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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): June 7, 2026
DUKE Robotics Corp.
(Exact Name of Registrant
as Specified in Its Charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
| 001-43295 |
|
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 |
| 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2026, the Board
of Directors (the “Board”) of Duke Robotics Corp. (the “Company”) approved the appointment of Mr. Yiftach Kleinman
as the Company’s Chief Executive Officer, effective upon the commencement of his employment with the Company, which is expected to occur
no later than September 8, 2026. Upon effectiveness, the Board will relieve Mr. Yossi Balucka from his role as Chief Executive Officer
of the Company. Mr. Balucka will continue serving as the Company’s President.
Mr. Kleinman, age 56, has
served as Chief Executive Officer of SpearUAV since June 2023. Prior to joining SpearUAV, Mr. Kleinman served in various executive leadership
positions at Rafael Advanced Defense Systems Ltd., including Deputy General Manager, Subsidiaries, Mergers & Acquisitions from June
2019 to June 2023 and Director of Marketing and International Business Development from May 2010 to June 2019. Mr. Kleinman holds a Master
of Business Administration with a specialization in International Marketing and a Bachelor of Science in Business Administration with
a specialization in Marketing from the University of Manchester.
In connection with Mr. Kleinman’s
appointment, the Company entered into a Personal Employment Agreement with Mr. Kleinman (the “Employment Agreement”), pursuant
to which Mr. Kleinman will serve as Chief Executive Officer of the Company and its subsidiaries. The commencement date of Mr. Kleinman’s
employment will occur no later than 90 days following execution of the Employment Agreement. The Employment Agreement may be terminated
by either the Company or Mr. Kleinman upon ninety (90) days’ prior written notice. Mr. Kleinman will also be subject to standard confidentiality,
intellectual property assignment and non-compete provisions. Pursuant to the Employment Agreement, Mr. Kleinman will receive a gross monthly
base salary of NIS 80,000 (approximately $27,600). In addition, Mr. Kleinman will be eligible to receive an annual cash bonus opportunity
of up to twelve monthly salaries, consisting of (i) an annual performance bonus of up to six monthly salaries based on Company performance
and the achievement of goals and objectives and (ii) a special cash bonus of up to six monthly salaries based on Company performance and
achievement of significant milestones, in each case subject to the Company’s compensation policy and approval procedures. Mr. Kleinman
will also be eligible to receive a specific bonus for calendar year 2026, equal to two monthly salaries.
The Employment Agreement further
provides that, subject to the approval of the Company’s applicable corporate bodies and the Duke Robotics Corp. 2021 Equity Incentive
Plan, Mr. Kleinman will receive an option grant to purchase 53,600 shares of the Company’s common stock. The options will have a six-year
term and vest over three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting quarterly
over the following twenty-four months. The exercise price will equal the average closing price of the Company’s common stock during the
thirty trading days immediately preceding the grant date. Unvested options will accelerate upon certain change of control transactions.
There are no family relationships
between Mr. Kleinman and any director or executive officer of the Company, and there are no arrangements or understandings between Mr.
Kleinman and any other person pursuant to which he was selected as an officer of the Company. Mr. Kleinman has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the
Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On June 11, 2026, the Company
issued a press release announcing Mr. Kleinman’s appointment as Chief Executive Officer. A copy of this press release is furnished
as Exhibits 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Personal Employment Agreement, dated June 7, 2026, by and between Duke Robotics Corp. and Yiftach Kleinman. |
| 99.1 |
|
Press Release dated June 11, 2026. |
| 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.
| |
DUKE ROBOTICS CORP. |
| |
|
|
| Date: June 11, 2026 |
By: |
/s/ Yossef Balucka |
| |
|
Yossef Balucka |
| |
|
Chief Executive Officer |
Exhibit 99.1

Duke Robotics Strengthens Leadership Team with
Appointment of Defense and Drone-Technology Veteran Yiftach Kleinman as Chief Executive Officer
Incoming Chief Executive Officer Brings Two
Decades of Defense Leadership, Most Recently at Israeli Loitering-Munitions Innovator SpearUAV, and Previously at Rafael Advanced Defense
Systems, One of Israel’s Leading Defense Companies
Current CEO and President Yossef Balucka to
Continue as President, Focusing on Advancing Duke’s Commercial Business and Customer Relationships
FT. LAUDERDALE, FL, June 11, 2026 -- Duke Robotics
Corp. (Nasdaq: DUKR; DUKRW) (“Duke Robotics” or the “Company”), a leader in advanced robotics and drone-based
solutions for civilian and defense markets, today announced the appointment of Yiftach Kleinman as Chief Executive Officer, with such
appointment becoming effective upon the commencement of his employment with the Company, which is expected to occur no later than September
8, 2026. Mr. Kleinman will succeed Yossef Balucka as Chief Executive Officer upon the effectiveness of his appointment. Following effectiveness,
Mr. Balucka will continue to serve as the Company’s President, focusing on advancing Duke Robotics’ commercial business, deepening
customer relationships and scaling its civilian platforms globally.
The appointment comes as Duke Robotics enters
a new phase of growth following its recent uplisting to the Nasdaq Capital Market. Mr. Kleinman joins the Company with more than two decades
of defense and drone-technology leadership, most recently steering Israeli loitering-munitions innovator SpearUAV Ltd. (“SpearUAV”)
as Chief Executive Officer through large-scale production, strategic partnerships with leading global original equipment manufacturers
(“OEM”) and international contract wins leading up to its 2025 acquisition by UVision Air Ltd. (“UVision”), and
previously holding senior management, M&A, and business-development roles over more than a decade at Rafael Advanced Defense Systems,
one of Israel’s top three defense firms and the developer of the well-known Iron Dome, Iron Beam, Spike ATGM, Trophy APS and many
other cutting-edge innovations. As the Company looks to significantly expand its defense business, the Company believes Mr. Kleinman’s
deep defense-technology background, as well as relations with the leading players and customers in the global defense industry will be
central to that strategy.
“I am thrilled to be joining Duke Robotics
at such a pivotal moment,” said Yiftach Kleinman, incoming Chief Executive Officer. “I believe that Duke has built something
rare - proven technology and real commercial traction across two of the most important sectors today: defense and energy infrastructure.
I believe that the opportunities ahead, in those markets and beyond, are substantial. I look forward to working closely with Mr. Balucka,
and with the entire team aiming to expand the Company’s defense footprint, accelerate its commercial platforms, and create lasting
value for its shareholders, customers, and partners.”
“This is an exciting milestone for Duke
Robotics, and I am delighted to welcome Mr. Kleinman to lead the Company into its next chapter,” said Yossef Balucka, President
and outgoing Chief Executive Officer of Duke Robotics. “I believe that Mr. Kleinman brings exactly the kind of defense pedigree
and operational leadership the Company needs as we scale and expand our defense business. We believe that his track record of taking defense
technologies from concept to large-scale delivery is precisely what this moment calls for. I am energized to continue driving our commercial
business forward as President, working alongside Mr. Kleinman and our team, and I have great confidence in where we are headed together.”
“On behalf of the Board of Duke Robotics,
I am pleased to welcome Mr. Kleinman to the Company at such an important juncture in our growth,” said Yariv Alroy, Chairman of
the Board of Duke Robotics. “I am confident that Yiftach’s proven leadership in scaling defense technologies, together with
Yossi’s continued stewardship of our commercial business, positions the Company well to execute on its strategy and deliver long-term
value for our shareholders.”
About Yiftach Kleinman
Mr. Kleinman is a strategic business executive
with more than two decades of leadership across the global defense and technology sectors, spanning senior and executive management, mergers
and acquisitions, business development, and large-scale program delivery. Most recently, he served in senior leadership roles including
being CEO of SpearUAV, an Israeli defense-technology company that develops autonomous, AI-driven encapsulated unmanned aerial systems
- including its VIPER family of loitering munitions and counter-UAS solutions deployed at the tactical and small-unit level. Under his
leadership, SpearUAV scaled from an early-stage company toward large-scale production and secured significant international contracts,
established collaborations and partnerships with leading global defense firms, diversified its customer base and its portfolio in order
to address strategic assets, culminating in its acquisition by UVision, a global leader in loitering-munition systems, in late 2025.
Prior to SpearUAV, Mr. Kleinman spent more than
a decade in senior roles at Rafael Advanced Defense Systems (“Rafael”), one of Israel’s largest and most strategically
positioned defense companies and the developer of globally recognized systems such as Iron Dome, David’s Sling, Spike ATGM, Trophy
APS and many others. At Rafael, Mr. Kleinman served in the Land and Naval Division’s management, holding roles including Deputy
General Manager for Subsidiaries, Mergers and Acquisitions, where he served as a board member and chairman across a portfolio of subsidiaries,
led investments and acquisitions, and drove dramatic inorganic growth. As part of his role at Rafael, Mr. Kleinman initiated and executed
Rafael’s largest acquisition ever as part of a major strategic masterplan in a major NATO country. Earlier, as Director of Marketing
and International Business Development, he helped facilitate some of the largest defense-industry deals between the United States, Europe,
the United Kingdom, Asia Pacific and Israel and led complex business campaigns generating a stream of contracts measured in the billions
of dollars.
Mr. Kleinman holds an MBA specializing in International
Marketing and a BSc in Business Administration, both from the University of Manchester. He served as a Colonel in the Israel Defense Forces
(active reserve) across diversified command, training, and development positions.
About Duke Robotics
Duke Robotics Corp. (Nasdaq: DUKR; DUKRW) develops
advanced stabilization and autonomous robotic drone systems for both civilian and defense markets. The Company’s Insulator Cleaning
Drone (IC Drone) is a first-of-its-kind, drone-enabled system for cleaning and monitoring high-voltage electric utility insulators. Leveraging
Duke’s technologies, the IC Drone provides a safer, more efficient, and cost-effective alternative method. AEROTRACE™ is the
Company’s AI-powered aerial monitoring and intelligence platform for infrastructure operators, designed to deliver actionable insights
for asset assessment and proactive maintenance. In defense, through a collaboration agreement with Elbit Systems Land Ltd. (“Elbit”),
the Bird of Prey weapons drone system is an agile, fully stabilized remote weapon system designed for non-line-of-sight and stand-off
engagements, marketed by Elbit under the brand name Bird of Prey (formerly known as TIKAD). For additional Company information, please
visit https://dukeroboticsys.com and
follow us on Twitter
(X) and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements.
Words such as “future” and similar expressions, or future or conditional verbs such as “will,” are intended to
identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs, assumptions, and information
currently available to us. For example, we are using forward-looking statements when we discuss the leadership transition and its anticipated
benefits, the anticipated timing of Mr. Kleinman’s commencement of employment and assumption of the role of Chief Executive Officer,
the respective roles and expected contributions of the Company’s incoming Chief Executive Officer and its continuing President,
the Company’s plans to significantly expand its defense business, the anticipated benefits of Mr. Kleinman’s defense and drone-technology
background to the Company’s strategy, the Company’s expectation to advance and scale its commercial and civilian platforms
globally, the Company’s expectation that Mr. Kleinman’s leadership will support the expansion of its defense footprint, the
Company’s ability to accelerate commercialization of its platforms, the Company’s ability to create value for shareholders,
customers and partners, and the Company’s opportunities across the defense and energy-infrastructure sectors and beyond. Our actual
results may differ materially from those expressed or implied due to known or unknown risks and uncertainties. These include, but are
not limited to, risks related to the successful integration of new leadership, the successful market adoption of our technologies, the
continued development and refinement of our technology, our ability to effectively collaborate with Elbit Systems, fluctuations in foreign
currency exchange rates, operational challenges associated with marketing activities in new markets, economic conditions that may affect
defense spending and infrastructure investment, geopolitical factors that could impact business operations, regulatory challenges in various
regions, and competition from technological advances. For additional information on these and other risks and uncertainties, please see
our filings with the Securities and Exchange Commission, including the discussion under “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, and any subsequent filings with the Securities and Exchange Commission. We undertake no obligation to update
any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Company Contact:
Duke Robotics Corp.
invest@dukeroboticsys.com
Investor Relations Contact:
Arx Investor Relations
North American Equities Desk
duke@arxhq.com