Nukkleus Inc. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

NUKK filed an 8-K detailing new agreements, stock sales, and exec changes - watch closely.

AI Summary

Nukkleus Inc. filed an 8-K on June 17, 2024, reporting several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also notes the departure of directors or officers and the appointment of new ones, along with compensatory arrangements. Additionally, it covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Nukkleus Inc., including financial obligations and equity transactions, which could impact its financial structure and governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Nukkleus Inc. (company) — Filer of the 8-K report
• Brilliant Acquisition Corp (company) — Former name of Nukkleus Inc.
• 0001787518 (company) — Central Index Key for Nukkleus Inc.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share NUKK The Nasdaq
• $11.50 — sable for one Share of Common Stock for $11.50 per share NUKKW The Nasdaq Stock Ma
• $312,500 — (the "Note") in the principal amount of $312,500 to X Group Fund of Funds, a Michigan li
• $250,000 — ation of cash proceeds in the amount of $250,000. The Note bears interest of 12.0% per a
• $0.25 — of common stock at a per share price of $0.25 for a term of five years that may be ex
• $500,000 — od"), to lend the Company an additional $500,000 in consideration of a convertible promi
• $50,000 — . The Lender will provide an additional $50,000 no later than June 18, 2024, with such
• $1,600,000 — will pay Nukkleus Limited a minimum of $1,600,000 per month. Due to non-payment by TCM un

Filing Documents

• ea0208006-8k_nukkleus.htm (8-K) — 42KB
• ea020800601ex4-1_nukkleus.htm (EX-4.1) — 18KB
• ea020800601ex4-2_nukkleus.htm (EX-4.2) — 47KB
• ea020800601ex10-1_nukkleus.htm (EX-10.1) — 17KB
• ea020800601ex10-2_nukkleus.htm (EX-10.2) — 34KB
• 0001213900-24-053398.txt ( ) — 407KB
• nukk-20240611.xsd (EX-101.SCH) — 4KB
• nukk-20240611_def.xml (EX-101.DEF) — 26KB
• nukk-20240611_lab.xml (EX-101.LAB) — 36KB
• nukk-20240611_pre.xml (EX-101.PRE) — 25KB
• ea0208006-8k_nukkleus_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On June 11, 2024 (the "Effective Date"), Nukkleus Inc. (the "Company") issued a Senior Unsecured Promissory Note (the "Note") in the principal amount of $312,500 to X Group Fund of Funds, a Michigan limited partnership (the "Lender") in consideration of cash proceeds in the amount of $250,000. The Note bears interest of 12.0% per annum and is due and payable six months after issuance. As an additional inducement to provide the loan as outlined under the Note, the Company issued the Lender a Stock Purchase Warrant ("Warrant") to acquire 1,200,000 shares of common stock at a per share price of $0.25 for a term of five years that may be exercised on a cash or cashless basis. The Lender shall have the right to convert the principal and interest payable under the Note into shares of common stock of the Company at a per share conversion price of $0.25. The Company and the Lender also entered into a Restructuring Agreement providing that, among other items, the Lender, in its sole discretion, will have the right for a period for six months from the Effective Date (the "Investment Period"), to lend the Company an additional $500,000 in consideration of a convertible promissory note that will have a term of two years, bear interest at 12% and will convert into shares of common stock at a per share price of $0.25. During the Investment Period, the Company may not incur additional debt or enter into any equity financing arrangement without the written consent of the Lender. The Company has agreed, in its good faith, to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd. ("Digital") to Digital's current management team led by Jamie Khurshid subject to approval of the Company's Board of Directors and shareholders and subject to compliance with all federal, state and Nasdaq rules. The Lender will provide an additional $50,000 no later than June 18, 2024, with such funds to be disbursed as agreed between the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of the Note and Warrant, and the shares of common stock issuable upon conversion of the Note and upon exercise of the Warrant, respectively, are exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D. The Lender is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Pursuant to the terms of the Restructuing Agreement, the Company agreed to appoint Reuven Yeganeh and Anastasiia Kotaieva within one day of the Effective Date, and Ora Soffer, or another qualified director, following the filing of the Form 10-K, each of whom shall be considered independent directors of the Company. The appointment of Mr. Yeganeh and Ms. Kotaieva were effective as of June 13, 2024. Mr. Yeganeh is an experienced business manager with specific experience in managing funds and a demonstrated history of working in the financial services industry. Since 2021, Mr. Yeganeh has served as a derivatives trader for Inbar Group Finance Ltd. From 2018 to 2021, Mr. Yeganeh was the Chairman of the Board of Directors of Fantazy Network (market: TASE: WILK), which specialized in cannabis investments, and from April 2012 to 2018 was the Chairman of the Board of Directors of Direct Capital (TASE: DCI-M), which was engaged in real estate investments. Prior to 2012, Mr. Yeganeh worked for various investment companies providing managing investment strategy. Further, from 1998 through 2001, Mr. Yeganeh served as a Non-Commissioned Officer it the Israeli Air Force. Mr. Yeganeh received a BA degree in Economics and Administra

01 Other Information

Item 8.01 Other Information. The Company, through its wholly owned subsidiary, provides software and technology solutions for the worldwide retail foreign exchange trading industry. The Company's primary customer is Triton Capital Markets Ltd. ("TCM") (formerly known as FXDD Malta Limited). Emil Assentato, CEO and a director of the Company, is also the majority member of Max Q Investments LLC ("Max Q"), which is managed by Derivative Marketing Associates Inc. ("DMA"). Mr. Assentato is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM. In order to define the services rendered to TCM, Nukkleus Limited, a wholly-owned subsidiary of the Company, entered into a General Services Agreement ("GSA") with TCM in May 2016. The GSA provides that TCM will pay Nukkleus Limited a minimum of $1,600,000 per month. Due to non-payment by TCM under the GSA, the Company has advised TCM that the GSA has been terminated. The Company has historically generated substantially most of its revenue through the services rendered under the GSA.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Exhibit Description 4.1 Senior Unsecured Promissory Note dated June 11, 2024 issued to X Group Fund of Funds 4.2 Common Stock Purchase Warrant issued to X Group Fund of Funds 10.1 Restructuring Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds 10.2 Voting Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NUKKLEUS INC. Date: June 17, 2024 By: /s/ Emil Assentato Name: Emil Assentato Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR