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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
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 |
