka
		Title:	Chief Executive Officer

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FAQ

What change did DUKR make to its capital structure?

The company increased authorized common stock from 100,000,000 to 350,000,000 shares and authorized up to 10,000,000 blank‑check preferred shares.

When did the amendment become effective for DUKR?

The Certificate of Amendment was effective upon filing on October 15, 2025.

What is blank‑check preferred stock at DUKR?

It authorizes up to 10,000,000 preferred shares whose specific rights and preferences may be designated by the Board of Directors.

Does this amendment issue new shares or raise capital for DUKR?

No. It expands authorization only; any issuance would occur in future actions approved by the board.

What is the par value of DUKR’s common and preferred stock?

Both common and blank‑check preferred stock have a par value of $0.0001 per share.

Where was the amendment filed?

With the Nevada Secretary of State as a Certificate of Amendment.