Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements". You should review the "Risk Factors" section of our Annual Report for the fiscal year ended December 31, 2020 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We are a robotics company dedicated to the development of an advanced robotics system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Our advanced robotics system is able to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target.

We were founded in 2014 as Unlimited Aerial Systems, LLP ("UAS LLP"), and until the consummation of the Share Exchange Agreement (as hereinafter defined), we were a developer and manufacturer of commercial unmanned aerial systems, or drones, with the goal of providing a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first responder markets.

On March 9, 2020, we closed on the Share Exchange Agreement (the "Share Exchange Agreement"), pursuant to which Duke Robotics, Inc., a Delaware corporation ("Duke") became our majority-owned subsidiary (the "Share Exchange"). 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.

On April 29, 2020, we, Duke, and UAS Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary ("UAS Sub"), executed an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which UAS Sub was to merge, upon the satisfaction of customary closing conditions, with and into Duke, with Duke surviving as our wholly-owned subsidiary (the "Short-Form Merger"). Pursuant to the Merger Agreement, we intended to acquire the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange. On June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became our wholly-owned subsidiary and the Short-Form Merger was consummated.

Duke has a wholly-owned subsidiary, Duke Airborne Systems Ltd. ("Duke Israel"), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation. Our mailing address is 1 Etgar Street (1st Floor), Tirat-Carmel, Israel 3903212, and our telephone number is 011-972-4-8124101.

Readers are cautioned that to date, we have generated limited revenues and have not yet begun meaningful commercialization efforts with respect to our products. We intend in the long-term to derive substantial revenues from the sales of our products as well as future models of other robots and our unmanned aerial system ("UAS") platforms for both military and civilian use, but there can be no assurance that we will be able to do so.

On January 29, 2021, we, through Duke Israel, and Elbit Systems Land Ltd., an Israeli corporation ("Elbit"), entered into a collaboration agreement (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."

As of the date of this quarterly report, to date, we have not experienced any material impact on our financial condition and results of operations due to COVID-19, and we do not expect to experience any material impact on our overall liquidity positions and outlook as a result of the outbreak. Nevertheless, given that COVID-19 is still an ongoing event in different parts of the world, it is still not possible at this time to estimate the full impact that the COVID-19 pandemic, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by us in response to such spread, could have on our business results of operations and financial condition.





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Critical Accounting Policies

Please see Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for the summary of significant accounting policies. In addition, reference is made to Part I, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation of our Annual Report on Form 10-K for the year ended December 31, 2020 (filed on March 30, 2021) with respect to our Critical Accounting Policies and Estimates. The main changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2020, relates to convertible loans Derivative Liabilities and Fair Value of Financial Instruments.





Results of Operations

Comparison of the three months ended September 30, 2021 and 2020

Revenues. We had no revenues during the three months ended September 30, 2021 and September 30, 2020.

Research and Development. We had no research and development expenses during the three months ended September 30, 2021 and September 30, 2020.

General and Administrative. Our general and administrative expenses for the three months ended September 30, 2021, which consisted primarily of professional services and stock based compensation, amounted to $485,000, compared to $172,000 for the three months ended September 30, 2020. The increase in the general and administrative expenses for the three months ended September 30, 2021, was mainly due to increases in stock-based compensation expenses.

Financial Income Expense. For the three months ended September 30, 2021, we had financial income of $253,000 compared to financial expense of $55,000 for the three months ended September 30, 2020. The reason for the decrease in financial expenses for the three months ended September 30, 2021, was due to an increase in the fair value of the Warrant (as hereinafter defined) issued in the Offering (see note 4 to the financial statements) partially offset by decrease in our interest expenses due to repayments of our previously outstanding convertible loans in previous quarters.

Net Loss. We incurred a net loss of $787,000 for the three months ended September 30, 2021 as compared to $227,000 in net loss for the three months ended September 30, 2020. The reason for the increase in net loss is mainly due to the reasons described above.

Comparison of the nine months ended September 30, 2021 and 2020

Revenues. During the nine months ended September 30, 2021, we generated revenues of $500,000. We had no revenues for the nine months period ended September 30, 2020. The reason for the increase in revenues was mainly due to the revenues derived from the Collaboration Agreement with Elbit.

Research and Development. We had no research and development expenses during the nine months ended September 30, 2021 and September 30, 2020

General and Administrative. Our general and administrative expenses for the nine months ended September 30, 2021, which consisted primarily of professional services, legal expenses and stock-based compensation expenses, amounted to $918,000, compared to $1,114,000 for the nine months ended September 30, 2020. This decrease in general and administrative expenses for the nine months ended September 30, 2021 was mainly due to a decrease in stock-based compensation of $146,000 and a decrease in legal expenses of $66,000.

Financial Expense. For the nine months ended September 30, 2021, we had financial expense of $619,000 compared to financial expense of $115,000 for the nine months ended September 30, 2020. The reason for the increase in financial expenses for the nine months ended September 30, 2021, was mainly due to a increase in interest expense related to our previously outstanding convertible loans and an increase in the fair value of the Warrant issued in the Offering (see note 4 to the financial statements) partially offset by interest income related to the extinguishment of a portion of stockholders' loans recorded in the nine months ended September 20, 2021.





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Net Loss. We incurred a net loss of $954,000 for the nine months ended September 30, 2021 as compared to a net loss of $1,229,000 for the nine months ended September 30, 2020. The reason for the decrease in net loss is mainly due to the reasons described above.

Liquidity and Capital Resources

We had $3,730,000 in cash at September 30, 2021 versus $271,000 in cash at September 30, 2020. Cash used by operations for the nine months ended September 30, 2021 was $64,000 as compared to $692,000 for nine months ended September 30, 2020. The reason for the decrease in cash used by operations was primarily due to the revenues generated, and the decrease in our net loss, during the nine months ended September 30, 2021, compared to our net loss during the nine months ended September 30, 2020, as described above.

Net cash provided by financing activities was $3,689,000 for the nine months ended September 30, 2021, as compared to net cash used by financing activities of $940,000 for the nine months ended September 30, 2020. The increase in net cash provided by financing activities is mainly the result of the net proceeds in the aggregate amount of $4,649,000 we received in our private placement that closed in May 2021 (as described below) offset by repayments of previously outstanding convertible loans in the amount of $954,000 during the nine months ended September 30, 2021 and of proceeds received from those certain Convertible Loan Agreements (as hereinafter defined) in the aggregate amount of $965,000 as of September 30, 2020.

On September 2, 2019, we executed a promissory note having a total principal amount of $35,000 bearing interest at 6% per annum and maturing September 2, 2021 (the "Promissory Note"). The Promissory Note was a non-recourse and carried no personal guarantees. In conjunction with the consummation of the Share Exchange, and as a condition thereof, on March 6, 2020, we entered into several Securities Exchange Agreements, on the same terms, to exchange the Promissory Note for 9,623,621 shares of our common stock, par value $0.0001 per share (the "Common Stock"). On May 18, 2021, the we issued 54,019 shares of Common Stock of the Company, to several holders pursuant to the terms of the Security Exchange Agreements pursuant to which, such holders were entitled to an anti-dilution clause in the event that the Convertible Debentures were converted into shares of our Common Stock.

In connection with the Share Exchange, immediately prior to the Effective Time, we entered into several convertible loan agreements, on the same terms, in the aggregate amount of $965,000 (each, a "Convertible Loan Agreement"). The terms of the Convertible Loan Agreements required repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provide that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific lender with three business days' written notice prior to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of common stock of the Company. The Convertible Loan Agreements bore simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. On December 9, 2020, we utilized our rights under the Convertible Loan Agreements and extended the terms of the loans for an additional twelve months. As of March 31, 2021, the Convertible Loan Agreements had an aggregate outstanding principal balance of $835,000. During May 2021, we repaid the full balance of the principal of the Convertible Loans in the amount of $835,000.

Also, in connection with the Share Exchange, we entered into securities exchange agreements (each, an "Exchange Agreement") with our outstanding debt, Alpha Capital Anstalt ("Alpha") and GreenBlock Capital LLC ("GBC") to respectively cancel existing debentures or debt in the total amount of $658,323 and in exchange issue new debentures in the aggregate amount of $400,000 and issue 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively. The New Debentures matured three years from the Effective Date, bore interest at a rate of 8% per year and were only convertible into shares of the Company's common stock, at an original conversion price of $0.3740 (the "Original Conversion Price"); provided, however, that such Original Conversion Price shall be adjusted downward in the event that the Company, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company's common stock at an effective price per share that is lower than the Original Conversion Price (such issuance, a "Dilutive Event"). In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. As of March 31, 2021, the Convertible Debentures had an aggregate outstanding principal balance of $200,000. Subsequent to March 31, 2021, a portion of the Convertible Debentures, representing an aggregate amount of $110,614 (including interest) was converted into 295,759 shares of Common Stock. During May 2021, we prepaid the full balance of the principal and interest amount of the Convertible Debentures in the amount of $108,541.





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On May 11, 2021, we entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with eight (8) non-U.S. investors (the "Investors"), pursuant to which we, in a private placement offering (the "Offering"), agreed to issue and sell to the Investors an aggregate of: (i) 12,500,000 shares of our Common Stock at a price of $0.40 per share; and (ii) warrants (the "Warrants") to purchase 12,500,000 of our Common Stock. The Warrants are 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.

In view of our cash balance following the above transactions, we anticipate that our cash balances will be sufficient to permit us to conduct our operations [up to the end of 2023]. We may also satisfy its liquidity through the sale of its securities, either in public or private transactions.

If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, 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 adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

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