false
0001638911
0001638911
2025-04-02
2025-04-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 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) |
011-972-4-8124101
(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 1.01. Entry into a Material Definitive Agreement.
On April 2, 2025, DUKE Robotics
Corp. (the “Company”), through its wholly owned subsidiary Duke Airborne Systems Ltd., an Israeli corporation (“Duke”),
and Elbit Systems Land Ltd., an Israeli corporation (“Elbit”), executed a supplement letter (the “Supplement Letter”)
to the collaboration agreement dated January 29, 2021, (the “Collaboration Agreement”) relating to its stabilized weapons
drone system technology that Elbit has been marketing and deploying under the brand name “Birds of Prey”. Pursuant to the
Supplement Letter, the Company and Elbit have agreed to expand their collaboration to allow the Company to market the system to military,
defense, home-land security and para-military customers, in coordination with Elbit. The Company will be entitled to a commission fee,
in the mid-single figure percentage range, from any proceeds resulting from its marketing activities, in addition to the royalties it
is entitled to as part of the Collaboration Agreement.
The foregoing description
of the Supplement Letter does not purport to be complete, and is subject to, and qualified
in its entirety by reference to the Supplement Letter, which is filed as Exhibit 10.1 to
this Current Report 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
| * | 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 |
| |
|
Name: |
Yossef Balucka |
| |
|
Title: |
Chief Executive Officer |
2
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DUKE ROBOTICS CORP. IF PUBLICLY
DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT.
[Translation from Hebrew]
Date: March 24, 2025
Subject: Collaboration Agreement dated January 29, 2021 (the “Agreement”)
It has been agreed between Duke Airborne Systems
Ltd. (“Duke”) and Elbit to update the provisions of the Agreement, effective from the date of signing this document in accordance
with and subject to the details in this letter below.
| 1. | Duke will be entitled to market the Product and/or System also for defense uses and/or for defense customers
and/or para-defense customers (hereinafter collectively referred to as “Marketing to the Defense Market”), with marketing to
the defense market by Duke being done on a case-by-case basis for opportunities to be agreed upon between the parties. Elbit already agrees
that Duke may market to the following countries: [ ** ] , subject to G2G transactions in which the Israeli Ministry of Defense
will be the lead (or as determined by it). |
For the aforementioned purpose and
in order to enable Duke to carry out marketing to the agreed opportunities in the defense market as stated: (1) At Duke’s request, Elbit
will share and provide to Duke marketing materials, presentations, etc. regarding the Product and the System; (2) Elbit will provide to
Duke an Elbit “Manufacturer’s Permit” regarding the relevant opportunity. Duke will be responsible for submitting an application
for a marketing license in its name to the Defense Export Control Division (API) for the Product and System based on Elbit’s Manufacturer’s
Permit and to actually obtain the required Marketing License. It is agreed that Elbit will assist Duke in obtaining the Marketing License
and Duke will act in accordance with and subject to the terms of the Marketing License it receives, to the extent it is received.
| 2. | For the marketing activities to the defense market, Duke will be entitled to receive from Elbit a
success fee of ( ** ] percent) [ ** ]% plus VAT (hereinafter - “Initiation Commission”) from the amount
received by Elbit from each transaction concluded between Elbit and a customer or any other entity regarding which Duke has carried
out marketing activities to the defense market (“Qualifying Transaction”). The Initiation Commission will be paid
throughout the term of the Qualifying Transaction and from any amount actually received by Elbit in respect of a Qualifying
Transaction as aforesaid. For the avoidance of doubt, it is hereby clarified that Duke’s entitlement to the Initiation
Commission is in addition to its entitlement to Royalties set forth in the Agreement (including Appendix C to the Agreement) which
will apply to, and be paid accordingly, also in respect of revenues from a Qualifying Transaction as aforesaid. |
| 3. | Other than the foregoing, no other change shall apply to all other provisions of the Agreement which shall
continue to apply to the parties without any change. |
| 4. | All terms used in the Agreement which are not defined in this document shall have the meaning given to
them in the Agreement, and in any case of conflict between the provisions of the Agreement and the provisions of this document, the provisions
of this document shall prevail. |
Respectfully
Duke Airborne Systems Ltd.
| By: |
/s/ Yossef Balucka |
|
/S/ Erez Nachtomy |
|
| |
Yossef Balucka, CEO |
|
Erez Nachtomy, Director |
|
April 2, 2025
| We confirm our agreement to the contents of this document, |
|
| |
|
|
|
|
| Elbit Systems Land Ltd. |
|
|
|
| |
|
|
|
|
| By: |
/s/ Yehuda Vered |
|
/S/ Gal Raviv |
|
| |
Yehuda Vered, CEO |
|
Gal Raviv, VP |
|
Exhibit 99.1
Duke Robotics Provides Update on Progress with
Elbit Systems Regarding “Birds of Prey” Stabilized Weapons Drone System
FT. LAUDERDALE, FL, April 3, 2025 -- Duke
Robotics Corp. (OTCQB: DUKR) (“Duke Robotics” or the “Company”), a leader in advanced robotics technology and autonomous
drone solutions, today provided an update regarding developments in its collaboration with Elbit Systems (“Elbit”)
relating to its stabilized weapons drone system technology and Duke Robotics’ TIKAD.
Since the Company’s original Collaboration
Agreement with Elbit, announced in February 2021 (“Agreement”), Elbit has made significant progress and has been marketing
and deploying the system with customers under the brand name “Birds of Prey”.
The stabilized weapons drone system features proprietary
technology that enables precise remote operations via an unmanned aerial platform, designed to enhance military operational capabilities
while minimizing risk to personnel with no boots on the ground.
Building on these positive developments, the companies
have agreed to expand their collaboration according to the Agreement to allow Duke Robotics to market this innovative system to military,
defense, home-land security and para-military customers, in coordination with Elbit. Duke Robotics will be entitled to a commission fee,
in the mid-single figure percentage range, from transactions resulting from its marketing activities, in addition to the royalties it
is entitled to as part of the original Agreement.
About Duke Robotics Corp.
Duke Robotics Corp. (formerly known as UAS Drone
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 expanded collaboration with Elbit and the benefits
we may realize as a result of the expanded Agreement. 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 implementation of our
marketing activities, continued development and adoption of our products, our ability to effectively collaborate with Elbit Systems, fluctuations
in foreign currency exchange rates, operational challenges associated with marketing activities in new markets, geopolitical factors that
could impact defense 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 | Capital Markets Advisors
North American Equities Desk
DUKE@arxadvisory.com