false
0001787518
0001787518
2025-09-15
2025-09-15
0001787518
NUKK:CommonStock0.0001ParValuePerShareMember
2025-09-15
2025-09-15
0001787518
NUKK:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember
2025-09-15
2025-09-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 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 Ave
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 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.
On September 15, 2025, Nukkleus Inc. (the “Company”) entered
into an Amended and Restated Securities Purchase Agreement and Call Option (the “Star Agreement”) which amended and restated
in its entirety the Securities Purchase Agreement and Call Option dated December 15, 2024 (“Purchase Agreement”) between the
Company, Star 26 Capital Inc., a Nevada corporation (“Star”), the shareholders of Star (the “Star Equity Holders”)
and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of February 11, 2025, Amendment
No. 2 dated May 13, 2025, Amendment No. 3, dated as of June 15, 2025 and Amendment No. 4 dated June 21, 2025. Pursuant to the Star Agreement,
the Company is to acquire a controlling 100% interest in Star, a defense acquisition company (the “Transaction”).
Star currently holds (1) 100% of B. Rimon Agencies Ltd. (“Rimon”),
an Israeli corporation engaged as distributor of military-grade generators, masts and lighting systems and that is, among other clients,
a supplier of generators for “Iron Dome” launchers, (2) 67% of Water.IO Ltd., an Israeli corporation engaged in smart hydration
technology, and (3) a convertible loan issued by I.T.S. Industrial Techno-logic Solutions Ltd., an Israeli corporation which designs,
develops and manufactures fully integrated electro-mechanical machines, assembly lines and custom motion systems.
Pursuant to the Star Agreement, at closing the Company will acquire
100% of the issued and outstanding capital of Star in consideration of (i) $21,000,000, to be paid by a 12-month $16,000,000 promissory
note and the balance in $5,000,000 cash, less any amounts lent to Star from the Company since the Purchase Agreement signed among the
parties, (ii) 4,770,340 shares of common stock of the Company, (iii) a five-year warrant to purchase an aggregate of 12,017,648 shares
of the Company’s common stock for an exercise price of $1.50 per share, (iv) $3,000,000 in cash and (v) a 6-month promissory note
in the principal amount of $3,000,000, which shall accrue interest at the rate of 8%.The shares, warrants, cash and the 6-month note will
be assigned by Star to the Star Equity Holders pro ratably.
The closing of the transaction is subject to customary
closing conditions, including the approval by the Company’s shareholders as required under applicable Nasdaq listing rules.
If the Star Agreement is terminated as a result
of the Company failing to perform its obligations, if the shareholders of the Company do not approve the transaction or if the shares
of the Company are no longer listed on Nasdaq, the Company shall pay Star liquidated damages of $3,000,000.
Mr. Shalom, who is the Chief Executive Officer and a director of the
Company, is a controlling shareholder, Chief Executive Officer and a director of Star. If the Transaction is consummated, Mr. Shalom will
also be a controlling shareholder of the Company.
The foregoing description of the Star Agreement is not complete and
is qualified in its entirety by reference to the full text of said Agreement, a copy of which is filed hereto as Exhibit 10.1, and which
is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On September 16, 2025, the Company issued a press release announcing
the execution of the Star Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements
and Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Amended and Restated Securities Purchase Agreement and Call Option dated as of September 15, 2025 by and among Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and Menachem Shalom, the representative of such shareholders |
| 99.1 |
|
Press Release dated September 16, 2025 |
| 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: September 16, 2025 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
