Nukkleus Inc. Files 8-K on Financial Obligations & Equity Sales
Ticker: DFNSW · Form: 8-K · Filed: Sep 12, 2024 · CIK: 1787518
Sentiment: neutral
Topics: financial-obligation, equity-sale, corporate-governance
Related Tickers: NUKK
TL;DR
Nukkleus filed an 8-K detailing new debt, equity sales, and exec changes. Watch closely.
AI Summary
Nukkleus Inc. filed an 8-K on September 12, 2024, reporting on events that occurred on September 4, 2024. Key items include the creation of a direct financial obligation, unregistered sales of equity securities, and changes in directorship and officer compensation. The company was formerly known as Brilliant Acquisition Corp. and changed its name on September 9, 2019.
Why It Matters
This filing indicates potential new financial commitments and equity transactions for Nukkleus Inc., which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves financial obligations and unregistered equity sales, which can introduce financial risk and dilution concerns.
Key Players & Entities
- Nukkleus Inc. (company) — Filer of the 8-K report.
- Brilliant Acquisition Corp. (company) — Former name of Nukkleus Inc.
- September 4, 2024 (date) — Earliest event date reported in the 8-K.
- September 12, 2024 (date) — Filing date of the 8-K.
- September 9, 2019 (date) — Date of name change from Brilliant Acquisition Corp. to Nukkleus Inc.
FAQ
What specific direct financial obligation was created by Nukkleus Inc.?
The filing indicates the creation of a direct financial obligation, but the specific details and amount are not provided in the provided text.
What were the terms of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities, but the specific terms, number of shares, or price are not detailed in the provided text.
What changes occurred regarding directors or officers?
The filing notes changes related to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements, but specific names and details are not in the provided text.
When did Nukkleus Inc. change its name from Brilliant Acquisition Corp.?
Nukkleus Inc. changed its name from Brilliant Acquisition Corp. on September 9, 2019.
What is the SIC code for Nukkleus Inc.?
The Standard Industrial Classification (SIC) code for Nukkleus Inc. is 8742, which corresponds to SERVICES-MANAGEMENT CONSULTING SERVICES.
Filing Stats: 1,354 words · 5 min read · ~5 pages · Grade level 10.2 · Accepted 2024-09-11 18:29:08
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 — 2024 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 June 2024 Note bears interest of 1
- $0.25 — of common stock at a per share price of $0.25 for a term of five years that may be ex
- $125,000 — 2024 Note") in the principal amount of $125,000 to the Lender in consideration of cash
- $100,000 — ation of cash proceeds in the amount of $100,000, which was funded on September 4, 2024.
Filing Documents
- ea0214185-8k_nukkleus.htm (8-K) — 37KB
- ea021418501ex4-1_nukkleus.htm (EX-4.1) — 17KB
- 0001213900-24-077805.txt ( ) — 276KB
- nukk-20240904.xsd (EX-101.SCH) — 4KB
- nukk-20240904_def.xml (EX-101.DEF) — 26KB
- nukk-20240904_lab.xml (EX-101.LAB) — 36KB
- nukk-20240904_pre.xml (EX-101.PRE) — 25KB
- ea0214185-8k_nukkleus_htm.xml (XML) — 6KB
03
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. As previously disclosed, on June 11, 2024 (the "Effective Date"), Nukkleus Inc. (the "Company") issued a Senior Unsecured Promissory Note (the "June 2024 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 June 2024 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 June 2024 Note, the Company issued the Lender a Stock Purchase Warrant ("June 2024 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 June 2024 Note into shares of common stock of the Company at a per share conversion price of $0.25. Further, on September 10, 2024, the Company issued an additional Senior Unsecured Promissory Note (the "September 2024 Note") in the principal amount of $125,000 to the Lender in consideration of cash proceeds in the amount of $100,000, which was funded on September 4, 2024. The September 2024 Note bears interest of 12.0% per annum and is due and payable six months after issuance.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference. The issuance of the September 2024 Note and the shares of common stock issuable upon conversion of the September 2024 Note 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 Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference. The Company has been advised that the Lender and Emil Assentato and Jamal Khurshid, in a personal capacity, entered into a Settlement Agreement. Pursuant to the Settlement Agreement, Mr. Khurshid advised the Company that he was resigning as Chief Executive Officer and as a director of the Company effective September 4, 2024. Further, in conjunction with Mr. Khurshid's resignation, the Board increased the size of the Board from six to seven and appointed David Rokach and Menachem Shalom as directors to fill such vacancies. Mr. Shalom was also appointed as Chief Executive Officer of the Company. Menachem Shalom, age 49, has been our Chief Executive Officer and member of our Board of Directors since September 2024. Mr. Shalom has served as a director and the Chief Executive Officer of Motomova Inc (OTC Markets: MTMV) since December 1, 2022 and its Secretary since May 24, 2023. Mr. Shalom was the Co-Chief Executive Officer, and a member of the board of directors of MEA since January 2022. Since 2017, Mr. Shalom has also served as CEO of Hold Me Ltd., a digital platform for mobile wallet and payments founded by Mr. Shalom. Mr. Shal
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits Exhibit No. Exhibit Description 4.1 Form of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds 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: September 11, 2024 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 2