{"url_path":"/sec/dukr/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1638911/0001213900-26-058485-index.html","accession_number":"0001213900-26-058485","cik":"0001638911","ticker":"DUKR","issuer_name":"DUKE Robotics Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1638911/0001213900-26-058485-index.html","primary_entity_key":"0001638911","primary_entity_name":"DUKE Robotics Corp."},"word_count":754,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn\nMay 14, 2026, DUKE Robotics Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)\nwith Maxim Group LLC, as representative of the several underwriters identified therein (the “Underwriters”), relating to\nthe public offering (the “Offering”) of 1,125,000 units, with each unit consisting of one share of the Company’s common\nstock, par value $0.0001 (the “Shares”), and warrants to purchase one share of the Company’s common stock (the “Warrants”)\nat an exercise price of $8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise\nprovisions. The combined price public offering price per Unit was $8.20. Under the terms of the Underwriting Agreement, we granted the\nUnderwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares\nof common stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of\ncommon stock.\n\n \n\nOn\nMay 18, 2026, the Company closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and\nWarrants, resulting in aggregate gross proceeds of approximately $9,225,000, before deducting underwriting discounts and commissions\nand estimated offering expenses. The Company intends to use the net proceeds of this offering to provide funding for research and development,\nsales force expansion, marketing, business development and potential acquisitions and for general working capital. Concurrently with\nthe closing of the Offering, the Company also issued warrants to purchase an aggregate of up to 90,000  shares\nof its common stock to the representative of the Underwriters or their designees, with an exercise price of $10.25 per share (the “Representative’s\nWarrants”). The Representative’s Warrants are exercisable beginning on November 14, 2026, and expire on November 14, 2031,\npursuant to the terms and conditions of the Representative’s Warrants.\n\n \n\nOn\nMay 14, 2026, the Company entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Equiniti Trust Company\nLLC (“Equiniti”), appointing Equiniti as Warrant Agent for the Warrants.\n\n \n\nThe\nShares and Warrants were offered, issued and sold to the public pursuant to a registration statement on Form\nS-1 (File No. 333-294808) filed with the Securities and Exchange Commission (“SEC”),\nwhich was declared effective by the SEC on May 14, 2026, as well as pursuant to a registration statement on Form S-1MEF (File No. 333-295917)\nwhich was deemed automatically effective upon filing on May 14, 2026, and the prospectus forming\na part thereof.\n\n \n\nThe\nUnderwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,\nother obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting\nAgreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such\nagreement and were subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company\nalso granted the Underwriter a right of first refusal, for a period of 18 months from the closing of the Offering, to act as sole managing\nunderwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding\ncommercial bank debt) offerings undertaken during such period by the Company, or any of the Company’s successors or subsidiaries,\non customary terms in the United States. Pursuant to the Underwriting Agreement, the Company and its directors, officers and certain\nshareholders have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any\nits common stock or securities convertible into common stock for a period of six months in the case of the Company and our officers,\ndirectors and certain shareholders after the effective date of the Offering.\n\n \n\nThe\nforegoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached as Exhibit\n1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Warrant Agent Agreement, the form of Warrant issuable\nthereunder and the form of Representative’s Warrants and are qualified in their entirety by reference to the Warrant Agent Agreement,\nthe form of Warrant and the form of Representative’s Warrant, attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated\nherein by reference."}