DUKE Robotics Corp.

Previous wording

We are a robotics company developing an advanced robotics system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Our advanced robotics system 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.

Current wording

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.

Previous wording

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 wording

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.

Previous 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.

Current wording

Research and Development. Our research and development expenses for the three months ended March 31, 2025, amounted to $22,000, compared to $38,000 for the three months ended March 31, 2024. The decrease in research and development expenses was mainly due to Company’s focus on its commercial agreement with the IEC.

Previous 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.

Current wording

*General and Administrative.*Our general and administrative expenses for the three months ended March 31, 2025, which consisted primarily of professional services, such as accounting, auditing, insurance costs, consulting and legal services, amounted to $258,000, compared to $192,000 for the three months ended March 31, 2024. The increase in general and administrative expenses for the three months ended March 31, 2025, was mainly due to an increase in professional services partially offset by a decrease in stock-based compensation expenses.

Previous 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.

Current wording

Financial Income, net. For the three months ended March 31, 2025, we had financial income of $9,000 compared to financial income of $21,000 for the three months ended March 31, 2024. The decrease in finance income is mainly due to the decrease in our cash bank deposits which resulted in a decrease in interest income.

Previous 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.

Current wording

Net Loss. We incurred a net loss of $279,000 for the three months ended March 31, 2025, compared to a net loss of $209,000 for the three months ended March 31, 2024, for the reasons set forth above.

Previous 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.

Current wording

We had $1,014,000 in cash on March 31, 2025, compared to $2,112,000 in cash on March 31, 2024. The reason for the decrease in our cash balance was due to the operating expenses described above. Cash used in operations for the three months ended March 31, 2025, was $218,000 as compared to cash used in operations of $169,000 for the three months ended March 31, 2024. The reason for the increase in cash used in operations is mainly related to the increase in our operating expenses described above.

Previous 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.

Current wording

Net cash used in investing activities was $25,000 for the three months ended March 31, 2025, compared to net cash used in investing activities of $0 for the three months ended March 31, 2024.

Previous wording

On May 11, 2021, we entered into securities purchase agreements with eight (8) non-U.S. investors, (the “Holders”), according to which we, in a private placement offering, agreed to issue and sell to the Holders an aggregate of: (i) 12,500,000 shares of our common stock at $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 had 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 Holders pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023, we and the Holders executed a second extension agreement, such that the term of the warrants was extended so that they now expire on November 11, 2024. On June 20, 2024, we entered into a warrant amendment agreement with the Holders in which the its was agreed to (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price and increase 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 such exercise would result in the holder beneficially owning in excess of 19.99% of the number of our common stock immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant.

Current wording

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.