Nukkleus Inc. Files 8-K on Security Holder Rights & Bylaws

TL;DR

NUKK filed an 8-K detailing changes to shareholder rights and bylaws, plus votes and financials.

AI Summary

Nukkleus Inc. filed an 8-K on October 18, 2024, reporting events as of October 11, 2024. The filing indicates material modifications to security holder rights, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Nukkleus Inc. that could impact the rights and governance structure for its shareholders.

Risk Assessment

Risk Level: medium — Filings detailing changes to security holder rights, bylaws, and votes can introduce uncertainty and potential shifts in corporate control or shareholder value.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• October 11, 2024 (date) — Earliest event reported
• October 18, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 001-39341 (identifier) — SEC file number

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
• $1.00 — ice of the Company's Common Stock above $1.00 per share with the goal of bringing the

Filing Documents

• ea0217904-8k_nukkleus.htm (8-K) — 52KB
• ea021790401ex3-1_nukkleus.htm (EX-3.1) — 9KB
• ea021790401ex3-2_nukkleus.htm (EX-3.2) — 7KB
• ea021790401ex3-3_nukkleus.htm (EX-3.3) — 5KB
• 0001213900-24-088707.txt ( ) — 299KB
• nukk-20241011.xsd (EX-101.SCH) — 4KB
• nukk-20241011_def.xml (EX-101.DEF) — 26KB
• nukk-20241011_lab.xml (EX-101.LAB) — 36KB
• nukk-20241011_pre.xml (EX-101.PRE) — 25KB
• ea0217904-8k_nukkleus_htm.xml (XML) — 6KB

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors (the "Board") of Nukkleus Inc. (the "Company") unanimously approved a reverse stock split of the Company's common stock at a ratio of one-for-eight (the "Reverse Stock Split"). The Company's shareholders approved a reverse stock split at a ratio of not less than one-for-two and not greater than one-for-thirty at the Company's annual meeting on October 11, 2024. On October 11, 2024, the Company filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation with the Delaware Secretary of State as corrected on October 16, 2024 to effect the Reverse Stock Split (the "Reverse Certificate of Amendment"), which will become effective 12:01 am eastern time on October 24, 2024. As a result of the Reverse Stock Split, every eight shares of the Company's common stock issued and outstanding on the effective date will be consolidated into one issued and outstanding share. All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split will receive one whole share for their fractional share interest. There was no change in the par value of our common stock. The Company is effectuating the Reverse Stock Split to raise the per share bid price of the Company's Common Stock above $1.00 per share with the goal of bringing the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company's common stock will begin trading on a split-adjusted basis on The Nasdaq Global Market at the commencement of trading on October 24, 2024 under the Company's existing symbol "NUKK". The Company's common stock has been assigned a new CUSIP number of 67054R203 in connection with the Reverse Stock Split. In addition, proportionate adjustments will be made to the exercise prices of the Company's outstanding stock options and warrants and to the number of shares issued and issuable under the Company's

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking of the Certificate of Amendment, and the Company's ability to regain compliance with Nasdaq's minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as "believes," "hopes," "may," "anticipates," "should," "intends," "plans," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions and are based on assumptions and assessments made in light of management's experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such performance and are subject to risks and uncertainties, many of which are outside of the Company's control. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled "Risk Factors" in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include whether the Company will be successful in maintaining the listing of its Common Stock on Nasdaq and the effects of the Reverse Stock Split. 1

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on October 11, 2024. Of the 16,791,964 shares of Common Stock outstanding on September 23, 2024, the record date, 9,642,977 shares were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below: (1) Elect seven directors until their successors are duly elected and qualified, or until the earlier death, resignation or removal of such director. The seven directors receiving the highest vote were appointed to the board. The following Directors were elected to the board. For Withheld Menachem Shalom 9,618,471 24,506 David Rokach 9,623,397 19,580 Nicholas Gregory 9,582,787 60,190 Brian Schwieger 9,591,434 51,543 Daniel Marcus 9,618,810 24,167 Reuven Yeganeh 8,357,999 1,284,978 Anastasiia Kotaieva 8,365,694 1,277,283 (2) Ratify the appointment of GreenGrowth CPAs as the Company's independent registered public accounting firm for the year ending September 30, 2024. This matter was determined based on majority of the shares cast. For Against Abstain 9,621,722 17,767 3,488 (3) Approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Company's board of directors before September 30, 2025 without further approval or authorization of the Company's stockholders provided that the board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion. This matter was determined based on maj

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation dated October 11, 2024 3.2 Certificate of Correction to the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation dated October 16, 2024 3.3 Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation dated October 18, 2024 104 Cover Page Interactive Data File (embedded within the InLine XBRL document) 2 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: October 18, 2024 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR