T3 Defense Inc. SEC Filings

Nukkleus Inc. (NUKK) reported a director equity award on a Form 4. On 11/13/2025, the reporting person, serving as a director, acquired 5,000 shares of common stock at a price of $0. The filing explains that these shares were issued under the company's 2025 Equity Incentive Plan in consideration for services provided to the company. Following this transaction, the reporting person beneficially owned 15,000 shares of Nukkleus common stock, held directly.

Nukkleus Inc. (NUKK) reported an insider equity award to its Chief Executive Officer and director, Menachem Shalom. On 11/13/2025, he acquired 750,000 shares of Nukkleus common stock at a stated price of $0.00 per share. After this grant, he beneficially owns 1,250,000 shares of common stock in direct ownership. The filing explains that these shares were issued under the company’s 2025 Equity Incentive Plan as consideration for services rendered to Nukkleus.

Nukkleus Inc. reported net income of $89.6 million for the nine months ended September 30, 2025, up from $0.4 million a year earlier, mainly due to a non-cash gain of $123.4 million from changes in the fair value of warrant liabilities and a $2.5 million gain on deconsolidating a discontinued subsidiary. The core business generated no revenue and incurred $7.3 million of operating expenses, resulting in an operating loss from continuing operations.

Cash was $7.6 million with a working capital deficit of about $30.5 million and a stockholders’ deficit of $30.4 million, leading management to state substantial doubt about the company’s ability to continue as a going concern. Nukkleus exited its financial services arm (DRFQ) and is repositioning toward the defense sector via an amended agreement to acquire 100% of Star 26 Capital. The company also raised $9.2 million net through a private placement and significantly increased its share count, while recording a $967,818 loss on 50 million DARWIN tokens whose fair value fell to $32,182.

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) called a virtual Special Meeting to seek stockholder approval for four proposals: (1) the Amended and Restated agreement to acquire 100% of Star 26 Capital Inc.; (2) issuance of shares upon exercise of certain outstanding warrants; (3) share issuances under an equity line of credit (ELOC) beyond Nasdaq’s 20% cap; and (4) issuances upon conversion of Series A Preferred Stock beyond the 20% cap.

Under the Star Agreement, consideration includes $21,000,000 (a 12‑month $16,000,000 promissory note and $5,000,000 cash), 4,770,340 NUKK common shares, a five‑year warrant for 12,017,648 shares at $1.50, an additional $3,000,000 cash, and a six‑month $3,000,000 note at 8%.

The Warrant Shares Proposal covers warrants exercisable for 3,191,400 shares at $5.405 for five years. The ELOC permits sales up to the lesser of $250,000,000 or the Nasdaq 20% exchange cap, with approval sought to exceed that cap. The Preferred Stock Conversion Proposal relates to Series A initially convertible into 2,044,800 shares at a $4.89 initial conversion price, subject to a 9.99% beneficial ownership blocker and potential 105% redemption after September 4, 2026 if approval is not obtained. Common shares outstanding were 13,550,766 as of the Record Date.

Nukkleus Inc. (NUKK) insider update: Director and 10% owner Anastasiia Kotaieva reported a gift of 377,432 shares of common stock on 10/24/2025. The transaction price was $0 and is recorded as an indirect holding change via X Group Fund of Funds Limited Partnership. Following the gift, she beneficially owns 1,469,941 shares indirectly. The filing notes the transfer was a gift and states that Ms. Kotaieva is the owner of X Group Family of Funds Limited Partnership.

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. (NUKK) set its 2025 Annual Meeting for November 6, 2025 at 10:00 a.m. ET, to be held virtually via webcast. Stockholders will vote on three items: electing five directors, ratifying Somekh Chaikin (KPMG member) as independent auditor for the year ending December 31, 2025, and approving the 2025 Equity Incentive Plan.

The plan would reserve 3,950,000 shares for stock-based awards to employees, directors, and consultants, with administration by the Board/Compensation Committee and standard provisions covering options, RSUs, SARs, change-in-control, and termination. The Board recommends voting “FOR” all proposals.

The proxy also details a related-party Star 26 Capital Inc. transaction agreement under which Nukkleus would acquire 100% of Star for consideration including $21,000,000 (a $16,000,000 12‑month note and $5,000,000 cash, less advances), 4,770,340 shares, a 5‑year warrant for 12,017,648 shares at $1.50, an additional $3,000,000 cash and a $3,000,000 6‑month note at 8%, subject to customary closing conditions including stockholder approval under Nasdaq rules. Shares outstanding were 13,550,766 as of October 9, 2025.

Anastasiia Kotaieva, a director and 10% owner of Nukkleus Inc. (NUKK), reported multiple cashless warrant exercises that materially increased her indirect holdings. On 10/08/2025 and 10/09/2025 she acquired a total of 1,377,421 common shares via cashless exercises and related assignments, bringing her reported indirect beneficial ownership to 1,847,373 shares. The filing also shows a previously exercised pre-funded warrant reassigned on 10/07/2025 and remaining derivative positions that convert into common stock through warrants with various strike prices and expirations through 08/11/2030. The transactions are reported on Form 4 and reflect internal ownership changes via warrant exercises rather than open-market purchases.