Sec Form 13D Filing - Y.D. More Investments Ltd filing for - 2026-06-02

The address of the principal office of each of YDM, MPF, MCI LP, Mr. Eli Levy and Mr. Yosef Levy is 2 Ben-Gurion Street, Ramat Gan, Israel. The address of the principal office of BYM is 23 Tuval St., Ramat Gan, Israel. The home addresses of the Reporting Persons who are individuals are as set forth above.

The principal businesses or occupations of the Reporting Persons are as set forth above.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The citizenship of each Reporting Person is as set forth on the applicable cover page. The information required by General Instruction C to Schedule 13D is listed in Annex A hereto and is incorporated herein by reference.

The Reporting Persons utilized the funds of the relevant Reporting Persons (MPF, MCI LP and Yosef Levy) that directly hold the shares of common stock and warrants to purchase common stock ("warrants") reported herein for the acquisition of those securities. No new securities have been acquired by the Reporting Persons from the filing of Amendment No. 2 to the Schedule 13D until the filing of this Amendment No. 3.

The Reporting Persons are filing this Amendment No. 3 to Schedule 13D ("Amendment No. 3") to amend and supplement the Statement of Beneficial Ownership on Schedule 13D originally filed by the Reporting Persons with the SEC on July 6, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on January 29, 2024 ("Amendment No. 1"), and as further amended by Amendment No. 2 filed with the SEC on June 25, 2024 ("Amendment No. 2"), with respect to the common stock of the Issuer. This Amendment No. 3 is being filed in order to report changes in the Reporting Persons' beneficial ownership percentages resulting from: (i) the additional warrant amendment agreement, dated March 10, 2026 (described below); (ii) the 1-for-25 reverse stock split of the common stock effective March 6, 2026; and (iii) the Issuer's Nasdaq uplisting and public offering, which closed on May 18, 2026. The securities described in this Amendment No. 3 were acquired for investment purposes. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Depending upon the factors discussed herein and subject to applicable law, the Reporting Persons may from time to time acquire additional securities of the Issuer in the open market or in privately negotiated transactions and/or exercise warrants for underlying shares of common stock, or sell or otherwise dispose of some or all of their securities of the Issuer. Warrant Amendment Agreement -- March 10, 2026 On March 10, 2026, each of MPF, MCI LP and Yosef Levy entered into an additional Warrant Amendment Agreement with the Issuer (each, a "2026 Warrant Amendment Agreement"), pursuant to which the expiration date of the exercise term of the warrants held by them was further extended from May 11, 2026 to May 1, 2031. The exercise price of the warrants ($16.25 per share, which reflects the existing exercise price, as adjusted to reflect the recent Reverse Stock Split) and the beneficial ownership blocker limiting exercise such that, after giving effect to such exercise, the holder will beneficially own not more than 19.99% of the Issuer's common stock, each as previously described in Amendment No. 2, remain in effect. The foregoing description of the 2026 Warrant Amendment Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of such agreement, which serves as Exhibit 23 hereto and which is incorporated herein by reference. Reverse Stock Split On March 4, 2026, the Issuer filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation in Nevada to effect a 1-for-25 reverse stock split, which became effective on March 6, 2026 (the "Reverse Stock Split"). Following the effectiveness of the Reverse Stock Split, the Issuer's outstanding shares of common stock, stock options, warrants and other equity-based instruments were adjusted to reflect the Reverse Stock Split, as applicable. The Reverse Stock Split was a technical corporate action and did not affect the Reporting Persons' beneficial ownership percentages; however, the number of shares of common stock and warrants beneficially owned by the Reporting Persons was adjusted proportionately as a result thereof. All share and warrant quantities reported in this Amendment No. 3 reflect the Reverse Stock Split. Nasdaq Uplisting and Public Offering On May 14, 2026, the Issuer entered into an underwriting agreement with Maxim Group LLC, as representative of the underwriters, in connection with a public offering of units consisting of shares of common stock and warrants. In connection therewith, the Issuer's common stock and warrants were approved for listing on the Nasdaq Capital Market and commenced trading under the symbols "DUKR" and "DUKRW," respectively. The offering closed on May 18, 2026 and resulted in an increase in the Issuer's issued and outstanding share capital. Such increase caused a material change in the Reporting Persons' beneficial ownership percentages relative to the percentages most recently reported in Amendment No. 2. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

The responses of the Reporting Persons to Rows (7) through (11), and (13), of the cover pages of this Amendment No. 3, as well as the footnote on each such cover page, are incorporated herein by reference. The aggregate percentage of common stock reported as beneficially owned by each Reporting Person was calculated based on 3,407,977 shares of common stock issued and outstanding as of May 19, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 20, 2026, plus such number of additional shares of common stock issuable upon exercise of warrants beneficially owned by the relevant Reporting Person, but subject to the limitation that exercise of those warrants cannot cause any Reporting Person to exceed 19.99% beneficial ownership.

The responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Amendment No. 3, are incorporated herein by reference. Except for Yosef Levy with respect to the 12,000 shares of common stock and 12,000 additional shares of common stock underlying warrants that he holds directly in his personal capacity, this Amendment No. 3 shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by the Schedule 13D, and each Reporting Person disclaims beneficial ownership of any such securities (except for Yosef Levy with respect to the securities that he holds directly). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13D disclaims the existence of any such group.

During the past 60 days, none of the Reporting Persons or Related Persons has effected any transactions in the common stock.

None.

Not applicable.

Item 6 is hereby amended by addition of the following: On March 10, 2026, each of MPF, MCI LP and Mr. Yosef Levy entered into the 2026 Warrant Amendment Agreement with the Issuer, pursuant to which the expiration date of the exercise term of the warrants held by each of them was further extended from May 11, 2026 to May 1, 2031. The exercise price of the warrants ($16.25 per share, which reflects the existing exercise price, as adjusted to reflect the recent Reverse Stock Split) and the 19.99% beneficial ownership blocker, each as previously described in Amendment No. 2, remain in effect. Except for the agreements described above and the Securities Purchase Agreements and agreements related to the warrants described in the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 1 - Joint Filing Agreement (incorporated herein by reference to Exhibit 1 of the Original Schedule 13D) Exhibits 2-22 - Incorporated herein by reference to the corresponding exhibits to Amendment No. 2 Exhibit 23 - Form of Amendment to Common Stock Purchase Warrant, dated as of March 10, 2026, between the Issuer and each of MPF, MCI LP, and Yosef Levy (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on April 1, 2026) Annex A - List of Executive Officers and Directors of Reporting Persons pursuant to General Instruction C to Schedule 13D