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. is asking stockholders to approve several capital actions tied to a February 2026 $20 million private placement and its Nasdaq listing status. Investors will vote on issuing up to 14,084,506 shares of common stock upon warrant exercise and allowing conversion of Series B preferred stock above a 19.99% Nasdaq dilution cap.
The company also seeks authority for a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑250 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a deficiency notice. A fourth proposal would allow adjournment of the special meeting to solicit additional votes if needed. The board unanimously recommends voting “FOR” all four proposals.
T3 Defense Inc. is asking stockholders to approve several capital actions tied to a February 2026 $20 million private placement and its Nasdaq listing status. Investors will vote on issuing up to 14,084,506 shares of common stock upon warrant exercise and allowing conversion of Series B preferred stock above a 19.99% Nasdaq dilution cap.
The company also seeks authority for a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑250 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a deficiency notice. A fourth proposal would allow adjournment of the special meeting to solicit additional votes if needed. The board unanimously recommends voting “FOR” all four proposals.
VisionWave Holdings, Inc. reported beneficial ownership of 6,000,000 shares of T3 Defense Inc. common stock, representing approximately 9.96% of the class. The filing states VisionWave has sole power to vote and sole dispositive power over 6,000,000 shares. The filing includes CUSIP 67054R203 and is signed by Douglas Davis, CEO, on 05/21/2026.
VisionWave Holdings, Inc. reported beneficial ownership of 6,000,000 shares of T3 Defense Inc. common stock, representing approximately 9.96% of the class. The filing states VisionWave has sole power to vote and sole dispositive power over 6,000,000 shares. The filing includes CUSIP 67054R203 and is signed by Douglas Davis, CEO, on 05/21/2026.
T3 Defense Inc. reported first‑quarter 2026 revenue of $3.7 million, reflecting new defense operations at Rimon, ITS and Tiltan. Despite this, the company posted a net loss attributable to stockholders of $27.1 million, driven largely by a $26.6 million loss from the change in fair value of stock purchase warrant liabilities.
Total assets rose to $315.5 million, including $100.2 million of goodwill from recent acquisitions such as Star 26, Nimbus and ITS, while stockholders’ equity improved to $42.5 million from a deficit a year earlier. Operating loss was $3.8 million, and cash used in operating activities was $4.9 million, partly offset by $12.5 million of financing inflows from a private placement, loans and ELOC share sales.
Management acknowledges negative working capital of about $69 million but concludes that existing cash, an equity line of credit and cash‑positive subsidiaries alleviate substantial doubt about continuing as a going concern. Subsequent events include a Nasdaq minimum bid‑price deficiency notice, a sale of Zorronet for BiomX stock and a note, debt‑for‑equity exchanges, and a share swap with VisionWave.
T3 Defense Inc. reported first‑quarter 2026 revenue of $3.7 million, reflecting new defense operations at Rimon, ITS and Tiltan. Despite this, the company posted a net loss attributable to stockholders of $27.1 million, driven largely by a $26.6 million loss from the change in fair value of stock purchase warrant liabilities.
Total assets rose to $315.5 million, including $100.2 million of goodwill from recent acquisitions such as Star 26, Nimbus and ITS, while stockholders’ equity improved to $42.5 million from a deficit a year earlier. Operating loss was $3.8 million, and cash used in operating activities was $4.9 million, partly offset by $12.5 million of financing inflows from a private placement, loans and ELOC share sales.
Management acknowledges negative working capital of about $69 million but concludes that existing cash, an equity line of credit and cash‑positive subsidiaries alleviate substantial doubt about continuing as a going concern. Subsequent events include a Nasdaq minimum bid‑price deficiency notice, a sale of Zorronet for BiomX stock and a note, debt‑for‑equity exchanges, and a share swap with VisionWave.
T3 Defense Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company cites the geopolitical and security situation in Israel as the reason and states it intends to file the Report on or prior to the fifth calendar day following the prescribed due date.
The registrant disclosed anticipated results for the quarter: approximately $3,610,000 in revenues and an estimated $3,565,000 net loss from operations, compared with no revenues and an approximate $500,000 net loss for the same period in 2025.
T3 Defense Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company cites the geopolitical and security situation in Israel as the reason and states it intends to file the Report on or prior to the fifth calendar day following the prescribed due date.
The registrant disclosed anticipated results for the quarter: approximately $3,610,000 in revenues and an estimated $3,565,000 net loss from operations, compared with no revenues and an approximate $500,000 net loss for the same period in 2025.
T3 Defense Inc. reported that Nasdaq has notified the company it is not meeting the exchange’s $1.00 minimum bid price requirement for the Nasdaq Global Market. The notice followed 30 consecutive business days, from March 23 to May 4, 2026, when the stock’s closing bid stayed below $1.00.
The company has 180 calendar days, until November 2, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 straight business days. If it fails to do so, T3 Defense may apply for additional time or face potential delisting. Management states it will monitor the share price and may consider options such as a reverse stock split to meet Nasdaq’s rules.
T3 Defense Inc. reported that Nasdaq has notified the company it is not meeting the exchange’s $1.00 minimum bid price requirement for the Nasdaq Global Market. The notice followed 30 consecutive business days, from March 23 to May 4, 2026, when the stock’s closing bid stayed below $1.00.
The company has 180 calendar days, until November 2, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 straight business days. If it fails to do so, T3 Defense may apply for additional time or face potential delisting. Management states it will monitor the share price and may consider options such as a reverse stock split to meet Nasdaq’s rules.
T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.
T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.
Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.
His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.
Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.
His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.
T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.
The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.
T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.
The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.
T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.
If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.
The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.
T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.
If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.
The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.
T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.
The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.
T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.
The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.