Nukkleus (NASDAQ: NUKK) acquires Nimbus Drones in stock and note deal

Rhea-AI Filing Summary

Nukkleus Inc. reported that it has completed the acquisition of 100% of Israeli unmanned aerial systems company Nimbus Drones Technologies and Marketing Ltd.

Under the stock purchase agreement, Nukkleus issued 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24‑month note bearing 6% interest to the seller in exchange for all Nimbus shares. The note is convertible at the seller’s option at a fixed price of $2.00 per share and includes a 4.99% beneficial ownership cap, limiting how much of Nukkleus’s common stock the holder can own through conversion.

The securities were issued as unregistered, relying on Section 4(a)(2) and Rule 506(b) exemptions, with the seller represented as an accredited investor and the instruments designated as restricted securities.

Insights

M&A and Capital Structure Analyst

Nukkleus uses stock and a capped convertible note to buy Israeli drone firm Nimbus.

Nukkleus Inc. has completed a strategic acquisition of Nimbus Drones Technologies and Marketing Ltd., an Israeli aerospace robotics company specializing in customized unmanned aerial systems for professional and critical‑industry applications. The consideration combines 1,850,000 restricted common shares with a $3,250,000 24‑month convertible note bearing 6% interest, convertible at $2.00 per share at the seller’s option.

This structure mixes equity and debt, with potential future share issuance if the note is converted. A key feature is the 4.99% beneficial ownership limitation, which restricts the noteholder from converting into a stake above that level, effectively pacing any equity overhang. Because the transaction size and Nimbus’s financial contribution are not quantified here relative to Nukkleus, the overall impact on valuation and leverage cannot be fully assessed from this disclosure alone.

The securities were issued as restricted, relying on Section 4(a)(2) and Rule 506(b) exemptions, and the seller is described as an accredited investor, which aligns the deal with private offering rules. Future company filings that include Nimbus’s financial results and any note conversions will provide a clearer view of how this acquisition influences Nukkleus’s revenue mix and capital structure.

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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, 14^th 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.

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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).

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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 16, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

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

Nukkleus Inc. completed the acquisition of 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli company focused on professional unmanned aerial systems and services.

How did Nukkleus Inc. pay for the Nimbus acquisition?

Nukkleus paid with 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24-month note bearing 6% interest issued to the sole shareholder of Nimbus.

What are the key terms of the Nukkleus convertible note issued in the deal?

The note has a principal amount of $3,250,000, a 24-month term, 6% interest, and is convertible at the seller’s option at a fixed price of $2.00 per share, with a 4.99% beneficial ownership cap.

How were the Nukkleus shares and note issued from a securities law perspective?

The common stock and convertible note were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, to an accredited investor, and are characterized as restricted securities bearing a restrictive legend.

What does Nimbus Drones Technologies and Marketing Ltd. do?

Nimbus is an Israeli aerospace robotics company established in 2024 that specializes in designing, producing, and operating fully customized unmanned aerial systems for professional applications in critical industries and services.

Did Nukkleus issue a press release about the Nimbus acquisition?

Yes. On January 16, 2026, Nukkleus issued a press release announcing the execution and delivery of the stock purchase agreement to purchase Nimbus, which is furnished as Exhibit 99.1.