Nukkleus Inc. Acquires Nimbus Drones Technologies, an Israeli UAV and Counter-UAS Company

Rhea-AI Summary

Nukkleus (NASDAQ: NUKK) acquired 100% of Israeli unmanned aerial systems firm Nimbus Drones Technologies effective Jan 16, 2026. Consideration included 1,850,000 shares of Nukkleus common stock and a $3.25 million 24-month convertible note convertible at $2.00 per share. Nimbus reported approximately $940,000 in FY2025 revenue. The deal expands Nukkleus's portfolio into UAV operations, counter-UAS R&D, mapping and training services and is positioned to support the company's strategy to build a cluster of drone and robotics businesses across defense and critical industries.

Positive

• Acquired 100% of Nimbus, adding UAV and counter-UAS capabilities
• Consideration included 1,850,000 shares issued to sellers
• Deal includes a $3.25M 24-month convertible note at $2.00 per share
• Nimbus reported ~ $940,000 in FY2025 revenue

Negative

• Convertible note at $2.00 creates potential shareholder dilution if converted
• Issued 1,850,000 shares increases share count; dilution magnitude not disclosed
• Nimbus revenue (~$940k) indicates modest scale relative to typical public-company acquisitions

News Market Reaction

-4.38%

2 alerts

-4.38% News Effect

-$3M Valuation Impact

$61M Market Cap

0.1x Rel. Volume

On the day this news was published, NUKK declined 4.38%, reflecting a moderate negative market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $61M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Stock consideration: 1,850,000 shares Convertible note: $3.25 million Note term: 24 months +5 more

8 metrics

Stock consideration 1,850,000 shares Nukkleus common stock issued to acquire 100% of Nimbus

Convertible note $3.25 million 24-month convertible note issued as part of Nimbus consideration

Note term 24 months Maturity of the $3.25 million convertible note

Conversion price $2.00 per share Fixed conversion price of the Nimbus acquisition note

Nimbus FY 2025 revenue $940,000 Nimbus reported revenues for FY 2025

Equity acquired 100% Equity interest in Nimbus on a fully-diluted basis

Nimbus founding year 2024 Year Nimbus was established as an aerospace robotics company

52-week high discount -90.84% NUKK price vs. 52-week high before Nimbus acquisition news

Market Reality Check

Price: $2.06 Vol: Volume 1300278 is roughly...

normal vol

$2.06 Last Close

Volume Volume 1300278 is roughly in line with the 1307314 20-day average (relative 0.99). normal

Technical Price at 3.65 is trading below the 200-day MA of 8.66, reflecting a longer-term downtrend.

Peers on Argus

NUKK gained 1.11% pre-news while peers were mixed: NTCL +2.64%, MTC +7.34%, but ...

NUKK gained 1.11% pre-news while peers were mixed: NTCL +2.64%, MTC +7.34%, but CYN -6.54% and SAGT -0.51%, indicating stock-specific drivers rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Acquisition closing	Positive	-4.6%	Closed Star 26 Capital acquisition adding defense manufacturing and AI assets.
Dec 30	Acquisition closing	Positive	-1.7%	Completed Tiltan acquisition bringing defense AI and simulation capabilities.
Dec 17	Acquisition approval	Positive	-2.1%	Shareholders approved 100% acquisition of Star 26 and related share issuances.
Nov 28	SPAC closing	Positive	-3.1%	Closed SC II SPAC IPO with <b>$172.5M</b> gross proceeds at <b>$10</b> per unit.
Nov 26	SPAC pricing	Positive	-8.9%	Priced SC II SPAC IPO units at <b>$10</b> targeting up to <b>$172.5M</b> raise.

Pattern Detected

Recent strategic and acquisition news has often been followed by negative next-day price moves, suggesting a pattern of selling into positive corporate developments.

Recent Company History

Over the last few months, Nukkleus has focused on defense-aligned growth and capital structuring. It advanced the Star 26 Capital acquisition through shareholder approvals on Dec 16, 2025 and closed the deal on Jan 13, 2026. The company also closed and priced its SC II SPAC IPO, raising up to $172.5 million. Despite these seemingly positive milestones, the stock saw negative 24-hour reactions after each, framing today’s Nimbus acquisition within a pattern of post-news selling.

Market Pulse Summary

This announcement extends Nukkleus’s defense pivot by acquiring Nimbus, adding unmanned aerial syste...

Analysis

This announcement extends Nukkleus’s defense pivot by acquiring Nimbus, adding unmanned aerial systems, UAV operations, and counter‑UAS capabilities using 1,850,000 shares plus a $3.25 million convertible note at $2.00 per share. It follows recent acquisitions of Star 26 and Tiltan, indicating a portfolio build-out across defense technologies. Investors may watch how Nimbus’s reported $940,000 FY 2025 revenue scales within the platform and how ongoing equity issuance affects valuation and integration outcomes.

Key Terms

convertible note, uav, counter-uas, unmanned aerial systems, +1 more

5 terms

convertible note financial

"a $3.25 million 24-month convertible note (the “Note”) in exchange"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

uav technical

"expertise in both UAV operations and counter-UAS technology positions them"

An unmanned aerial vehicle (UAV) is an aircraft that flies without a pilot on board, controlled remotely or by onboard software like a self-driving car. Investors care because UAVs are used across industries—delivery, agriculture, inspection, mapping, and defense—so demand, regulation, or technological advances can quickly affect revenue and costs for companies that make, operate, or rely on them. Think of a UAV as a robotic helper in the sky whose growing use can change market opportunities and risks.

counter-uas technical

"UAV operations and counter-UAS technology positions them well in this market"

Counter-UAS (counter-unmanned aircraft systems) are tools and tactics used to detect, track, and disable or divert drones that pose a threat to people, property, or operations. Think of them as a combination of a security camera, alarm system, and net that can find an unwanted flying device and stop it before it causes harm. Investors care because demand, regulation, and deployment of these systems affect revenue, contract opportunities, legal risk, and the valuation of companies that build or use them.

unmanned aerial systems technical

"specializing in professional unmanned aerial systems and services"

Unmanned aerial systems are complete drone setups: the aircraft itself plus the remote control, sensors, communications links and support equipment that let it fly without a person on board. Think of it as a flying robot plus its command center and toolbox. Investors watch these systems because they open new commercial and defense markets, carry revenue and regulatory risks, and can change how goods, data and services are delivered.

red-team simulation technical

"aerial imaging, red-team simulation for defense exercises, counter-UAS"

A red-team simulation is a controlled exercise in which outside or internal experts act like real-world attackers or hostile actors to test a company’s defenses, decision-making and response plans. It matters to investors because it exposes weaknesses before they lead to actual losses or regulatory trouble—similar to a fire drill revealing blocked exits—so results can affect a firm’s operational resilience, potential costs, legal risk and investor confidence.

AI-generated analysis. Not financial advice.

Acquisition expands Nukkleus’ portfolio into unmanned aerial systems sector

NEW YORK and TEL AVIV, Israel, Jan. 16, 2026 (GLOBE NEWSWIRE) -- Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and developer of high-potential businesses in the Aerospace and Defense (A&D) sector, today announced that it has acquired 100% of Nimbus Drones Technologies and Marketing Ltd. ("Nimbus"), an Israeli private company specializing in professional unmanned aerial systems and services.

In consideration for Nimbus, Nukkleus issued 1,850,000 shares of its common stock, and a $3.25 million 24-month convertible note (the “Note”) in exchange for a 100% equity interest in Nimbus on a fully-diluted basis. The Note is convertible at a fixed price of $2.00 per share. According to Nimbus, revenues for FY 2025 were approximately $940,000.

Menny Shalom, CEO of Nukkleus, stated, "The acquisition of Nimbus represents another milestone for Nukkleus as it has significantly strengthened our growing defense technology portfolio. The unmanned aerial systems sector continues to see significant demand globally, and Nimbus's expertise in both UAV operations and counter-UAS technology positions them well in this market. We look forward to working with the Nimbus team to explore opportunities to leverage their capabilities within our broader platform."

Nukkleus aims to build and operate a cluster of drone companies and technologies that would leverage the increasing global demand for robotic and drone solutions.

About Nimbus Drones Technologies

Nimbus is an Israeli aerospace robotics company established in 2024 that specializes in the design, production and operation of fully customized unmanned aerial systems for professional applications in critical industries and services. Headquartered in Netanya, Israel, Nimbus provides comprehensive UAV solutions including drone systems sales and maintenance, mapping and surveying services, aerial imaging, red-team simulation for defense exercises, counter-UAS research and development, and certified flight training programs. Nimbus serves a diverse customer base across defense, public sector, commercial, and agricultural industries.

About Nukkleus Inc.

Nukkleus Inc. (NASDAQ: NUKK) focuses on acquiring and scaling mission-critical suppliers across the defense, aerospace, and advanced manufacturing sectors. Nukkleus targets Tier 2 and Tier 3 companies that form the industrial backbone of national security infrastructure in the US, Israel and Europe. Through its proprietary capital model, Nukkleus integrates operational capabilities, financial discipline, and long-term vision to modernize and expand strategic suppliers—supporting dual-use innovation and resilient supply chains. The company's portfolio approach combines organic growth with disciplined M&A, enabling transformational scale and positioning Nukkleus at the core of 21st-century defense industrial strategy.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the Company's expectations with respect to the acquisition. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the parties may not execute a definitive agreement on mutually acceptable terms or at all, that conditions to closing may not be satisfied, and that the transaction may not close on the anticipated timeline or at all. Risk factors described under "Risk Factors" in Nukkleus' most recently filed annual report on Form 10-K, as updated from time to time in its quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements in this press release. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Nukkleus undertakes no obligation to update any forward-looking statement contained in this press release to reflect events that occur or circumstances that exist after the date of this press release, except as required by law.

Investor Relations Contacts:

The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611
lcati@theequitygroup.com

Val Ferraro
Tel: +1 212 836-9612
vferraro@theequitygroup.com

Company Contact:
Nukkleus Inc.
575 Fifth Avenue, 14th Floor
New York, New York 10017
Tel: +1 (212) 791-4663
info@nukk.com

FAQ

What did Nukkleus (NUKK) pay to acquire Nimbus Drones on Jan 16, 2026?

Nukkleus issued 1,850,000 shares and a $3.25 million 24-month convertible note convertible at $2.00 per share.

How large were Nimbus Drones' revenues before the Nukkleus acquisition?

Nimbus reported approximately $940,000 in revenue for FY2025.

What capabilities does Nimbus add to Nukkleus (NUKK)?

Nimbus brings professional UAV systems, mapping and surveying, aerial imaging, counter-UAS R&D and certified flight training.

When does the convertible note issued in the Nukkleus–Nimbus deal mature?

The convertible note has a 24-month term from issuance.

What is the conversion price of the convertible note in the Nukkleus acquisition of Nimbus?

The note is convertible at a fixed price of $2.00 per share.