Every S-1 that Nukkleus Inc. (NUKK) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, so if you follow NUKK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NUKK filings page.
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.
Nukkleus Inc. has filed a resale registration covering up to 13,090,500 shares of common stock, consisting of 5,112,000 shares issuable upon conversion of Series A Convertible Preferred Stock and 7,978,500 shares issuable upon exercise of common warrants. These securities were issued in a September 2025 private placement of 200 preferred units for $10,000,000 of gross proceeds. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from their sales, though it could receive up to about $17,250,000 if all common warrants are exercised for cash.
Nukkleus reports 16,645,766 shares outstanding as of December 15, 2025, and 29,736,266 shares assuming full preferred conversion and warrant exercise. Risk factors highlight potential dilution of up to about 31.9% of current outstanding shares from this financing, heavy reliance on resale of a large portion of the public float, and substantial business uncertainty as the company pivots from financial technology to a defense-focused strategy built around acquiring Star 26 Capital and Israeli defense distributors, amid going-concern and execution risks.
Nukkleus Inc. has filed a Form S-1 to register up to 48,000,000 shares of common stock for resale by Esousa Group Holdings, LLC under a committed equity financing facility of up to $250,000,000. These shares include stock Nukkleus may sell to Esousa over time plus commitment shares issued as a fee for Esousa’s purchase commitment.
Nukkleus will not receive proceeds from Esousa’s resale of the shares, but can raise cash by selling stock directly to Esousa at a discount to market under the purchase agreement, subject to a 9.99% beneficial ownership cap and Nasdaq’s 19.99% share cap, which stockholders have approved. The company is pivoting from financial technology into aerospace and defense, highlighted by a planned acquisition of Star 26 Capital Inc. and exclusive U.S. distribution agreements for Israeli defense technologies. The filing stresses significant risks, including potential dilution from the Esousa facility, reliance on new defense relationships, lack of defense track record, regulatory and export-control exposure, concentration in Israeli operations, limited current revenues, and going concern pressures.