Nukkleus Inc. 8-K Filings

T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.

The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.

T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.

If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.

The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.

T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.

The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.

T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.

As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.

Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.

T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.

The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.

T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.

The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.

T3 Defense Inc. filed an amended current report to add detailed financial information for its acquisition of 51% of I.T.S. Industrial Techno-Logic Solutions Ltd. (ITS). The filing includes ITS’s audited 2023–2024 financial statements and pro forma combined statements showing how T3 Defense and ITS would look on a combined basis.

ITS generated $8.9 million in 2024 revenue but recorded a net loss and a shareholders’ deficit, and its auditors highlighted substantial doubt about ITS’s ability to continue as a going concern. The pro forma statements also show significant goodwill recorded from the ITS acquisition and illustrate the combined group’s leverage and operating losses.

T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.

Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.

T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.

The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.

T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.

The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.

T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.

T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.

Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.

T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.

The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.

Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.

If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.

T3 Defense Inc. completed the acquisition of 51% of I.T.S. Industrial Tecno-logic Solutions Ltd. (ITS), an Israeli engineering and manufacturing company, through its wholly owned subsidiary Star Twenty Six Ltd. The stake was obtained in exchange for loans totaling NIS 10,000,000 (approximately $3.24 million) previously extended to ITS.

The company holds a three-year exclusive option to buy the remaining 49% of ITS for 25 million NIS, 30 million NIS, or 35 million NIS if exercised in the first, second, or third year, respectively. ITS and its subsidiary Positech add advanced electro-mechanical production and precision motion control capabilities, and with ITS included, T3 Defense now estimates annual revenue in the range of $24–$26 million.

T3 Defense Inc. furnished an investor presentation under Regulation FD, updating investors on its strategy, portfolio and recent acquisitions. As of February 9, 2026, the company reported 25.3 million shares outstanding, a $2.39 share price, a $60.5 million market capitalization and 1.7 million average three-month trading volume.

The presentation describes a defense-focused M&A platform targeting small and mid-sized companies and notes that 2025 was “transformational,” with three acquisitions and multiple joint ventures and distribution agreements completed. The current portfolio is expected to generate $20–22 million of revenue in 2026, with exposure to drones, robotics, AI, counter‑drone systems and tactical energy.

Management highlights the Star26 acquisition in January 2026, expanding into unmanned systems and motion control, and notes that B. Rimon recently secured approximately $4.1 million in new multi‑year contracts related to the Iron Dome and other active defense programs. The presentation also cites industry data pointing to growth in military UAV markets and increased global defense spending.

T3 Defense Inc., formerly Nukkleus Inc., has changed its corporate name and Nasdaq ticker to better reflect its defense-focused strategy. Effective February 9, 2026, the company adopted the name T3 Defense Inc. and now trades on Nasdaq under the ticker DFNS, with no change to its CUSIP and no action required from shareholders.

The company describes itself as a federated holding company acquiring and operating mission-critical defense businesses embedded in long-cycle national security programs. Its subsidiaries support areas such as air defense, homeland security, AI for defense, and Israel’s national missile and air-defense architecture, including Iron Dome, under multi-year contracts that provide revenue visibility.

Nukkleus Inc. filed a current report to note that on February 3, 2026 it issued a press release, which is attached as Exhibit 99.1. The company emphasizes that this press release and the related Item 8.01 information are being furnished, not filed, so they are not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.

Nukkleus Inc. furnished a press release that provides updates on its recent acquisitions and outlines its growth strategy for 2026. The company frames these plans using forward-looking statements that depend on a number of business and financial factors.

The disclosure highlights risks around integrating Star 26 and realizing expected benefits from that acquisition, the sufficiency of working capital to carry out business plans, and a going concern qualification in its financial statements. It also points to uncertainties in penetrating new markets, retaining key personnel, and gaining market acceptance for its products and services.

Nukkleus further notes exposure to changes in the defense industry and government spending, geopolitical risks, competition, and access to capital markets, all of which could cause actual performance to differ materially from its current expectations.

Nukkleus Inc. reported that it has completed the acquisition of 100% of Israeli unmanned aerial systems company Nimbus Drones Technologies and Marketing Ltd.

Under the stock purchase agreement, Nukkleus issued 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24‑month note bearing 6% interest to the seller in exchange for all Nimbus shares. The note is convertible at the seller’s option at a fixed price of $2.00 per share and includes a 4.99% beneficial ownership cap, limiting how much of Nukkleus’s common stock the holder can own through conversion.

The securities were issued as unregistered, relying on Section 4(a)(2) and Rule 506(b) exemptions, with the seller represented as an accredited investor and the instruments designated as restricted securities.

Nukkleus Inc. reported that its board of directors dismissed GreenGrowth CPAs as its independent registered public accounting firm effective January 14, 2026, and, as of the same date, engaged Somekh Chaikin, a member firm of KPMG International, as its independent external auditors for the year ending December 31, 2025, subject to completion of Somekh Chaikin’s client acceptance procedures. GreenGrowth had audited the company since November 2023, and its reports on the fiscal years ended December 31, 2024, September 30, 2024 and 2023 contained explanatory paragraphs about Nukkleus Inc.’s ability to continue as a going concern due to recurring losses from operations and a working capital deficit, but were otherwise unqualified. The company states there were no disagreements or reportable events with GreenGrowth over accounting principles, financial statement disclosure, or audit procedures during those periods.

Nukkleus Inc. reported that it has completed the acquisition of 100% of the capital stock of Star 26 Capital, Inc., which now becomes its wholly owned subsidiary. The deal followed an Amended and Restated Securities Purchase Agreement that was approved by Nukkleus shareholders on December 16, 2025 and confirmed by Nasdaq on January 9, 2026.

The consideration included common stock, a warrant, promissory notes and cash. At closing, Nukkleus cancelled promissory notes previously issued by Star 26 with an aggregate principal amount of $4,500,000, applying this as a credit against cash otherwise payable, and funded the remaining cash portion from cash on hand. Star 26 holds interests in defense and technology businesses.

The company disclosed that its chief executive officer, Menachem Shalom, is also the founder and controlling shareholder of Star 26 and, after the transaction, beneficially owns approximately 27.83% of Nukkleus. The common shares and warrant issued in the deal were sold in a private offering relying on Section 4(a)(2) and Rule 506(b), only to accredited investors, and are characterized as restricted securities.

Nukkleus Inc. closed its acquisition of Israeli company Tiltan Software Engineering Ltd. on December 30, 2025 for total consideration of NIS 47,600,000 (approximately $14,000,000). The price is split into a Cash Portion of NIS 35,700,000 (approximately $10,500,000) and a Stock Portion of NIS 11,900,000 (approximately $3,500,000).

At closing, Nukkleus deposited 2,000,000 shares of common stock into escrow. On June 29, 2026, the seller is to receive shares equal in value to 25% of the purchase price, with any excess escrowed shares cancelled or, if needed, topped up with additional shares or cash. The remaining cash payments of NIS 29,750,000 (approximately $8,750,000) are evidenced by a secured promissory note, payable in five installments through June 29, 2026 and backed by a pledge over all Tiltan shares. The seller also receives a pre-closing dividend of NIS 3,236,088 during 2026, and is bound by non-compete and non-solicitation covenants through June 2027.

Nukkleus Inc. filed a current report to note that it released a press release on December 17, 2025, which is furnished as Exhibit 99.1 under an "Other Events" disclosure. The company’s common stock and warrants, each exercisable for one share of common stock at $92.00 per share, are listed on The Nasdaq Global Market.

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.

Nukkleus Inc. (NUKK) reported that its indirect subsidiary, special purpose acquisition company SC II Acquisition Corp., has priced its initial public offering. SC II plans to sell 15,000,000 units at $10.00 per unit, for gross proceeds of about $150,000,000. Each unit includes one Class A ordinary share and a right to receive one-fifth of a Class A ordinary share upon completion of SC II’s first business combination. The underwriters also have an option to buy up to 2,250,000 additional units at the same price for up to $22.5 million in extra proceeds. A sponsor entity majority-owned by Nukkleus will purchase 255,000 private placement units at $10.00 per unit alongside the IPO, aligning Nukkleus with SC II’s capital raise. The IPO is expected to close on or about November 28, 2025.

Nukkleus Inc. (NUKK) filed a current report to note that on November 25, 2025 it issued a press release, which is attached as Exhibit 99.1 and incorporated by reference. The filing does not describe the contents of the press release, only that it has been formally released and furnished to the market.

The report also reiterates that Nukkleus’s common stock trades on Nasdaq under the symbol NUKK, and its publicly listed warrants, each exercisable for one share of common stock at $92.00 per share, trade under the symbol NUKKW.

Nukkleus Inc. filed a current report to note that it issued a press release on November 25, 2025, which is attached as Exhibit 99.1. The report classifies this under an "Other Events" section, meaning the company is formally making investors aware of information contained in that press release.

The filing also lists Nukkleus’ securities that trade on The Nasdaq Global Market, including its common stock under the symbol NUKK and warrants under NUKKW, each exercisable for one share of common stock at $92.00 per share. The company states that the press release and related exhibit are being furnished rather than filed, which affects how they are treated under securities law liability provisions.

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.

Nukkleus Inc. (NUKK) furnished a Regulation FD update announcing a press release about the proposed initial public offering of units of SC II Acquisition Corp. I, a newly formed special purpose acquisition company and indirect subsidiary of Nukkleus.

The notice states that a preliminary, subject-to-completion prospectus has been filed with the SEC and is not yet effective, and that no offers or sales of these securities may occur prior to effectiveness. The information under Item 7.01, including the press release attached as Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.

Nukkleus Inc. reported that Nasdaq's Listing Qualifications Department confirmed the company has regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A). The company said this matter is closed following that written confirmation. The filing identifies common stock (ticker NUKK) and warrants (ticker NUKKW) listed on The Nasdaq Stock Market and includes a press release dated September 29, 2025. The report is signed by Chief Executive Officer Menachem Shalom.

Nukkleus Inc. filed an 8-K reporting the execution of a Common Stock Purchase Agreement and a Registration Rights Agreement with Esousa Group Holdings, LLC, both dated September 19, 2025. The filing lists a related press release dated September 19, 2025 and includes a signed cover page by Menachem Shalom, Chief Executive Officer. The listed exhibits indicate a transaction and accompanying registration mechanics were agreed the same day, and the company provided interactive XBRL cover-page data.

The filing text is brief and focuses on the existence and dates of the agreements and press release; it does not disclose deal economics, share counts, consideration, or other financial terms, so material financial impacts are not specified within this document.

Nukkleus Inc. filed an 8-K reporting a material agreement. The filing lists an Amended and Restated Securities Purchase Agreement and Call Option dated September 15, 2025 among Nukkleus Inc., Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and Menachem Shalom as representative. The filing also includes a Press Release dated September 16, 2025 as an exhibit and states common stock (NUKK) and warrants (NUKKW) trade on The Nasdaq Stock Market. The document is signed by Menachem Shalom, Chief Executive Officer.