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DUKE Robotics Corp

For the period ended Sep 30, 2024. Filed Nov 13, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 13, 2024

DUKR$3.01+4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-07.

0001213900-24-066102

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-13.

0001213900-24-097438

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 32 previous paragraphs and 36 current paragraphs.

14 unchanged; 14 reworded; 8 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

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.

Current report

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 its 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 its OTCQB ticker symbol from “USDR” to “DUKR” took effect.

Current report

Revenues. Our revenue for the three months ended September 30, 2024, totaled $72,000, compared to no revenue during the three months period ended September 30, 2023. The increase in revenues is attributable to the launch of our commercial IC Drone for purposes of power grid insulator cleaning activities with the IEC, which commenced in the third quarter of 2024.

Current report

Cost of revenues. Our cost of revenues for the three months ended September 30, 2024, totaled $41,000, compared to no cost of revenue during the three months period ended September 30, 2023. The increase isattributable to the launch of our commercial IC Drone power grid insulator cleaning activity with the IEC, which commenced in the third quarter of 2024.

Current report

Comparison of the nine months ended September 30, 2024 and 2023

Current report

Revenues. Our revenue for the nine months ended September 30, 2024 totaled $72,000, compared to no revenue during the nine months period ended September 30, 2023. The increase in revenues is attributable to the launch of our commercial IC Drone for purposes of power grid insulator cleaning activities with the IEC, which commenced in the third quarter of 2024.

Current report

Cost of revenues. Our cost of revenues for the nine months ended September 30, 2024, totaled to $41,000, compared to no cost of revenue during the nine months period ended September 30, 2023. The increase isattributable to the launch of our commercial IC Drone power grid insulator cleaning activity with the IEC, which commenced in the third quarter of 2024.

Current report

Financial Income, net. For the nine months ended September 30, 2024, we had financial income of $44,000 compared to financial income of $69,000 for the nine months ended September 30, 2023. The reason for the decrease in financial income for the nine months ended September 30, 2024, was mainly due to decrease in revenues from interest on our bank deposits.
Removed paragraphs (3)

Previous report

Revenues. During the three months ended June 30, 2024 and 2023, we had no revenues.

Previous report

Revenues. We did not generate any revenues during the six months ended June 30, 2024 and 2023.
Reworded paragraphs (14)

Previous wording

On March 9, 2020, we closed on the Share Exchange Agreement (the “Share Exchange Agreement”), under which Duke Robotics, Inc., a Delaware corporation (“Duke”) 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.

Current wording

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.

Previous wording

On April 29, 2020, we, Duke, 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, with Duke surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Under the Merger Agreement, we intended to acquire the remaining outstanding shares of Duke held by those certain Duke shareholders who did not participate in the Share Exchange. On June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became our wholly-owned subsidiary and the Short-Form Merger was consummated.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Duke 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 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/.

Current wording

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/.

Previous wording

Effective as of October 22, 2020, the Company’s common stock began to be quoted on the OTCQB tier Venture Market, under the symbol “USDR”.

Current wording

Effective as of October 22, 2020, our common stock began to be quoted on the OTCQB tier Venture Market, under the symbol “USDR”.

Previous wording

Research and Development. Our research and development expenses for the three months ended June 30, 2024, amounted to $78,000, compared to $0 for the three months ended June 30, 2023. The increase in research and development expenses was mainly due to our continuing with research and development activities in 2024 following the completion of the agreement with the IEC towards the end of 2023.

Current wording

Research and Development. Our research and development expenses for the three months ended September 30, 2024, amounted to $20,000, compared to $0 for the three months ended September 30, 2023. The increase in research and development expenses was mainly due to our continuous research and development efforts in 2024 following the completion of the agreement with the IEC towards the end of 2023.

Previous wording

General and Administrative. Our general and administrative expenses for the six months ended June 30, 2024, which consisted primarily of professional services, stock-based compensation expenses and legal expenses, amounted to $406,000, compared to $408,000 for the six months ended June 30, 2023. The decrease in general and administrative expenses for the six months ended June 30, 2024 was mainly due to decrease in share-based compensation expenses partially offset by an increase in professional services and in rent and office expenses.

Current wording

General and Administrative. Our general and administrative expenses for the three months ended September 30, 2024, which consisted primarily of professional services and legal expenses, amounted to $229,000, compared to $173,000, for the three months ended September 30, 2023. The increase in general and administrative expenses for the three months ended September 30, 2024, was mainly due to an increase in professional services partially offset by a decrease in share-based compensation expenses.

Previous wording

Financial Income, net. For the three months ended June 30, 2024, we had financial income of $15,000 compared to financial income of $23,000 for the three months ended June 30, 2023.

Current wording

Financial Income, net. For the three months ended September 30, 2024, we had financial income of $7,000 compared to financial income of $23,000 for the three months ended September 30, 2023. The reason for the decrease in financial income for the three months ended September 30, 2024, was mainly due to decrease in income from interest on our bank deposits.

Previous wording

Net Loss. We incurred a net loss of $487,000 for the six months ended June 30, 2024 as compared to a net loss of $362,000 for the six months ended June 30, 2023, for the reasons set forth above.

Current wording

Net Loss. We incurred a net loss of $211,000 for the three months ended September 30, 2024, as compared to $150,000 for the three months ended September 30, 2023, for the reasons set forth above.

Previous wording

Research and Development. Our research and development expenses for the six months ended June 30, 2024, amounted to $117,000, compared to $0 for the six months ended June 30, 2023. The increase in research and development expenses was mainly due to our continuing with research and development activities in 2024 following the completion of the agreement with IEC towards the end of 2023.

Current wording

Research and Development. Our research and development expenses for the nine months ended September 30, 2024, amounted to $137,000, compared to $0 for the nine months ended September 30, 2023. The increase in research and development expenses was mainly due to our continuous research and development efforts in 2024 following the completion of the agreement with the IEC towards the end of 2023.

Previous wording

General and Administrative. Our general and administrative expenses for the three months ended June 30, 2024, which consisted primarily of professional services, stock-based compensation expenses and legal expenses, amounted to $215,000, compared to $206,000 for the three months ended June 30, 2023. The increase in general and administrative expenses for the three months ended June 30, 2024 was mainly due to an increase in professional services and in rent and office expenses partially offset by a decrease in share-based compensation expenses.

Current wording

General and Administrative. Our general and administrative expenses for the nine months ended September 30, 2024, which consisted primarily of professional services and legal expenses, amounted to $636,000, compared to $581,000 for the nine months ended September 30, 2023. The increase in general and administrative expenses for the nine months ended September 30, 2024, was mainly due to an increase in professional services and in rent and office expenses partially offset by a decrease in share-based compensation expenses.

Previous wording

Net Loss. We incurred a net loss of $278,000 for the three months ended June 30, 2024 as compared to a net loss of $183,000 for the three months ended June 30, 2023, for the reasons set forth above.

Current wording

Net Loss. We incurred a net loss of $698,000 for the nine months ended September 30, 2024, as compared to a net loss of $512,000 for the nine months ended September 30, 2023, for the reasons set forth above.

Previous wording

We had $1,766,000 in cash on June 30, 2024 versus $2,419,000 in cash on June 30, 2023. The reason for the decrease in our cash balance was due to our development efforts and operating expenses describe above. Cash used in operations for the six months ended June 30, 2024 was $514,000 as compared to cash used in operations of $410,000 for the six months ended June 30, 2023. The reason for the increase in cash used in operations is mainly related to our net loss, an increase in other current assets and a decrease in other liabilities.

Current wording

We had $1,436,000 in cash on September 30, 2024, versus $2,358,000 in cash on September 30, 2023. The reason for the decrease in our cash balance was due to our development efforts and operating expenses described above. Cash used in operations for the nine months ended September 30, 2024, was $739,000 as compared to cash used in operations of $469,000 for the nine months ended September 30, 2023. The reason for the increase in cash used in operations is related to an increase in our net loss and a decrease in other liabilities.

Previous wording

Net cash used in investing activities was $0 for the six months ended June 30, 2024, as compared to net cash used in investing activities of $16,000 for the six months ended June 30, 2023.

Current wording

Net cash used in investing activities was $76,000 for the nine months ended September 30, 2024, as compared to net cash used in investing activities of $18,000 for the nine months ended September 30, 2023. The increase is mainly attributable to purchase of property and equipment related to our commercial IC Drone for purposes of power grid insulator cleaning activities with the IEC.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Financial Income, net. For the six months ended June 30, 2024, we had financial income of $36,000 compared to financial income of $46,000 for the six months ended June 30, 2023.