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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) |
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 |