T3 Defense Inc. SEC Filings

Nukkleus Inc. filed a Form D for a Regulation D, Rule 506(b) offering of units (each unit: Series A Convertible Preferred Stock plus a common warrant to purchase 1.5 shares). The stated total offering size was $10,000,000, of which $10,000,000 has been sold and $0 remains. The minimum outside investment is $50,000. Sales commissions are estimated at $700,000 and the placement agent is Dawson James Securities, Inc. The issuer identifies its jurisdiction as Delaware, principal place of business at 575 Fifth Ave, New York, NY, and classifies itself in "Other Technology." Proceeds are to be used for working capital and to acquire Tiltan Software Engineering Ltd. and Star 26 Capital Inc. The CEO and director, Menachem Shalom, is an officer/director and controlling shareholder of Star 26 Capital Inc. The filing reports 2 investors and indicates the offering is not intended to last more than one year.

Nukkleus Inc. filed an 8-K describing material terms and exhibits related to publicly traded warrants (ticker NUKKW) and related securities. The filing states each warrant is exercisable for one share of common stock at an exercise price of $92.00 per share and lists conditions that must be satisfied for certain exercise or exchange rights, including that the market price exceed $6.76 during a Measurement Period, the company be compliant with listing requirements, the warrant shares be registered for resale, and the company not be in default under the common warrant. The filing attaches key documents: a Certificate of Designation for Series A preferred, forms of warrants and pre-funded warrants, a Securities Purchase Agreement and Registration Rights Agreement dated September 4, 2025, a Placement Agent Agency Agreement, and a press release dated September 5, 2025. The filing is signed by CEO Menachem Shalom.

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.

Nukkleus Inc. disclosed a set of closing conditions tied to a change of control involving Tiltan. The filing lists required regulatory approvals including notification to the Israeli Defense Export Controls Agency, delivery of PCAOB-compliant audited financial statements for Tiltan for fiscal years 2023 and 2024 and quarterly financial statements for 2025 (with the company reimbursing Tiltan for audit costs), and a dividend distribution to the shareholder immediately prior to closing. The document also requires the accuracy of representations and warranties in all material respects, absence of any material adverse effect on Tiltan, and execution of customary ancillary agreements. The filing is dated September 1, 2025 (signature dated September 2, 2025).

Nukkleus Inc. filed an 8-K reporting the issuance of warrants and a joint venture agreement dated August 28, 2025. The filing identifies two securities: Common Stock (ticker NUKK) and Warrants exercisable for one share at an exercise price of $92.00 (ticker NUKKW), both listed on The Nasdaq Stock Market. Exhibits include two warrants issued as of August 28, 2025 and a Joint Venture Agreement dated August 28, 2025 among Nukkleus Inc., Nukk Picolo Ltd. and Mandragola Ltd. The filing is signed by CEO Menachem Shalom on August 29, 2025.

Nukkleus Inc. entered into an Exclusive Distribution Agreement with Blade Ranger Ltd., an Israeli public company that develops drone payloads for the solar energy market and for defense and homeland security forces. Under the agreement, Blade Ranger granted Nukkleus exclusive U.S. distribution rights for defense and homeland security customers for a proprietary drone payload.

Nukkleus will pay $100,000 for these exclusive U.S. rights, with the first payment due by the end of November 2025 and three equal quarterly payments thereafter. The company committed to purchase 5 units in Year 1, 10 units in Year 2, and 15 units in Year 3. If these targets are met, the agreement extends for five additional years with a 20‑unit annual purchase commitment, and if Nukkleus achieves 125% of revenue targets in any year, it earns an 8% credit on annual purchases.

Nukkleus also plans to form a new Delaware subsidiary, Nukkleus Defense Technologies, Inc., to commercialize third‑party defense‑related technologies, including Blade Ranger’s products, and to explore proprietary solutions for defense and aerospace markets.

Nukkleus Inc. reports mixed interim results and significant financing and transaction activity. The company disclosed indicators of substantial doubt about its ability to continue as a going concern, citing a working capital deficit of approximately $53,464,000 and cash used in operating activities from continuing operations of about $2,981,000 for the six months ended June 30, 2025. The company advanced an aggregate of $2,500,000 to Star and entered an agreement to acquire a 51% interest in Star, shifting its business focus toward the defense sector. Cash at period end was $2,873,593. Common shares outstanding were 5,370,939 at June 30, 2025. The filing discloses convertible notes, multiple warrants and financing arrangements that involve discounts, potential dilution and contingent settlement features. The company recorded comprehensive income/(loss) amounts shown in the statements, and noted payments of $800,000 related to penalties tied to a private placement registration requirement.

Item 8.01 – Subsidiary enters administration; DRFQ divested. On 29-Jul-25, UK subsidiary Match Financial Ltd. was placed into administration under the Insolvency Act 1986. Court-appointed administrators immediately executed a pre-pack sale of Match Financial’s entire holding in Digital RFQ Ltd. to newly formed Match Financial Holdings Ltd., owned by director Jamal Khurshid, for nominal consideration of £102,000.

The sale removes DRFQ from Nukkleus’s consolidation. Management states Match Financial contributed “negligible” revenue and assets, so it does not expect a material adverse impact on the group’s financial position or operations.

Strategic update – Star 26 Capital acquisition. The Company continues to seek shareholder approval for the December 2024 Securities Purchase Agreement and Call Option to acquire a controlling 51 % stake in Star 26 Capital Inc., which owns Israeli generator supplier Rimon and would advance Nukkleus’s defence-sector strategy.