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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): September 15, 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 September 15, 2026, the
Board of Directors (the “Board”) of Duke Robotics Corp. (the “Company”) approved the appointment of Mr. Avi Levin
as the Company’s Chief Financial Officer, effective as of October 1, 2026. Effective upon Mr. Levin’s appointment as Chief
Financial Officer on October 1, 2026, Mr. Shlomo Zakai will cease serving as the Company’s Chief Financial Officer.
Mr. Levin, age 51, previously
served as Chief Financial Officer of RAD Data Communications from 2023 to 2025. Prior to joining RAD Data Communications, Mr. Levin served
as Chief Financial Officer for BlackSwan Technologies from 2021 to 2023 and as Chief Financial Officer for Ability Inc. from 2015 to 2020.
Mr. Levin holds a Master of Business Administration from New York University Stern School of Business, a Bachelor of Arts from Ben Gurion
University and is a Certified Public Accountant in both the United States and Israel.
In connection with Mr. Levin’s
appointment, the Company entered into a Personal Employment Agreement with Mr. Levin (the “Employment Agreement”), pursuant
to which Mr. Levin will serve as Chief Financial Officer of the Company and its subsidiaries. Mr. Levin’s employment will commence
on October 1, 2026. The Employment Agreement may be terminated by either the Company or Mr. Levin upon one (1) month prior written notice
during the initial six (6) months of the employment term, and upon two (2) months prior written notice thereafter. Mr. Levin will also
be subject to standard confidentiality, intellectual property assignment and non-compete provisions. Pursuant to the Employment Agreement,
Mr. Levin will receive a gross monthly base salary of NIS 52,250 (approximately $17,227), and a gross monthly expense allowance of NIS
2,500 (approximately $824). In addition, Mr. Levin will be eligible to receive an annual performance bonus of up to eight monthly salaries
subject to the discretion of the Board. The Company will also contribute towards severance compensation, pension fund and study fund.
In connection with Mr. Levin’s
appointment, the Board has approved the future grant of stock options to purchase up to 35,000 shares of common stock of the Company. The options
will be granted pursuant to the Company’s 2021 Equity Incentive Plan and the terms of the Employment Agreement. The options will
have a term of six (6) years, vest over a period of three (3) years, with one-third (33.33%) vesting on the first anniversary of the grant
date and the remaining unvested options vesting quarterly over the following 24 months. The exercise price will be equal to the average
closing price of the Company’s common stock over the thirty (30) trading days immediately preceding the applicable grant date.
There are no family relationships
between Mr. Levin and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Levin
and any other person pursuant to which he was selected as an officer of the Company. Mr. Levin 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 September 17, 2026, the
Company issued a press release announcing Mr. Levin’s appointment as Chief Financial Officer. A copy of this press release is furnished
as Exhibit 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 September 15, 2026, by and between Duke Robotics Corp. and Avi Levin. |
| 99.1 |
|
Press Release dated September 17, 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: September 17, 2026 |
By: |
/s/ Yiftach Kleinman |
| |
|
Yiftach Kleinman |
| |
|
Chief Executive Officer |
Exhibit 99.1

Duke Robotics Appoints Capital Markets and Public
Company Finance Veteran Avi Levin as Chief Financial Officer
Seasoned Finance Executive with Extensive Experience
Across Nasdaq-Listed Companies and Institutional Firms to Support Duke’s Growth Strategy
Strengthens Executive Leadership Team to Accelerate
Growth Plans as Company Seeks to Scale Innovative Drone Platforms Across Defense and Civilian Markets
FT. LAUDERDALE, FL, September 17, 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 Avi Levin as Chief Financial Officer, effective October 1, 2026. Mr. Levin succeeds
Shlomo Zakai, who is expected to continue providing financial and corporate consulting services to the Company to support a seamless transition
of financial operations.
The appointment comes as Duke Robotics enters an accelerated growth
phase following its recent Nasdaq uplisting and the arrival of Chief Executive Officer Yiftach Kleinman. As the Company looks to scale
commercial adoption of its drone platforms across defense and civilian markets, and expand its offerings, the Company believes Mr. Levin
will play a key role in developing Duke’s financial strategy, capital allocation, and corporate initiatives to support its growing operational
footprint and strategic expansion plans.
“Since assuming the role of Chief Executive Officer, my focus
has been to accelerate our operational tempo and assemble the executive leadership required to execute our growth strategy,” said
Yiftach Kleinman, Chief Executive Officer of Duke Robotics. “Duke is at a pivotal inflection point. In the civilian sector, our
utility grid solutions are commercially validated and addressing an urgent need for power infrastructure resilience amid rising geopolitical
challenges and surging energy demand associated with, among other things, artificial intelligence. In defense, our battle-tested platforms
are advancing toward broader commercialization. Bringing on an executive of Avi’s caliber is central to pursuing this market opportunity.
He brings a rare combination of deep capital markets experience, proven public company CFO leadership, and strategic transaction expertise
that we believe will be instrumental in scaling our business. On behalf of our Board of Directors and the entire Company, I also want
to thank Shlomo Zakai for his dedicated financial stewardship through our Nasdaq uplisting, and we look forward to his continued support.”
Mr. Levin is an accomplished financial executive and certified public
accountant with more than two decades of corporate finance, capital markets, and institutional leadership experience across the United
States and Israel. Throughout his career, he has raised more than $130 million through private placements and public offerings with Nasdaq-listed
issuers. He previously served as Chief Financial Officer of Ability Inc. (NASDAQ: ABIL), where he helped lead three Nasdaq offerings,
raising an aggregate of $100 million. He also served as Chief Financial Officer of RAD Data Communications, a leading global telecommunications
provider with over $150 million in annual revenue, where he managed a 49-person global finance and IT organization across 11 subsidiaries
and led the company’s official Nasdaq IPO readiness initiative. Mr. Levin also served as Chief Financial Officer of enterprise AI
software provider BlackSwan Technologies, securing a $30 million institutional financing round. Most recently, he served as a senior financial
advisor and executive consultant, advising late-stage technology companies on U.S. capital raising, IPO readiness, and strategic transactions.
Earlier in his career, Mr. Levin worked in New York City at Credit
Suisse (now part of UBS), where he worked on initial public offerings, follow-on equity offerings, and debt financings for NYSE-listed
companies. He previously held corporate finance and controller positions at Broadridge Financial Solutions (NYSE: BR), where his responsibilities
included acquisition accounting and post-merger integration, and served as Financial Reporting Manager at Overseas Shipholding Group (now
International Seaways, NYSE: INSW). He began his career in the audit practice of PricewaterhouseCoopers (PwC) in its San Jose, California
and Tel Aviv offices. Mr. Levin holds a Master of Business Administration (MBA) from the NYU Stern School of Business and a Bachelor of
Arts in Economics and Accounting from Ben-Gurion University of the Negev. He is a Certified Public Accountant (CPA) in both the United
States and Israel.
“I am thrilled to join Duke Robotics at such an exciting stage
in its development,” said Avi Levin, incoming Chief Financial Officer. “Duke has developed innovative, proprietary drone technologies
that I believe address clear and urgent operational needs across critical industries. With a strong public company platform on Nasdaq
and energized leadership under Yiftach, the Company is positioned to pursue its growth strategy. I look forward to partnering closely
with Yiftach, our Board of Directors, and our talented team to strengthen our financial foundation, support our strategic expansion, and
drive long-term value for our shareholders.”
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. Levin’s commencement of employment, the expected ongoing advisory role of Mr. Zakai, the anticipated
benefits of Mr. Levin’s financial leadership and transaction background to the Company’s strategy and capital structure, the
Company’s ability to accelerate operational execution and pipeline expansion, 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