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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 22, 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
7.01. Regulation FD Disclosure
Nukkleus
Inc. (the “Company”) is furnishing this Current Report on Form 8-K in connection with the disclosure of information regarding
the Company’s update on acquisitions and an outline of its 2026 growth Strategy.
The
information furnished in this Item 7.01 of this Current Report on Form 8-K (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, and shall not be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Forward-Looking
Statements
This
press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of
historical facts are “forward-looking statements” within the meaning of federal securities laws. In some cases, you can identify
forward-looking statements by terminology such as “will,” “would,” “expect,” “intend,”
“plan,” “objective,” or comparable terminology referencing future events, conditions or circumstances, or the
negative of such terms.
Although
Nukkleus believes that it has a reasonable basis for the forward-looking statements contained in this press release, they are based on
management’s current beliefs and expectations about future events and circumstances and are subject to risks and uncertainties,
all of which are difficult to predict and many of which are beyond the Company’s control. Statements relating to the future performance
of Nukkleus are subject to many factors including but not limited to: the Company’s ability to successfully integrate Star 26 and
realize the anticipated benefits of the acquisition; the sufficiency of working capital to realize our business plans and strategic opportunities;
the going concern qualification in our financial statements; our ability to penetrate new intended markets; the Company’s ability
to retain key personnel; market acceptance of our products and services; changes in the defense industry and government spending; geopolitical
risks; competition; the Company’s ability to access capital markets; and general economic conditions.
Risk
factors described under “Risk Factors” in Nukkleus’ most recently filed annual report on Form 10-K, as updated from
time to time in its quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, may cause actual results,
performance or achievements to differ materially from those expressed or implied by forward-looking statements in this press release.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made.
Nukkleus undertakes no obligation to update any forward-looking statement contained in this press release to reflect events that occur
or circumstances that exist after the date of this press release, except as required by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit No. |
|
Descriptionw |
| 99.1 |
|
Press Release dated January 22, 2026 titled “Nukkleus Inc. Provides Updates on Acquisitions and Outlines Its 2026 Growth Strategy”. |
| 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 22, 2026 |
By: |
/s/ Menachem
Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
