DUKE Robotics Corp.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
DUKR$3.01+4.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-20.
0001213900-25-025286
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-12.
0001213900-26-026927
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 33 previous paragraphs and 42 current paragraphs.
10 unchanged; 18 reworded; 14 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (14)
Current report
We were founded in 2014 as UAS LLP, and until the consummation of the Share Exchange Agreement, 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.
Current report
On March 9, 2020, we closed on the Share Exchange Agreement under which Duke Inc. became our majority-owned subsidiary. 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.
Current report
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. On February 18, 2025, we announced that we established 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. Our mailing address is 10 HaRimon Street, Mevo Carmel, Israel 3903212, and our telephone number is +972-054-5707050. Our website address is https://dukeroboticsys.com.
Current report
Effective as of October 22, 2020, our common stock began to be quoted on the OTCQB tier Venture Market, under the symbol “USDR”.
Current report
Effective as of March 6, 2026, our commons stock began trading following the Reverse Stock Split of the Company’s issued and outstanding common shares, par value $0.0001 per share at a ratio of 25-for-1, under a new CUSIP Number 90344820 and under the symbolDUKRD for 20 trading days, in accordance with OTC Marketplace rules.
Current report
On January 29, 2021, we, through Duke Airborne Systems Ltd. (“Duke Israel”), and Elbit, entered into a 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 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 our marketing activities, in addition to the royalties we are entitled to receive as part of the Collaboration Agreement.
Current report
On October 15, 2025, we filed a certificate of amendment to our Articles of Incorporation with the Nevada Secretary of State to increase our authorized common stock from 100,000,000 shares of common stock, $0.0001 par value per share, to 350,000,000 shares of common stock, $0.0001 par value per share, and permit the issuance of up to 10,000,000 shares of blank-check preferred stock, effective as of October 15, 2025.
Current report
In February 2026, we announced the introduction of AEROTRACE™, an aerial monitoring and intelligence solution integrating a combination of capabilities and developments in the fields of hardware, sensors, software and artificial intelligence (“AI”), including through collaboration with other parties, designed to support infrastructure operators in assessing asset conditions and enhancing situational awareness. AEROTRACE™ integrates aerial data capture with software-driven analytics, including AI-assisted image analysis, to help identify areas of interest and potential anomalies across large-scale and distributed infrastructure assets. AEROTRACE™ is designed to be deployed as a standalone monitoring solution and may also complement our existing robotic IC Drone services by informing maintenance planning and prioritization. The introduction of AEROTRACE™ reflects our ongoing efforts to expand its technology portfolio beyond robotic hardware to include data- and intelligence-driven solutions.
Current report
Revenues. We had $377,000 in revenues for the year ended December 31, 2025. During the year ended December 31, 2024, we had $108,000 in revenues. The increase in revenue was primarily attributable to the expansion of our IC Drone service operations, following the successful launch of the full cleaning season in May 2025. During 2024, the Company commenced its cleaning operations midway through the season, which limited revenue generation for that period. The increase in revenue was partially offset by temporary disruptions to our regular business operations during the third quarter of 2025, resulting from the ongoing military operations in the Gaza Strip. Revenues also reflect the initial recognition of revenues from royalties derived from sales of the “Bird of Prey” stabilized weapons drone systems, through our Collaboration Agreement with Elbit, which contributed for the first time to our revenues, while the majority of the revenues for the year ended December 31, 2025 continued to be generated from our IC Drone service activities.
Current report
On December 30, 2025, we entered into securities purchase agreements with seven (7) non-U.S. investors, pursuant to which we, in a private placement offering, agreed to issue and sell to the investors an aggregate of: (i) 83,338 shares of our common stock at a price of $9.00 per share); and (ii) warrants to purchase 83,338 shares of common stock. The warrants have an exercise price of $16.25 per share, are exercisable immediately and expire on November 30, 2026, subject to extension to May 30, 2028 if a public offering or other qualifying financing of at least $2,500,000 has not occurred prior to such date. In addition, the securities purchase agreement contains a make whole provision that provides for the investors to receive additional shares of Common Stock in the event that we consummates a firm-commitment underwritten public offering on a major stock exchange by November 30, 2026 at a price per share (after giving effect to a 20% discount) that is less than the Purchase Price. The aggregate gross proceeds from the offering were approximately $750,000 and the offering closed on January 6, 2026. Proceeds from the offering were used for general corporate purposes and working capital, including supporting our operational and commercialization initiatives. On March 10, 2026, we entered into an additional Warrant Amendment Agreement with the Investors pursuant to which we extended the term of the warrants, to expire on May 1, 2031.
Current report
Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as reflected in the consolidated statements of operations and cash flows. As of December 31, 2025, we had an accumulated deficit of $12,403,000, and we expect to incur losses for the foreseeable future. We have historically financed our operations primarily through fundraising from various investors and the revenues that were generated from our operations to date were not sufficient to cover our losses. As a result, we remain dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the date of this Annual Report.
Current report
We currently believe that our existing capital resources will be sufficient to support our operating plan at least through the fourth quarter of 2026. To support our planned growth, strategic initiatives and general working capital needs, we will likely seek to raise additional capital through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.
Current report
Although we are actively pursuing opportunities to increase revenues, including the potential expansion of commercial sales in additional jurisdictions, some of these efforts remain at an early stage while other initiatives have progressed to more advanced stages of discussion. However, because none of these initiatives have resulted in binding agreements or firm commitments, there can be no assurance that any of them will materialize within our expected timeframes. If we are unable to successfully proceed with these initiatives, our need for additional capital may accelerate.
Current report
As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our operations, delay or discontinue development activities, limit our manufacturing or commercial expansion plans, or take other actions that could materially harm our business, financial condition, and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Annual Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.
Removed paragraphs (5)
Previous report
On March 9, 2020, Duke and certain shareholders of Duke entered into the Share Exchange with the Company, pursuant to which approximately 99% of the issued and outstanding shares of common stock of Duke were purchased by the Company in exchange for shares of the Company’s common stock, resulting in Duke becoming a subsidiary of the Company. Following the Share Exchange, the Company has adopted the business plan of Duke.
Previous report
On January 29, 2021, we, through Duke Israel, and Elbit, entered into the Collaboration Agreement for the global marketing and sales, and the production and further development of our developed advanced robotic system mounted on an UAS, armed with lightweight firearms, which we market under the commercial name “TIKAD.” While the agreement was intended to facilitate commercialization and we are aware that Elbit is marketing drone-mounted remote weapon systems, including a system in the name of “Bird of Prey”. We requested reports from Elbit regarding sales and royalties related to drone-mounted remote weapon systems, as outlined in the Collaboration Agreement and it is in discussion with Elbit.
Previous report
On February 18, 2025, we announced that we established Duke Greece, a wholly owned subsidiary which is focused on expanding our innovative IC Drone technology in Greece. Our innovative IC Drone technology provides utility companies with a safer, more efficient, and environmentally sustainable solution for maintaining high-voltage electric infrastructure as well as potential other applications of our technologies and capabilities. The subsidiary is expected to facilitate market expansion, strategic partnerships, and additional revenue streams in Greece. While we anticipate initial setup and operational costs, we believe this investment will drive long-term growth.
Previous report
Revenues. We had $108,000 in revenues for the year ended December 31, 2024. During the year ended December 31, 2023, we had $300,000 in revenues. The revenues for the year ended December 31, 2023 were derived from our earlier August 2022 collaboration and development agreement with IEC to provide drone-enabled systems forhigh-voltage insulator washing, which we successfully completed during October 2023. The revenues for the year ended December 31, 2024, were derived from our August 2024 commercial agreement for high-voltage insulator washing services with the IEC. These services to IEC are seasonal in their nature (spring to fall seasons) and revenues derived from the 2024 agreement commenced during the mid-season, in August 2024.
Previous report
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.
Reworded paragraphs (18)
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
On April 29, 2020, the Company, Duke, and UAS Sub, entered into the Merger Agreement, pursuant to which UAS Sub was to merge, upon the satisfaction of customary closing conditions, with and into Duke. Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $0.0001 per share, was to be converted into and become one share of common stock of Duke, with Duke surviving as a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company acquired the remaining outstanding shares of Duke held by certain stockholders of Duke that did not participate in the Share Exchange Agreement. At the closing of the transaction contemplated by the Merger Agreement, the Company was to issue 63,856 shares to certain Duke stockholders, and Duke will become a wholly owned subsidiary of the Company. On June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became a wholly-owned subsidiary of the Company, and the Short-Form Merger was consummated.
Current wording
On April 29, 2020, we, Duke Inc., and UAS Sub, executed an Agreement and Plan of Merger, 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. 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 IC Drone, a drone technology for conducting routine maintenance of critical infrastructure and has signed an agreement with IEC to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we successfully completed our obligations under its agreement with the IEC. Following that successful pilot, in August 2024, we, through Duke Israel, entered into an agreement with the IEC to provide high-voltage insulator washing services using IC Drone system.
Current wording
On August 15, 2022, Duke Israel introduced the IC Drone, a drone technology for conducting routine maintenance of critical infrastructure and signed an agreement with 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.
Previous wording
On October 28, 2024, a 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 wording
On October 28, 2024, we filed a 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.
Previous wording
In connection with the Certificate of Amendment, we also filed an issuer notification form with 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 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
Cost of revenues. During the year ended December 31, 2024, we had $71,000 in cost of revenues expenses, compared to $273,000 for the year ended December 31, 2023. The cost of revenues in 2024 mainly consists of professional services associated with our agreements with the IEC as detailed above. The cost of revenues for the year ended December 31, 2023 were derived from our earlier August 2022 collaboration and development agreement with IEC to provide drone-enabled systems forhigh-voltage insulator washing, which we successfully completed during October 2023. The cost of revenues for the year ended December 31, 2024, were derived from our August 2024 commercial agreement for high-voltage insulator washing services with the IEC commenced during in August 2024.
Current wording
Cost of revenues. During the year ended December 31, 2025, we had $198,000 in cost of revenues expenses, compared to $71,000 for the year ended December 31, 2024. The cost of revenues mainly consists of operational expenses associated with our agreements with the IEC as detailed above. The increase in cost of revenues was primarily attributed to the growth in our IC Drone service activities.
Previous wording
Research and Development. During the year ended December 31, 2024, we had $157,000 in research and development expenses, compared to $3,000 in research and development expenses for the year ended December 31, 2023. The increase in our research and development are mainly due to professional services and other field tests associated with our continued development of additional capabilities of our IC Drone system.
Current wording
Research and Development. During the year ended December 31, 2025, we had $104,000 in research and development expenses, compared to $157,000 in research and development expenses for the year ended December 31, 2024. The decrease in our research and development expenses are mainly due to allocating more resources to the execution of our IC Drone insulator service activities, and less to development activities.
Previous wording
General and Administrative Expenses. For the year ended December 31, 2024, our general and administrative expenses amounted to $905,000, of which $685,000 were related to professional services, such as accounting, auditing, insurance costs, consulting and legal services, and $28,000 were related to stock-based compensation expenses, and were $826,000 for the year ended December 31, 2023, of which $575,000 were related to professional services and $108,000 related to stock-based compensation expenses. This increase in general and administrative expenses for the year ended December 31, 2024, was mainly due to an increase in professional services partially offset by a decrease in stock-based compensation expenses.
Current wording
General and Administrative Expenses. For the year ended December 31, 2025, our general and administrative expenses amounted to $1,281,000, of which $871,000 were related to professional services, such as accounting, auditing, insurance costs, consulting and legal services, and $224,000 were related to stock-based compensation expenses, and were $905,000 for the year ended December 31, 2024, of which $686,000 were related to professional services and $28,000 related to stock-based compensation expenses. This increase in general and administrative expenses for the year ended December 31, 2025, was mainly due to an increase in professional services attributable to our expansion in Greece activities and officer compensation expenses, as well as in stock-based compensation expenses, attributable to equity awards granted in March 2025.
Previous wording
Financial Income, net. For the year ended December 31, 2024, our financial income amounted to $40,000 as compared to $76,000 for the year ended December 31, 2023. The reason for the decrease in financial income for the year ended December 31, 2024, was mainly due to the decrease in our available cash which resulted in a decrease in interest income on our bank deposits.
Current wording
Financial Income (expenses), net. For the year ended December 31, 2025, our financial expenses amounted to $25,000 as compared to financial income of $40,000 for the year ended December 31, 2024. The reason for the increase in financial expenses for the year ended December 31, 2025, was mainly due to the decrease in the balance of our cash bank deposits which resulted in a decrease in interest income.
Previous wording
Net Loss. For the year ended December 31, 2024 and 2023, we recorded a net loss of $985,000 and $726,000, respectively, which represented an increase compared to the year ended December 31, 2024, of $259,000.
Current wording
Net Loss. For the year ended December 31, 2025 and 2024, we recorded a net loss of $1,241,000 and $985,000, respectively, which represented an increase of $256,000 in 2025 compared to 2024.
Previous wording
This Management Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 the 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. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. 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.
Current wording
This Management Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the 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. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. 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.
Previous wording
Our significant accounting policies are discussed in Note 2, “Summary of Significant Accounting Policies,” of the notes to consolidated financial statement, which are incorporated by reference into this prospectus.
Current wording
Our significant accounting policies and estimates are discussed in Note 2, “Summary of Significant Accounting Policies,” and “Use of Estimates in the preparation of financial statements” of the notes to consolidated financial statement, which are incorporated by reference into this annual report.
Previous wording
Since inception, we have devoted substantially all our efforts to research and development and have incurred accumulated losses of $11,162,000.
Current wording
Since inception, we have devoted substantially most our efforts to research and development and have incurred accumulated losses of $12,403,000.
Previous wording
During the year ended December 31, 2024, our loss of $985,000 included non-cash stock-based compensation of $28,000. As of December 31, 2024, we had a working capital of $1,010,000 as compared to a working capital of $2,011,000 as of December 31, 2023.
Current wording
During the year ended December 31, 2025, our loss of $1,241,000 included non-cash stock-based compensation of $224,000. As of December 31, 2025, we had a working capital of $151,000 as compared to a working capital of $1,010,000 as of December 31, 2024.
Previous wording
As of December 31, 2024, we had a cash balance of $1,256,000 compared to a cash balance of $2,281,000 as of December 31, 2023. The reason for the decrease in our cash balance was mainly due tothe operating expenses describe above.
Current wording
As of December 31, 2025, we had a cash balance of $750,000 compared to a cash balance of $1,256,000 as of December 31, 2024. The reason for the decrease in our cash balance was mainly due to operating expenses described above. This balance excludes $275,000 received in January 2026 under our December 30, 2025, Securities Purchase Agreement.
Previous wording
Cash used in operations for the year ended December 31, 2024, was $918,000 as compared to cash used in operations of $548,000 for the year ended December 31, 2023. The reason for the increase in cash used in operations is mainly related tothe increase in our operating expenses.
Current wording
Cash used in operations for the year ended December 31, 2025, was $811,000 as compared to cash used in operations of $918,000 for the year ended December 31, 2024. The reason for the decrease in cash used in operations is mainly related to increase in trade receivable and other liabilities.
Previous wording
As of December 31, 2024, and December 31, 2023, the outstanding balances of such stockholders’ loans were $322,000 and $314,000, respectively.
Current wording
As of December 31, 2025, and December 31, 2024, the outstanding balances of such stockholders’ loans were $330,000 and $322,000, respectively.
Previous 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.
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) 500,000 shares of our Common Stock at a price of $10.00 per share; and (ii) warrants to purchase 500,000 of our Common Stock. The warrants were exercisable immediately and for a term of 18 months and have an exercise price of $10 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 $10.00 per share to $16.25 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. On March 10, 2026, we entered into an additional Warrant Amendment Agreement with the Investors pursuant to which we extended the term of the warrants, to expire on May 1, 2031.