Nukkleus faces Nasdaq market value listing deficiency

Nukkleus Inc. reported that Nasdaq has notified the company it no longer meets the Nasdaq Global Market requirement to maintain a minimum market value of listed securities of $50,000,000 over 30 consecutive business days.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nukkleus Inc. reported that Nasdaq has notified the company it no longer meets the Nasdaq Global Market requirement to maintain a minimum market value of listed securities of $50,000,000 over 30 consecutive business days. This places its current Global Market listing at risk.

Under Nasdaq rules, Nukkleus has 180 calendar days, until February 24, 2026, to regain compliance by having its market value reach at least $50,000,000 for a minimum of ten consecutive business days, or potentially up to 20 days at Nasdaq’s discretion. During this period, its common stock and warrants will continue trading on the Nasdaq Global Market under the symbols “NUKK” and “NUKKW” while the company monitors its market value and evaluates options, including a possible transfer to the Nasdaq Capital Market or an appeal if a delisting determination is issued.

Positive

None.

Negative

Nasdaq listing deficiency and delisting risk: Nukkleus no longer meets the Nasdaq Global Market $50,000,000 minimum market value requirement and faces potential delisting if it cannot regain compliance by February 24, 2026.

Insights

Nasdaq minimum market value deficiency creates real listing risk for Nukkleus.

Nukkleus has fallen below Nasdaq Global Market rules that require a minimum market value of listed securities of $50,000,000 over 30 consecutive business days. This triggers a defined 180-day cure period ending on February 24, 2026 under Nasdaq Listing Rule 5810(c)(3)(C).

To regain compliance, the company’s market value must reach at least $50,000,000 for ten consecutive business days, and Nasdaq may extend that to 20 days. If it fails, Nasdaq can move toward delisting, though Nukkleus may appeal or seek transfer to the Nasdaq Capital Market if it meets those standards.

The notice currently has no immediate effect on trading of the common stock and warrants, which continue on the Nasdaq Global Market under “NUKK” and “NUKKW.” Future outcomes will depend on the company’s ability to raise or sustain its market value within the stated compliance window.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq rule did Nukkleus Inc. (NUKKW) fail to satisfy?

Nukkleus failed to meet Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of listed securities of $50,000,000. Nasdaq also stated the company does not meet the requirements under Listing Rule 5450(b)(3)(A), both applicable to Nasdaq Global Market issuers.

How long does Nukkleus Inc. (NUKKW) have to regain Nasdaq compliance?

Nukkleus has a 180-day compliance period ending on February 24, 2026. Within this period, its market value of listed securities must reach at least $50,000,000 for a minimum of ten consecutive business days, or potentially up to 20 days if Nasdaq requires it.

What happens if Nukkleus Inc. (NUKKW) does not regain Nasdaq compliance?

If Nukkleus does not regain compliance by February 24, 2026, Nasdaq may notify the company that its securities are subject to delisting. Nukkleus may then appeal to a hearings panel or consider applying to transfer its securities to the Nasdaq Capital Market, subject to meeting those standards.

Does the Nasdaq notice immediately affect trading of Nukkleus (NUKK, NUKKW)?

The notice currently has no immediate effect on trading. Nukkleus’s common stock and warrants will continue to trade on the Nasdaq Global Market under the symbols “NUKK” and “NUKKW,” provided the company remains in compliance with Nasdaq’s other continued listing requirements.

What must Nukkleus Inc. (NUKKW) do to regain Nasdaq market value compliance?

To regain compliance, Nukkleus’s market value of listed securities must close at or above $50,000,000 for at least ten consecutive business days within the 180-day period. Nasdaq may, at its discretion, require this to continue for up to 20 consecutive business days.

What options is Nukkleus Inc. (NUKKW) considering after the Nasdaq deficiency notice?

Nukkleus states it is monitoring the market value of its listed securities and considering available options to regain compliance with Nasdaq’s continued listing standards. The company also notes it could appeal a delisting decision or apply to transfer to the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 05:27 PM

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, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 28, 2025, Nukkleus Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon its review of the Company’s market value of listed securities (“MVLS”) for the last 30 consecutive business days from July 10, 2025 to August 27, 2025, the Company no longer meets Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $50,000,000. The Notice further stated that the Company also does not meet the requirements under Nasdaq Listing Rule 5450(b)(3)(A).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until February 24, 2026, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A). If at any time during this compliance period the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed, provided, however that Nasdaq may, in its discretion, require the Company to maintain the MVLS for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.

In the event the Company does not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) prior to the expiration of the compliance period, the Company will receive written notification that the Company’s securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. Alternatively, the Company may consider applying to transfer the listing of the Company’s securities to the Nasdaq Capital Market, provided that the Company then satisfies the requirements for continued listing on that market.

The Notice has no immediate effect on the listing or trading of the Company’s common stock and warrants on the Nasdaq Global Market, which will continue to trade under the symbols “NUKK” and “NUKKW,” respectively, subject to the Company’s continued compliance with Nasdaq’s other continued listing requirements.

The Company is monitoring the MVLS of its listed securities and is considering available options to regain compliance with Nasdaq’s continued listing standards. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or will otherwise be in compliance with other Nasdaq listing criteria.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: September 2, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Nukkleus faces Nasdaq market value listing deficiency