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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 14, 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 4.01. Changes in Registrant’s Certifying Accountant
Effective as of January 14, 2026, Nukkleus Inc.,
a Delaware corporation (the “Company”), dismissed GreenGrowth CPAs (“GreenGrowth”) as the independent registered
public accounting firm engaged to audit the Company’s financial statements. GreenGrowth’s dismissal was approved by the Company’s
board of directors (“Board”) as of such date.
Effective as of January 14, 2026, the Company engaged
Somekh Chaikin, a member firm of KPMG International (“Somekh Chaikin”), as the Company’s independent external auditors
for the year ending December 31, 2025. The appointment of Somekh Chaikin, which was approved by the stockholders of the Company at the Company’s
annual meeting held on November 6, 2025, is subject to completion of Somekh Chaikin’s client acceptance procedures.
GreenGrowth had served as the Company’s
independent auditors since November 2023. GreenGrowth’s reports on the Company’s financial statements for the fiscal years
ended December 31, 2024, September 30, 2024 and 2023, did not contain any adverse opinions or disclaimers of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except that such reports included explanatory paragraphs with respect
to the Company’s ability, in light of its recurring losses from operations and a working capital deficit, to continue as a going
concern.
During the fiscal years ended December 31, 2024,
September 30, 2024 and 2023, and through January 14, 2026, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K) with GreenGrowth on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to GreenGrowth’s satisfaction, would have caused GreenGrowth to make reference to the subject
matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation
S-K.
The Company provided GreenGrowth with a copy of
the disclosures it is making in this Current Report on Form 8-K and requested that GreenGrowth provide a letter addressed to the Securities
and Exchange Commission indicating whether it agrees with such disclosures. A copy of GreenGrowth’s letter, dated January 14, 2026,
is filed herewith as Exhibit 16.1.
During the fiscal years ended December 31, 2024
and September 31, 2024 and 2023, and through January 14, 2026, neither the Company nor anyone on its behalf has consulted with Somekh Chaikin
regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice
was provided to the Company that Somekh Chaikin concluded was an important factor considered by the Company in reaching a decision as
to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined
in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v))
of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| |
|
|
| 16.1 |
|
Letter from GreenGrowth CPAs to the Securities and Exchange Commission, dated January 14, 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 14, 2026 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
