Podstawowe statystyki
| LEI | 5493000JSMFRJ0MYHQ65 |
| CIK | 1787518 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Brilliant Acquisition Corp - Tradeable Rights - July 2020
SEC Filings (Chronological Order)
Na tej stronie znajduje się pełna, chronologiczna lista zgłoszeń SEC, z wyłączeniem zgłoszeń własności, które udostępniamy gdzie indziej.
| June 4, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 T3 Defense Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par val |
|
| June 4, 2026 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 T3 Defense Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification |
|
| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
|
| May 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
|
| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39341 T3 Defense |
|
| May 20, 2026 |
Exhibit 10.54 SHARE EXCHANGE AND SWAP AGREEMENT by and between T3 DEFENSE INC. (Nasdaq: DFNS) and VISIONWAVE HOLDINGS INC. (Nasdaq: VWAV) Dated as of May 17, 2026 THIS SHARE EXCHANGE AND SWAP AGREEMENT (this “Agreement”), dated as of May 17, 2026 (the “Effective Date”), is entered into by and between: T3 Defense Inc., a Delaware corporation, with its principal executive offices located at 575 Fift |
|
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10 |
|
| May 8, 2026 |
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): May 5, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organization) |
|
| April 28, 2026 |
Exhibit 10.53 NOTE EXCHANGE AGREEMENT This Note Exchange Agreement (this “Agreement”), dated as of April 27, 2026 (the “Effective Date”), is entered into by and between T3 Defense Inc., a Delaware corporation formerly known as Nukkleus Inc. (the “Company”), and Menachem Shalom (the “Holder”). RECITALS WHEREAS, the Board of Directors of the Company has resolved that the outstanding notes issued and |
|
| April 28, 2026 |
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): April 27, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2026 T3 DEFENSE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39341 38-3912845 (State or Other Jurisdiction of Incorporation) (Commission File Num |
|
| April 15, 2026 |
Exhibit 99.1 T3 Defense Announces Unaudited Preliminary Key Financial and Operational Metrics for Q1 2026, Its First Reporting Quarter as a Defense-Focused Holding Company ● Expects Q1 2026 Revenue to be Approximately $4.2 Million ● Ended Q1 2026 with a Backlog of Over $12.0 Million ● Reafirms Full Year 2026 Revenue Guidance of $26 Million ● Heightened Demand for Defense Drove Strong RFP Activity |
|
| April 15, 2026 |
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): April 15, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| April 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| April 10, 2026 |
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): April 10, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| April 10, 2026 |
STOCK PURCHASE AGREEMENT by and between BIOMX INC. WATER IO LTD. Dated as of April 10, 2026 Exhibit 10.52 STOCK PURCHASE AGREEMENT by and between BIOMX INC. and WATER IO LTD. Dated as of April 10, 2026 This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and effective as of April 10, 2026 (the “Effective Date” and the “Closing Date”), by and between: BiomX Inc., a Delaware corporation whose shares of common stock are listed on the New York Stock Exchange (“NYSE”) (“Buyer”); a |
|
| April 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-39341 Commission file number T3 DEFENSE INC. (Exact name of registrant as spec |
|
| April 7, 2026 |
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): March 31, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| April 3, 2026 |
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): March 31, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| April 3, 2026 |
Exhibit 10.50 CANCELLATION AGREEMENT This Cancellation Agreement (this “Agreement”) is entered into as of March 31, 2026, by and between T3 Defense Inc., a Delaware corporation (“T3”), and Star 26 Capital, Inc., a Nevada corporation (“Star 26”). WHEREAS, pursuant to the terms and provisions of the Amended and Restated Securities Purchase Agreement dated September 15, 2025 among T3, Star 26 and the |
|
| April 1, 2026 |
Exhibit 99.1 I.T.S. Industrial Techno-Logic Solutions Ltd. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 F-1 I.T.S. Industrial Techno-Logic Solutions Ltd. CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT F-3 FINANCIAL STATEMENTS: Consolidated Balance Sheets as of December 31, 2024 and 2023 F-5 Consolidated Statements of Comp |
|
| April 1, 2026 |
Exhibit 99.2 T3 DEFENSE INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2025 T3 Defense Inc. Acquisition of Star26 (*) Transaction Adjustments (*) Acquisition of ITS Pro Forma Combined Assets Current assets Cash and cash equivalents $ 7,611,465 924,000 $ (3,500,000 ) 1,543,000 $ 7,299,865 721,400 Restricted Cash - 60,000 - - 60,000 Short term bank dep |
|
| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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): February 16, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organ |
|
| March 31, 2026 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-39341 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition R |
|
| March 12, 2026 |
Exhibit 99.1 “It’s like you’re playing PlayStation”: Simulation veteran Tiltan eyes the global defense market post-acquisition CTech’s Amy Shapiro talks to Ehud (Udi) Shafir, acting CEO of Tiltan Software Engineering, a 30-year veteran of the Israeli defense sector riding the industry’s tailwinds with plans to scale its “digital twin” technology globally. Amy Shapiro 10:53, 12.03.26 “It’s like you |
|
| March 12, 2026 |
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): March 12, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| March 6, 2026 |
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): March 3, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizatio |
|
| March 2, 2026 |
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): March 2, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizatio |
|
| March 2, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE T3 Defense Inc. Notes Rising Global Demand for Integrated Air & Missile Defense and Counter-UAS Capabilities Amid Global Conflicts Reaffirms its commitment to supporting national security requirements while prioritizing the safety of its employees, customers, and suppliers in affected regions. NEW YORK, NY / TEL AVIV, ISRAEL — March 2, 2026 — T3 Defense Inc. (NAS |
|
| February 25, 2026 |
Exhibit 10.3 PLACEMENT AGENCY AGREEMENT February 24, 2026 Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between T3 Defense Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as t |
|
| February 25, 2026 |
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): February 24, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiz |
|
| February 25, 2026 |
T3 DEFENSE INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 WARRANT T3 DEFENSE INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: , 2026 (“Issuance Date”) T3 Defense Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms s |
|
| February 25, 2026 |
Exhibit 3.1 T3 DEFENSE INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK February 24, 2026 Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and Article IV of the Amended and Restated Certificate of Incorporation (as most recently amended on February 9, 2026, the “Certificate of Incorporation”) |
|
| February 25, 2026 |
Exhibit 99.1 T3 Defense Inc. Announces Private Placement of up to $20 Million to Accelerate Acquisition Strategy Two-tranche financing strengthens balance sheet and supports disciplined expansion across defense industrial base New York, NY/Tel Aviv, Israel – February 25, 2026 – T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., today announced that it has entered into definitive agreements fo |
|
| February 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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): February 24, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organ |
|
| February 25, 2026 |
T3 DEFENSE INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| February 25, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2026, between T3 Defense Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to |
|
| February 25, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 24, 2026, between T3 Defense Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchas |
|
| February 20, 2026 |
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): February 17, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiz |
|
| February 20, 2026 |
Exhibit 10.51 CONSULTING AGREEMENT This Consulting Agreement, dated as of February 17, 2026 (this “Agreement”), between Billio Ltd., an Israeli company number 515180669 (the “Consultant”), and T3 Defense Inc. f/k/a Nukkleus Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, the Company and Billio Ltd. are parties to a Consulting Agreement dated December 16, 2024 (the “Cons |
|
| February 17, 2026 |
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): February 16, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiz |
|
| February 17, 2026 |
Exhibit 10.50 AGREEMENT This AGREEMENT (the “Agreement”) is made and entered into as of June 08, 2025, by and among: Star Twenty Six Ltd, Company Registration No. 517012605 and/or a company under its control Address: 5 HaMelacha St, Netanya, Israel Email: [email protected] (hereinafter: the “Investor”) and I.T.S Industrial Techno-logic Solutions Ltd, Company Registration No. 512833740 Address: Atir |
|
| February 17, 2026 |
Exhibit 99.1 T3 Defense Secures Majority Ownership of ITS Engineering Transaction strengthens execution-critical manufacturing capacity within the defense industrial base TEL AVIV, Israel – February 17, 2026 – T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., today announced that it has acquired a 51% stake in Industrial Techno-Logic Solutions (ITS), with an option to buy the remainder. No a |
|
| February 13, 2026 |
T3 Defense Inc. 16,787,988 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-293384 PROSPECTUS T3 Defense Inc. 16,787,988 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus, including their transferees, pledgees or donees or their respective successors (collectively, the “Selling Stockholders”), of up to 16,787,988 shares (the “Shares”) of |
|
| February 13, 2026 |
Exhibit 99.1 Investor Presentation February 2026 Building the Asymmetric Edge that Shapes the Future of Defense Nasdaq: DFNS This presentation contains forward - looking statements, as that term is defined under the Private Securities Litigation Reform Act of 1995 . All statements other than statements of historical facts are "forward - looking statements" within the meaning of U . S . federal sec |
|
| February 13, 2026 |
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): February 12, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiz |
|
| February 11, 2026 |
T3 Defense Inc. 575 Fifth Avenue, 14th Floor New York, NY 10017 February 11, 2026 T3 Defense Inc. 575 Fifth Avenue, 14th Floor New York, NY 10017 February 11, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Re: T3 Defense Inc. Registration Statement on Form S-1 Filed February 11, 2026 File No. 333-293384 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, T3 Def |
|
| February 10, 2026 |
February 10, 2026 Menchem Shalom Chief Executive Officer T3 Defense Inc. 575 Fifth Ave., 14th Floor New York, New York 10017 Re: T3 Defense Inc. Draft Registration Statement on Form S-1 Submitted February 2, 2026 CIK No. 0001787518 Dear Menchem Shalom: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement an |
|
| February 9, 2026 |
STATE OF DELAWARE CERTIFICATE OF CORRECTION Exhibit 3.8.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION The corporation organized and existing under the General Corporate Law of the State of Delaware, hereby certifies as follows: ONE: The name of the corporation is Nukkleus Inc. TWO: A Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on Februar |
|
| February 9, 2026 |
CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NUKKLEUS INC. Exhibit 3.8.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUKKLEUS INC. Adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware The undersigned, being a duly authorized officer of Nukkleus Inc. (the “Corporation”), a corporation duly formed and currently existing under the laws of the State of Delaware, d |
|
| February 9, 2026 |
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): February 9, 2026 T3 DEFENSE INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiza |
|
| February 9, 2026 |
Exhibit 99.1 Nukkleus Inc. Announces Corporate Rebranding: Changes Name to T3 Defense Inc. and Ticker Symbol to DFNS The name and ticker change reflects the company’s strategic focus on acquiring and operating mission-critical defense businesses that are deeply embedded in long-cycle national security programs TEL AVIV / NEW YORK – February 9, 2026 – T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkle |
|
| February 3, 2026 |
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): February 3, 2026 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| February 3, 2026 |
Exhibit 99.1 Nukkleus Subsidiary Rimon Wins Multi-Year Defense Contracts to Build Iron Dome Components Agreements with leading Israeli defense manufacturers provide long-term revenue visibility and underscore the critical role of sub-tier suppliers in national defense programs NEW YORK and TEL AVIV, Israel – February 3, 2026 - Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”), a strategic |
|
| February 2, 2026 |
As confidentially submitted to the Securities and Exchange Commission on February 2, 2026. |
|
| January 22, 2026 |
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): January 22, 2026 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| January 22, 2026 |
Exhibit 99.1 Nukkleus Inc. Provides Updates on Acquisitions and Outlines Its 2026 Growth Strategy Current portfolio estimated to generate revenues of $20-22 million in 2026 NEW YORK, NY and TEL AVIV, Israel – January 22, 2026 – Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense industry, today iss |
|
| January 16, 2026 |
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): January 15, 2026 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| January 16, 2026 |
Nukkleus Inc. (a Delaware corporation) UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.17 THIS NOT AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE OR ANY PORTION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECUR |
|
| January 16, 2026 |
Exhibit 99.1 Nukkleus Inc. Acquires Nimbus Drones Technologies, an Israeli UAV and Counter-UAS Company Acquisition expands Nukkleus’ portfolio into unmanned aerial systems sector NEW YORK, NY and TEL AVIV, Israel - January 15, 2026 - Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and developer of high-potential businesses in the Aerospace and Defense (A&D) sector, today announced that it has a |
|
| January 16, 2026 |
Exhibit 10.45 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2026 (the “Effective Date”), by and among: NUKKLEUS INC., a Delaware corporation (“Buyer” or “Nukkleus”); NIMBUS DRONES TECHNOLOGIES AND MARKETING LTD., an Israeli corporation (“Nimbus” or the “Company”); and ELAD DEFENSE LLC (“Seller” or “Elad”, and together with Nimb |
|
| January 14, 2026 |
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): January 14, 2026 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| January 14, 2026 |
Exhibit 16.1 January 14th, 2026 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Nukkleus, Inc.’s statements included under Item 4.01 of its Form 8-K dated January 14th, 2026. We agree with the statements concerning our Firm under Item 4.01. We are not in a position to agree or disagree with other stateme |
|
| January 13, 2026 |
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): January 12, 2026 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation) (Commission |
|
| January 13, 2026 |
Exhibit 4.15 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. $3,000,000 January 12, 2026 THIS PROMISSORY NOTE (this “Note”) is issued by Nukkl |
|
| January 13, 2026 |
Exhibit 99.1 Nukkleus Inc. Completes Strategic Acquisition of Star 26 Capital, Expanding Defense AI and Defense Manufacturing Deal adds precision manufacturing, advanced computer vision, and other defense technology businesses into the Nukkleus ecosystem. NEW YORK and TEL AVIV, Israel, January 13, 2026 - Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and owner of high-potential businesses in t |
|
| January 13, 2026 |
Exhibit 4.14 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. $16,000,000.00 January 12, 2026 THIS PROMISSORY NOTE (this “Note”) is issued by N |
|
| January 13, 2026 |
Exhibit 4.16 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. $ January 12, 2026 THIS PROMISSORY NOTE (this “Note”) is issued by Nukkleus Inc., |
|
| January 13, 2026 |
Exhibit 4.13 NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED |
|
| January 13, 2026 |
Exhibit 10.44 ASSIGNMENT KNOW ALL PERSONS BY THESE PRESENTS, that for the consideration of $10 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Star 26 Capital, Inc., a Nevada corporation (“Assignor”), hereby transfers, conveys and assigns unto the stockholders of the Assignor as identified on Schedule A attached hereto (collectively, the “As |
|
| December 30, 2025 |
Exhibit 4.1 SECURED PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES SECURING THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR |
|
| December 30, 2025 |
Exhibit 10.2 PLEDGE AGREEMENT This Pledge Agreement (this ”Agreement”) is made and entered into as of December 30, 2025, by and between Nukk Picolo Ltd. (C.N. 517090387), an Israeli private company incorporated under the laws of the state of Israel with its registered offices at 33 Yehoshua Ben Noon St., Tel Aviv, Israel (the “Pledgor”), and Arie Shafir (Israeli ID 067242404) with its registered a |
|
| December 30, 2025 |
AMENDMENT TO STOCK PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT TO STOCK PURCHASE AGREEMENT This Amendment to Stock Purchase Agreement (this "Amendment") is made and entered into as of December 30, 2025, by and among Tiltan Software Engineering Ltd., an Israeli corporation (the "Company"), Nukkleus Inc., a Delaware corporation (the "Buyer"), Nukk Picolo Ltd., an Israeli company which is wholly owned by the Buyer (the "Subsidiary"), and A |
|
| December 30, 2025 |
TILTAN SOFTWARE ENGINEERING LTD. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 Exhibit 99.1 TILTAN SOFTWARE ENGINEERING LTD. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 F-1 TILTAN SOFTWARE ENGINEERING LTD. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT F-3 FINANCIAL STATEMENTS: Balance Sheets as of December 31, 2024 and December 31, 2023 F-5 Statements of Comprehensive Income for the years ended December 31, 2024 and 2023 F- |
|
| December 30, 2025 |
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): December 30, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation) (Commission |
|
| December 30, 2025 |
TILTAN SOFTWARE ENGINEERING LTD. CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 Exhibit 99.2 TILTAN SOFTWARE ENGINEERING LTD. CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 TILTAN SOFTWARE ENGINEERING LTD. INTERIM UNAUDITED CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 U.S. DOLLARS IN THOUSANDS TABLE OF CONTENTS Page CONDENSED FINANCIAL STATEMENTS (unaudited): Interim unaudited condensed balance sheets 3 Interim unaudited condensed statements of compreh |
|
| December 30, 2025 |
Exhibit 10.3 Escrow Agreement This ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of December 30, 2025, by and among Nukkleus Inc, a Delaware corporation (the “Buyer”), Nukk Picolo Ltd, an Israeli company which is wholly owned by the Buyer (the “Subsidiary”), Arie Shafir, Israeli ID 067242404 (the “Shareholder”), and Adv. Lior Hinkus, Israeli ID 033346982 (the “Escrow Agent”). RECIT |
|
| December 30, 2025 |
Exhibit 99.3 Nukkleus Completes Tiltan Acquisition, Adds 30 Years of Defense AI Leadership to Portfolio Israeli defense technology pioneer, supplier to IAI, Elbit, and Rafael, now a wholly owned Nukkleus subsidiary NEW YORK and TEL AVIV, Israel, December 30, 2025 — Nukkleus Inc. (NASDAQ: NUKK), (the “Company”), a strategic acquirer and developer of high-growth aerospace and defense businesses, tod |
|
| December 23, 2025 |
Nukkleus Inc. 13,090,500 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-292210 PROSPECTUS Nukkleus Inc. 13,090,500 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus, including their transferees, pledgees or donees or their respective successors (collectively, the “Selling Stockholders”), of up to 13,090,500 shares (the “Shares”) of th |
|
| December 23, 2025 |
Nukkleus Inc. Up to 48,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-292209 PROSPECTUS Nukkleus Inc. Up to 48,000,000 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time of up to 48,000,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), of Nukkleus Inc., a Delaware Corporation (the “Company” or “Nukkleus”) by Esousa Group |
|
| December 17, 2025 |
Nukkleus Inc. Receives Shareholder Approval to Acquire of Star 26 Capital Inc. Exhibit 99.1 Nukkleus Inc. Receives Shareholder Approval to Acquire of Star 26 Capital Inc. New York, NY and Tel Aviv, Israel – December 17, 2025 – Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced that its stockholders have approved the acquisition of Star 26 Capi |
|
| December 17, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Nukkleus Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value |
|
| December 17, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Ownership Nukkleus Limited Bermuda 100% by Nukkleus, Inc. Nukkleus Malta Holding Ltd. Malta 100% by Nukkleus, Inc. Markets Direct Technology Group Ltd., formerly known as Nukkleus Exchange Malta Ltd. Malta 100% owned by Nukkleus Malta Holding Ltd., a wholly-owned subsidiary of Nukkleus, Inc. Nukkleus Payments Malta Ltd. Malta 100 |
|
| December 17, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Ownership Nukkleus Limited Bermuda 100% by Nukkleus, Inc. Nukkleus Malta Holding Ltd. Malta 100% by Nukkleus, Inc. Markets Direct Technology Group Ltd., formerly known as Nukkleus Exchange Malta Ltd. Malta 100% owned by Nukkleus Malta Holding Ltd., a wholly-owned subsidiary of Nukkleus, Inc. Nukkleus Payments Malta Ltd. Malta 100 |
|
| December 17, 2025 |
As filed with the Securities and Exchange Commission on December 17, 2025. As filed with the Securities and Exchange Commission on December 17, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer |
|
| December 17, 2025 |
As filed with the Securities and Exchange Commission on December 17, 2025. As filed with the Securities and Exchange Commission on December 17, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer |
|
| December 17, 2025 |
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): December 16, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of (Commission File Number) ( |
|
| December 17, 2025 |
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): December 17, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| December 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| December 9, 2025 |
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): December 8, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| November 28, 2025 |
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): November 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 organizat |
|
| November 28, 2025 |
Nukkleus Inc. Announces Closing of SC II, its Corporate-Sponsored SPAC Exhibit 99.1 Nukkleus Inc. Announces Closing of SC II, its Corporate-Sponsored SPAC NEW YORK, NY; November 28, 2025 – Nukkleus, Inc. (NASDAQ:NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced the closing of the previously announced initial public offering of the newly formed special purpo |
|
| November 26, 2025 |
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): November 26, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| November 26, 2025 |
Nukkleus Inc. Announces Pricing of SC II, its Corporate-Sponsored SPAC, at $10.00 per Unit Exhibit 99.1 Nukkleus Inc. Announces Pricing of SC II, its Corporate-Sponsored SPAC, at $10.00 per Unit NEW YORK, NY; November 26, 2025 – Nukkleus, Inc. (NASDAQ:NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced the pricing of the initial public offering of the newly formed special purpos |
|
| November 25, 2025 |
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): November 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 organizat |
|
| November 25, 2025 |
EQUITY INCENTIVE PLAN NUKKLEUS INC. 2025 EQUITY INCENTIVE PLAN Exhibit 10.1 EQUITY INCENTIVE PLAN NUKKLEUS INC. 2025 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the 2025 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and t |
|
| November 25, 2025 |
Exhibit 99.1 Historic Iron Dome Funding Boost Creates New Opportunities for Rimon Technologies, Reinforcing Strategic Value of Nukkleus’ Pending Acquisition Expanded Iron Dome funding drives long-term demand for Rimon’s core technology New York, NY - Nov. 25, 2025 - Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) indu |
|
| November 25, 2025 |
Registration No 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| November 25, 2025 |
CALCULATION OF FILING FEE TABLES Nukkleus Inc. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Nukkleus Inc. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share (1) 3,890,000 $ 4.32 $ 16,804,800.00 0.0001381 $ 2,321.00 |
|
| November 25, 2025 |
Exhibit 99.1 For Immediate Release Nukkleus Inc. Announces Date of the Special Meeting of Stockholders to Approve Acquisition of Star 26 Capital, Inc. New York, NY and Tel Aviv, Israel – November 25, 2025 – Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced that it |
|
| November 25, 2025 |
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): November 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 organizat |
|
| November 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
|
| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name |
|
| November 10, 2025 |
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): November 6, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| November 3, 2025 |
As confidentially submitted to the Securities and Exchange Commission on November 3, 2025. |
|
| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| October 17, 2025 |
As confidentially submitted to the Securities and Exchange Commission on October 17, 2025. |
|
| October 17, 2025 |
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): October 17, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| October 17, 2025 |
Nukkleus Inc. Announces Filing of Corporate-Sponsored SPAC Registration Statement Exhibit 99.1 For Immediate Release Nukkleus Inc. Announces Filing of Corporate-Sponsored SPAC Registration Statement NEW YORK, NY; October 17, 2025 – Nukkleus, Inc. (NASDAQ:NUKK) (“Nukkleus” or the “Company”) announced that it is the majority owner of the sponsor of a newly formed special purpose acquisition company (“SPAC”) named SC II Acquisition Corp. (“SC II”). On October 16, 2025, SCII filed |
|
| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| September 29, 2025 |
Exhibit 99.1 Nukkleus Inc. Regains Full Nasdaq Compliance Company’s recent private placement and $250million line of equity strengthen its balance sheet and supports growth strategy New York, NY – September 29, 2025 – Nukkleus Inc. (Nasdaq: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-growth businesses in the Aerospace and Defense (A&D) industry, today announced |
|
| September 29, 2025 |
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): September 26, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiza |
|
| September 19, 2025 |
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): September 19, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiza |
|
| September 19, 2025 |
Exhibit 99.1 For Immediate Release Nukkleus Inc. Secures Strategic $250 Million Growth Facility to Lead Next-Gen Aerospace and Defense Revolution New York, NY – September 19, 2025 – Nukkleus Inc. (Nasdaq: NUKK) (“Nukkleus” or “the Company”) a strategic acquirer and developer of high-growth businesses in the Aerospace and Defense (A&D) industry, today announced that it has entered into a definitive |
|
| September 19, 2025 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of September 18, 2025 by and between NUKKLEUS Inc. and ESOUSA GROUP HOLDINGS, LLC TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1. Purchase and Sale of Stock 1 Section 1.2. Closing 1 Section 1.3. Initial Public Announcements and Required Filings 2 ARTICLE II PURCHASE TERMS 2 Section 2.1. VWAP Purchases 2 Section |
|
| September 19, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 18, 2025, is by and between Esousa Group Holdings, LLC, a New York limited liability company (the “Investor”), and Nukkleus Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated |
|
| September 18, 2025 |
X0708 D LIVE 0001787518 Nukkleus Inc. 575 FIFTH AVE NEW YORK NY NEW YORK 10017 646-257-4214 DELAWARE Compliance & Risk Management Solutions Inc. Brilliant Acquisition Corp Corporation true Menachem Shalom c/o Nukkleus 575 Fifth Ave New York NY NEW YORK 10017 Executive Officer Director David Rokach c/o Nukkleus 575 Fifth Ave New York NY NEW YORK 10017 Director Anastasiia Kotaieva c/o Nukkleus 575 F |
|
| September 16, 2025 |
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): September 15, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiza |
|
| September 16, 2025 |
Exhibit 99.1 For Immediate Release Nukkleus Inc. to Acquire 100% of Star 26 Creating a Unified Defense Powerhouse First announced in December 2024, the delay in closing allowed Star 26 to strategically expand its holdings, resulting in significantly enhanced value for Nukkleus’ shareholders. Once completed, this acquisition will allow Nukkleus to oversee an expanded portfolio that unites cutting-e |
|
| September 16, 2025 |
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND CALL OPTION Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND CALL OPTION Amended and Restated Securities Purchase Agreement and Call Option, dated as of September 15, 2025 (this “Agreement”), by and among Nukkleus Inc., a Delaware corporation (the “Company”), Star 26 Capital, Inc, a Nevada corporation (the “Seller”), the equity holders of the capital of the Seller listed on Schedule A attac |
|
| September 15, 2025 |
Nukkleus Inc. 575 Fifth Avenue, 14th floor New York, NY 10017 September 15, 2025 Nukkleus Inc. 575 Fifth Avenue, 14th floor New York, NY 10017 September 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Rucha Pandit Re: Nukkleus Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-284880 Ladies and Gentlemen: Pursuant to Rule 477 promulgated und |
|
| September 5, 2025 |
WARRANT NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 WARRANT NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: September 4, 2025 (“Issuance Date”) Nukkleus Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the |
|
| September 5, 2025 |
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): September 4, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| September 5, 2025 |
Exhibit 99.1 For Immediate Release Nukkleus Inc. Announces Strategic $10.0 Million Private Placement Priced At-the-Market Net proceeds to fund pending acquisitions and business expansion initiatives New York, NY, September 5, 2025 — Nukkleus, Inc. (NASDAQ: NUKK), a strategic acquirer and developer of high-potential businesses in the Aerospace and Defense related (A&D) industries, today announced t |
|
| September 5, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 4, 2025, between Nukkleus Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agree |
|
| September 5, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2025, between Nukkleus Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
|
| September 5, 2025 |
NUKKLEUS INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| September 5, 2025 |
Exhibit 3.1 NUKKLEUS INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK September 4, 2025 Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and Article IV of the Amended and Restated Certificate of Incorporation (as most recently amended on October 18, 2024, the “Certificate of Incorporation”) o |
|
| September 5, 2025 |
Exhibit 10.3 PLACEMENT AGENCY AGREEMENT September 4, 2025 Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Nukkleus Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the |
|
| September 2, 2025 |
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 organizatio |
|
| September 2, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 1, 2025, by and among Tiltan Software Engineering Ltd., an Israeli corporation (the “Company”), Nukkleus Inc, a Delaware corporation (the “Buyer”), Nukk Picolo Ltd, an Israeli company which is wholly owned by the Buyer (the “Subsidiary”), and Arie Shafir (Israeli ID 06724 |
|
| September 2, 2025 |
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): September 1, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| August 29, 2025 |
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 organizatio |
|
| August 29, 2025 |
NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 WARRANT NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: August 28, 2025 (“Issuance Date”) NUKKLEUS INC.., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MANDRAGOLA LTD., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, sub |
|
| August 29, 2025 |
NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.2 WARRANT NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: August 28, 2025 (“Issuance Date”) NUKKLEUS INC.., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MANDRAGOLA LTD., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, sub |
|
| August 29, 2025 |
Exhibit 10.1 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made as of August 28, 2025, by and among: Mandragola Ltd., an Israeli company (Reg. No. 515123456), with its principal place of business at 12 Shlomo Ben Yosef, Tel Aviv, Israel (“Mandragola”); Nukk Picolo Ltd., an Israeli company (Reg. No. 517090387), with its principal place of business at 5 Ha’mellaha St., N |
|
| August 25, 2025 |
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 20, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizatio |
|
| August 25, 2025 |
EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT Exhibit 10.1 PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUSIVE LICENSING AND DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (“Agreement”) is made as of August 20, 2025 (the “Effective Date”), by and between: Blade Ranger Ltd. (“Licens |
|
| August 14, 2025 |
Settlement Agreement between Nukkleus and X ABS dated August 11, 2025 Exhibit 10.3 Settlement Agreement This Settlement Agreement (this “Agreement”), dated as of August 11, 2025, is being entered into by and between Nukkleus Inc., a Delaware corporation (the “Company”), and X ABS Investments Limited Partnership, a Michigan limited partnership (the “Holder”). WHEREAS, on or about August 1, 2024, the Company issued to East Asia Technology Investments Ltd. (“EATI”) a S |
|
| August 14, 2025 |
Form of Pre-funded Warrant – August 2025 Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name of re |
|
| August 14, 2025 |
Form of Exchange Warrant – August 2025 Exhibit 10.1 NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED |
|
| August 8, 2025 |
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 5, 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 |
|
| July 31, 2025 |
Warrant Agreement dated July 30, 2025 issued by Synthetic Darwin LLC to Nukkleus Inc.. Exhibit 10.1 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE |
|
| July 31, 2025 |
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 30, 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) |
|
| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025. As filed with the Securities and Exchange Commission on July 29, 2025. Registration No. 333-284880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Ind |
|
| July 29, 2025 |
Exhibit 10.33 MUTUAL RELEASE AGREEMENT This Mutual Release Agreement (this “Agreement”) is entered into as of June 19, 2025 (the “Effective Date”), by and between Nukkleus Inc., a Delaware corporation (“NUKK” or the “Company”), and East Asia Technology Investments Ltd. (“East Asia”) and PALM Global Technologies Limited (“Palm”) NUKK, East Asia and Palm may be collectively referred herein as the “P |
|
| July 25, 2025 |
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) |
|
| July 25, 2025 |
Exhibit 10.1 Amendment No. 4 Amendment No. 4, dated as of July 25, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option, dated as of December 15, 2024, as amended by Amendment No. 1 dated February 11, 2025, Amendment No. 2 dated as of June 15, 2025 and Amendment No. 3 dated as of June 15, 2025 (collectively as amended, the “Agreement”), by and among Nukkleus Inc., a Delawa |
|
| July 14, 2025 |
July 14, 2025 Menachem Shalom Chief Executive Officer, Chief Financial Officer, and Director Nukkleus Inc. |
|
| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| July 9, 2025 |
As filed with the Securities and Exchange Commission on July 9, 2025. As filed with the Securities and Exchange Commission on July 9, 2025. Registration No. 333-284880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Indu |
|
| July 9, 2025 |
NUKKLEUS INC. 575 Fifth Avenue, 14th Floor New York, New York 10017 (212) 791-4663 July 8, 2025 NUKKLEUS INC. 575 Fifth Avenue, 14th Floor New York, New York 10017 (212) 791-4663 July 8, 2025 Via Edgar Ms. Angela Lumley Office of Trade and Services United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Nukkleus Inc. Form 10-KT for Period Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-3 |
|
| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc |
|
| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT/A Amendment No. 1 (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from September 30, 2024 to December 31, 2024 001-39341 |
|
| June 30, 2025 |
June 30, 2025 Menachem Shalom Chief Executive Officer, Chief Financial Officer, and Director Nukkleus Inc. |
|
| June 30, 2025 |
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): June 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) |
|
| June 20, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 15, 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) |
|
| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| June 18, 2025 |
As filed with the Securities and Exchange Commission on June 18, 2025. As filed with the Securities and Exchange Commission on June 18, 2025. Registration No. 333-284880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Ind |
|
| June 18, 2025 |
Exhibit 10.31 Amendment No. 3 Amendment No. 2, dated as of June 15, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option, dated as of December 15, 2024, as amended by Amendment No. 1 dated February 11, 2025 and Amendment No. 2 dated May 13, 2025 (collectively, the “Agreement”), by and among Nukkleus Inc., a Delaware corporation, Star 26 Capital, Inc, a Nevada corporation, |
|
| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name of r |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| May 15, 2025 |
As filed with the Securities and Exchange Commission on May 15, 2025. As filed with the Securities and Exchange Commission on May 15, 2025. Registration No. 333-284880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Indu |
|
| May 15, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-39341 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo |
|
| May 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 evaent reported): May 13, 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) |
|
| May 14, 2025 |
Promissory Note issued by Star 26 Capital Inc. dated May 13, 2025 Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER. PROMISS |
|
| May 14, 2025 |
Exhibit 10.1 Amendment No. 2 Amendment No. 2, dated as of May 13, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option, dated as of December 15, 2024, as amended by Amendment No. 1 dated February 11, 2025 (as amended, the “Agreement”), by and among Nukkleus Inc., a Delaware corporation, Star 26 Capital, Inc, a Nevada corporation, the equity holders of the capital of the Se |
|
| May 8, 2025 |
Exhibit 14.1 NUKKLEUS INC. CODE OF ETHICS GENERAL STATEMENT OF POLICY: ● Honesty and candor in our activities, including observance of the spirit, as well as the letter of the law; ● Avoidance of conflicts between personal interests and the interests of the Company, or even the appearance of such conflicts; ● Avoidance of Company payments to candidates running for government posts or other governm |
|
| May 8, 2025 |
Exhibit 4.8 DESCRIPTION OF SECURITIES General Nukkleus is authorized to issue 150,000,000 shares of Common Stock, par value $0.0001, and 15,000,000 shares of preferred stock, par value $0.0001. The following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and bylaws are summaries and are qualified by reference to our amended and rest |
|
| May 8, 2025 |
Policy on Granting Equity Awards Exhibit 99.1 NUKKLEUS INC. POLICY ON GRANTING EQUITY AWARDS ADOPTED ON APRIL 8, 2025 A. Introduction The Board of Directors of Nukkleus Inc. (the "Company") recognizes the importance of adhering to specific practices and procedures in the granting of equity awards. This policy shall apply to all grants of equity awards by the Company. Equity awards are any compensatory award granted under the Comp |
|
| May 8, 2025 |
Nukkleus Inc. 2024 Equity Incentive Plan Exhibit 10.27 EQUITY INCENTIVE PLAN NUKKLEUS INC. 2024 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the 2024 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from September 30, 2024 to December 31, 2024 001-39341 Commission file nu |
|
| April 23, 2025 |
April 23, 2025 Menachem Shalom Chief Executive Officer, Chief Financial Officer, and Director Nukkleus Inc. |
|
| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-39341 Commission file n |
|
| April 14, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY Nukkleus Inc. 1. General Purpose Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material, nonpublic information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider tradin |
|
| April 14, 2025 |
Policy for the Recovery of Erroneously Awarded Compensation adopted April 8, 2025 Exhibit 97.1 NUKKLEUS INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”) has adopted this Policy (th |
|
| April 8, 2025 |
Nukkleus Inc. 575 Fifth Ave, 14th Floor New York, New York 10017 April 8, 2025 Nukkleus Inc. 575 Fifth Ave, 14th Floor New York, New York 10017 April 8, 2025 Via Edgar Ms. Keira Nakada Division of Corporation Finance Office of Trade & Service Securities and Exchange Commission Re: Nukkleus Inc. Form 10-K for Fiscal Year Ended September 30, 2024 File No. 001-39341 Dear Ms. Nakada: The following responses address the comments of the staff (the “Staff”) of the Securities and Ex |
|
| March 31, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-39341 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: N/A ☒ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form |
|
| March 12, 2025 |
March 12, 2025 Menachem Shalom Chief Executive Officer, Chief Financial Officer, and Director Nukkleus Inc. |
|
| February 19, 2025 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 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): February 14, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| February 18, 2025 |
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Nukkleus Inc. |
|
| February 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 11, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| February 14, 2025 |
Exhibit 10.2 Amendment No. 1 Amendment No. 1, dated as of February 11, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option (the “Agreement”) dated as of December 15, 2024, by and among Nukkleus Inc., a Delaware corporation, Star 26 Capital, Inc, a Nevada corporation, the equity holders of the capital of the Seller listed on Schedule A attached thereto, and Menachem Shalom |
|
| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
|
| February 12, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Nukkleus Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock 457(c) 4,429,165 N/A |
|
| February 12, 2025 |
As filed with the Securities and Exchange Commission on February 12, 2025. As filed with the Securities and Exchange Commission on February 12, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer |
|
| February 10, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction of Incorporation Ownership Nukkleus Limited Bermuda 100% by Nukkleus, Inc. Nukkleus Malta Holding Ltd. Malta 100% by Nukkleus, Inc. Markets Direct Technology Group Ltd., formerly known as Nukkleus Exchange Malta Ltd. Malta 100% owned by Nukkleus Malta Holding Ltd., a wholly-owned subsidiary of Nukkleus, Inc. Nukkleus Payments Malta Ltd. Malta 100 |
|
| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-39341 Commission file number Nukkleus Inc. |
|
| January 16, 2025 |
Financial Statements and Exhibits, Other Events 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): January 16, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| January 16, 2025 |
Exhibit 99.1 Nukkleus Inc. Successfully Resolves Nasdaq Delisting Threat, Achieving Compliance Across All Key Parameters NEW YORK, Jan. 16, 2025 /PRNewswire/ - Nukkleus, Inc. (“Nukkleus” or the “Company”) (NASDAQ: NUKK) announced today that it has been notified on Jan.15, 2025 that it has regained compliance with the market value of listed securities requirement as outlined in Nasdaq Listing Rule |
|
| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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): January 7, 2025 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| January 8, 2025 |
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): December 31, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| January 3, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 27, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| January 3, 2025 |
Exhibit 10.1 DATED December 27, 2024 Share purchase agreement between/among MATCH FINANCIAL LIMITED and JAMAL JHURSHID and NUKKLEUS INC. CONTENTS CLAUSE 1. Interpretation 2 2. Sale and purchase 6 3. Purchase price 7 4. Conditions to completion 7 5. Completion 8 6. Warranties 9 7. Confidentiality and announcements 11 8. Further assurance 13 9. Assignment and other dealings 13 10. No agency 14 11. En |
|
| December 31, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-39341 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition |
|
| December 23, 2024 |
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G EXHIBIT A AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Nukkleus Inc. |
|
| December 20, 2024 |
Termination Agreement entered between Nukkleus Inc. and YA II PN Ltd dated December 19, 2024 Exhibit 10.4 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”), effective as of December 19, 2024, is made between NUKKLEUS INC., a corporation organized under the laws of the State of Delaware (the “Company”), and YA II PN Ltd, a Cayman Islands exempt limited company (together with its successors and assigns, the “Investor”). RECITALS WHEREAS, the Company and the Investor are pa |
|
| December 20, 2024 |
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): December 18, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| December 20, 2024 |
Exhibit 10.3 PLACEMENT AGENCY AGREEMENT December 18, 2024 Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Nukkleus Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the |
|
| December 20, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between Nukkleus Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
|
| December 20, 2024 |
Exhibit 99.1 Nukkleus Inc. Announces Strategic $10.0 Million Private Placement Priced Above-the-Market under Nasdaq Rules JERSEY CITY, N.J., Dec. 18, 2024 /PRNewswire/ - Nukkleus, Inc. (NASDAQ: NUKK), today announced the pricing of a private placement with a single New York-based family office investor. The aggregate gross cash proceeds are expected to be $10.0 million, before deducting fees to th |
|
| December 20, 2024 |
Form of Warrant – December 2024 Exhibit 4.1 WARRANT NUKKLEUS INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: December [ ], 2024 (“Issuance Date”) Nukkleus Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to |
|
| December 20, 2024 |
Form of Registration Rights Agreement – December 2024 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2024, between Nukkleus Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agree |
|
| December 20, 2024 |
Form of Pre-Funded Common Stock Purchase Warrant – December 2024 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
|
| December 17, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 15, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| December 17, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT AND CALL OPTION This Securities Purchase Agreement and Call Option (this “Agreement”) is made and entered into as of December 15, 2024, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Star 26 Capital, Inc, a Nevada corporation (the “Seller”), the equity holders of the capital of the Seller listed on Schedule A attached hereto (collecti |
|
| December 6, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 3, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NUKKLEUS INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually a |
|
| December 6, 2024 |
Registration Rights Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 3, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NUKKLEUS INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Part |
|
| December 6, 2024 |
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): December 3, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| December 6, 2024 |
Form of Convertible Promissory Notes issued to YA II PN, Ltd. Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
|
| November 25, 2024 |
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): November 25, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| November 22, 2024 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): November 19, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| November 22, 2024 |
Securities Purchase Agreement dated November 19, 2024 Exhibit 10.1 SUBSCRIPTION AGREEMENT INVESTOR: NUKK TRACKER NOTES - CH1108678926 / 23714, series of notes (Series 24) issued by ProETP DAC By: /s/ James Prins Name: James Prins Title: Director Date 18 November 2024 Share Price: $ 1.7765 Purchased Shares: 138,556 Purchase Price: $ 246,145 BANK ACCOUNT DETAILS: NUKKLEUS INC. CITIBANK ROUTING (ABA) 021000089 SWIFT CITIUS33 ACCT NUMBER: 6882381534 Per |
|
| November 15, 2024 |
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): November 8, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| November 15, 2024 |
Letter Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 2024 Exhibit 10.1 Nukkleus Inc. 525 Washington Blvd. Jersey City, New Jersey 07310 November 14, 2024 X Group Fund of Funds 22511 Telegraph, Suite 202 Southfield, MI 38033 Re: Conversion Agreement dated November 8, 2024 To whom it may concern: Reference is hereby made to the Conversion Agreement dated November 8, 2024 between Nukkleus Inc. (the “Company”) and X Group Fund of Funds (the “Holder”). The pa |
|
| November 12, 2024 |
Conversion Agreement entered with X Group Fund of Funds dated November 8, 2024 Exhibit 10.3 CONVERSION AGREEMENT CONVERSION AGREEMENT dated as of November 8, 2024 (this “Agreement”) by and between Nukkleus Inc., a Delaware corporation (the “Company”), and X Group Fund of Funds, Limited Partnership (the “Holder”). RECITALS WHEREAS, as of the effective date of this Agreement, the Company owes the Holder an aggregate of $771,085, including without limitation the principal and a |
|
| November 12, 2024 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NUKKLEUS INC. (hereinafter called the “Corporation”) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Boa |
|
| November 12, 2024 |
Form of Exit and Settlement Agreement dated November 8, 2024 Exhibit 10.1 EXIT AND SETTLEMENT AGREEMENT This Exit and Settlement Agreement (the “Agreement”) is made and entered into as of November 8, 2024, by and between Nukkleus Inc. with its address located at 525 Washington Blvd 14th Floor, Jersey City, New Jersey 07310, a corporation organized under the laws of the State of Delaware and listed on the NASDAQ stock exchange (the “Company”), and [*] (the “ |
|
| November 12, 2024 |
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): November 8, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| November 12, 2024 |
Exhibit 10.4 DATED 08-11-2024 | 12:49:38 GMT SETTLEMENT AGREEMENT AND RELEASE among Party A and Party B and Party C CONTENTS CLAUSE 1. Definitions and interpretation 1 2. Effect of this agreement 2 3. Settlement Matters 2 4. Release 4 5. Agreement not to sue 5 6. Costs 5 7. Warranties and authority 5 8. Indemnities 5 9. No admission 6 10. Severability 6 11. Entire agreement 6 12. Confidentiality 6 |
|
| November 12, 2024 |
Securities Purchase Agreement dated November 8, 2024 Exhibit 10.2 SUBSCRIPTION AGREEMENT INVESTOR: NUKK TRACKER NOTES - CH1108678926 / 23714, series of notes (Series 24) issued by ProETP DAC By: /s/ James Prins Name: James Prins Title: Director Date 08 November 2024 Share Price: $ 2.09456 Purchased Shares: 110,707 Purchase Price: $ 231,882 BANK ACCOUNT DETAILS: NUKKLEUS INC. CITIBANK ROUTING (ABA) 021000089 SWIFT CITIUS33 ACCT NUMBER: 6882381534 Per |
|
| November 12, 2024 |
SC 13G/A 1 NUKKLEUSINC.txt GSCO FILE OUT FOR NUKKLEUS 13G Q3 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NUKKLEUS INC. - (Name of Issuer) Common Stock, $0.0001 par value per share - (Title of Class of Securities) 67054R104 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Fi |
|
| October 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 22, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| October 22, 2024 |
Exhibit 99.1 Nukkleus Announces Reverse Stock Split Shares Will Begin Trading on a Split-Adjusted Basis on October 24, 2024 Jersey City, New Jersey, Oct. 22, 2024 (GLOBE NEWSWIRE) - Nukkleus, Inc. (NASDAQ: NUKK), a FinTech and financial services company, today announced that it will effect a 1-for-8 reverse split of the issued shares of its common stock, effective at 12:01 a.m. Eastern Time on Oct |
|
| October 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUKKLEUS INC. a Delaware corporation Nukkleus Inc., a Delaware corporation, organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is Nukkleus Inc. (the “Corporation”). SECOND: The Board of Directors of t |
|
| October 18, 2024 |
Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CORRECTION NUKKLEUS Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is Nukkleus Inc. 2. That a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Nukkleus Inc. was filed by the Secretary of State o |
|
| October 18, 2024 |
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): October 11, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizati |
|
| October 18, 2024 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Nukkleus Inc. a Delaware corporation Nukkleus Inc., a Delaware corporation, organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is Nukkleus Inc. (the “Corporation”). SECOND: The Board of Directors of t |
|
| October 4, 2024 |
Exhibit 10.1 Release Agreement This Release Agreement (the “Agreement”) is entered into on September 30, 2024, by and between: Nukkleus Inc., a Delaware corporation (“Nukkleus”), Triton Capital Markets Ltd. (“TCM”) and FXDirectDealer LLC (“FXDIRECT” and collectively with Nukkleus and TCM, referred to as the “Parties”) WHEREAS: 1. Nukkleus Limited, a wholly-owned subsidiary of Nukkleus, provided it |
|
| October 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 30, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organiza |
|
| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| September 12, 2024 |
Form of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds Exhibit 4.1 SENIOR UNSECURED PROMISSORY NOTE USD $125,000 September 10, 2024 Jersey City, New Jersey For value received, Nukkleus Inc., a Delaware corporation (the “Company”), promises to pay to MOZ Credit Investment LLC (the “Noteholder”) the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS (USD $125,000) together with accrued and unpaid interest thereon, each due and payable on the date |
|
| September 12, 2024 |
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): September 4, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizat |
|
| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name of re |
|
| August 27, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 22, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organizatio |
|
| August 15, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-39341 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repor |
|
| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name of r |
|
| August 5, 2024 |
Exhibit 4.1 SENIOR UNSECURED PROMISSORY NOTE USD $515,000 August 1, 2024 Jersey City, New Jersey For value received, Nukkleus Inc., a Delaware corporation (the “Company”), promises to pay to East Asia Technology Investments Ltd. (the “Noteholder”) the principal sum of FIVE HUNDRED FIFTEEN THOUSAND FIVE HUNDRED DOLLARS (USD $515,000) together with accrued and unpaid interest thereon, each due and p |
|
| August 5, 2024 |
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 1, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organization |
|
| August 5, 2024 |
Common Stock Purchase Warrant issued to East Asia Technology Investments Limited Exhibit 4.2 NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED U |
|
| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39341 Nukkleus Inc. (Exact name o |
|
| July 25, 2024 |
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 24, 2024 NUKKLEUS INC. (Exact name of registrant as specified in its charter) Delaware 001-39341 38-3912845 (State or other jurisdiction of incorporation or organization) |
|
| July 12, 2024 |
Exhibit 10.7 AMENDMENT TO THE GLOBAL SERVICE AGREEMENT This Amendment to the Global Service Agreement (the “Original Agreement”) dated May 24, 2017 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FML Malta, Ltd., a limited liability company organized under the laws of Malta (“FML”) is entered this 17th day of October 2017 with an effective date of October 1, 2017. All defi |
|
| July 12, 2024 |
General Service Agreement between Nukkleus Limited and FXDirectDealer LLC dated May 24, 2016 Exhibit 10.5 GLOBAL SERVICE AGREEMENT This global service agreement ( the “Agreement”) is entered into by and between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDirectDealer, LLC, a private limited liability company organized pursuant to the laws of the state of Delaware with its principal place of business located at Newport Towers, 525 Washington Blvd., Jersey City, NJ 07 |
|
| July 12, 2024 |
General Service Agreement between Nukkleus Limited and FML Malta Limited dated May 24, 2016 Exhibit 10.4 GLOBAL SERVICE AGREEMENT This global service agreement ( the “Agreement”) is entered into by and between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FML Malta, Ltd, a private limited liability company organized pursuant to the laws of Malta with its principal place of business located at K2, First Floor, Forni Complex, Valletta Waterfront, Floriana, FRN 1913, Malt |
|
| July 12, 2024 |
Exhibit 21.1 Subsidiaries: Name Jurisdiction of Incorporation Ownership Nukkleus Limited Bermuda 100% by Nukkleus, Inc. Nukkleus Malta Holding Ltd. Malta 100% by Nukkleus, Inc. Markets Direct Technology Group Ltd., formerly known as Nukkleus Exchange Malta Ltd. Malta 100% owned by Nukkleus Malta Holding Ltd., a wholly-owned subsidiary of Nukkleus, Inc. Nukkleus Payments Malta Ltd. Malta 100% owned |
|
| July 12, 2024 |
Letter Agreement entered between FML Malta Ltd., FXDD Malta Limited and Nukkleus Limited Exhibit 10.8 525 Washington Blvd. Suite 1405 Newport, NJ 07310 December 27, 2017 FML Malta, Ltd. FXDD Malta Limited Re: General Services Agreement - Correction To whom it may concern: On May 24, 2016, Nukkleus Limited (the “Subsidiary”) entered into a General Services Agreement to provide its software, technology, customer sales and marketing and risk management technology hardware and software so |
