DUKE Robotics Corp.

As filed with the Securities and Exchange Commission on March 31, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

**DUKE Robotics Corp. **

(Exact name of registrant as specified in its charter)

10 HaRimon Street, Mevo Carmel Science and Industrial Park,

Israel, 2069203

+972-054-5707050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yossef Balucka

Chief Executive Officer

10 HaRimon Street, Mevo Carmel Science and Industrial Park,

Israel, 2069203

+972-054-5707050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus, or the “Alternate Pages”, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages, as the case may be, and will be used for the resale offering by the Selling Stockholders of their shares.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the Company is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Units

Each Unit Consisting of

One Share of Common Stock and

One Warrant to Purchase One Share of Common Stock

This is a firm commitment underwritten public offering of of units (the “Units”), based on a public offering price of $ per Unit, of DUKE Robotics Corp., a Nevada corporation (the “Company”, “we”, “us” or “our”). We anticipate a public offering price between $ and $ per Unit. Each Unit consists of one share of common stock, $0.0001 par value per share (“common stock”), and one warrant to purchase one share of common stock at an exercise price of $ per share ( % of the price of each Unit sold in this offering based on a public offering price of $ per Unit). The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and the warrants comprising the Units must be purchased together in this offering as Units and are immediately separable and will be issued separately in this offering. Each warrant offered hereby is immediately exercisable on the date of issuance and will expire five years from the date of issuance.

Our common stock is presently traded on the over-the-counter market and quoted on the OTCQB tier operated by the OTC Markets Group Inc. (the “OTCQB”) under the symbol “DUKR.” On March 30, 2026, the last reported sale price of our common stock was $7.86 per share. We intend to apply to list our common stock and warrants on the Nasdaq Capital Market under the symbol “DUKR” and “DUKRW” respectively. No assurance can be given that our application will be approved or that the trading prices of our common stock on the OTCQB will be indicative of the prices of our common stock if our common stock were traded on the Nasdaq Capital Market. If our listing application is not approved by the Nasdaq Capital Market, we will not be able to consummate the offering and will terminate this offering.

There is no established public trading market for the Units or the warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Units or the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Units and the warrants will be limited.

The offering price of the Units will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price.

In addition, we have registered an aggregate of 375,190 shares of common stock for resale by certain stockholders (the “Selling Stockholders”) by means of a separate prospectus. The Selling Stockholders may offer and sell the shares covered by such separate prospectus from time to time in a number of different ways and at varying prices. We will not receive any proceeds from the sale of any of the 375,190 shares of common stock for resale by the Selling Stockholders.

On March 6, 2026, we effected a reverse stock split of our common stock at a ratio of 1-for-25. Unless otherwise noted, the share and per share information in this prospectus reflects the effect of the reverse stock split.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all the Units offered by this prospectus if any such Units are taken.

We have granted a 45-day option to the representative of the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional shares of common stock and/or additional warrants at a price from us in any combination thereof at the public offering price per share of common stock and $0.0001 per warrant, respectively, less the underwriting discounts payable by us, solely to cover over-allotments, if any.

We will deliver the shares of common stock being issued to the purchasers of Units electronically upon closing and receipt of investor funds for the purchase of the Units offered pursuant to this prospectus. The underwriters expect to deliver the shares of common stock against payment to the investors in this offering on or about , 2026.

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is , 2026.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

The registration statement on Form S-1, of which this prospectus forms a part and that we have filed with the Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. Neither we, the Selling Stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we, the Selling Stockholders, nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Neither we, the Selling Stockholders, nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.

For investors outside the United States: Neither we nor any of the Selling Stockholders or underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

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