8-K
DUKE Robotics Corp. (DUKR)
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): October 29, 2024 (October 28, 2024)
DUKE Robotics Corp.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-55504 | 47-3052410 |
|---|---|
| (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 10<br> HaRimon Street, Mevo Carmel Science and Industrial Park, Israel | 2069203 |
| --- | --- |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
011-972-4-8124101
(Registrant’s Telephone Number, Including Area Code)
UAS Drone Corp.
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 28, 2024, DUKE Robotics Corp. formerly known as UAS Drone Corp. (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Nevada Secretary of State to change the Company’s corporate name from UAS Drone Corp. to DUKE Robotics Corp. effective as of November 4, 2024. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
In connection with the Certificate of Amendment, the Company also filed an issuer notification form with the Financial Industry Regulatory Authority (“FINRA”) reflecting the Company’s name change and requesting a change in its trading symbol from “USDR” to “DUKR”. Effective as of market open on Monday, November 4, 2024, the name change to DUKE Robotics Corp. and the transition of its OTCQB ticker symbol from “USDR” to “DUKR.” will take effect.
Item8.01. Other Events.
On October 29, 2024, the Company issued a press release announcing the completion of the change of the Company’s name from UAS Drone Corp. to DUKE Robotics Corp. and the issuance of a new ticker symbol. 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<br> No. | Exhibit<br> Description |
|---|---|
| 3.1 | Certificate of Amendment to the Certificate of Incorporation. |
| 99.1 | Press<br> release dated October 29, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| DUKE ROBOTICS CORP. | |||
|---|---|---|---|
| Dated: October<br> 29, 2024 | By: | /s/<br> Yossef Balucka | |
| Name: | Yossef<br> Balucka | ||
| Title: | Chief Executive<br> Officer |
2
Exhibit 3.1
Exhibit 99.1
UAS Drone Corp. to Rebrand as DUKE RoboticsCorp; New Ticker Symbol “DUKR”
Fort Lauderdale, Florida, October 29, 2024– UAS Drone Corp. (OTCQB: USDR) (the “Company”), a leader in robotics technology and drone solutions, today announced that its upcoming name change to “DUKE Robotics Corp” and the transition of its OTCQB ticker symbol from “USDR” to “DUKR.” These changes will take effect at the market open on Monday, November 4, 2024.
Yossef Balucka, Chief Executive Officer, commented: “This official name change and ticker update reinforce our identity as DUKE Robotics, aligning our corporate strategy with the brand recognition we are building in the market and our strategic vision to expand the reach of our innovative technology across multiple fields and applications.”
The Company’s CUSIP number and transfer agent will remain unchanged.
About Duke Robotics Corp.
Duke Robotics Corp is a forward-thinking company focused on bringing advanced stabilization and autonomous solutions to both military and civilian sectors. Through its wholly owned subsidiary, Duke Robotics Ltd., the company developed TIKAD, an advanced robotic system that enables remote, real-time, and accurate firing of lightweight firearms and weaponry via an unmanned aerial platform (UAV) designed to meet the growing demand for tech solutions in modern warfare. Duke Robotics Ltd. Also developed the IC Drone, a first-of-its-kind robotic, drone-enabled system for cleaning electric utility insulators. The unique system, based on the Company’s advanced intellectual property and know-how, integrates algorithms, autonomous systems, and robotic technologies used in mission-critical applications.
For more information about Duke Robotics Corp (Previously UAS Drone Corp) please visit www.dukeroboticsys.com or view documents filed with the Securities and Exchange Commission at www.sec.gov.
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 timing of the expected name change and expectations of leveraging our innovative technology or long-term vision and mission and strategic goals. Our actual results may differ materially from those expressed or implied due to known or unknown risks and uncertainties. These risks and uncertainties include, but are not limited to the ability to expand our services globally, market acceptance of our technology, and competition. 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, 2023, 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.
Investor Contacts:
Duke Robotics Corp
Yossef Balucka, CEO
invest@dukeroboticsys.com
ARX | Capital Markets Advisors
North American Equities Desk
DUKE@arxadvisory.com