[8-K] Nukkleus Inc. Reports Material Event

Rhea-AI Filing Summary

Nukkleus Inc. (NUKK) reported voting results from its annual meeting held on November 6, 2025. Stockholders elected five directors and ratified the appointment of Somekh Chaikin, a member firm of KPMG International, as independent external auditors for the year ending December 31, 2025.

Shareholders also approved the 2025 Equity Incentive Plan, authorizing 3,950,000 shares of common stock for issuance under the plan. A total of 13,550,766 shares were entitled to vote, and 5,135,897 shares were present or represented by proxy, establishing a quorum.

Insights

Corporate governance analyst

Routine annual meeting outcomes with a sizable equity plan approval.

Nukkleus completed standard governance actions: five directors were elected and the auditor selection of Somekh Chaikin (KPMG International member firm) was ratified. These steps maintain board oversight and audit continuity.

The approved 2025 Equity Incentive Plan authorizes 3,950,000 shares for potential future awards. Equity plans can impact share count as grants are made over time, subject to plan terms and board administration. Actual effects depend on grant pacing and vesting.

Quorum was met with 5,135,897 shares present out of 13,550,766 entitled. Subsequent filings may detail grant activity under the plan as it occurs.

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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): November 6, 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 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 5.07 Submission of Matters to a Vote of Security Holders.

On November 6, 2025, Nukkleus Inc. (the “Company”) completed its 2025 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock, $0.0001 par value per share (the “Common Stock”), entitled to vote at the Annual Meeting was 13,550,766 shares. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 5,135,897 shares of Common Stock, representing a quorum. The following actions were taken at the Annual Meeting:

Proposal No. 1: Election of Directors

The first proposal was the election of five (5) directors each to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until his or her earlier resignation or removal or otherwise is disqualified from serving as a director of the Company. The vote on the proposal was as follows:

Name of Nominee		FOR		WITHHELD		BROKER NON-VOTE
Menachem Shalom		5,125,178		10,719		0
David Rokach		4,928,925		206,972		0
Tomer Nagar		5,119,057		16,840		0
Aviva Volodarsky		5,041,814		94,083		0
Reuven Yeganeh		5,041,088		94,809		0

Each nominee was elected.

Proposal No. 2: Ratification of the Appointment of Independent External Auditors

The second proposal was the ratification of the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the year ending December 31, 2025. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,120,639		10,837		4,421		0

Proposal No. 2 was approved by a majority of shares of Common Stock present in person or by proxy at the Annual Meeting.

Proposal No. 3: Approval and Adoption of the 2025 Equity Incentive Plan and Authorization of 3,950,000 Shares of Common Stock for Issuance Thereunder

The third proposal was the approval and adoption of the Company’s 2025 Equity Incentive Plan and the authorization of 3,950,000 shares of Common Stock for issuance under the 2025 Equity Incentive Plan. The vote on the proposal was as follows: 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,830,626		302,091		3,180		0

Proposal No. 3 was approved by a majority of shares of Common Stock present in person or by proxy at the Annual 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: November 10, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What did NUKK shareholders approve at the 2025 annual meeting?

They approved the 2025 Equity Incentive Plan authorizing 3,950,000 shares for issuance and ratified the independent auditors.

How many directors were elected to NUKK's board?

Five directors were elected to serve until the next annual meeting.

Which audit firm was ratified by NUKK shareholders?

Shareholders ratified Somekh Chaikin, a member firm of KPMG International, as independent external auditors for 2025.

How many NUKK shares were entitled to vote and present for quorum?

13,550,766 shares were entitled to vote; 5,135,897 were present or represented by proxy, constituting a quorum.

What is the size of NUKK's 2025 Equity Incentive Plan?

The plan authorizes up to 3,950,000 shares of common stock for future awards under the plan.

What were the vote results for the auditor ratification?

Votes were 5,120,639 FOR, 10,837 AGAINST, and 4,421 ABSTAIN.