As filed with the Securities and Exchange Commission on June 12, 2026

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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

(Address of Principal Executive Offices) (Zip Code)

DUKE Robotics Corp. 2021 Incentive Plan

(Full title of the plans)

Mr. Yossef Balucka

Chief Executive Officer

10 HaRimon Street

Mevo Carmel Science and Industrial Park, Israel, 2069203

(Name and address of agent for service)

+972-054-5707050

(Telephone number, including area code, of agent for service)

Copies to:

Oded Har-Even, Esq.

Ron Ben-Bassat, Esq.

Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 660-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. ¨

Explanatory Note

On June 21, 2021, DUKE Robotics Corp. (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-257199) (the “Original Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 192,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to the Company’s 2021 Incentive Plan (the “2021 Plan”).

The Company is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering 288,000 additional shares of Common Stock, available for issuance under 2021 Plan pursuant to the Company’s board of directors approval on March 18, 2025, to increase the amount of shares of Common Stock available under the 2021 Plan from 192,000 to 360,000 shares and on March 10, 2026 to increase the amount of shares of Common Stock available under the 2021 Plan from 360,000 to 480,000. In accordance with General Instruction E of Form S-8, the Original Registration Statement is incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Original Registration Statement, which is being updated by this registration statement.

On March 6, 2026, the Registrant effected a reverse stock split of its 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

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

ITEM 9. UNDERTAKINGS

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mevo Carmel Science and Industrial Park, Israel, on this 12th day of June, 2026.

POWER OF ATTORNEY

We, the undersigned officers and directors of DUKE Robotics Corp., hereby constitute and appoint Yossef Balucka and Shlomo Zakai and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this registration statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.

ATTACHMENTS / EXHIBITS

OPINION OF SULLIVAN & WORCESTER LLP

CONSENT OF KPMG

FILING FEE TABLE

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