[8-K] Nukkleus Inc. Reports Material Event

Rhea-AI Filing Summary

Nukkleus Inc. reported that Nasdaq's Listing Qualifications Department confirmed the company has regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A). The company said this matter is closed following that written confirmation. The filing identifies common stock (ticker NUKK) and warrants (ticker NUKKW) listed on The Nasdaq Stock Market and includes a press release dated September 29, 2025. The report is signed by Chief Executive Officer Menachem Shalom.

Positive

• Nasdaq compliance restored for the minimum market value requirement under Rule 5450(b)(2)(A), eliminating the immediate delisting threat
• Trading continuity preserved for NUKK common stock and NUKKW warrants listed on The Nasdaq Stock Market

Negative

• No quantitative details provided on the market value or how compliance was restored, limiting transparency
• No disclosure of remedial actions or governance steps taken to prevent potential future noncompliance

Insights

Securities Compliance Analyst

TL;DR Nasdaq confirmed restoration of compliance with the minimum market value listing requirement, closing the deficiency notice.

The company's disclosure is concise and narrowly focused on regulatory compliance with Nasdaq Listing Rule 5450(b)(2)(A). Regaining compliance removes the immediate delisting risk tied to the market value threshold and restores normal reporting visibility for shareholders. The filing does not disclose the market value figure, the period of noncompliance, or actions taken to regain compliance, limiting assessment of recurrence risk. No financial metrics or operational details are provided.

Corporate Governance Expert

TL;DR Closing of the Nasdaq deficiency is positive for corporate governance and shareholder market access.

This 8-K communicates a remediated listing deficiency, which is a governance win because it preserves trading continuity and the company’s Nasdaq listing status. The disclosure lacks detail on the steps management took to cure the deficiency, such as financing, share consolidation, or market capitalization improvements, so stakeholders cannot fully evaluate sustainability of compliance. The filing contains no discussion of related board actions or shareholder approvals.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14^th Floor

New York, New York 10017

(Address of principal executive offices)

646-257-4214

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NUKK		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share		NUKKW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 26, 2025, Nukkleus Inc. (the “Company”) received written confirmation from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Rule”). Consequently, the Company is now in compliance with the Market Value Rule and this matter has been closed.

As previously disclosed, on August 28, 2025, the Company received a notification letter from Nasdaq indicating that the Company was not in compliance with the Market Value Rule because the Company had failed to maintain a minimum market value of listed securities of $50,000,000 over the previous 10 consecutive business days as required by The Nasdaq Global Market. The Company had been provided a compliance period of 180 calendar days, or until February 24, 2026, to regain compliance.

Nasdaq’s September 26, 2025 letter confirmed that, for the last 10 consecutive business days from September 15, 2025 to September 26, 2025, the Company’s market value of listed securities had been $50,000,000 or greater. As a result, the Company has demonstrated compliance with the Market Value Rule, and Nasdaq has determined that the Company has regained compliance.

On September 29, 2025, the Company issued a press release announcing that it regained compliance with the Market Value Rule. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company is pleased to have achieved this important milestone well ahead of the February 2026 compliance deadline.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated September 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUKKLEUS INC.
Date: September 29, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What did Nukkleus Inc. (NUKK) report in this 8-K?

The company reported that Nasdaq confirmed it has regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A) and that the matter is closed.

Which securities were mentioned in the filing for Nukkleus Inc.?

The filing references Nukkleus common stock, ticker NUKK, and warrants exercisable for common stock, ticker NUKKW, both listed on The Nasdaq Stock Market.

Does the filing state how Nukkleus regained Nasdaq compliance?

No. The filing states Nasdaq confirmed compliance but does not disclose the specific market value figure or the actions taken to regain compliance.

When was the press release cited in the 8-K dated?

The filing cites a press release dated September 29, 2025.

Who signed the 8-K for Nukkleus Inc.?

The form is signed by Menachem Shalom, Chief Executive Officer.