DUKE Robotics Corp.

Corporate Overview

We are a robotics company developing advanced robotic and drone-based systems. Our technologies include an advanced robotic stabilization system that enables remote, real-time, pinpoint-accurate firing of small arms and light weapons, as well as civilian drone-based solutions focused on infrastructure maintenance, which is a drone technology for conducting routine maintenance of critical infrastructure for electric utility insulator cleaning.

Although our stabilization technology was initially designed for use on unmanned aerial systems (“UAS”), our robotic solutions are adaptable to other military platforms and civilian applications.

Corporate History and Structure

We were founded in 2014 as Unlimited Aerial Systems, LLP (“UAS LLP”). Prior to 2020, we operated as a developer and manufacturer of commercial unmanned aerial systems, with a focus on providing quadrotor aerial platforms for law enforcement and first responder markets.

Duke Robotics Inc. (“Duke Inc.”) was formed in April 2016 and has a wholly owned Israeli subsidiary, Duke Airborne Systems Ltd. (“Duke Israel”), incorporated under the laws of the State of Israel. Duke Israel’s principal offices are located at 10 HaRimon Street, Mevo Carmel Science and Industrial Park, Israel 2069203, and our telephone number is +972-054-5707050. Our website address is https://dukeroboticsys.com.

On March 9, 2020, we completed a share exchange transaction pursuant to which Duke Inc. became our majority-owned subsidiary (the “Share Exchange”). As a result of the Share Exchange, we adopted Duke Inc.’s business plan. On April 29, 2020, we entered into an Agreement and Plan of Merger with Duke Inc. and our wholly owned subsidiary, UAS Acquisition Corp. On June 25, 2020, Duke Inc. filed a Certificate of Merger with the State of Delaware, and the merger was consummated, resulting in Duke Inc. becoming our wholly owned subsidiary.

On February 18, 2025, we established Duke Robotics Hellas M I.K.E (“Duke Greece”), a wholly owned subsidiary formed under the laws of Greece. On January 13, 2026, Duke Greece received operational authorization from the Hellenic Civil Aviation Authority following completion of the Specific Operations Risk Assessment (“SORA”) process under EU Regulation 2019/947. This authorization enables IC Drone operations in Greece and aligns the system with European Union regulatory standards.

Effective October 22, 2020, our common stock began trading on the OTCQB Venture Market under the symbol “USDR.”

On October 28, 2024, we filed a Certificate of Amendment to change our corporate name from UAS Drone Corp. to DUKE Robotics Corp., effective November 4, 2024. In connection with the name change, our OTCQB trading symbol was changed from “USDR” to “DUKR,” effective November 4, 2024.

On March 4, 2026, we filed a Certificate of Change to effect a 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 (the “Reverse Stock Split”), effective as of March 6, 2026. The Company will trade under a new CUSIP Number, 90344820. The Company’s Common Stock began trading on the OTCQB on a post-split basis at the market open on March 6, 2026. Following the Reverse Stock Split, the Company’s ticker symbol on the OTCQB is traded under the symbolDUKRD for 20 trading days, in accordance with OTC Marketplace rules.

Business Strategy and Technology Focus

Following the Share Exchange, we transitioned our strategic focus to advanced robotic stabilization systems for military and defense applications, while expanding into civilian infrastructure maintenance solutions.

Our business activities are focused on stabilized robotic systems for defense and homeland security applications and civilian drone-based solutions for infrastructure inspection and maintenance. Our commercialization efforts in the civilian market are primarily focused in Europe, with secondary efforts in other global markets, including the United States.

Defense and Stabilized Weapons Systems

Elbit Collaboration

On January 29, 2021, Duke Israel entered into a Collaboration Agreement with Elbit Systems Land Ltd. (“Elbit”) for the global marketing and sales, and the production and further development, of Duke’s stabilized weapons drone system mounted on a UAS, marketed under the commercial name “TIKAD.” Under the Collaboration Agreement, Elbit markets and deploys the stabilized weapons drone system under the brand name “Birds of Prey.” We are entitled to royalties from sales of this system in accordance with the terms of the agreement.

On April 2, 2025, we and Elbit executed a Supplement Letter expanding the collaboration to allow us to market the stabilized weapons drone system to military, defense, homeland security, and para-military customers, in coordination with Elbit. We are entitled to receive a commission, in the mid-single digit percentage range, from proceeds resulting from our marketing activities, in addition to royalties under the Collaboration Agreement. On July 9, 2025, we announced that we expect to receive initial royalty revenues from sales of the Birds of Prey system.

On August 28, 2025, we announced that the “Bird of Prey” stabilized weapons drone system was prominently featured in a comprehensive television report by Israel’s Channel 14 News examining the Israel Defense Forces’ (“IDF”) advanced weaponized drone warfare capabilities. The television report provided rare insight into the IDF’s ’secretive drone units’ and their revolutionary combat methodologies that have transformed modern battlefield operations, including in operational use throughout the “Iron Swords” war. The “Bird of Prey” system, which is developed and marketed as part of our strategic collaboration with Elbit was specifically highlighted in the broadcast as part of the coverage showcasing advanced weaponized drone technologies currently deployed by the IDF.

The report documented how these cutting-edge drone systems operate with “surgical precision” from the air, silently identifying, targeting, and neutralizing threats while keeping soldiers out of harm’s way.

Civilian Infrastructure Solutions

Insulator Cleaning Drone (IC Drone)

On August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone-based system designed for routine maintenance of critical infrastructure, including cleaning high-voltage electric utility cable insulators. In August 2022, Duke Israel entered into an agreement with the Israel Electric Corporation (“IEC”) to provide drone-enabled insulator cleaning systems. In October 2023, we completed our obligations under this agreement.

In August 2024, we entered into a new commercial agreement with the IEC for insulator cleaning services using the IC Drone. On November 11, 2024, following our commercial agreement with IEC from August 2024, we announced the commercial launch of the IC Drone and the transition of the technology into active service.

On November 25, 2024, we announced initial revenue generation under the August 2024 IEC agreement. The IEC committed to a minimum utilization level with a guaranteed payment in the low seven figures (in NIS) during the first year of the agreement. The IEC satisfied this minimum utilization commitment, and on May 27, 2025, extended the agreement for an additional year.

The IC Drone provides: (i) enhanced safety and precision for high-voltage insulator cleaning; (ii) reduced water usage supporting environmental sustainability; and (iii) lower operational costs compared to traditional maintenance methods.

On June 10, 2025, we announced the launch of our next-generation Insulator Cleaning Drone System (“ICDS2”), featuring:

The ICDS2 was deployed at the start of the 2025 insulator cleaning season, marking a full-season operational timeline.

AEROTRACE™

In February 2026, we introduced AEROTRACE™, an aerial monitoring and intelligence solution 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, and may be deployed as a standalone solution or in conjunction with our IC Drone services.

Intellectual Property

On June 15, 2021, Duke Israel received a notice of allowance from the U.S. Patent and Trademark Office for a patent titled “Stabilization System,” relating to the Company’s robotic stabilization technology.

Capital Structure and Financings

Equity Incentive Plan

On May 27, 2021, our board of directors approved the 2021 Equity Incentive Plan (the “2021 Plan”). On March 18, 2025, our board approved an increase in the number of shares available under the 2021 Plan from 192,000 to 360,000 shares. On March 10, 2026, our Board approved an increase in the number of shares available under the 2021 Plan from 360,000 to 440,000 shares, and also approved to adjust the number of shares under the 2021 Plan and the numbers of options and per-option exercise price of the options that were already granted pursuant to the Reverse Stock Split ratio of 25:1.

Private Placements

On May 11, 2021, we entered into securities purchase agreements with eight non-U.S. investors (the “Investors”) in a private placement offering in which we agreed to issue and sell an aggregate of: (i) 500,000 shares of common stock at a price of $10 per share; and (ii) warrants to purchase 500,000 shares of common stock. The warrants were exercisable immediately and for a term of 18 months and had 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 to expire on November 11, 2024.

On June 20, 2024, we entered into a Warrant Amendment Agreement (the “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 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 our 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.

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 per share (the “Purchase Price”); 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 consummate 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.

Authorized Capital Increase

On October 15, 2025, we filed a Certificate of Amendment to increase our authorized common stock from 100,000,000 to 350,000,000 shares and to authorize up to 10,000,000 shares of blank-check preferred stock.

Market Opportunity

Civilian sector

Insulator Cleaning Drone

Insulators are key components of every high voltage electrical infrastructure around the world while routine cleaning and maintenance of insulators is crucial in order to optimize system efficiency, prevent power outages, reducing risks of flashovers and corrosion. Cleaning of high voltage infrastructure leads to better system performance and efficiency, improves safety by reducing the risk of electricity failure and accidents especially in urban areas, and extends the life of the insulators.

Currently, the global standard for routine cleaning of insulators involves the use of helicopter fleets and crane trucks. The cleaning routine requires getting near to active high voltage lines and using high-pressure washers carried by helicopters or crane trucks. Such process is considered extremely dangerous and bears significant risks of electricity shock or an impact of the helicopter blades with the electricity grid resulting in damages to the grid line and possible harm to human life.

IC Drone offers a revolutionary, safer and cost-efficient method for maintenance of high voltage electrical infrastructure. The worldwide electricity transmission market is huge and estimated in millions of insulators. The current cost per insulator cleaning is high and electricity operators around the world fail to meet cleaning plans.

Defense and military market

The United States and other countries around the world have significantly increased their use of UASs for intelligence gathering, surveillance and tactical applications, such as delivery of heavy ordnance bombs and missiles. The use of UASs to fire small arms and light weapons from the air are becoming a viable option as demonstrated by recent conflicts in the Ukraine and the near Middle East. Our technology thus addresses a crucial need of modern warfare to bring a wide range of weapons other than bombs and missiles to bear on remote hostile targets without risk to the military personnel deploying the weapons, while at the same time minimizing collateral damage. In addition, the rapid evolution of small, unmanned air systems (“sUAS”) technologies, along with their size and low cost, enables novel concepts of employment that present challenges to current defense systems, creating new asymmetric threats for warfighters. Our system also addresses the crucial need for counter sUAS solutions and offers a kinetic interception, or “drone kill drone,” capability for defeating enemy sUAS.

Our system was designed with input from veterans of Israel’s elite special mission units. It is operated intuitively via a touch-based tablet, which serves as its control unit. Minimal prior training is required in order to operate the robot. In June 2016, our robot mounted on our UAS Octocopter platform was awarded the top prize at the Combating Terrorism Technology Conference sponsored by the United States Defense Department’s Combating Terrorism Technical Support Office, Israel’s Ministry of Defense Directorate of Defense Research and Development and the MIT Enterprise Forum of Israel.

Products

IC Drone

Our IC Drone is a first-of-its-kind robotic, drone-enabled system for cleaning electric utility insulators. The IC Drone’s unique system, based on Duke’s advanced intellectual property and know-how, integrates algorithms, autonomous systems, and robotic technologies used in mission-critical applications.

Our IC Drone offers a revolutionary, safer and cost-efficient, method for maintenance of high voltage electrical infrastructure, which require routine cleaning of insulators in order to optimize system efficiency and prevent power outages. Currently, the global standard for routine cleaning of insulators involves the use of helicopter fleets and crane trucks.

Our aim is to expand our IC Drone service offerings to additional utility providers worldwide while continuing to develop new solutions to address evolving industry needs. Accordingly, we are also developing AI-driven monitoring and analytics solutions designed to support continuous inspection, anomaly detection and predictive maintenance for power grids and other critical utility infrastructure. These solutions are being advanced both internally and, in certain cases, through collaborations with third-party technology partners.

On June 10, 2025, we announced the launch of our next-generation Insulator Cleaning Drone System, representing a significant technological advancement in our innovative utility maintenance drone solution. The ICDS2 builds upon our proven IC Drone technology with substantial performance improvements designed to enhance operational capabilities for utility providers worldwide. The ICDS2 is agnostic to the drone platform and can be adjusted and adapted to fit and be mounted on other type of drone platforms that meet our specifications and certification.

The ICDS2 features several key technological advancements over its predecessor:

AEROTRACE™ aerial monitoring and intelligence solution

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.

UAS Octocopter Integrated with Stabilized Robotic Gimbal Remote Weapon Systems

Our advanced 6 Degrees of Freedom (“DOF”) 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. It is intended primarily for Military and homeland security purposes and our lightweight robot allows accurate firing from various configurations consisting of UAS-mounted, land-mounted on light all-terrain vehicles and sea-mounted on boats.

Through Duke Israel we entered into a Collaboration Agreement with Elbit 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”.

Elbit is marketing the drone-mounted remote weapon systems, including a system in the name of “Bird of Prey”.

Assembly and Testing

Our manufacturing facility of the ICDS that is mounted on the drone, is located in Israel. The manufacturing process of our ICDS largely consists of the assembly, integration and testing of purchased components.

We purchase custom-made machined parts and other components required for production of the ICDS from third-party manufacturers. We source parts and materials from approximately twenty suppliers located primarily in the United States, Europe, Israel and China. Although certain components are manufactured to our specifications, we believe they are common in nature and can be obtained from alternative suppliers if needed. We are not dependent on any single supplier. However, if a supplier discontinues delivery, identifying a replacement source may result in additional cost and manufacturing delays.

The manufacturing process for our ICDS primarily consists of the assembly, integration, and testing of purchased components. As part of the testing process, components are evaluated and approved against the expected points of failure during extended and high-intensity operations, including tests of load-carrying capacity, software performance, and compliance with electrical utility safety and live-line standards. Following laboratory testing, the ICDS and the UAS platforms undergo a multi-stage field-testing process designed to validate the performance of each system function. The ICDS is then mounted and integrated onto third-party commercially available drones, followed by airborne testing phases.

Our ICDS is designed to be drone-platform agnostic and can be adapted to different drone platforms that meet our defined specifications and regulatory certifications. We currently utilize a commercially available drone (including its batteries and chargers) manufactured by a well-known international drone manufacturer, which has been deployed by us in thousands of flight hours.

We have built an in-house laboratory to support assembly, system integration, testing and ongoing commercialization activities. We believe the current size and capacity of this laboratory will be sufficient to support our near-term production and commercialization needs.

Pursuant to our Collaboration Agreement with Elbit, manufacturing of the defense-market variant of our technology—branded as the “Bird of Prey”—is conducted by Elbit. Research and development related to the defense variant is likewise carried out by Elbit, while we retain the contractual right to make mutual and unlimited use for civilian applications of any new knowledge developed by Elbit under the collaboration.

Our research and development capabilities support both ongoing improvements to the ICDS and the development of new applications for utility and infrastructure customers. In collaboration with the IEC, we continue to develop complementary capabilities such as hydrophobic coating applications for insulators. In parallel, we are developing AI-based monitoring solutions for power grids and other critical utility infrastructure, including through collaborations with third parties. These capabilities are expected to integrate with and enhance the performance, safety, and value proposition of our robotic aerial service systems.

Market Strategy

Civilian Market

We are currently focused on expanding the commercialization of the IC Drone, a first-of-its-kind robotic, drone-enabled system for cleaning electric utility insulators, in the civilian market. The unique system, based on our advanced intellectual property and know-how, integrates algorithms, autonomous systems, and robotic technologies used in mission-critical applications.

On August 15, 2022, we signed an agreement with the IEC to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we successfully completed our obligations under our agreement with the IEC by proving the efficiency and safety that comes by using our IC Drone. Following that successful pilot, in August 2024, we, through Duke Israel, entered into another agreement with the IEC to provide high-voltage insulator washing services using the IC Drone system and on May 27, 2025, IEC extended the agreement for an additional year.

On February 18, 2025, we announced that we established Duke Greece, which is focused on expanding our innovative IC Drone technology in Greece. Our 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 IC Drone’s proven success with the IEC demonstrates its significant market potential for broader deployment across additional regions and sectors. On January 13, 2026, we announced that Duke Greece, received operational authorization for its IC Drone system from the HCAA, Greece’s civil aviation regulator. The authorization to operate the IC Drone in Greece was granted following Duke Greece’s successful completion of the SORA process, a comprehensive, risk-based methodology developed by the EASA to ensure that complex drone operations are conducted safely and in compliance with EU Regulation 2019/947. The authorization permits Duke Greece to conduct drone flights as part of its IC Drone product. With the receipt of this authorization, Duke Greece has completed the regulatory process required to enable IC Drone operations in the Greek market. The SORA framework is an accepted means of compliance under EASA regulations governing drone operations across all European Union member states. While authorizations remain subject to review by individual national aviation authorities, the completion of the SORA process under the EU-harmonized framework aligns the IC Drone system with the regulatory standards applicable across the EU.

We are currently in the initial phases of our global expansion strategy and remain focused on leveraging our proprietary technologies to unlock new growth opportunities in the civilian sector. We aim to expand our IC Drone service offerings to additional utility providers worldwide while continuing to develop new solutions to address evolving industry needs.

We expect that our growth in the defense and military market, through our Collaboration Agreement with Elbit, will initially derive from sales of robotic technology mounted on UAS Octocopter platform, and later from sales of our robot mounted on other platforms, such as light all-terrain vehicles and boats.

Intellectual Property

Our success depends, at least in part, on our ability to protect our proprietary technology and intellectual property, and to operate without infringing or violating the proprietary rights of others. We rely on a combination of patents, trade secrets, know-how, and other contractual rights (including confidentiality and invention assignment agreements) to protect our intellectual property rights. We also restrict access to our sensitive intellectual property information to our most senior management.

To protect certain key technologies, we have currently only submitted a U.S. patent Application for stabilization system patents. On June 15, 2021, we announced that our wholly owned Israeli subsidiary, Duke Airborne Systems Ltd., received a notice of allowance from the U.S. Patent and Trademark Office for a patent titled “Stabilization System” regarding its stabilization technology incorporated in its advanced robotic system. We do not know whether any of our current or future patent applications will result in the issuance of any patents. We currently do not have pending patent applications or approved patents in any other country.

Certain of our product and solution names, including AEROTRACE™, are used by us in connection with our business and offerings. AEROTRACE™ is a product name used by us and we are in the process of preparing an application to register the name as a trademark. Until such registration is completed, we rely on common law rights and other applicable protections with respect to such product names.

Sales and Marketing

Civilian Sector

Marketing and sales efforts are currently concentrated on the IC Drone as well as other potential applications of the Company’s technologies and capabilities, using company service providers, agent and related electric infrastructure companies. The current marketing efforts increased significantly following the official launch of the latest version of the IC Drone in June 2025 and the establishment of our wholly owned subsidiary Duke Greece in February 2025.

On January 29, 2021, we, through Duke Israel, and Elbit entered in the Collaboration Agreement. Pursuant to the Collaboration Agreement, Duke Israel has granted Elbit a worldwide exclusive license for the use of Duke Israel’s know-how and intellectual property and the marketing, sales, production, and further development of the system we marketed under the name TIKAD (“System”) for military, defense, homeland security, and para-military uses. As consideration for granting the worldwide exclusive license, Elbit will pay Duke Israel royalties from revenues received from worldwide sales of the System, with royalty rates ranging from low to mid-double-figure percentages, depending on the tiers of the selling price of System, for a period starting from the date of the Collaboration Agreement until 15 years following receipt of $50 million in cumulative revenues from sales of System units. In addition, Duke Israel agreed to pay Elbit similar rates of royalties for revenues received by Duke from sales of its advanced robotic system for civil use, if such systems will include new know-how developed by Elbit.

On April 2, 2025, we and Elbit executed a Supplement Letter expanding the collaboration to allow us to market the stabilized weapons drone system to military, defense, homeland security, and para-military customers, in coordination with Elbit. We are entitled to receive a commission, in the mid-single digit percentage range, from proceeds resulting from our marketing activities, in addition to royalties under the Collaboration Agreement.

Marketing and sales efforts related to the System are led by Elbit due to our Collaboration Agreement with Elbit, and we are aware that Elbit is marketing drone-mounted remote weapon systems, including a system in the name of “Bird of Prey”.

Competition

Civilian Sector

To our knowledge there are several drone based systems for cleaning different types of infrastructures including solar panels, wind turbines, buildings, windows, etc., using high pressure water. We believe such systems are not designed to handle the challenges that come with cleaning high voltage power grid insulators due to the high voltage environment that affects the drones.

Competition is based on product and program performance, price, reputation, reliability, life cycle costs, overall value to the customer and responsiveness to customer requirements. This includes the ability to respond to rapid changes in technology. In addition, our competitive position sometimes may be affected by specific requirements in particular geographic and product markets.

We plan to continually adapt to market conditions by adjusting our business strategy to changing market conditions. In addition, we plan to seek to enter into strategic partnership and cooperation agreements that we believe can assist us in overcoming the challenges of competing in our industry.

Our competitors, either alone or through their strategic partners, might have substantially greater name recognition and financial, technical, manufacturing, marketing and human resources than we do. These entities may also have significantly greater experience and infrastructure in commercializing civilian or defense products, obtaining regulatory approval for those products and commercializing those products around the world.

While we believe that our products are novel, and that we have unique knowledge of military operational demands and challenges and years of developing complex military airborne systems and advanced robotics, the defense industry is a competitive environment.

Government Regulation

Government Contracting Regulations. We operate under laws, regulations and administrative rules governing defense and other government contracts, mainly in Israel and the United States. Some of these carry major penalty provisions for non-compliance, including disqualification from participating in future contracts. In addition, our participation in governmental procurement processes in Israel, the United States and other countries is subject to specific regulations governing the conduct of the process of procuring defense and homeland security contracts.

Israeli Export Regulations. Israel’s defense export policy regulates the sale of a number of our systems and products. Current Israeli policy encourages exports to approved customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to certain exemptions, a license is required to initiate marketing activities. We also must receive a specific export license for defense related hardware, software and technology exported from Israel. Israeli law also regulates export of “dual use” items (items that are typically sold in the commercial market but that also may be used in the defense market).

*Approval of Israeli Defense Acquisition.*The Israeli Defense Entities Law (Protection of Defense Interests) establishes conditions for the approval of an acquisition or transfer of control of an entity that is determined to be an Israeli “defense entity” under the terms of the law. Designation as a “defense entity” is to occur through an order to be issued jointly by the Israeli Prime Minister, Defense Minister and Economy Minister. Although no such orders relating to us have been issued as of the date hereof, it is possible that our Israeli subsidiary may be designated as a “defense entity” under the law. An order (pursuant to the law) would establish conditions and restrictions regarding non-Israeli control of our Israeli subsidiary. For example, Israeli government approval might be required for acquisition of twenty-five percent (25%) or more of the voting securities or a smaller percentage of shares of common stock that grant “means of control” in the Company, if such were to directly affect the control of our Israeli subsidiary. Means of Control for the purposes of the law includes the right to control the vote at a shareholders’ meeting or to appoint a director.

Approval of U.S. and Other Defense Acquisitions. Many countries in addition to Israel also require governmental approval of acquisitions of local defense companies or assets by foreign entities. Mergers and acquisitions of certain types of defense related businesses in the U.S. are subject to the Foreign Investment and National Security Act (“FINSA”). Under FINSA, foreign acquisitions of certain types of defense related businesses in the U.S. require review, and in some cases approval, by the Committee on Foreign Investment in the United States (“CFIUS”). In that regard, if a foreign entity attempts to acquire us or all of our domestic assets, such transactions may be subject to FINSA, and in certain instances CFIUS has the authority to order divestment and cancellation of the transaction.

“Buy American” Laws. The U.S. “Buy American” laws impose price differentials or prohibitions on procurement of products purchased under U.S. government programs. The price differentials or prohibitions apply to products that are not made in the United States or that do not contain U.S. components making up at least fifty percent (50%) of the total cost of all components in the product. However, a Memorandum of Agreement between the United States and Israeli governments waives the “Buy American” laws for specified products, including most of the products we may sell in the United States.

“The American Security Drone Act (ASDA)”. The ASDA, part of the National Defense Authorization Act (NDAA), bans U.S. federal agencies from procuring or operating drones manufactured in “covered foreign entities,” primarily targeting China, due to security risks. It prohibits the use of federal funds for such drones and mandates the removal of existing foreign drones from federal inventory, with limited exceptions for, e.g., research or emergency operations.

Procurement Regulations. Solicitations for procurements by governmental purchasing agencies in Israel, the United States and other countries are governed by laws, regulations and procedures relating to procurement integrity, including avoiding conflicts of interest, corruption, human trafficking and conflict minerals in the procurement process. Such regulations also include provisions relating to information assurance and for the avoidance of counterfeit parts in the supply chain.

Anti-Bribery Regulations. We conduct operations in a number of markets that are considered high risk from an anti-bribery compliance perspective. Laws and regulations such as the Israel Penal Code, the Organization for Economic Cooperation and Development (“OECD”) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and corresponding legislation in other countries, prohibit providing personal benefits or bribes to government officials in connection with the governmental procurement process. Israeli defense exporters, like ourselves, are required to maintain an anti-bribery compliance program, including specific procedures, record keeping and training.

Audit Regulations. The IMOD may audit our books and records relating to its contracts with us. Our books and records and other aspects of projects that will be related to the U.S. defense contracts will be subject to audit by U.S. government audit agencies. Such audits review compliance with government contracting cost accounting and other applicable standards. If discrepancies are found this could result in a downward adjustment of the applicable contract’s price. Some other customers have similar rights under specific contract provisions.

Civil Aviation Regulations. Several of our products for commercial aviation applications are subject to flight safety and airworthiness standards of the U.S. Federal Aviation Administration and similar civil aviation authorities in Israel, Greece, the EU, and other countries. On January 13, 2026, Duke Greece received operational authorization from the Hellenic Civil Aviation Authority following completion of the SORA process under EU Regulation 2019/947. This authorization enables IC Drone operations in Greece and aligns the system with European Union regulatory standards.

*Environmental, Health and Safety Regulations.*We are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions in which we have operations. This includes regulations relating to air, water and ground contamination, hazardous waste disposal and other areas with a potential environmental or safety impact.

Employees

We engage three (3) executive officers: our Chief Executive Officer (“CEO”), Chief Technology Officer (“CTO”) and our Chief Financial Officer (“CFO”) as well as one (1) additional employee that serves as our Vice President Business Development. We engage freelance contractors and consultants in order to limit our operating expenses and therefore allowing us to scale as necessary. We maintain long-term relationships with these freelance contractors and consultants.

Some of our consulting agreements include undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is limited for some employees by Israeli law.

We are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a “smaller reporting company” we are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.