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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2025
NUKKLEUS INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39341 |
|
38-3912845 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
575 Fifth Avenue, 14th Floor
New York, New York 10017
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
NUKK |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants,
each warrant exercisable for one Share of Common Stock for $92.00 per share |
|
NUKKW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement
Equity Line of Credit
On September 19, 2025, Nukkleus
Inc., a Delaware company (the “Company”) and Esousa Group Holdings, LLC, a New York limited liability company (the “Investor”),
entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), which provides that subject to the
terms and conditions set forth therein, the Company may sell to the Investor up to the lesser of (i) $250,000,000 of the Company’s
common shares, par value $0.0001 per share (the “Common Shares”) and (ii) the Exchange Cap (as defined below) (subject
to certain exceptions provided in the ELOC Purchase Agreement) (the “Total Commitment”), from time to time during
the term of the ELOC Purchase Agreement. Upon entering into the ELOC Purchase Agreement, the Company agreed to issue to the Investor
$1,250,000 worth of the Company’s Common Stock (the “Commitment Shares”), determined by the lower of the (i)
the VWAP on the effective date of the registration statement covering the Common Shares and the Commitment Shares and (ii) the closing
sale price on the effective date of said registration statement; provided, however, that if the Company elects to terminate the ELOC
Purchase Agreement, the Commitment Shares’ calculation shall be based on the date of termination rather than the effective date
of the registration statement.
Additionally, on September 19,
2025, the Company and the Investor entered into a registration rights agreement (the “ELOC RRA”), pursuant to which
the Company agreed to file a registration statement with the United States Securities and Exchange Commission (“SEC”)
covering the resale of Common Shares that are issued to the Investor under the ELOC Purchase Agreement, including the Commitment Shares.
Under the terms and subject to
the satisfaction of the conditions set forth in the ELOC Purchase Agreement, the Company has the right, but not the obligation, to sell
to the Investor, and the Investor is obligated to purchase, up to the Total Commitment. Such sales of Common Shares by the Company, if
any, are subject to certain limitations as set forth in the ELOC Purchase Agreement, and may occur from time to time, at the Company’s
sole discretion, over the period commencing on the date that all of the conditions to the Company’s right to commence such sales
are satisfied, including that the registration statement referred to above is declared effective by the SEC and a final form of the prospectus
included therein is filed with the SEC (the “Commencement Date”) and ending upon the expiration of 36 months following
the effective date of the ELOC RRA. The Investor has no right to require the Company to sell any Common Shares to the Investor, but the
Investor is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the ELOC Purchase
Agreement.
The Common Shares purchased
pursuant ELOC Purchase Agreement will be purchased from time to time at a price equal to a discounted price of 97.5% of the lower
of: (i) the lowest daily VWAP of any trading day during the three trading days preceding the date on which the Company submits a
draw down notice and (ii) the closing sale price of the Common Shares on the applicable VWAP Purchase Date. The maximum amount of
any VWAP purchase shall not exceed 20% of the trading volume in the Company’s Common Stock on the Nasdaq
Stock Market on the applicable purchase date.
Under applicable rules of the
Nasdaq Stock Market, in no event may the Company issue or sell to the Investor under the ELOC Purchase Agreement more than that number
of shares of its Common Stock (including the Commitment Shares) which equals 19.99% of the Common Stock outstanding immediately prior
to the execution of the ELOC Purchase Agreement (the “Exchange Cap”), unless the Company first obtains stockholder
approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules.
The ELOC Purchase Agreement
also prohibits the Company from directing the Investor to purchase any Common Shares if those shares, when aggregated with all other
Common Shares then beneficially owned by the Investor and its affiliates, would result in the Investor having beneficial ownership of
more than 9.99% of the outstanding Common Shares.
The net proceeds under the
ELOC Purchase Agreement to the Company will depend on the frequency of sales and the number of Common Shares sold to the Investor and
prices at which the Company sells Common Shares to the Investor. The Company expects that any net proceeds received by the Company from
such sales to the Investor will be used for working capital and general corporate purposes. Management of the Company believes that it
is in the Company’s best interests to have the flexibility to sell Common Shares pursuant to the ELOC Purchase Agreement, subject
to market conditions.
The foregoing descriptions
of the ELOC Purchase Agreement and the ELOC RRA are qualified in their entirety by reference to the full text of the ELOC Purchase Agreement
and the ELOC RRA, each of which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated
herein by reference.
This Current Report on Form
8-K shall not constitute an offer to sell or a solicitation of an offer to buy any Common Shares, nor shall there be any sale of Common
Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is
hereby incorporated by reference into this Item 3.02.
Based in part upon the representations
of the Investor in the ELOC Purchase Agreement, the offer and sale of the Commitment Shares to the Investor is exempt from the registration
requirements of the Securities Act of 1933 (the “Securities Act”), pursuant to the exemptions afforded by Section
4(a)(2) of the Securities Act. The Investor represented that it is an accredited investor, as such term is defined in Rule 501(a)(3)
of Regulation D under the Securities Act, and that it is acquiring the shares for investment purposes and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the
registration requirements of the Securities Act.
Item 8.01 Other Events.
On September 19, 2025, the Company issued a press
release announcing the execution of the ELCO Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form
8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Common Stock Purchase Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC |
| 10.2 |
|
Registration Rights Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC |
| 99.1 |
|
Press Release dated September 19, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
NUKKLEUS
INC. |
| |
|
|
| Date: September 19, 2025 |
By: |
/s/
Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
3
