Nukkleus (NUKK) holders back Star acquisition, $250M stock purchase plan and conversions

Rhea-AI Filing Summary

Nukkleus Inc. reported that stockholders approved four major share issuance proposals at a special meeting held on December 16, 2025. The meeting had a quorum with 7,425,406 shares of common stock represented, or about 44.60% of the 16,645,766 shares outstanding as of the record date.

Stockholders approved acquiring 100% of Star Capital 26, Inc. for a mix of cash and Nukkleus securities under an agreement that will result in a change of control and involves CEO Menachem Shalom as the controlling shareholder of Star. They also approved the issuance of common shares on exercise of restricted warrants for an aggregate 3,191,400 shares at an exercise price of $5.405 per share.

In addition, stockholders approved issuing shares under a Common Stock Purchase Agreement with Esousa Group Holdings, LLC, allowing sales of up to $250,000,000 of common stock, and approved common shares issuable upon conversion of Series A Convertible Preferred Stock initially convertible into 2,044,800 shares, with anti-dilution and automatic conversion features. Each proposal received over 99% of votes cast in favor.

Insights

Equity capital markets and corporate governance analyst

Nukkleus gained strong stockholder backing for large, potentially dilutive equity and M&A actions.

The approvals give Nukkleus Inc. broad authority to issue significant new equity across several instruments. The Star Capital 26, Inc. acquisition involves a change of control and a related party, as CEO Menachem Shalom is also Star’s controlling shareholder, but it passed with 7,394,813 votes for, about 99.68% of votes cast. This level of support indicates stockholders accepted the transaction’s terms and governance safeguards described in prior materials.

The warrant and preferred stock proposals formalize potential issuance of 3,191,400 warrant shares at $5.405 per share and initial conversion of Series A preferred into 2,044,800 common shares tied to a $10,000,000 investment, with price-based anti-dilution adjustments. Combined with the equity line of up to $250,000,000 of common stock under the Esousa Common Stock Purchase Agreement, these authorizations could materially expand the share count over time, though actual impact will depend on market conditions and counterparties’ decisions.

Each proposal received over 99% support among votes cast, suggesting strong alignment between management and participating stockholders on using equity to fund the Star acquisition and provide ongoing financing flexibility. Subsequent disclosures in future company filings will show how quickly these facilities are drawn, how the conversion price resets operate, and how the change of control through the Star transaction is implemented.

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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): December 16, 2025

NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation or organization)				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 of 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 5.07 Submission of Matters to a Vote of Security Holders.

On December 16, 2025, Nukkleus Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on November 17, 2025, the record date for the Special Meeting, there were 16,645,766 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), issued and outstanding, each of which was entitled to one vote per share on the proposals described below.

At the Special Meeting, the holders of 7,425,406 shares of the Common Stock, representing approximately 44.60% of the outstanding shares entitled to vote at the Special Meeting, were present or represented by valid proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

Proposal No. 1: Star Purchase Proposal

Proposal No. 1 was to approve the terms of the Amended and Restated Securities Purchase Agreement and Call Option, dated September 15, 2025, between the Company, Star Capital 26, Inc. (“Star”), the equity holders of Star (the “Star Equity Holders”), and Menachem Shalom, as representative of the Star Equity Holders, pursuant to which the Company will acquire 100% of Star in consideration of a combination of cash and Company securities. Pursuant to Nasdaq Listing Rule 5635, stockholder approval is required prior to the issuance of the shares due in connection with the Star Agreement, because (i) such shares are in excess of 19.99% of the number of shares of Common Stock outstanding before the issuance of such shares, (ii) said issuance effects a change of control of the Company and (iii) Menachem Shalom, the CEO and a director of the Company is the CEO, a director and the controlling shareholder of Star.

This proposal was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
7,394,813		23,676		6,917		0

This proposal received an affirmative vote of the majority of the shares voted at the Special Meeting. The number of shares voted for this proposal represented approximately 99.68% of the shares voted at the Special Meeting.

Proposal No. 2: Warrant Shares Proposal

Proposal No. 2 was to approve the issuance of shares of Common Stock upon the exercise of restricted common stock purchase warrants held by two accredited investors. These warrants entitle the holders to acquire an aggregate of 3,191,400 shares of Common Stock, subject to adjustment, at an exercise price of $5.405 per share.

This proposal was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
7,361,288		59,916		4,202		0

This proposal received an affirmative vote of the majority of the shares voted at the Special Meeting. The number of shares voted for this proposal represented approximately 99.19% of the shares voted at the Special Meeting.

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Proposal No. 3: ELOC Issuance Proposal

Proposal No. 3. was to approve the issuance of shares of Common Stock in connection with the Common Stock Purchase Agreement, dated September 19, 2025, by and between the Company and Esousa Group Holdings, LLC, pursuant to which, among other terms and conditions as provided therein, the Company may sell to the investor up to $250,000,000 of the Company’s Common Stock. The number of shares to be sold to the investor is in excess of 20% or more of the Company’s outstanding stock (or voting power), and therefore shareholder approval is required pursuant to Nasdaq Listing Rule 5635(d).

The proposal was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
7,374,880		43,358		7,168		0

This proposal received an affirmative vote of the majority of the shares voted at the Special Meeting. The number of shares voted for this proposal represented approximately 99.41% of the shares voted at the Special Meeting.

Proposal No. 4: Preferred Stock Conversion Issuance Proposal

Proposal No. 4 was to approve the issuance of shares of Common Stock upon the conversion of the Series A Convertible Preferred Stock which were issued in connection with the Securities Purchase Agreement, dated September 4, 2025, among the Company and two institutional investors, pursuant to which the investors purchased, for an aggregate purchase price of $10,000,000, (i) Series A Convertible Preferred Stock which are initially convertible into an aggregate of 2,044,800 shares of Common Stock and (ii) warrants initially exercisable into up to 3,191,400 shares of Common Stock. Each Share of Series A Preferred Stock has a stated value of $50,000 (the “Stated Value”) and will initially be convertible into 10,224 shares of Common Stock (the “Conversion Shares”) (or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)), calculated by dividing the Stated Value by the initial conversion price equal to $4.89 per Share (the “Initial Conversion Price”). The Initial Conversion Price is subject to adjustment upon stock splits, distributions, reorganizations, reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while the Series A Preferred Stock remains outstanding (subject to certain exempt issuances). The Initial Conversion Price will also be adjusted upon receipt of stockholder approval of this Proposal to the lower of (i) the then applicable conversion price and (ii) the price per share of the Common Stock on its trading market upon the earlier of (A) effectiveness of the registration statement required to be filed or (B) upon applicability of Rule 144 as it relates to the sale of the Conversion Shares. The Series A Preferred Stock is convertible at the option of the holder at any time and will be automatically converted into Common Stock or Pre-Funded Warrants in lieu thereof on the effective date of the registration statement whether or not stockholder approval has been obtained. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock could exceed 20% of the shares of Common Stock or 20% of the voting power outstanding before the issuance of said securities and therefore, in order to comply with Nasdaq Rule 5635(d) and the terms of the Securities Purchase Agreement, stockholder approval to issue shares is required.

The proposal was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
7,373,447		44,330		7,629		0

This proposal received an affirmative vote of the majority of the shares voted at the Special Meeting. The number of shares voted for this proposal represented approximately 99.40% of the shares voted at the Special Meeting.

For more information about the foregoing proposals, see the Proxy Statement filed with the Securities and Exchange Commission on November 24, 2025, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.

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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: December 17, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What did NUKK stockholders approve at the December 16, 2025 special meeting?

Stockholders of Nukkleus Inc. (NUKK) approved four proposals: the acquisition of 100% of Star Capital 26, Inc. for cash and company securities, the issuance of shares upon exercise of restricted warrants, the issuance of shares under a Common Stock Purchase Agreement with Esousa Group Holdings, LLC for up to $250,000,000 of common stock, and the issuance of common shares upon conversion of Series A Convertible Preferred Stock.

How many shares were outstanding and represented at the NUKK special meeting?

As of the record date of November 17, 2025, 16,645,766 shares of NUKK common stock were issued and outstanding. At the special meeting, holders of 7,425,406 shares, or about 44.60% of the outstanding shares entitled to vote, were present or represented by proxy, constituting a quorum.

What are the key terms of NUKK’s Star Capital 26, Inc. acquisition approval?

Stockholders approved an Amended and Restated Securities Purchase Agreement and Call Option under which Nukkleus will acquire 100% of Star Capital 26, Inc. for a mix of cash and NUKK securities. Nasdaq Listing Rule 5635 approval was required because the share issuance exceeds 19.99% of pre-transaction common stock, effects a change of control, and involves a related party, as CEO Menachem Shalom is also Star’s CEO, director and controlling shareholder.

What warrant and preferred stock issuances did NUKK stockholders approve?

Stockholders approved issuing common stock upon exercise of restricted warrants held by two accredited investors for an aggregate 3,191,400 shares at an exercise price of $5.405 per share. They also approved issuing common shares upon conversion of Series A Convertible Preferred Stock initially convertible into 2,044,800 shares of common stock at an initial conversion price of $4.89 per share, subject to anti-dilution and other adjustments.

What is the size of NUKK’s Common Stock Purchase Agreement with Esousa Group Holdings?

Under the Common Stock Purchase Agreement dated September 19, 2025, Nukkleus may sell to Esousa Group Holdings, LLC up to $250,000,000 of its common stock. The number of shares to be sold could exceed 20% of the company’s outstanding stock or voting power, requiring stockholder approval under Nasdaq Listing Rule 5635(d), which was obtained at the special meeting.

How strong was stockholder support for the NUKK proposals?

All four proposals received an affirmative vote of the majority of the shares voted at the meeting. The percentage of votes cast in favor was high: approximately 99.68% for the Star acquisition proposal, 99.19% for the warrant shares proposal, 99.41% for the Esousa issuance proposal, and 99.40% for the preferred stock conversion issuance proposal.