Nukkleus (NUKKW) secures exclusive U.S. defense drone distribution and forms new unit

Rhea-AI Filing Summary

Nukkleus Inc. entered into an Exclusive Distribution Agreement with Blade Ranger Ltd., an Israeli public company that develops drone payloads for the solar energy market and for defense and homeland security forces. Under the agreement, Blade Ranger granted Nukkleus exclusive U.S. distribution rights for defense and homeland security customers for a proprietary drone payload.

Nukkleus will pay $100,000 for these exclusive U.S. rights, with the first payment due by the end of November 2025 and three equal quarterly payments thereafter. The company committed to purchase 5 units in Year 1, 10 units in Year 2, and 15 units in Year 3. If these targets are met, the agreement extends for five additional years with a 20‑unit annual purchase commitment, and if Nukkleus achieves 125% of revenue targets in any year, it earns an 8% credit on annual purchases.

Nukkleus also plans to form a new Delaware subsidiary, Nukkleus Defense Technologies, Inc., to commercialize third‑party defense‑related technologies, including Blade Ranger’s products, and to explore proprietary solutions for defense and aerospace markets.

Insights

Aerospace and defense partnerships analyst

Nukkleus secures exclusive U.S. defense distribution rights and creates a defense-focused subsidiary.

Nukkleus has signed an Exclusive Distribution Agreement with Blade Ranger Ltd. covering a proprietary drone payload for the U.S. defense and homeland security sector. The deal includes a $100,000 payment for exclusive rights, spread over four quarterly installments, and minimum purchase commitments of 5 units in Year 1, 10 in Year 2, and 15 in Year 3. Meeting these targets extends the agreement by five years with a 20‑unit annual commitment, and exceeding revenue targets by 125% in any year provides an 8% credit on annual purchases.

The structure ties Nukkleus’s obligations to concrete volume and revenue thresholds, which concentrates execution risk on successfully penetrating U.S. defense and homeland security customers. The planned Delaware subsidiary, Nukkleus Defense Technologies, Inc., formalizes a strategic move into defense and aerospace markets, focused on third‑party products like Blade Ranger’s payloads and potential proprietary solutions. Actual financial impact will depend on how quickly the company can build customer relationships and convert these exclusive rights into recurring orders.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001787518 0001787518 2025-08-20 2025-08-20 0001787518 NUKK:CommonStock0.0001ParValuePerShareMember 2025-08-20 2025-08-20 0001787518 NUKK:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember 2025-08-20 2025-08-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 20, 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, 14^th 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

On August 20, 2025, Nukkleus Inc. (“Nukkleus” or the “Company”) entered into an Exclusive Distribution Agreement (the “Agreement”) with Blade Ranger Ltd. (“Blade Ranger”), an Israeli public company specializing in development of drones payloads.

Blade Ranger develops and commercializes drone technologies for the solar energy market. In addition, it has developed a payload that is used by defense and homeland security forces.

Pursuant to the Agreement, Blade Ranger granted Nukkleus exclusive distribution rights for defense and homeland security sector in the United States for its proprietary product - a unique drone payload that can be used by military forces and homeland security organizations.

Nukkleus shall pay Blade Ranger $100,000 for the exclusive U.S. rights, with the first payment is to be made by the end of November 2025, and equal payments are due at the end of the next three consecutive quarters. The Company committed to purchase 5 units in Year 1, 10 units in Year 2, and 15 units in Year 3. Upon meeting these targets, the Agreement extends for an additional five years with a 20 unit annual commitment. If Nukkleus achieves 125% of revenue targets in any year, it will receive an 8% credit on annual purchases.

As part of this strategic shift, Nukkleus will incorporate a new subsidiary in Delaware, Nukkleus Defense Technologies, Inc., to focus on the commercialization of third-party defense-related products, technologies and solutions (including the Blade Ranger products) and to explore the development and commercialization of proprietary solutions targeting defense and aerospace markets.

The above description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1. 

Item 8.01 Other Events

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1+		Exclusive Distribution Agreement between Nukkleus Inc. and Blade Ranger Ltd., dated August 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

1

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: August 25, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

2

FAQ

What agreement did Nukkleus Inc. (NUKKW) enter with Blade Ranger Ltd.?

Nukkleus entered into an Exclusive Distribution Agreement with Blade Ranger Ltd., granting Nukkleus exclusive U.S. distribution rights for defense and homeland security customers for Blade Ranger’s proprietary drone payload.

How much will Nukkleus (NUKKW) pay for the exclusive U.S. distribution rights?

Nukkleus will pay $100,000 for the exclusive U.S. rights, with the first payment due by the end of November 2025 and three equal payments at the end of the next three consecutive quarters.

What purchase commitments are included in the Nukkleus–Blade Ranger agreement?

Nukkleus committed to purchase 5 units in Year 1, 10 units in Year 2, and 15 units in Year 3. If these targets are met, the agreement extends for five more years with a 20‑unit annual purchase commitment.

Are there performance incentives in the Nukkleus (NUKKW) distribution deal?

Yes. If Nukkleus achieves 125% of revenue targets in any year, it receives an 8% credit on its annual purchases under the agreement.

What new subsidiary is Nukkleus creating as part of this strategy?

Nukkleus plans to form Nukkleus Defense Technologies, Inc., a Delaware subsidiary focused on commercializing third‑party defense‑related products and exploring proprietary defense and aerospace solutions.

What markets does Blade Ranger serve in the Nukkleus partnership?

Blade Ranger develops and commercializes drone technologies for the solar energy market and a payload used by defense and homeland security forces, which Nukkleus will distribute in the U.S. defense and homeland security sector.