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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 15, 2026
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, 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 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
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.
On
January 15, 2026, Nukkleus Inc. (“Nukk” or the “Company”), entered into a stock purchase agreement (the “Agreement”)
pursuant to which it acquired 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli private company (“Nimbus”)
specializing in professional unmanned aerial systems and services.
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.
Pursuant
to the Agreement, Nukk issued 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24-month note bearing 6% interest,
to the sole shareholder of Nimbus, in exchange for all the issued and outstanding shares of Nimbus. The note is convertible at the option
of the seller at a fixed price of $2.00 per share. The Note also prohibits the Company from issuing the holder shares that would result
in the holder beneficially owning more than 4.99% of the outstanding Common Shares.
The
Agreement includes customary representations and warranties from the parties.
The
above description of the Agreement and the Note are qualified in their entirety by reference to the Agreement and the Note, copies of
which are attached hereto as Exhibits 4.17 and 10.45, respectively.
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 Convertible Note 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. The
seller represented to the Company that it is an “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 16, 2026, the Company issued a press release announcing the execution and delivery of the stock purchase agreement to purchase
Nimbus. 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
(d)
Exhibits
| Exhibit
No. |
|
Description |
4.17
|
|
Convertible Note dated January 15, 2026 issued by Nukkleus Inc. to Elad Defense LLC
|
| 10.45 |
|
Stock Purchase Agreement dated January 15, 2026 between Nukkleus Inc. and Elad Defense LLC. |
| 99.1 |
|
Press release dated January 16, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 16, 2026 |
By: |
/s/
Menachem Shalom |
| |
Name: |
Menachem
Shalom |
| |
Title: |
Chief
Executive Officer |
3
