8-K
DUKE Robotics Corp. (DUKR)
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 4, 2026
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<br><br>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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 whichregistered |
|---|---|---|
| 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 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
Effective as of March 6, 2026, DUKE Robotics Corp. (the “Company”) will effect a reverse stock split of its outstanding shares of common stock at a ratio of twenty five (25) -for- one (1) (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by the Company’s Board of Directors under the authority granted by stockholders holding a majority of the Company’s outstanding voting power by written consent in lieu of a meeting on August 12, 2025, was consummated pursuant to a Certificate of Change filed with the Secretary of State of Nevada on March 4, 2026 (the “Certificate of Change”). The Reverse Stock Split will take effect on March 6, 2026.
Effects of theReverse Stock Split
Effective Date; Symbol;CUSIP Number. The Reverse Stock Split will take effect at 12:01 a.m. Eastern Standard Time on March 6, 2026, and will be reflected with the OTCQB (“OTCQB”) and in the marketplace at the open of business on March 6, 2026 (the “Effective Date”), whereupon the shares of common stock will begin to trade on a split-adjusted basis. In connection with the Reverse Stock Split, the Company's ticker symbol on the OTCQB is expected to trade under the symbol DUKRD for 20 trading days, in accordance with OTC Marketplace rules. The Company will trade under a new CUSIP Number, 903448207.
Split Adjustment;No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder will convert automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) twenty-five.
No fractional shares will be issued, and no cash or other consideration will be paid. In lieu of any fractional shares, stockholders who would otherwise hold a fractional share because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the Reverse Stock Split ratio that number of shares of common stock will be rounded up to the nearest whole share.
State Filing. The Reverse Stock Split will take effect at 12:01 a.m. Eastern Standard Time on March 6, 2026 as stated in the Company’s filing of the Certificate of Change with the Secretary of State of the State of Nevada on March 4, 2026. The Certificate of Change was not effective until the Effective Date. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalization. Prior to the Effective Date of the Certificate of Change, the Company was authorized to issue 350,000,000 shares of common stock and the Reverse Stock Split has no impact on such amount. As of March 5, 2026 (prior to the Effective Date), there were 56,302,147 shares of common stock outstanding. As a result of the Reverse Stock Split, there will be approximately 2,252,086 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock. The Reverse Stock Split will not change the number of authorized shares of preferred stock, or the par value of common stock or preferred stock.
Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.
Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding options, warrants and other equity-based awards, in accordance with their terms. After the Reverse Stock Split, the shares of the Company’s common stock will have the same proportional voting rights and rights to dividends and distributions.
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Item8.01 Other Events.
On March 5, 2026, the Company issued a press release titled “Duke Robotics Announces 25-for-1 Reverse Stock Split.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Change filed with the Secretary of State of the State of Nevada on March 4, 2026. |
|---|---|
| 99.1 | Press release dated March 5, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 5, 2026 | By: | /s/ Yossef Balucka | |
| Name: | Yossef Balucka | ||
| Title: | Chief Executive Officer |
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Exhibit3.1
INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of authorized shares and par value, if any, and each class or series before the change. 3. Indicate the number of authorized shares and par value, if any of each class or series after the change. 4. Indicate the change of the affected class or series of issued, if any, shares after the change in exchange for each issued share of the same class or series. 5. Indicate provisions, if any, regarding fractional shares that are affected by the change. 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed. 8. Must be signed by an Officer. Form will be returned if unsigned. Name of entity as on file with the Nevada Secretary of State: DUKE Robotics Corp. Entity or Nevada Business Identification Number (NVID): NV20151076168 1. Entity Information: The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: Three hundred fifty million (350,000,000) shares of common stock, par value $0.0001 per share, and ten million (10,000,000) shares of preferred stock, par value $0.0001 per share. 2. Current Authorized Shares: The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: Three hundred fifty million (350,000,000) shares of common stock, par value $0.0001 per share, and ten million (10,000,000) shares of preferred stock, par value $0.0001 per share. 3. Authorized Shares After Change: The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: One (1) share of Common Stock will be issued to each record holder after the change for every twenty five (25) shares held by such holder immediately prior to the change. 4. Issuance: The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby : All fractional shares of common stock will be rounded up to the nearest next whole share on a per shareholder basis. 5. Provisions: The required approval of the stockholders has been obtained. 6. Provisions: Date: 03/06/2026 Time: 12:01am (must not be later than 90 days after the certificate is filed) 7. Effective date and time: (Optional) X Signature of Officer Title Date 8. Signature: (Required) FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov This form must be accompanied by appropriate fees. If necessary, additional pages may be attached to this form. Page 1 of 1 Revised: 8/1/2023 Certificate of Change Pursuant to NRS 78.209 TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
Exhibit 99.1
Duke Robotics Announces 25-for-1 Reverse StockSplit
Reverse Split Intended to Increase Per-ShareTrading Price; May Support a Potential Exchange Uplisting
Following the Reverse Stock Split, the Company'sticker symbol on the OTCQB is expected to trade under the symbol DUKRD for 20 trading days
Fort Lauderdale, FL, March 5, 2026 -- 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 that a reverse stock split of the Company’s issued and outstanding common shares, par value $0.0001 per share (the “Common Stock”) at a ratio of 25-for-1 (the "Reverse Stock Split") is expected to be implemented at market open on March 6, 2026. The Company's Common Stock will begin trading on the OTCQB on a post-split basis at the market open on March 6, 2026. Following the Reverse Stock Split, the Company's ticker symbol on the OTCQB is expected to trade under the symbol DUKRD for 20 trading days, in accordance with OTC Marketplace rules.
The Reverse Stock Split was approved by the Company’s Board of Directors and by the Company’s stockholders. The primary purpose of the Reverse Stock Split is to increase the per-share market price of the Company’s Common Stock, which is intended to support a potential uplisting to a national securities exchange, subject to the Company meeting applicable listing requirements.
The Company will trade under a new CUSIP Number, 903448207. The Reverse Stock Split will become effective upon the filing of a Certificate of Change with the Secretary of State of Nevada.
After giving effect to the Reverse Stock Split of the Company’s Common Stock, each twenty-five (25) Common Stock will be combined into one (1) Common Stock, such that the Company’s 56,302,147 Common Stock outstanding will be reduced to approximately 2,252,086 Common Stock outstanding, subject to the treatment of fractional shares. The total number of authorized Common Stock will not be reduced and will remain at 350,000,000 shares following the effectiveness of the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split as any fractional stock resulting from the Reverse Stock Split will be rounded up to the nearest whole stock on a per stockholder basis.
The Reverse Stock Split is not expected to change any stockholder’s proportional ownership interest, except for minimal effects that may result from the treatment of fractional shares. Registered stockholders holding shares in book-entry form need not take any action, and stockholders holding shares through a broker or nominee should contact their broker or nominee with any questions. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding options, warrants and other equity-based awards, in accordance with their terms.
Equiniti Trust Company, LLC, will act as the exchange agent for the Reverse Stock Split. Please contact Equiniti Trust Company, LLC for further information at 919-744-2722.
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 (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. 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, the Company uses forward-looking statements when discussing the expected timing and effects of the Reverse Stock Split, including when the Company’s Common Stock is expected to begin trading on a split-adjusted basis, the anticipated impact of the Reverse Stock Split on the market price of the Company’s Common Stock, and the Company’s plans regarding a future potential uplisting to a national securities exchange, subject to the Company meeting applicable listing requirements. 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 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, 2024, 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