[8-K] Nukkleus Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Aureus Greenway Holdings Inc. (AGH) filed an 8-K announcing a $26 million private placement that closed on 25 Jul 2025. Investors purchased 29.89 million shares (or pre-funded warrants) bundled with an equal number of five-year common warrants A (exercise $1.00) and warrants B (exercise $1.25) at an all-in price of $0.87 per unit. Placement agents Revere Securities and Dominari Securities earned an 8 % cash fee ($2.08 million), expense reimbursement of $0.15 million, and 2.39 million five-year warrants exercisable at $1.00.

The deal is exempt from registration under Rule 506(b) and Section 4(a)(2); however, AGH committed to file a resale registration statement within 10 days and seek effectiveness within 45 (75 if fully reviewed) days. A 180-day lock-up restricts additional equity issuance.

Concurrently, certain existing shareholders sold 10 million Series A preferred shares at $0.01 and 4 million common shares at $0.975 to new buyers for a combined $4 million under a separate stock purchase agreement. All transactions include customary reps, warranties, indemnities and cashless exercise provisions capped at 4.99 % (optionally 9.99 %) ownership.

Net proceeds (after fees) are earmarked for working-capital needs. The placement could increase AGH’s fully diluted share count by more than 60 million shares, creating material dilution but materially strengthening liquidity.

Positive

• $26 million gross proceeds enhance liquidity without adding debt obligations.
• Warrants priced above issue price reduce immediate dilution versus deep-in-the-money instruments.
• Fast-track registration rights and 180-day issuance lock may support near-term market stability.

Negative

• Issuance of up to ~60 million new shares (plus 2.4 million agent warrants) could more than double share count, materially diluting existing holders.
• Cashless exercise feature provides no additional capital upon warrant conversion.
• High 8 % placement fee and expenses reduce net proceeds by roughly $2.23 million.
• Preferred stock sold at $0.01 suggests insider-friendly pricing and additional dilution risk.

Insights

Financial Analyst

TL;DR $26 m cash improves liquidity but >60 m potential new shares equate to heavy dilution; overall neutral for valuation.

Liquidity boost: The gross raise equals roughly 30 % of AGH’s recent market cap (~$85 m pre-deal), extending runway for working capital without immediate debt. Dilution: If all securities are exercised, common share count could double, pressuring EPS and voting power. Pricing: The $0.87 issue price is near the prevailing trading range, signalling limited discount but reflects weak demand for straight equity. Warrants priced 15-44 % out-of-the-money add potential upside for investors while capping the cash received until exercised. Lock-up & registration: 180-day issuance lock and fast-track S-1 commitment should support aftermarket stability but also accelerates potential resale. Net take after 8 % fee is about $24 m—sufficient, yet costly.

Risk Analyst

TL;DR High dilution and warrant overhang outweigh liquidity gain—negative risk skew.

Fully diluted exposure could rise by >120 % when including agent warrants and preferred convertibility, creating a long-term supply overhang. The low preferred stock price (<$0.01) suggests insider-favourable terms that may dilute common holders further. Cashless exercise features mean no fresh capital upon warrant conversion. Combined with only a 180-day lock-up, share price volatility is likely. While the raise avoids covenant pressure, the equity structure becomes increasingly complex, complicating valuation and governance.

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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 25, 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 July 25, 2025, Nukkleus Inc. (the “Company”) entered into Amendment No. 4 (“Amendment No. 4”) to the Securities Purchase Agreement and Call Option dated December 15, 2024 (“Purchase Agreement”) between the Company, Star 26 Capital Inc., a Nevada corporation (“Star 26”), the shareholders of Star 26 and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of February 11, 2025, Amendment No. 2 dated May 13, 2025 and Amendment No. 3, dated as of June 15, 2025.

Pursuant to the terms of Amendment No. 4, Menachem Shalom, the holder of all the Class B common stock of Star 26, agreed that all said shares shall be converted to Class A common stock of Star. The objective of such cancellation and conversion is to eliminate the disparity between the super voting rights of the Class A common stock of Star and the economic rights.

The above description of Amendment No. 4 is qualified in their entirety by reference to Amendment No. 4, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Amendment No. 4 to the Securities Purchase Agreement and Call Option between the Company, Star 26, the shareholders of Star 26 and Menachem Shalom, the representative of such shareholders, dated as of July 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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FAQ

How much capital did Aureus Greenway Holdings (AGH) raise in the July 2025 private placement?

AGH raised $26 million in gross proceeds by selling shares and warrants priced at $0.87 per unit.

What is the potential dilution from the new AGH securities?

If all 29.89 million warrants A, 29.89 million warrants B and pre-funded warrants are exercised, over 60 million additional shares could be issued.

What are the exercise prices and terms of the AGH warrants?

Warrant A: $1.00, Warrant B: $1.25, both cashless, five-year terms with 4.99 % (9.99 % optional) ownership caps.

When will AGH file the resale registration statement for the new shares?

The company must file within 10 days of 23 Jul 2025 and target SEC effectiveness within 45 days (75 days if fully reviewed).

How much did placement agents receive for arranging the financing?

Revere and Dominari Securities earned an 8 % cash fee ($2.08 m), $150 k expense reimbursement and 2.39 million five-year warrants at $1.00.