Nukkleus Inc. Reports Material Agreement and Equity Sales

TL;DR

NUKK signed a new deal, sold stock, and has new financial obligations.

AI Summary

Nukkleus Inc. entered into a material definitive agreement on August 1, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. This filing details financial statements and exhibits.

Why It Matters

This filing indicates new financial obligations and equity transactions for Nukkleus Inc., which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and dilution.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• August 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Brilliant Acquisition Corp (company) — Former company name

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
• $515,500 — (the "Note") in the principal amount of $515,500 to East Asia Technology Investments Lim
• $412,075 — ation of cash proceeds in the amount of $412,075. 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

Filing Documents

• ea0210536-8k_nukkleus.htm (8-K) — 32KB
• ea021053601ex4-1_nukkleus.htm (EX-4.1) — 19KB
• ea021053601ex4-2_nukkleus.htm (EX-4.2) — 42KB
• 0001213900-24-065179.txt ( ) — 323KB
• nukk-20240801.xsd (EX-101.SCH) — 4KB
• nukk-20240801_def.xml (EX-101.DEF) — 26KB
• nukk-20240801_lab.xml (EX-101.LAB) — 36KB
• nukk-20240801_pre.xml (EX-101.PRE) — 25KB
• ea0210536-8k_nukkleus_htm.xml (XML) — 6KB

01 Entry Into a Material

Item 1.01 Entry Into a Material Definitive Agreement. On August 1, 2024 (the "Effective Date"), Nukkleus Inc. (the "Company") issued a Senior Unsecured Promissory Note (the "Note") in the principal amount of $515,500 to East Asia Technology Investments Limited (the "Lender") in consideration of cash proceeds in the amount of $412,075. 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 1,400,000 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 foregoing descriptions of the Note and the Warrant are not complete and are qualified in their entirety by reference to the full text of the Note and the Warrant, copies of which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Exhibit Description 4.1 Senior Unsecured Promissory Note dated August 1, 2024 issued to East Asia Technology Investments Limited 4.2 Common Stock Purchase Warrant issued to East Asia Technology Investments Limited 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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: August 5, 2024 By: /s/ Jamal Khurshid Name: Jamal Khurshid Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR