Welcome to our dedicated page for Nukkleus SEC filings (Ticker: NUKKW), 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. warrants page for symbol NUKKW provides access to the company’s SEC filings related to its common stock and listed warrants on The Nasdaq Stock Market LLC. These filings, which include Forms 8-K and registration statements such as the S-1/A, offer detailed information about Nukkleus’ capital structure, financing arrangements, warrant terms and strategic transactions across financial technology, digital assets, and defense and aerospace initiatives.
In its S-1/A registration statement, Nukkleus describes its evolution into a financial technology company following a business combination, outlining its role in blockchain-enabled technology solutions and transactions technology. The registration statement also covers resale registration for common stock and warrants issued in private placements, including pre-funded warrants and common warrants subject to beneficial ownership limitations. Investors can use these documents to understand how many shares and warrants are registered for resale, the terms of those securities, and the company’s status as an emerging growth company.
Recent Form 8-K filings provide further insight into Nukkleus’ financing and strategic activities. One 8-K details a private placement of Series A Convertible Preferred Stock and common stock purchase warrants, including the stated value of the preferred shares, initial conversion price, anti-dilution adjustments, beneficial ownership blockers and liquidation preferences. Another 8-K describes an equity line of credit agreement allowing the company to sell common shares to an investor up to a defined total commitment, subject to an exchange cap and beneficial ownership limits, with pricing based on discounts to recent trading prices. These filings also explain intended uses of proceeds, such as working capital and general corporate purposes.
Other 8-Ks document material agreements that affect Nukkleus’ business profile, such as the Exclusive Distribution Agreement with Blade Ranger Ltd. for a defense and homeland security drone payload, the Joint Venture Agreement with Mandragola Ltd. and Nukk Picolo Ltd. for aviation-related manufacturing zones and a NATO-compliant logistics hub, and the Stock Purchase Agreement to acquire Tiltan Software Engineering Ltd., which specializes in AI software for defense and aerospace. Additional filings describe a warrant agreement with Synthetic Darwin LLC for Darwin tokens and amendments to a Securities Purchase Agreement and Call Option involving Star 26 Capital Inc.
Through Stock Titan, users can view these filings in one place and use AI-powered summaries to quickly understand key terms, such as conversion mechanics of preferred stock, exercise terms of warrants (including NUKKW), conditions in joint venture and acquisition agreements, and Nasdaq listing notices. The platform’s tools help interpret complex documents like 10-Ks, 10-Qs, S-1/A registration statements and 8-K current reports by highlighting important sections on capital structure, risk factors, financing covenants and strategic commitments.
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. reports a transformational 2025, shifting from financial technology into an aerospace and defense acquisition platform. The company is building a portfolio of mission-critical suppliers in Israel and abroad, including defense distribution (Rimon), AI-driven simulation and GPS‑denied navigation (Tiltan), UAV systems and services (Nimbus), advanced electro‑mechanical manufacturing (ITS) and motion control systems (Positech), as well as AI perimeter‑security software (Zorronet).
The filing highlights substantial financial strain, including a net operating loss of $32.6 million, negative working capital of about $30 million and a stockholders’ deficit of $15.6 million as of December 31, 2025, alongside $6.2 million of net cash used in operations. Management cites approximately $7.0 million of unrestricted cash, an equity line of credit with estimated monthly capacity of about $6.6 million, cash‑positive subsidiaries, and prior capital raising as grounds to alleviate going‑concern doubt. Extensive risk factors stress the lack of defense track record, simultaneous multi‑jurisdiction acquisitions, integration and regulatory complexity, and potential conflicts from the CEO’s multiple outside roles.
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.