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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): July 30, 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) |
525 Washington Blvd.
Jersey City, New Jersey 07310
(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 |
| |
|
|
|
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| 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 July 30,
2025, Nukkleus Inc. (“Nukkleus” or the “Company”) entered into a warrant agreement (the “Warrant”)
with Synthetic Darwin LLC, a Delaware limited liability company (“Darwin”), enabling Nukkleus to acquire up to 200 million
of Darwin tokens, a new class of self-evolving AI network tokens developed by Darwin. The Company paid $500 for the Warrant, which is
exercisable until July 30, 2026.
Under the terms of the Warrant, Nukkleus has the
right to exercise the warrant and purchase 50 million tokens every three months, with an exercise price for the initial 50 million tokens
of $0.02 per token; an exercise price of $0.05 per token for the second 50 million tranche; an exercise price of $0.1 for the third tranche;
and $0.50 for the fourth 50 million tranche of tokens. Upon issuance, the Company exercised the initial tranche and received 50 million
Darwin tokens. The Company can pay for the Darwin tokens with Nukkleus shares, US dollar stablecoins acceptable to Darwin, cash or any
combination thereof. Any cashless exercise of the Warrant by the Company is based on the fair market value of the token on www.coinmarketcap.com.
The tokens purchased by the Company are subject
to a 6-month lockup if other tokens issued by Darwin are also subject to a minimum of a 6-month lockup.
If Darwin or an affiliate mints, generates or
creates additional warrants, Nukkleus shall be entitled to its portion of the total network tokens (which is 999,999,999 tokens). The
Company shall also be entitled to a pro rata portion of any additional, alternative or derivative digital asset if the underlying blockchain
protocol of the token undergoes any split, fork, clone, airdrop or similar event.
In addition, Nukkleus is entitled to receive pro-rata
allocations in the event Darwin or any affiliated entity issues additional tokens or derivative digital assets (e.g., via forks or staking
distributions). All tokens issued to Nukkleus will carry lock-up governance rights basis relative to other insiders and founders.
Darwin and its founder agreed that they will not
seek to utilize or exploit for commercial purposes any blockchain-based network protocol, platform or application without first obtaining
the consent of Nukkleus.
The above description of the Warrant is qualified
in its entirety by reference to the Warrant, a copy of which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
|
Exhibit No |
|
Description |
| 10.1 |
|
Warrant Agreement dated July 30, 2025 issued by Synthetic Darwin LLC to Nukkleus Inc.. |
| 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: July 31, 2025 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
2
