DUKE Robotics Corp. 10-Q

Item 1. Financial Statements. DUKE ROBOTICS CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF MARCH 31, 2025 1 DUKE ROBOTICS CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF MARCH 31, 2025 TABLE OF CONTENTS Page CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: Unaudited Condensed Consolidated Interim Balance sheets as of March 31, 2025, and December 31, 2024 3 Unaudited Condensed Consolidated Interim Statements of Comprehensive loss for three months ended March 31, 2025 and 2024 4 Unaudited Condensed Consolidated Interim Statements of Stockholders’ Equity for the period of three months ended March 31, 2025 and 2024 5 Unaudited Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2025 and 2024 6 Notes to unaudited condensed consolidated financial statements 7 - 14 _________________________________ ____________________________________________ _________________________________ 2 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (USD in thousands, except share and per share data) March 31, December 31, 2025 2024 Assets Current Assets Cash and cash equivalents 1,014 1,256 Restricted Cash 30 31 Trade receivables - 37 Other current assets 30 31 Total Current assets 1,074 1,355 Operating lease right-of-use asset and lease deposit 169 184 Property and equipment, net 100 88 Total assets 1,343 1,627 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable 111 92 Operating lease liability 60 60 Other liabilities 172 193 Total current liabilities 343 345 Related parties loans 324 322 Operating lease liability 94 109 Total liabilities 761 776 Stockholders’ Equity Common stock of US$ 0.0001 par value each (“Common Stock”): 100,000,000 shares authorized as of March 31, 2025 and December 31, 2024; issued and outstanding 54,218,813 shares as of March 31, 2025 and December 31, 2024. 5 5 Additional paid-in capital 12,018 12,008 Accumulated deficit ( 11,441 ) ( 11,162 ) Total stockholders’ Equity 582 851 Total liabilities and stockholders’ Equity 1,343 1,627 The accompanying notes are an integral part of the condensed consolidated interim financial statements. 3 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (USD in thousands, except share and per share data) Three months ended March 31 2025 2024 Revenues - - Cost of revenues ( 8 ) - Gross loss ( 8 ) - Research and development expenses ( 22 ) ( 38 ) General and administrative expenses ( 258 ) ( 192 ) Operating loss ( 288 ) ( 230 ) Financing income, net 9 21 Net loss ( 279 ) ( 209 ) Other comprehensive loss - Foreign currency translation adjustments (*) - - Comprehensive loss ( 279 ) ( 209 ) Loss per share (basic and diluted) ( 0.01 ) ( 0.00 ) Basic and diluted weighted average number of shares of common stock outstanding 54,668,813 54,486,313 (*) represents amount less than $1 thousand. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 4 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (USD in thousands, except share and per share data) Number of Shares Amount Additional paid- in capital Foreign currency translation adjustments Accumulated deficit Total stockholders’ equity BALANCE AT DECEMBER 31, 2024 54,218,813 5 12,008 - ( 11,162 ) 851 Share based compensation for services - - 10 - - 10 Foreign currency translation adjustments - - - (* ) - (* ) Net loss for the period - - ( 279 ) ( 279 ) BALANCE AT MARCH 31, 2025 54,218,813 5 12,018 * ( 11,441 ) 582 Number of Shares Amount Additional paid- in capital Foreign currency translation adjustments Accumulated deficit Total stockholders’ equity BALANCE AT DECEMBER 31, 2023 54,218,813 5 11,750 - ( 9,947 ) 1,808 Share based compensation for services - - 15 - - 15 Net loss for the period - - - - ( 209 ) ( 209 ) BALANCE AT MARCH 31, 2024 54,218,813 5 11,765 - ( 10,156 ) 1,614 (*) represents amount less than $1 thousand. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 5 DUKE ROBOTICS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (USD in thousands, except share and per share data) Three months ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Loss for the period ( 279 ) ( 209 ) Adjustments required to reconcile net loss for the period to net cash used in operating activities: Depreciation 13 5 Stock based compensation 10 15 Interest on loans from related parties 2 2 Reduction in the carrying amount of right-of-use assets 11 13 Change in operating lease liabilities ( 11 ) ( 13 ) Decrease in trade receivable 37 - Decrease in other current assets 1 18 Increase in accounts payable 19 11 Decrease in other liabilities ( 21 ) ( 11 ) Net cash used in operating activities ( 218 ) ( 169 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 25 ) - Net cash used in investing activities ( 25 ) - Effect of exchange rate changes on cash and cash equivalents -(* ) -(* ) DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 243 ) ( 169 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 1,287 2,281 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD 1,044 2,112 (*) represents amount less than $1 thousand. The accompanying notes are an integral part of the condensed consolidated interim financial statements. 6 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL A. DUKE ROBOTICS CORP. (formerly UAS Drone Corp.) (“the Company”) was incorporated under the laws of the State of Nevada on February 4, 2015. On March 9, 2020, the Company closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. (“Duke Inc.”) a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc. has a wholly-owned subsidiary, Duke Airborne Systems Ltd. (“Duke Israel,” and collectively with Duke Inc., “Duke”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation. On April 29, 2020, the Company, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which UAS Sub merged with and into Duke Inc., with Duke Inc. surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $ 0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned subsidiary of the Company. Following the above transactions, Duke Israel became a wholly-owned subsidiary of Duke Inc., which is a wholly-owned subsidiary of the Company. On February 18, 2025, the Company established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary, formed under the laws of Greece, to support the ongoing global commercialization efforts of the Company’s Insulator Cleaning (“IC”) Drone system. The Company (collectively with Duke and Duke Greece, the “Group”) is a robotics company dedicated to developing an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons as well as other civilian applications, with an emphasis in the field of routine infrastructure maintenance. The Company offers high-voltage insulator washing abilities using its innovative IC Drone system. This technology provides an efficient and safe method for cleaning high-voltage insulators, improving their performance, enhancing safety, and reducing maintenance costs. On October 28, 2024, the Company filed a certificate of amendment to its Articles 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. The Company’s Common Stock is quoted on the OTC Markets Group, Inc.’s OTCQB® tier Venture Market, under the symbol “DUKR” (“USDR” prior to November 4, 2024). 7 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL (continue) B. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of horrific terrorist attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war and commenced a military campaign in Gaza against Hamas. Since the commencement of these events, there have been additional active hostilities, including military operations focused in southern Lebanon against Hezbollah, air force operations against the Houthi movement in Yemen and multiple airstrikes in Iran, in response to Iranian missile attacks. In October 2024, Israel began ground operations against Hezbollah in Lebanon culminating in a 60-day cease fire agreed to between Israel and Lebanon on November 27, 2024. On January 27, 2025, the ceasefire between Israel and Lebanon was extended to February 18, 2025. Following February 18, 2025, Israeli forces retained control over strategic positions in southern Lebanon while seeking for diplomatic efforts to resolve the dispute. While ceasefire agreements have been reached in the past, there is no guarantee that the parties will succeed with complying with the terms of such agreements and, accordingly, it is possible that these hostilities will resume with little to no warning and that additional terrorist organizations and, possibly, countries will actively join the hostilities. Such clashes may escalate in the future into a greater regional conflict. Due to the fact that most of our operations are conducted in Israel and all members of the Company’s board of directors, management, as well as a majority of its employees and consultants, including employees of its service providers, are located in Israel, the Company’s business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Although the current war has not materially impacted the Company’s business or operations as of the date of this report, any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect the Company’s business, financial condition, and results of operations. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the financial condition, results of operations, changes in shareholders equity and cash flows for three-months ended March 31, 2025. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2025. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2024 included in the Company’s Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. 8 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) The accompanying unaudited condensed consolidated interim financial statements are prepared in accordance with GAAP. The unaudited condensed consolidated interim financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Liquidity Since inception, the Company has incurred losses and negative cash flows from operations. The Company has financed its operations mainly through fundraising from various investors. Based on the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that its existing cash will be sufficient to meet its obligations for a period which is longer than 12 months from the date of the approval of these consolidated financial statements. New Accounting Pronouncements In November 2024, the Financial Accounting Standards Board issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures Subtopic 220-40, “Disaggregation of Income Statement Expenses” which addresses requests from investors for more detailed information about certain expenses and requires disclosure of the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption presented on the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and should be applied on a prospective basis, however retrospective application is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. 9 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 3 – EVENTS DURING THE PERIOD On March 23, 2025, a complaint was filed against Duke Israel, by LOOL T.V. Ltd. (the “Plaintiff”), an Israeli company, in the Tel Aviv-Yafo Magistrate’s Court. The complaint asserts that pursuant to an agreement of principles between Duke Israel and the Plaintiff, Duke Israel is in breach of the agreement, specifically with respect to an allegation that the parties were required to set up a partnership with respect to certain services provided to the Israel Electric Corporation (the “IEC"). The complaint asserts a claim for breach of contract, unlawful use of intellectual property that is not exclusively owned by Duke Israel and unjust enrichment with regards to the agreement of principles. In addition, the Plaintiff’s complaint seeks an order for a permanent injunction to prevent Duke Israel from continuing providing these services to the IEC, and an order to enforce the agreement of principles ordering Duke Israel to act as necessary to establish a partnership or joint venture. The Company believes that the allegations are baseless and without merit and intends to vigorously defend Company’s rights. In addition, the complaint does not impact the continued performance of the agreement between Duke Israel and IEC, and the Company does not believe the complaint will have a material effect on its business, financial condition or results of operations. No accrual was made in the financial statements as of March 31, 2025 in respect of the above complaint. NOTE 4 – LEASES A. On April 4, 2022, the Company signed a lease agreement for an office space in Mevo Carmel Science and Industry Park, Israel for a term of 3 years, with an option to extend the term of the lease agreement for an additional 2 years. The monthly lease payments under the lease agreement, for the first two years are NIS 16.5 (approximately $ 4.6 ) and for the third year NIS 17.2 (approximately $ 4.8 ). The monthly lease payments for the option period will be agreed between the parties, with a minimum increase of 5 % above the third year monthly payment. Lease payment are linked to the Israeli Consumer Price Index. The property became available for Company’s use in February 2023. Based on the lease agreement terms, the Company made a deposit of $ 15 as a guarantee for its lease commitments. The Company estimated at December 31, 2024, that it will utilize the 2 year extension option under the above lease agreement. B. The components of operating lease expense for the period ended March 31, 2025 and 2024 were as follows: Three months ended March 31, 2025 2024 Operating lease expense 16 14 C. Supplemental cash flow information related to operating leases was as follows: Three months ended March 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 16 15 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 0 - 10 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 4 – LEASES (continue) D. Supplemental balance sheet information related to operating leases was as follows: March 31, December 31, 2025 2024 Operating leases: Operating leases right-of-use asset and lease deposit 169 184 Current operating lease liabilities 60 60 Non-current operating lease liabilities 94 109 Total operating lease liabilities 154 169 Weighted average remaining lease term (years) 2.84 3.08 Weighted average discount rate 8.75 % 8.75 % E. Future minimum lease payments under non-cancellable leases as of March 31, 2025 were as follows: 2025 46 2026 65 2027 60 2028 1 Total operating lease payments 172 Less: imputed interest ( 18 ) Present value of lease liabilities 154 11 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 5 – SHARE BASED COMPENSATION The following table presents the Company’s stock option activity the three months ended March 31, 2025: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2024 2,426,812 0.81 Granted 2,070,000 0.21 Exercised - - Forfeited or expired - - Outstanding at March 31, 2025 4,496,812 0.54 Number of options exercisable at March 31, 2025 2,426,812 0.81 The aggregate intrinsic value of the awards outstanding as of March 31, 2025 is $ 82 . These amounts represent the total intrinsic value, based on the Company’s stock price of $ 0.183 as of March 31, 2025, less the weighted exercise price. The stock options outstanding as of March 31, 2025, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life –years Stock options exercisable As of March 31, 2025 0.0001 450,000 0.98 450,000 0.21 2,070,000 5.96 - 0.38 1,256,822 2.28 1,256,822 1.00 99,369 2.25 99,369 2.25 620,621 2.25 620,621 4,496,812 3.84 2,426,812 Compensation expense recorded by the Company in respect of its share-based compensation awards for the three months ended March 31, 2025 and 2024 were $ 10 and $ 15 , respectively. These expenses are included in General and Administrative expenses in the Statements of Operations. 12 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 6 – RELATED PARTIES A. Transactions and balances with related parties Three months ended March 31, 2025 2024 General and administrative expenses: Directors and Officers compensation (*) 120 97 (*) Share base compensation 5 7 Financing: Financing expense 2 2 B. Balances with related parties: As of March 31, As of December 31, 2025 2024 Other accounts liabilities 43 43 Loans 324 322 C . On February 24, 2025, the Company executed a consulting agreement with Mrs. Alexandra Papaconstantinou to provide management services as the Managing Director of Duke Greece. D . On March 18, 2025, the board of directors of the Company approved an increase in the amount of shares of Common Stock available under the 2021 Equity Incentive Plan (the “2021 Plan”) from 4,800,000 to 9,000,000 . E . On March 18, 2025, the board of directors of the Company approved the following grants pursuant to the 2021 Plan (see also note 4 above): (i) Options to purchase 1,000,000 shares of Common Stock to Mr. Yossef Balucka, CEO, at an exercise price of $ 0.21 per share, and vest in three equal installments of 33 % at the end of each year. The options expire after six ( 6 ) years from the date of grant, and such other terms and conditions set forth in the 2021 Plan. (ii) Options to purchase 500,000 shares of Common Stock to Mr. Vadim Maor, Company’s CTO nominated at March 18, 2025, at an exercise price of $ 0.21 per share. The options have the following vesting schedule: 33 % of the options will vest after 12 months and the remaining portion will vest in eight equal installments over eight quarters. The options expire after six ( 6 ) years from the date of grant, and such other terms and conditions set forth in the 2021 Plan. 13 DUKE ROBOTICS CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 6 – RELATED PARTIES (continue) (iii) Options to purchase 120,000 shares of Common Stock to Ms. Keren Gousman Golan, director at an exercise price of $ 0.21 per share and vest in three equal installments of 33 % at the end of each year. The options expire after six ( 6 ) years from the date of grant, and such other terms and conditions set forth in the 2021 Plan. (iv) Options to purchase 400,000 shares of Common Stock to Mrs. Alexandra Papaconstantinou, Managing Director of Duke Greece. The options were granted at an exercise price of $ 0.21 per share and vest in three equal installments of 33 % at the end of each year. The options expire after six ( 6 ) years from the date of grant, and such other terms and conditions set forth in the 2021 Plan. (v) Options to purchase 50,000 shares of Common Stock to Mr. Shlomo Zakai, CFO, at an exercise price of $ 0.21 per share, and vest in three equal installments of 33 % at the end of each year. The options expire after six ( 6 ) years from the date of grant, and such other terms and conditions set forth in the 2021 Plan. NOTE 7 – SEGMENT INFORMATION The Company has one operating and reportable segment, drone insulators washing activity. The chief operating decision maker evaluates segment performance primarily based on segment operating loss. The following table presents information about the Company’s reportable segments for the three months ended March 31, 2025 and 2024. The Company has not changed the composition of its reportable segments since its last annual report. Three months ended March 31 2025 2024 Revenue from drones insulators washing - - Cost of revenues from drones insulators washing ( 8 ) - Gross profit ( 8 ) - Research and development expenses ( 22 ) ( 38 ) Depreciation ( 13 ) ( 5 ) Professional services ( 175 ) ( 141 ) Share base compensation ( 10 ) ( 15 ) Other general and administrative expenses ( 60 ) ( 31 ) Operating loss ( 288 ) ( 230 ) Interest expenses ( 30 ) ( 23 ) Interest income 39 44 Net loss ( 279 ) ( 209 ) For the three months ended March 31, 2025 and 2024, the Company’s operations were mostly confined to Israel. As of March 31, 2025 and 2024, all of the fixed assets of the Company were located in Israel. 14