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. 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. reporting persons Esousa Group Holdings LLC and Michael Wachs disclose beneficial ownership of 5,156,980 shares, representing 9.9% of common stock. The holdings consist of 2,125,150 shares issuable on conversion of 190 shares of Series A Convertible Preferred Stock and 3,031,830 shares issuable upon exercise of 190 common stock purchase warrants.
The filing states the Series A Preferred Stock and Common Warrants were purchased on September 9, 2025 and that a "Beneficial Ownership Maximum" prevents conversion or exercise to the extent such action would cause ownership to exceed 9.9%. The percent of class is calculated using 29,168,154 shares outstanding as of January 26, 2026, per the issuer's prospectus.
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. 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
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