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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):
August 28, 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
On August 28, 2025, Nukkleus Inc., a Delaware
corporation ("Nukkleus" or the "Company"), Nukk Picolo Ltd., a wholly-owned Israeli subsidiary of Nukkleus
("Nukk Picolo") and Mandragola Ltd., an Israeli company (“Mandragola”) entered into a Joint Venture
Agreement (the “JV Agreement”).
Pursuant to the terms of the JV Agreement,
the parties will establish a joint venture company in Israel (the “JV Company”) which is intended to establish
advanced manufacturing zones in both the Baltics and Israel, designed to support civil and defense aviation needs. Plans also
include the development of a NATO-compliant logistics hub in Riga in cooperation with additional regional partners, as well as
facilities dedicated to licensed maintenance and repair (MRO) services, aircraft modernization, resale, and leasing, including the
deployment of the de-icing technology for commercial aircrafts which Nukkleus recently licensed (on an exclusive basis) from Blade
Ranger Ltd. Pursuant to the JV Agreement, Nukk Picolo will hold 51% equity interest in the JV Company. The JV Agreement
provides that, under certain specified conditions, Nukkleus can require Mandragola sell to Nukkleus its participating interest in
the JV Company in consideration for the issuance of Nukkleus’ common stock based on the then specified valuation of JV Company
as set forth in the JV Agreement.
Mandragola is a Israeli business development and
investment company specializing in advanced technologies and strategic partnerships. Under the JV Agreement, Mandragola has undertaken
to provide to the JV Company a 24 month committed credit line of up to $2 million on an as needed basis.
Nukk Picolo.has the right to designate three of
the five member board of the JV Company with Mandragola designating the remaining two directors.
Under the JV Agreement, Nukkleus will issue
to Mandragola 310,000 restricted shares of Nukkleus common stock. In addition, Nukkleus will issue to Mandragola (i)five year
warrants to purchase 250,000 shares of Nukkleus’ common stock at a per share exercise price of $4.40, (the
“Warrants”) and (ii) five year warrants for an additional 350,000 shares at a per share exercise price of $6.00 (the
“Performance Warrants”). The Performance Warrants only vest upon the JV Company achieving $25 million cumulative
revenue. If the revenues targets are not achieved by the JV Company within the five-year period, the Performance Warrants
expire.
The above description of each of the JV Agreement,
the Warrants and the Performance Warrants is qualified in its entirety by reference to each instrument, a copy of which is attached hereto
as Exhibit 10.1, 4.1 and 4.2 respectively.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K concerning the placement of securities to Mandragola pursuant to the JV Agreement is incorporated herein by
reference. The securities were placed by the Company in reliance upon an exemption from registration pursuant to Regulation S promulgated
under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Warrant issued as of August 28, 2025 |
| 4.2 |
|
Warrant issued as of August 28, 2025 |
| 10.1 |
|
Joint Venture Agreement dated August 28, 2025 among Nukkleus Inc., Nukk Picolo Ltd. and Mandragola Ltd. |
| 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: August 29, 2025 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
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