Duke Robotics (NASDAQ: DUKR) closes $9.2M unit offering and uplisting

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(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Duke Robotics Corp. entered into an underwriting agreement for a public offering of 1,125,000 units, each with one common share and a five-year warrant, at a combined price of $8.20 per unit. The warrants have an exercise price of $8.60 per share. The company closed the offering, including a partial over-allotment in warrants, for aggregate gross proceeds of about $9.225 million before fees and expenses. Concurrently, Duke Robotics uplisted its common stock and warrants to the Nasdaq Capital Market under the symbols DUKR and DUKRW, and issued 90,000 representative warrants exercisable at $10.25 per share. The company plans to use the net proceeds for research and development, sales and marketing expansion, business development, potential acquisitions, and general working capital, while agreeing to lock-up and right-of-first-refusal provisions with the underwriter.

Insights

Duke Robotics raises $9.2M via unit offering and uplists to Nasdaq.

Duke Robotics completed an underwritten public offering of 1,125,000 units at $8.20 per unit, each including one share and a five-year warrant with an $8.60 exercise price. Gross proceeds are approximately $9.225M, providing new funding for growth initiatives.

The transaction includes a partial over-allotment exercise for 168,750 warrants and issuance of 90,000 representative warrants at a $10.25 exercise price. Shares and warrants now trade on the Nasdaq Capital Market, which may broaden the investor base and improve liquidity.

The company agreed to a six-month lock-up for itself, officers, directors and certain shareholders, plus an 18‑month right of first refusal for Maxim on future U.S. capital raises. Future filings and financial reports will show how effectively the new capital supports the stated uses in research, sales expansion and potential acquisitions.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Units offered: 1,125,000 units Unit price: $8.20 per unit Gross proceeds: approximately $9.225 million +5 more

8 metrics

Units offered 1,125,000 units Underwritten public offering size

Unit price $8.20 per unit Public offering price

Gross proceeds approximately $9.225 million Aggregate gross proceeds before fees

Warrant exercise price $8.60 per share Exercise price for five-year warrants in units

Representative’s warrants 90,000 warrants at $10.25 per share Underwriter representative compensation warrants

Over-allotment warrants 168,750 warrants Partial exercise of over-allotment option

Right of first refusal period 18 months Underwriter right of first refusal on future offerings

Lock-up period six months Restrictions on sales by company, officers, directors and certain holders

Key Terms

underwritten public offering, over-allotments, warrants, right of first refusal, +2 more

6 terms

underwritten public offering financial

"today announced the pricing of its underwritten public offering of 1,125,000 units"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"option to purchase up to an additional 168,750 shares of common stock and/or Warrants ... to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

warrants financial

"warrants to purchase one share of the Company’s common stock (the “Warrants”) at an exercise price of $8.60 per share"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

right of first refusal financial

"the Company also granted the Underwriter a right of first refusal, for a period of 18 months"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

Nasdaq Capital Market financial

"The shares of common stock and warrants are expected to begin trading on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

lock-up financial

"have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any its common stock"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Understanding 8-K Material Events →

05/18/2026 - 04:31 PM

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): May 14, 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 1.01 Entry into a Material Definitive Agreement.

On May 14, 2026, DUKE Robotics Corp. (the “Company”) 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 the Company’s common stock, par value $0.0001 (the “Shares”), and warrants to purchase one share of the Company’s 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 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 $9,225,000, before deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds of this offering to provide funding for research and development, sales force expansion, marketing, business development and potential acquisitions and for general working capital. Concurrently with the closing of the Offering, the Company also issued warrants to purchase an aggregate of up to 90,000 shares of its common stock to the representative of the Underwriters or their designees, 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 entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Equiniti Trust Company LLC (“Equiniti”), appointing Equiniti as Warrant Agent for the Warrants.

The Shares and Warrants were offered, issued and sold to the public pursuant to a registration statement on Form S-1 (File No. 333-294808) filed with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on May 14, 2026, as well as pursuant to a registration statement on Form S-1MEF (File No. 333-295917) which was deemed automatically effective upon filing on May 14, 2026, and the prospectus forming a part thereof.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a right of first refusal, for a period of 18 months from the closing of the Offering, to act as sole managing underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings undertaken during such period by the Company, or any of the Company’s successors or subsidiaries, on customary terms in the United States. Pursuant to the Underwriting Agreement, the Company and its directors, officers and certain shareholders have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any its common stock or securities convertible into common stock for a period of six months in the case of the Company and our officers, directors and certain shareholders after the effective date of the Offering.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Warrant Agent Agreement, the form of Warrant issuable thereunder and the form of Representative’s Warrants and are qualified in their entirety by reference to the Warrant Agent Agreement, the form of Warrant and the form of Representative’s Warrant, attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference.

Item 8.01 Other Events.

On May 14, 2026, the Company issued a press release announcing the pricing of the Offering. 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.

On May 18, 2026, the Company issued a press release announcing the closing of the Offering. A copy of this press release is furnished as Exhibits 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

-1-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement by and between the Company and Maxim Group LLC, as representative of the several underwriters named therein, dated May 14, 2026.
4.1		Warrant Agent Agreement by and between the Company and Equiniti Trust Company LLC, dated May 14, 2026.
4.2		Form of Warrant
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. 333-394808) filed with the Securities and Exchange Commission on April 1, 2026).
99.1		Press release dated May 14, 2026
99.2		Press release dated May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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: May 18, 2026	By:	/s/ Yossef Balucka
		Yossef Balucka
		Chief Executive Officer

-3-

Exhibit 99.1

Duke Robotics Corp. Announces Pricing of $9.2 Million Underwritten Public Offering and Uplisting to NASDAQ

Fort Lauderdale, FL, May 14, 2026 (GLOBE NEWSWIRE) -- Duke Robotics Corp. (OTCQB: DUKR) (“Duke Robotics” or the “Company”), a leader in advanced robotics and drone-based solutions for civilian and defense markets, today announced the pricing of its underwritten public offering of 1,125,000 units (the “Units”) at a public offering price of $8.20 per Unit. Each Unit issued in the offering consists of one share of common stock, $0.0001 par value per share, and one warrant to purchase one share of common stock at an exercise price of $8.60 per share, and have a five year term. The shares of common stock and warrants compromising the Units are immediately separable and will be issued separately. The shares of common stock and warrants are expected to begin trading on the Nasdaq Capital Market on May 15, 2026, under the symbols “DUKR” and “DUKRW,” respectively.

Duke Robotics expects to receive gross proceeds of approximately $9.2 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company has granted the underwriter a 45-day option to purchase up to an additional 168,750 shares of common stock and/or warrants to purchase up to an aggregate of 168,750 shares of common stock, in any combination thereof, at the public offering price per security, less the underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on May 18, 2026, subject to satisfaction of customary closing conditions.

Maxim Group LLC is acting as sole book-running manager for the offering.

The Company intends to use the net proceeds from the offering to provide funding for research and development, sales force expansion, marketing, business development and potential acquisitions and for general working capital.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-294808), as amended, previously filed with Securities and Exchange Commission (“SEC”), and declared effective on May 14, 2026, and a related registration statement was filed with the SEC on May 14, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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.

About Duke Robotics

Duke Robotics Corp. (OTCQB: DUKR) develops advanced stabilization and autonomous robotic drone systems for both civilian and defense markets. The Company’s Insulator Cleaning Drone is a first-of-its-kind, drone-enabled system for cleaning and monitoring high-voltage electric utility insulators. AEROTRACE™ is the Company’s AI-powered aerial monitoring and intelligence platform for infrastructure operators. In defense, through a collaboration agreement with Elbit Systems Land Ltd., 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.

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,” “expect,” and “intend,” 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. Forward-looking statements in this press release include statements regarding the anticipated closing of the offering, the expected commencement of trading on the Nasdaq Capital Market, the anticipated use of net proceeds, and the anticipated benefits of the uplisting. Our actual results may differ materially from those expressed or implied due to known or unknown risks and uncertainties, including, without limitation, market and other conditions and the satisfaction of customary closing conditions related to the offering, our ability to retain the listing of our common stock on the Nasdaq Capital Market, and the other risks and uncertainties described in our filings with the Securities and Exchange Commission, including the discussion under “Risk Factors” 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.

Yossef Balucka, CEO

invest@dukeroboticsys.com

Capital Markets & IR:

Arx Investor Relations

North American Equities Desk

duke@arxhq.com

Exhibit 99.2

Duke Robotics Corp. Announces Closing of $9.2 Million Underwritten Public Offering and Uplisting to NASDAQ

Fort Lauderdale, FL, May 18, 2026 (GLOBE NEWSWIRE) -- Duke Robotics Corp. (OTCQB: DUKR) (“Duke Robotics” or the “Company”), a leader in advanced robotics and drone-based solutions for civilian and defense markets, today announced it has closed on its previously announced underwritten public offering of 1,125,000 units (the “Units”) at a public offering price of $8.20 per Unit. Each Unit issued in the offering consists of one share of common stock, $0.0001 par value per share, and one warrant to purchase one share of common stock at an exercise price of $8.60 per share, and have a five year term. The shares of common stock and warrants comprising the Units are immediately separable and will be issued separately. The shares of common stock and warrants began trading on the Nasdaq Capital Market on May 15, 2026, under the symbols “DUKR” and “DUKRW,” respectively.

Duke Robotics received gross proceeds of approximately $9.2 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

Maxim Group LLC acted as sole book-running manager for the offering.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-294808), as amended, previously filed with Securities and Exchange Commission (“SEC”), and declared effective on May 14, 2026, and a related registration statement was filed with the SEC on May 14, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

About Duke Robotics

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,” “expect,” and “intend,” 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. Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated use of net proceeds from the offering, the potential benefits of the Company’s recent uplisting to the Nasdaq Capital Market, and the Company’s future growth and strategic initiatives. Our actual results may differ materially from those expressed or implied due to known or unknown risks and uncertainties including, without limitation, market and other conditions and our ability to achieve the anticipated benefits of the offering and to maintain the listing of our common stock on the Nasdaq Capital Market, our ability to retain the listing of our common stock on the Nasdaq Capital Market, and the other risks and uncertainties described in our filings with the Securities and Exchange Commission, including the discussion under “Risk Factors” 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.

Yossef Balucka, CEO

invest@dukeroboticsys.com

Capital Markets & IR:

Arx Investor Relations

North American Equities Desk

duke@arxhq.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Duke Robotics (DUKR) announce in its latest 8-K filing?

Duke Robotics announced an underwritten public offering of 1,125,000 units at $8.20 per unit, raising about $9.225 million in gross proceeds, and an uplisting of its common stock and warrants to the Nasdaq Capital Market.

How large is Duke Robotics' new offering and what does each unit include?

The company sold 1,125,000 units at $8.20 each. Every unit includes one share of common stock and one five-year warrant to buy a share at an $8.60 exercise price, issued as separate securities.

How much capital did Duke Robotics (DUKR) raise from the offering?

Duke Robotics reported aggregate gross proceeds of approximately $9.225 million from the unit offering, before underwriting discounts, commissions, and estimated offering expenses, providing additional funding for its growth and working capital needs.

What are the key terms of the warrants issued by Duke Robotics?

Each warrant in the units allows purchase of one common share at an $8.60 exercise price and has a five-year term. The underwriters also received 90,000 representative warrants, exercisable at $10.25 per share starting November 14, 2026, expiring November 14, 2031.

How will Duke Robotics use the net proceeds from the $9.2 million offering?

The company plans to use net proceeds to fund research and development, expand its sales force, support marketing and business development, pursue potential acquisitions, and provide general working capital for ongoing operations.

What new exchange are Duke Robotics shares and warrants trading on?

Duke Robotics’ common stock and warrants began trading on the Nasdaq Capital Market under the symbols DUKR and DUKRW. This uplisting moves the securities from the OTCQB to a national exchange platform.

Are there lock-up or right-of-first-refusal provisions in Duke Robotics' deal?

Yes. The company, its officers, directors and certain shareholders agreed not to sell specified securities for six months, and granted Maxim Group an 18‑month right of first refusal on future U.S. equity, equity-linked or non-bank debt offerings.

Filing Exhibits & Attachments

9 documents

Duke Robotics (NASDAQ: DUKR) closes $9.2M unit offering and uplisting

Rhea-AI Filing Summary

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