Nukkleus (NASDAQ: NUKK) closes related-party Star 26 Capital deal

Rhea-AI Filing Summary

Nukkleus Inc. reported that it has completed the acquisition of 100% of the capital stock of Star 26 Capital, Inc., which now becomes its wholly owned subsidiary. The deal followed an Amended and Restated Securities Purchase Agreement that was approved by Nukkleus shareholders on December 16, 2025 and confirmed by Nasdaq on January 9, 2026.

The consideration included common stock, a warrant, promissory notes and cash. At closing, Nukkleus cancelled promissory notes previously issued by Star 26 with an aggregate principal amount of $4,500,000, applying this as a credit against cash otherwise payable, and funded the remaining cash portion from cash on hand. Star 26 holds interests in defense and technology businesses.

The company disclosed that its chief executive officer, Menachem Shalom, is also the founder and controlling shareholder of Star 26 and, after the transaction, beneficially owns approximately 27.83% of Nukkleus. The common shares and warrant issued in the deal were sold in a private offering relying on Section 4(a)(2) and Rule 506(b), only to accredited investors, and are characterized as restricted securities.

Insights

Corporate governance and M&A analyst

Nukkleus closes a related-party Star 26 acquisition, increasing insider ownership concentration.

Nukkleus Inc. has completed the purchase of all equity in Star 26 Capital, Inc., making it a wholly owned subsidiary under an Amended and Restated Securities Purchase Agreement. The consideration structure combines equity, a warrant, short-term notes and cash, while the company also cancelled Star 26 promissory notes with an aggregate principal amount of $4,500,000 and applied this as a credit against cash payable at closing.

A key governance feature is that CEO Menachem Shalom was already the founder and controlling shareholder of Star 26 and, post-transaction, beneficially owns about 27.83% of Nukkleus. This links the transaction to a related-party dynamic and increases ownership concentration, which some investors may evaluate closely in light of board oversight and future capital allocation decisions.

The company financed the cash portion of the price from cash on hand and issued common stock and a warrant in a private placement under Section 4(a)(2) and Rule 506(b) to accredited investors as restricted securities. Future periodic filings that include Star 26’s consolidated results and the referenced pro forma financial information will help clarify the economic contribution and integration effects of this acquisition.

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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): January 12, 2026

NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

575 Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

(212) 791-4663

(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 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 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Acquisition

On January 12, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), completed its acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., a Nevada corporation (“Star 26”), pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement and Call Option, dated September 15, 2025 (the “Purchase Agreement”), by and among the Company, Star 26, the shareholders of Star 26 (the “Sellers”), and Menachem Shalom, as representative of the Sellers. The Purchase Agreement was filed as Exhibit 10.1 to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025.

As a result of the acquisition, Star 26 became a wholly-owned subsidiary of the Company. The transaction was approved by the shareholders of the Company on December 16, 2025 and confirmed by The Nasdaq Stock Market LLC on January 9, 2026.

Pursuant to the terms of the Purchase Agreement, the aggregate consideration paid by the Company consisted of the following:

(i) $16,000,000, which was paid to Star 26 by the issuance by the Company of a 12-month note (the “Investment Note”);

(ii) $500,000 in cash, representing $5,000,000 less $4,500,000 previously borrowed by Star 26 from the Company;

(iii) 4,770,340 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”);

(iv) A warrant (the “Warrant”) to purchase 12,017,648 shares of Common Stock at an exercise price of $1.50 per share, exercisable for a period of five years from the closing date;

(v) A promissory note in the principal amount of $3,000,000 (the “Six-Month Note”), which note accrues interest at the rate of 8% per annum and matures July 12, 2026; and

(vi) A promissory note in the principal amount of $3,000,000 (the “Three-Month Note”), which note matures April 12, 2026.

The Common Stock, the Warrant, the Six-Month Note and Three-Month Note were subsequently assigned by Star 26 to the Sellers, pro ratably based on their equity ownership in Star 26.

In connection with the closing, the Company cancelled certain promissory notes previously issued by Star 26 to the Company in the aggregate principal amount of $4,500,000. The cancellation of said indebtedness was applied as a credit against the cash consideration otherwise payable to Star 26 at closing.

The cash portion of the purchase price payable at closing was funded from the Company’s available cash on hand.

Star 26

Star 26 currently has interests in defense and technology businesses:

● A 100% ownership interest in B. Rimon Agencies Ltd. (“Rimon”), an Israeli corporation that operates as a supplier of generators, masts, and lighting solutions for defense applications, including components for the Iron Dome missile defense system. Rimon maintains distribution relationships with defense contractors.

● A majority ownership interest in Water.io Ltd. (TASE: WATR), a publicly traded Israeli company engaged in smart hydration technology, which recently completed the acquisition of Zorronet Ltd., a developer of AI-powered command center solutions.

● A convertible loan made to I.T.S Industrial Techno-logic Solutions an Israeli company specializing in mechanical and production engineering and in assembly services which owns 100% of Positech Ltd – an Israeli company specializing motion control and stabilization technologies.

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Menachem Shalom, who serves as the Chief Executive Officer and a director of the Company, is also the chief executive officer, founder and controlling shareholder of Star 26. As a result of the acquisition, Mr. Shalom beneficially holds approximately 27.83% of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares of Common Stock and the Warrant were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Star 26 and each of the Sellers represented to the Company that they are “accredited investors” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offering. The securities are “restricted securities” as defined in Rule 144 under the Securities Act and bear a restrictive legend.

Item 7.01 Regulation FD Disclosure

On January 13, 2026, the Company issued a press release announcing the closing of the Star 26 acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Star 26 required by Rule 3-05 of Regulation S-X were included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025, and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required by Article 11 of Regulation S-X was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025, and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
4.13*		Form of Warrant to Purchase Common Stock.
4.14*		Investment Note, dated January 12, 2026, issued by Nukkleus Inc. to Star 26 Capital Inc.
4.15*		Form of Three-Month Promissory Note issued to the Sellers.
4.16*		Form of Six-Month Promissory Note issued to the Sellers.
10.44*		Assignment from Star 26 Capital, Inc. to each of the shareholders, dated January 12, 2026.
99.1*		Press Release dated January 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

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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: January 13, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What transaction did Nukkleus (NUKK) report in this 8-K filing?

Nukkleus Inc. reported that it completed the acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., which as a result became a wholly owned subsidiary of Nukkleus.

How was the Star 26 acquisition by Nukkleus structured financially?

The aggregate consideration included common stock, a warrant, a Six-Month Note, a Three-Month Note, and cash. Nukkleus also cancelled Star 26 promissory notes with an aggregate principal amount of $4,500,000, applying that cancellation as a credit against the cash that would otherwise have been paid at closing.

How did Nukkleus fund the cash portion of the Star 26 purchase price?

The cash portion of the purchase price payable at closing was funded from Nukkleus’s available cash on hand, according to the disclosure.

Is the Star 26 acquisition a related-party transaction for Nukkleus (NUKK)?

Yes. The filing notes that Menachem Shalom, Nukkleus’s chief executive officer and a director, is also the chief executive officer, founder and controlling shareholder of Star 26. After the acquisition, he beneficially holds approximately 27.83% of Nukkleus.

How were the securities issued in the Star 26 deal by Nukkleus registered?

The shares of Common Stock and the Warrant issued in the acquisition were not registered with the SEC; they were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, only to parties that represented they were accredited investors, and are described as restricted securities.

What prior financial information about Star 26 does Nukkleus reference?

Nukkleus states that the audited financial statements of Star 26 required by Rule 3-05 of Regulation S-X and the unaudited pro forma financial information required by Article 11 were included in its Definitive Proxy Statement on Schedule 14A filed on November 24, 2025, and are incorporated by reference.

What are Star 26’s business interests as described by Nukkleus?

The filing notes that Star 26 currently has interests in defense and technology businesses, indicating the sectors Nukkleus is gaining exposure to through this acquisition.