8-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(D) OF THE

SECURITIES EXCHANGEACT OF 1934

Date of report (Date of

earliest event reported): March 30, 2026

DUKE Robotics Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

+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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item8.01 Other Events.

On May 27, 2021, the board of directors of DUKE Robotics Corp. (the “Company”) approved the 2021 Equity Incentive Plan (the “2021 Plan”). On March 18, 2025, the Company’s board of directors approved an increase in the number of shares available under the 2021 Plan from 192,000 to 360,000 shares. On March 10, 2026, the Company’s board of directors approved a further increase in the number of shares available under the 2021 Plan from 360,000 to 480,000 shares.

The purpose of this Current Report on Form 8-K is solely to clarify that the number of shares issuable pursuant to the 2021 Plan is 480,000 shares of the Company’s common stock.

The foregoing descriptions of the amendment to the 2021 Plan is qualified by reference to the full text of the document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.

(d)      Exhibits

1

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.

2

Exhibit 10.1

Amendment to 2021 Equity Incentive Plan

WHEREAS, DUKE Robotics Corp. (the “Company”) maintains the DUKE Robotics Corp. 2012 Equity Incentive Plan (the “Incentive Plan”);

WHEREAS, pursuant to Section 12 of the Incentive Plan, the Company’s Board of Directors (the “Board”) may amend the terms of the Incentive Plan; and

WHEREAS, the Board and the Compensation Committee of the Board has determined that it is in the best interests of the Company to amend the Incentive Plan to increase the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan by 80,000, from 360,000 to 440,000; and

NOW, THEREFORE, effective as of March 10, 2026, the date of approval by the Board, the Incentive Plan is hereby amended in the following particulars:

“3. STOCK SUBJECT TO THE PLAN

The total number of shares of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”), that may be subject to an Award under the Plan shall be 480,000, from either authorized but unissued shares or treasury shares. Shares of Common Stock underlying Awards that fail to settle, vest or be fully exercised prior to expiration or other termination shall again become available for grant under the terms of the Plan.

The reference to a number of shares of Common Stock in this Section 3 shall be subject to adjustment in accordance with the provisions of Section 9.”