DUKE Robotics Corp. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section of our Annual Report for the fiscal year ended December 31, 2024 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis . We are a robotics company developing advanced robotics and drone-based systems. Our advanced robotic system enables remote, real-time, pinpoint accurate firing of small arms and light weapons that can achieve pinpoint accuracy regardless of the movement of the weapons platform or the target. We also introduced an insulator cleaning drone, which is a drone technology for conducting routine maintenance of critical infrastructure for cleaning electric utility cable insulators. We were founded in 2014 as Unlimited Aerial Systems, LLP (“UAS LLP”), and until the consummation of the Share Exchange Agreement (as hereinafter defined), we were a developer and manufacturer of commercial unmanned aerial systems, or drones, intending to provide a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first responder markets. On March 9, 2020, we closed on the Share Exchange Agreement (the “Share Exchange Agreement”), under which Duke Robotics, Inc., a Delaware corporation (“Duke Inc.”) became our majority-owned subsidiary (the “Share Exchange”). Such closing date is referred to as the “Effective Time.” As a result of the Share Exchange, the Company adopted the business plan of Duke Inc. On April 29, 2020, we, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”), under which UAS Sub was to merge, upon the satisfaction of customary closing conditions, with and into Duke Inc., with Duke Inc. surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Under the Merger Agreement, we intended to acquire the remaining outstanding shares of Duke Inc. held by those certain Duke Inc. shareholders who did not participate in the Share Exchange. On June 25, 2020, Duke Inc. filed a Certificate of Merger with the State of Delaware, and consequently, Duke Inc. became our wholly-owned subsidiary and the Short-Form Merger was consummated. On January 29, 2021, we, through Duke Airborne Systems Ltd. (“Duke Israel”), and Elbit Systems Land Ltd., an Israeli corporation (“Elbit”), entered into a collaboration agreement (the “Collaboration Agreement”) for the global marketing and sales, and the production and further development by Elbit of our developed advanced robotic system mounted on a UAS, armed with lightweight firearms, which we then marketed under the commercial name “TIKAD.” On April 2, 2025 we and Elbit executed a supplement letter (the “Supplement Letter”) to the Collaboration Agreement relating to the stabilized weapons drone system technology that Elbit has been marketing and deploying under the brand name “Birds of Prey”. Pursuant to the Supplement Letter, we and Elbit have agreed to expand their collaboration to allow us to market the system to military, defense, home-land security and para-military customers, in coordination with Elbit. We 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. 15 On August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone technology for conducting routine maintenance of critical infrastructure, and has signed an agreement with Israel Electric Corporation (the “IEC”) to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we completed our obligations under the agreement with the IEC. This was followed in August 2024, by a new agreement with the IEC to utilize our innovative IC Drone system for cleaning electric utility cable insulators. On May 12, 2025, we announced the successful commencement of our 2025 insulator cleaning activity in Israel with the IEC under our previously announced service agreement. On June 10, 2025, we announced the launch of our next-generation IC Drone System - the ICDS2 - representing a significant technological advancement in our innovative utility maintenance drone solution. The ICDS2 features several key technological advancements over its predecessor, featuring extended flight time, higher payload capacity, enhanced stability, advanced radar and improved cleaning durability. It has been successfully deployed at the start of the insulator cleaning season in May 2025, marking a full-season operational timeline compared to 2024’s mid-season commencement. Duke Inc. has a wholly-owned subsidiary, Duke Israel, which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke Inc. after its incorporation. Our mailing address is 10 HaRimon Street, Mevo Carmel Science and Industrial Park, Israel 2069203, and our telephone number is 011-972-4-8124101. Our website address is https://dukeroboticsys.com/. Effective as of October 22, 2020, our Common Stock began to be quoted on the OTCQB tier Venture Market, under the symbol “USDR”. On October 28, 2024, we filed a certificate of amendment (the “Certificate of Amendment”) to our 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. In connection with the Certificate of Amendment, we also filed an issuer notification form with the Financial Industry Regulatory Authority (“FINRA”) reflecting our name change and requesting a change in our trading symbol from “USDR” to “DUKR”. Effective as of market open on Monday, November 4, 2024, the name changed to DUKE Robotics Corp. and the transition of our OTCQB ticker symbol from “USDR” to “DUKR” took effect. On February 18, 2025, we announced that we established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary, formed under the laws of Greece, and on February 24, 2025 we appointed Mrs. Alexandra Papaconstantinou to provide management services as the Managing Director of Duke Greece. Critical Accounting Policies In connection with the preparation of our financial statements, we were required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Regularly, management reviews the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and by accounting principles generally accepted in the United States of America. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Please see Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for the summary of significant accounting policies. In addition, reference is made to Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of our Annual Report on Form 10-K for the year ended December 31, 2024 (filed on March 20, 2025) concerning our Critical Accounting Policies and Estimates. Results of Operations Comparison of the three months ended June 30, 2025 and 2024 Revenues . Revenues for the three months ended June 30, 2025 amounted to $143,000, compared to no revenues during the three months ended June 30, 2024. The primary reason for the increase in revenues is attributable to revenues from our IC Drone insulator cleaning activities. Initial revenues from royalties for sales of the “Birds of Prey” stabilized weapons drone systems, through our Collaboration Agreement with Elbit, contributed for the first time to our revenues for the period, while the majority of the revenues for the period continued to be generated from our IC Drone insulator cleaning activities. 16 Cost of revenues. Our cost of revenues for the three months ended June 30, 2025, amounted to $55,000, compared to no cost of revenues for the three months ended June 30, 2024. The increase in cost of revenues was mainly due to the costs associated with our IC Drone insulator cleaning activities. Research and Development. Our research and development expenses for the three months ended June 30, 2025, amounted to $24,000, compared to $78,000 for the three months ended June 30, 2024. The decrease in research and development expenses was mainly due to allocating more resources to the execution of our IC Drone insulator cleaning activities, and less on development activities. General and Administrative. Our general and administrative expenses for the three months ended June 30, 2025, which consisted primarily of professional services, stock-based compensation expenses and legal expenses, amounted to $314,000, compared to $215,000 for the three months ended June 30, 2024. The increase in general and administrative expenses for the three months ended June 30, 2025 was mainly due to an increase in professional services and in stock-based compensation expenses. Financial Income (expenses), net. For the three months ended June 30, 2025, we had financial expenses of $8,000 compared to financial income of $15,000 for the three months ended June 30, 2024. The reason for the decrease in financial income for the three months ended June 30, 2025, was mainly due to the decrease in our cash bank deposits which resulted in a decrease in interest income. Net Loss. We incurred a net loss of $269,000 for the three months ended June 30, 2025 as compared to a net loss of $278,000 for the three months ended June 30, 2024, for the reasons set forth above. Comparison of the six months ended June 30, 2025 and 2024 Revenues . Revenues for the six months ended June 30, 2025 amounted to $143,000, compared to no revenues during the six months ended June 30, 2024. The primary reason for the increase in revenues is attributable to revenues from our IC Drone insulator cleaning activities. Initial revenues from royalties for sales of the “Birds of Prey” stabilized weapons drone systems, through our Collaboration Agreement with Elbit, contributed for the first time to our revenues for the period, while the majority of the revenues for the period continued to be generated from our IC Drone insulator cleaning activities. Cost of revenues. Our cost of revenues for the six months ended June 30, 2025, amounted to $63,000, compared to $0 for the six months ended June 30, 2024. The increase in cost of revenues was mainly due to our IC Drone insulator cleaning activities. Research and Development. Our research and development expenses for the six months ended June 30, 2025, amounted to $45,000, compared to $117,000 for the six months ended June 30, 2024. The decrease in research and development expenses was mainly due to allocating more resources to the execution of our IC Drone insulator cleaning activities, and less on development activities. General and Administrative. Our general and administrative expenses for the six months ended June 30, 2025, which consisted primarily of professional services, stock-based compensation expenses and legal expenses, amounted to $573,000, compared to $406,000 for the six months ended June 30, 2024. The increase in general and administrative expenses for the six months ended June 30, 2025 was mainly due to an increase in professional services and in stock-based compensation expenses. 17 Financial Income, net. For the six months ended June 30, 2025, we had financial income of less than $1,000 compared to financial income of $36,000 for the six months ended June 30, 2024. The reason for the decrease in financial income for the six months ended June 30, 2025, was mainly due to the decrease in our cash bank deposits which resulted in a decrease in interest income. Net Loss. We incurred a net loss of $548,000 for the six months ended June 30, 2025 as compared to a net loss of $487,000 for the six months ended June 30, 2024, for the reasons set forth above. Liquidity and Capital Resources We had $581,000 in cash on June 30, 2025 versus $ 1,766,000 in cash on June 30, 2024. The reason for the decrease in our cash balance was due to the operating expenses described above. Cash used in operations for the six months ended June 30, 2025 was $578,000 as compared to cash used in operations of $514,000 for the six months ended June 30, 2024. The reason for the increase in cash used in operations is mainly related to increase in our operating expenses described above. Net cash used in investing activities was $96,000 for the six months ended June 30, 2025, as compared to net cash used in investing activities of $0 for the six months ended June 30, 2024. The increase is mainly related to purchase of property and equipment. On May 11, 2021, we entered into securities purchase agreements with eight (8) non-U.S. Investors, pursuant to which we, in a private placement offering, agreed to issue and sell to investors an aggregate of: (i) 12,500,000 shares of our Common Stock at a price of $0.40 per share; and (ii) warrants to purchase 12,500,000 of our Common Stock. The warrants were exercisable immediately and for a term of 18 months and have an exercise price of $0.40 per share. The aggregate gross proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April 5, 2022, we entered into an agreement with the Investors pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023, we and the Investors executed a second extension agreement, such that the term of the warrants was extended to expire on November 11, 2024. On June 20, 2024, we entered into a Warrant Amendment Agreement with the Investors to amend the terms of the warrants issued in connection with the May 11, 2021 securities purchase agreements. Under the Warrant Amendment Agreement, we and the Investors agreed to: (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price, increasing it from $0.40 per share to $0.65 per share; and (iii) include a beneficial ownership blocker that limits the exercise of such warrants if the exercise would result in the holder beneficially owning more than 19.99% of the Company’s common stock immediately following the exercise. We believe that we have sufficient cash to fund our operations for at least the next 12 months. Readers are advised that available resources may be consumed more rapidly than currently anticipated, resulting in the need for additional funding sooner than expected. Should this occur, we will need to seek additional capital earlier than anticipated in order to fund (1) further development and, if needed (2) expenses which will be required in order to expand manufacturing of our products, (3) sales and marketing efforts and (4) general working capital. Such funding may be unavailable to us on acceptable terms, or at all. Our failure to obtain such funding when needed could create a negative impact on our stock price or could potentially lead to the failure of our company. This would particularly be the case if we are unable to commercially distribute our products and services in the jurisdictions and in the timeframes we expect. 18 Off-Balance Sheet Arrangements As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company and therefore are not required to provide the information for this item of Form 10-Q.