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): ~~April~~October 215, 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)

~~011-~~+972-4054-~~8124101~~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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~April~~October 215, 2025, DUKE ~~Robotics~~ Robotics Corp. (the “Company”), ~~through~~filed ~~its~~a ~~wholly~~Certificate ~~owned~~of ~~subsidiary~~Amendment ~~Duke~~to ~~Airborne~~its ~~Systems~~Articles ~~Ltd.,~~of anIncorporation ~~Israeli corporation~~ (~~“Duke”), and~~the ~~Elbit Systems Land Ltd., an Israeli corporation (~~“~~Elbit~~Certificate of Amendment”), ~~executed~~with ~~a supplement letter (~~the ~~“Supplement~~Nevada ~~Letter”) to~~Secretary ~~the~~of ~~collaboration~~State, ~~agreement~~amending ~~dated~~and ~~January~~restating ~~29,~~Article ~~2021,~~IV (~~the~~Capital ~~“Collaboration Agreement”~~Stock) ~~relating~~ to increase its ~~stabilized~~authorized ~~weapons~~shares ~~drone~~of ~~system~~common ~~technology~~stock, ~~that~~$0.0001 ~~Elbit~~par ~~has~~value ~~been~~per ~~marketing~~share ~~and deploying under~~ (the ~~brand name~~ “~~Birds~~Common ~~of Prey~~Stock”.), ~~Pursuant~~from ~~to the Supplement Letter~~100,000,000 shares ~~the~~of ~~Company~~Common ~~and~~Stock ~~Elbit~~to ~~have~~350,000,000 shares of ~~agreed~~Common toStock, ~~expand~~as ~~their~~well ~~collaboration~~as to ~~allow~~permit the ~~Company~~issuance toof ~~market~~up ~~the system~~ to ~~military~~10, ~~defense~~000,000 ~~home-land~~shares ~~security~~of ~~and~~“blank ~~para-military~~check” ~~customers~~preferred stock, inpar ~~coordination~~value $0.0001 ~~with~~per ~~Elbit~~share. The ~~Company~~“blank-check” ~~will~~preferred bestock ~~entitled~~may tohave asuch ~~commission~~rights ~~fee, in~~and ~~the~~preferences ~~mid-single~~as ~~figure~~may ~~percentage~~be ~~range,~~designated ~~from~~by ~~any~~the ~~proceeds~~Company’s Board ~~resulting~~of Directors from ~~its~~time ~~marketing~~to ~~activities,~~time. inThe ~~addition~~Certificate toof ~~the~~Amendment ~~royalties~~was ~~it is~~effective ~~entitled~~upon tofiling ason ~~part~~October of15, ~~the Collaboration Agreement~~2025.

The foregoing description of the ~~Supplement~~Certificate ~~Letter~~of ~~does~~Amendment ~~not purport to be complete, and~~ is ~~subject to, and~~ qualified in its entirety by reference to the ~~Supplement~~full ~~Letter~~text of the Certificate of Amendment, which is filed as Exhibit 103.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On April 3, 2025, the Company issued a press release announcing the progress with Elbit regarding “Birds of Prey” stabilized weapons drone system. 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

Exhibit No.		Exhibit Description
10.1*		Supplement Letter to the Collaboration Agreement dated April 2, 2025.
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.
99.1		Press release dated April 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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: April 3, 2025	By:	/s/ Yossef Balucka
Dated: October 16, 2025	By:	/s/ Yossef Balucka
		Name:	Yossef Balucka
		Title:	Chief Executive Officer

Filing Compare · DUKE Robotics Corp.