Item 1. Financial Statements
Item 1. Financial Statements.
DUKE ROBOTICS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2025
1
DUKE ROBOTICS CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2025
TABLE OF CONTENTS
Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Condensed Consolidated Interim Balance sheets as of September 30, 2025, and December 31,
2024
3
Unaudited Condensed Consolidated Interim Statements of Comprehensive loss for nine and three months ended September 30, 2025 and 2024
4
Unaudited Condensed Consolidated Interim
Statements of Stockholders’ Equity for the period of nine and three months ended September 30, 2025 and 2024
5
Unaudited Condensed Consolidated Interim Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
7
Notes to unaudited condensed consolidated financial statements
8 - 16
______________________
_______________________________
______________________
2
DUKE ROBOTICS CORP.
UNAUDITED CONDENSED
CONSOLIDATED INTERIM BALANCE SHEETS
(USD in thousands, except share and per share data)
September 30,
December 31,
2025
2024
A s s e t s
Current Assets
Cash and cash equivalents
361
1,256
Restricted Cash
35
31
Trade receivables
236
37
Other current assets
31
31
Total Current assets
663
1,355
Operating lease right-of-use asset and lease deposit
144
184
Property and equipment, net
181
88
Total assets
988
1,627
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable
109
92
Operating lease liability
68
60
Other liabilities
185
193
Total current liabilities
362
345
Related parties loans
328
322
Operating lease liability
76
109
Total liabilities
766
776
Stockholders’ Equity
Common stock of US$ 0.0001 par value each (“Common Stock”): 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024; issued and outstanding 54,218,813 shares as of September 30, 2025 and December 31, 2024.
5
5
Additional paid-in capital
12,158
12,008
Foreign currency translation adjustments
( 1 )
-
Accumulated deficit
( 11,940 )
( 11,162 )
Total stockholders’ equity
222
851
Total liabilities and stockholders’ equity
988
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)
Nine months ended
Three months ended
September 30
September 30
2025
2024
2025
2024
Revenues
359
72
216
72
Cost of revenues
( 156 )
( 41 )
( 93 )
( 41 )
Gross profit
203
31
123
31
Research and development expenses
( 79 )
( 137 )
( 34 )
( 20 )
General and administrative expenses
( 875 )
( 636 )
( 302 )
( 229 )
Operating loss
( 751 )
( 742 )
( 213 )
( 218 )
Financing income (expenses), net
( 17 )
44
( 17 )
7
Other loss
( 10 )
-
-
-
Net loss
( 778 )
( 698 )
( 230 )
( 211 )
Other comprehensive gain (loss) - Foreign currency translation adjustments
( 1 )
-
1
-
Comprehensive loss
( 779 )
( 698 )
( 229 )
( 211 )
Loss per share (basic and diluted)
( 0.01 )
( 0.01 )
( 0.00 )
( 0.00 )
Basic and diluted weighted average number of shares of common stock outstanding
54,668,813
54,645,820
54,668,813
54,668,813
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
Share based compensation for services
-
-
67
-
-
67
Foreign currency translation adjustments
-
-
-
( 2 )
-
( 2 )
Net loss for the period
-
-
-
-
( 269 )
( 269 )
BALANCE AT JUNE 30, 2025
54,218,813
5
12,085
( 2 )
( 11,710 )
378
Share based compensation for services
-
-
73
-
-
73
Foreign currency translation adjustments
-
-
-
1
-
1
Net loss for the period
-
-
-
-
( 230 )
( 230 )
BALANCE AT SEPTEMBER 30, 2025
54,218,813
5
12,158
( 1 )
( 11,940 )
222
(*) represents amount less than $1 thousand.
5
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, 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
Share based compensation for services
-
-
12
-
-
12
Warrants modification
-
-
230
-
( 230 )
-
Net loss for the period
-
-
-
-
( 278 )
( 278 )
BALANCE AT JUNE 30, 2024
54,218,813
5
12,007
-
( 10,664 )
1,348
Share based compensation for services
-
-
1
-
-
1
Net loss for the period
-
-
-
-
( 211 )
( 211 )
BALANCE AT SEPTEMBER 30, 2024
54,218,813
5
12,008
-
( 10,875 )
1,138
The
accompanying notes are an integral part of the condensed consolidated interim financial
statements.
6
DUKE ROBOTICS CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS
OF CASH FLOWS
(USD in thousands, except share and per share data)
Nine months ended
September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period
( 778 )
( 698 )
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation
52
17
Stock based compensation
150
28
Interest on loans from related parties
6
6
Reduction in the carrying amount of right-of-use assets
36
39
Change in operating lease liabilities
( 20 )
( 38 )
Loss from sale of property and equipment
10
-
Increase in trade receivable
( 199 )
( 72 )
Decrease (increase) in other current assets
( 4 )
1
Increase in accounts payable
14
17
Decrease in other liabilities
( 8 )
( 39 )
Net cash used in operating activities
( 741 )
( 739 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment
( 152 )
( 76 )
Net cash used in investing activities
( 152 )
( 76 )
Effect of exchange rate changes on cash and cash equivalents
2
-
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
( 891 )
( 815 )
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
1,287
2,281
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
396
1,466
Supplemental disclosure of cash flow information:
Non cash transactions:
Acquisition of vehicle via non-cash trade-in.
14
-
The accompanying notes are an integral part
of the condensed consolidated interim financial statements.
7
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).
8
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.
On June 13, 2025, Israel launched Operation “Rising
Lion”, a direct military campaign targeting Iranian nuclear and military infrastructure in response to escalating threats posed
by Iran’s long-range missile deployment and intelligence reports indicating imminent coordinated attacks. The United States joined
Israel in this military action. A ceasefire between Israel and Iran was declared by the United States on June 24, 2025. This action resulted
in increased regional instability and led to the temporary shutdown of our operations in Israel for several days.
On September 10, 2025, a ceasefire agreement was reached between Israel
and Hamas, effectively ending the large-scale military operations in the Gaza Strip. As part of the agreement, all remaining living Israeli
hostages in Gaza have been released and returned to Israel. A number of deceased hostages remains are to be returned, and the parties
continue to cooperate in that process. The ceasefire has generally held as of the date of these financial statements, although the security
situation remains fragile, and the risk of renewed hostilities persists.
Given that the majority of the Company’s operations are conducted
in Israel, and that all members of the Company’s board of directors and management, as well as most employees, consultants, and
service providers, are located in Israel, the Company is directly affected by the economic, political, geopolitical, and military conditions
impacting the region. As of September 30, 2025, the recent hostilities and the evolving security situation resulted in temporary disruptions
to our business, resulting in a decrease in revenues during the recent quarter, and may continue to have an adverse impact on certain
business activities. Any further escalation or expansion of the conflict could negatively affect both regional and global conditions,
and may adversely impact the Company’s business, financial condition, and results of operations.
9
DUKE ROBOTICS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
(USD in thousands, except share and per share data)
NOTE 1 – GENERAL (continue)
C. Going Concern
Since inception, the Company has incurred
losses and negative cash flows from operations and has an accumulated deficit of $ 12 million. The Company has financed its operations
mainly through fundraising from various investors.
Based on the projected cash flows and
cash balances as of September 30, 2025, management currently is of the opinion that its existing cash will be sufficient to fund its operations
through the second quarter of 2026. As a result, there is substantial doubt regarding the Company’s ability to continue as a going
concern.
Management plans to continue securing
sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds
may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient
financing, it may need to cease operations.
The financial statements do not include
adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going
concern
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 nine-months
ended September 30, 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.
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.
10
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)
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.
NOTE 3 –
EVENTS DURING THE PERIOD
A. 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 has filed a statement of defense against the complaint
and believes that the allegations are baseless and without merit and intends to vigorously defend Company’s rights. While at this
stage it is early to assess the likelihood or potential loss, if any, with respect to the complaint, the Company does not believe the
complaint will 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 September 30, 2025 in respect of the above complaint.
B. On January 29, 2021, the Company, through 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 the Company’s developed advanced robotic
system mounted on a UAS, armed with lightweight firearms. In the second quarter of 2025, the Company recognized revenues from royalties
for sales of the “Bird of Prey” stabilized weapons drone systems, pursuant to the Company’s Collaboration Agreement
with Elbit signed on January 29, 2021. The Company analyzed such revenues under ASC 606, Revenue from Contracts with Customers.
On March 24, 2025, the Company and
Elbit agreed to update the January 29, 2021 agreement, to expand the Collaboration Agreement to allow the Company to market the stabilized
weapons drone system technology that Elbit has been marketing and deploying under the brand name “Bird of Prey” 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 transactions resulting from its marketing activities, in addition to the royalties the
Company is entitled to receive as part of the original Collaboration Agreement.
11
DUKE ROBOTICS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
(USD in thousands, except share and per share data)
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 two years extension option under the above lease agreement.
B. The components of operating lease expense for the period ended September 30, 2025 and 2024 were as follows:
Nine months ended
September 30,
2025
2024
Operating lease expense
49
41
C. Supplemental cash flow information related to operating leases was as follows:
Nine months ended
September 30,
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
50
44
D. Supplemental balance sheet information related to operating leases was as follows:
September 30, December 31,
2025 2024
Operating leases:
Operating leases right-of-use asset and lease deposit 144 184
Current operating lease liabilities 68 60
Non-current operating lease liabilities 76 109
Total operating lease liabilities 144 169
Weighted average remaining lease term (years) 2.34 3.08
Weighted average discount rate 8.75 % 8.75 %
12
DUKE ROBOTICS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
(USD in thousands, except share and per share data)
NOTE 4 –
LEASES (continue)
E. Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:
2025
17
2026
73
2027
68
2028
1
Total operating lease payments
159
Less: imputed interest
( 15 )
Present value of lease liabilities
144
NOTE 5 -
SHARE BASED COMPENSATION
The following table presents the Company’s
stock option activity for the nine months ended September 30, 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 September 30, 2025
4,496,812
0.54
Number of options exercisable at September 30, 2025
2,426,812
0.81
The aggregate intrinsic value of the
awards outstanding as of September 30, 2025 is $ 297 . These amounts represent the total intrinsic value, based on the Company’s
stock price of $ 0.291 as of September 30, 2025, less the weighted exercise price.
The stock options outstanding as of
September 30, 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 September 30, 2025
0.0001 450,000 0.48 450,000
0.21 2,070,000 5.46 -
0.38 1,256,822 1.78 1,256,822
1.00 99,369 1.75 99,369
2.25 620,621 1.75 620,621
4,496,812 3.34 2,426,812
Compensation
expense recorded by the Company in respect of its share-based compensation awards for the nine months ended September 30, 2025 and 2024
were $ 150 and $ 28 , respectively. Share-based compensation awards for the three months ended September 30, 2025 and 2024 were $ 73 and
$ 1 , respectively These expenses are included in General and Administrative expenses in the Statements of Operations.
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
A. Transactions and balances with related parties
Nine months ended
September 30
Three months ended
September 30
2025
2024
2025
2024
General and administrative expenses:
Directors and Officers compensation (1)
483
339
181
136
(1) Share base compensation
111
11
52
(*
)
Financing:
Financing expense
6
6
2
2
(*) Less than 1 thousand
B. Balances with related parties:
As of
September 30,
As of
December 31,
2025
2024
Other accounts liabilities
64
43
Loans
328
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 .
14
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)
E . On March 18, 2025, the board
of directors of the Company approved the following grants pursuant to the 2021 Plan (see also note 5 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.
( 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.
15
DUKE ROBOTICS CORP.
NOTES TO UNAUDITED
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(USD in thousands,
except share and per share data)
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 Company refined the name of the segment previously referred to
as ‘Revenue from drones insulators washing’ to ‘Revenues from civil applications segment’ to better reflect its
nature. The change had no impact on the composition or nature of the segment’s activities.
The following table presents information
about the Company’s reportable segments for the nine and three months ended September 30, 2025 and 2024. The Company has not changed
the composition of its reportable segments since its last annual report.
Nine months ended
Three months ended
September 30
September 30
2025
2024
2025
2024
Revenue from civil applications segment
343
72
216
72
Cost of revenues from civil applications segment
( 156 )
( 41 )
( 93 )
( 41 )
Gross profit
187
31
123
31
Gross profit from other revenues
16
-
-
-
Research and development expenses
( 79 )
( 137 )
( 34 )
( 20 )
Depreciation
( 13 )
( 14 )
( 4 )
( 4 )
Professional services
( 539 )
( 483 )
( 182 )
( 187 )
Share base compensation
( 150 )
( 28 )
( 73 )
( 1 )
Other general and administrative expenses
( 173 )
( 111 )
( 43 )
( 37 )
Operating loss
( 751 )
( 742 )
( 213 )
( 218 )
Interest expenses
( 101 )
( 76 )
( 30 )
( 30 )
Interest income
84
120
13
37
Other expenses
( 10 )
-
-
-
Net loss
( 778 )
( 698 )
( 230 )
( 211 )
For the nine months ended September 30, 2025 and 2024, the Company’s
operations were mostly confined to Israel. As of September 30, 2025 and 2024, fixed assets of the Company were located in Israel and Greece.
NOTE 8 – SUBSEQUENT EVENTS
On October 15, 2025, the Company filed a Certificate of Amendment to
its Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State, to increase its authorized
shares of Common Stock, from 100,000,000 shares of Common Stock to 350,000,000 shares of Common Stock, as well as to permit
the issuance of up to 10,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share. The “blank-check”
preferred stock may have such rights and preferences as may be designated by the Company’s Board of Directors from time to time.
The Certificate of Amendment was effective upon filing on October 15, 2025.
16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.