Welcome to our dedicated page for Nukkleus SEC filings (Ticker: NUKK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nukkleus Inc. (NASDAQ: NUKK) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents are central to understanding how Nukkleus structures and finances its acquisitions, manages its capital, and consolidates its growing portfolio of defense, aerospace, and advanced manufacturing businesses.
Through current reports on Form 8‑K, Nukkleus details material events such as the completion of its acquisition of Tiltan Software Engineering Ltd., including the purchase price structure, secured promissory note, escrowed common stock, and pledge of the acquired shares. Other 8‑K filings describe shareholder approvals for the acquisition of Star 26 Capital Inc., the issuance of common stock and warrants, and the establishment of a $250 million equity line. Additional 8‑Ks cover the pricing and closing of SC II Acquisition Corp.’s SPAC IPO, where an indirect Nukkleus subsidiary acts as sponsor and Nukkleus’ CEO serves as SC II’s chief executive officer.
Nukkleus’ registration statements on Form S‑1 provide further detail on its capital structure. One S‑1 explains the resale registration of shares issuable upon conversion of Series A Convertible Preferred Stock and the exercise of common stock purchase warrants issued in a private placement. Another S‑1 describes the committed equity financing arrangement with Esousa Group Holdings, LLC, including the mechanics of selling common stock over time under the Common Stock Purchase Agreement and the associated commitment shares.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight key terms, such as conversion prices, warrant exercise mechanics, voting results from special and annual meetings, and conditions related to Nasdaq Listing Rules. Users can quickly see how Nukkleus reports acquisitions like Tiltan and Star 26, how it discloses direct financial obligations and pledge agreements, and how equity-linked instruments may affect future common stock issuance. The filings page also provides a structured view of proxy statements, including the DEF 14A describing the Star 26 transaction and related share issuance proposals.
For investors tracking insider and ownership-related information, the NUKK filings set out voting outcomes, equity incentive plan approvals, and the roles of key shareholders and affiliates in transactions such as the Star 26 acquisition and the SC II sponsorship. By combining real-time EDGAR updates with AI explanations, the NUKK SEC filings page helps readers interpret complex legal and financial disclosures in the context of Nukkleus’ broader aerospace and defense acquisition strategy.
T3 Defense Inc. is registering 16,787,988 shares of common stock for resale by existing stockholders. The registered shares include 4,770,340 common shares and up to 12,017,648 shares issuable upon exercise of a warrant with a $1.50 exercise price, exercisable until January 12, 2032 and subject to a 9.99% beneficial ownership cap.
The shares were issued as part of the Star 26 acquisition, where Star 26 became a wholly owned subsidiary and later distributed the consideration to its owners. T3 Defense will not receive proceeds from stockholder resales but would receive cash if the warrant is exercised, potentially totaling $18,026,472, for working capital and general corporate purposes.
The company has pivoted from financial technology into aerospace and defense, focusing on drone payload distribution and aviation support through U.S. and Israeli subsidiaries, and has recently acquired Star 26, Tiltan and Nimbus. It highlights extensive risks, including an unproven defense track record, complex integrations across multiple jurisdictions, reliance on key distribution agreements, heavy regulatory and export-control exposure, Israeli operational risks, going‑concern doubt tied to losses and limited cash runway, and intense competition from established defense contractors.
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. CEO and director Shalom Menachem, who is also a 10% owner, exercised warrants to buy more company stock. On January 29, 2026, he exercised 200,000 Common Stock Purchase Warrants at $1.50 per share for cash, receiving 200,000 restricted common shares.
After the transaction, he beneficially owned 3,442,010 shares of Nukkleus common stock directly and 4,818,359 derivative securities (warrants). This filing shows an increase in his direct equity stake through a cash exercise rather than a sale.
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. insider Shalom Menachem, who is a director, CEO and more than 10% owner, reported new equity holdings tied to the acquisition of Star 26 Capital, Inc. On January 16, 2026, he acquired 1,992,010 shares of common stock at a reported price of $0, bringing his direct common stock holdings to 3,242,010 shares. On January 15, 2026, he also received 5,018,359 common stock purchase warrants at a reported price of $0. In addition, on January 13, 2026, he acquired a call option covering 1,752,593 derivative securities, giving him the right, under a call option agreement with Esousa Group Holdings LLC, to purchase 498,003 shares of common stock and warrants to purchase 1,254,590 shares of common stock at an exercise price of $1.50 per share once Esousa has sold securities for gross proceeds of $3,000,000.
Menachem Shalom, Chief Executive Officer and Director of Nukkleus Inc., has filed a Schedule 13D reporting a significant ownership stake in the company. He may be deemed to beneficially own 8,260,369 shares of common stock, equal to about 26.0% of Nukkleus’s common stock when including warrants he holds. This consists of 3,242,010 shares of common stock and 5,018,359 shares issuable upon exercise of warrants at an exercise price of $1.50 per share.
Shalom received 500,000 shares and 750,000 shares on December 16, 2024 and November 13, 2025, respectively, as consideration for services. On January 12, 2026, in connection with Nukkleus’s acquisition of Star 26 Capital Inc., he received 1,992,010 shares and a five-year warrant for 5,018,359 shares. He also entered into a Call Option Agreement giving him the right, subject to conditions, to purchase 498,003 additional shares and warrants for 1,254,590 shares from Esousa Group Holdings LLC.
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.