Nukkleus Inc. Faces Delisting Concerns, Reports Equity Sales
Ticker: DFNSW · Form: 8-K · Filed: Nov 15, 2024 · CIK: 1787518
Sentiment: bearish
Topics: delisting, unregistered-sales, listing-rules
Related Tickers: NUKK
TL;DR
NUKK might get delisted, sold unregistered shares. Big red flag.
AI Summary
Nukkleus Inc. filed an 8-K on November 15, 2024, reporting events as of November 8, 2024. The filing indicates a notice of delisting or failure to meet continued listing rules, unregistered sales of equity securities, and financial statements. The company was formerly known as Brilliant Acquisition Corp. and is incorporated in Delaware.
Why It Matters
This filing signals potential issues with Nukkleus Inc.'s stock exchange listing, which could impact liquidity and investor confidence. The report of unregistered equity sales also raises questions about the terms and impact on existing shareholders.
Risk Assessment
Risk Level: high — The filing explicitly mentions a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' which is a significant risk to the company's public trading status.
Key Players & Entities
- Nukkleus Inc. (company) — Registrant
- Brilliant Acquisition Corp. (company) — Former company name
- November 8, 2024 (date) — Earliest event date
- November 15, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific listing rule has Nukkleus Inc. failed to satisfy?
The filing does not specify which particular listing rule was violated, only that a notice of failure has been issued.
What was the nature of the unregistered sales of equity securities?
The filing mentions 'Unregistered Sales of Equity Securities' as an item of disclosure but does not provide details on the specific securities, amounts, or terms of these sales.
When did Nukkleus Inc. change its name from Brilliant Acquisition Corp.?
The date of the name change from Brilliant Acquisition Corp. to Nukkleus Inc. was 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'.
What are the key items reported in this 8-K filing?
The key items reported are a Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Unregistered Sales of Equity Securities, and Financial Statements and Exhibits.
Filing Stats: 1,036 words · 4 min read · ~3 pages · Grade level 14.2 · Accepted 2024-11-15 09:00:33
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
- $15 million — of its publicly held shares of at least $15 million ("MVPHS Rule") and Listing Rule 5450(b)
- $50 million — ue of its listed securities of at least $50 million ("MVLS Rule" and together with the MVPH
- $771,085 — tanding principal and interest totaling $771,085 (the "X Group Debt") into shares of com
- $2.41 — price of the Warrant was amended to be $2.41. The offers, sales and issuances of th
Filing Documents
- ea0221420-8k_nukkleus.htm (8-K) — 34KB
- ea022142001ex10-1_nukkleus.htm (EX-10.1) — 7KB
- 0001213900-24-098756.txt ( ) — 258KB
- nukk-20241108.xsd (EX-101.SCH) — 4KB
- nukk-20241108_def.xml (EX-101.DEF) — 26KB
- nukk-20241108_lab.xml (EX-101.LAB) — 36KB
- nukk-20241108_pre.xml (EX-101.PRE) — 25KB
- ea0221420-8k_nukkleus_htm.xml (XML) — 6KB
01 Notice of Delisting or Failure to
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On November 13, 2024, Nukkleus Inc. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it will be delisted from The Nasdaq Global Market for failure to comply with Nasdaq Listing Rule 5450(b)(2)(C) providing for a market value of its publicly held shares of at least $15 million ("MVPHS Rule") and Listing Rule 5450(b)(2)(A) providing for a market value of its listed securities of at least $50 million ("MVLS Rule" and together with the MVPHS Rule, the "Rules"). This Notice follows the initial notification of non-compliance provided by Nasdaq on May 16, 2024 providing the Company with 180 calendar days, or until November 12, 2024, to regain compliance with the Rules. Specifically, the Company has failed to maintain a minimum market value of publicly held shares of $15 million for 30 consecutive business days as required by the MVPHS Rule and a minimum market value of $50 million for 30 consecutive business days as required by the MVLS Rule. The Company was provided a 180-calendar day period from the date of the initial notice on May 16, 2024, to regain compliance with the Rules. As the Company has not regained compliance within this period, Nasdaq has determined to delist the Company's securities from The Nasdaq Global Market. The Company intends to appeal this determination to a Nasdaq Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company plans to submit a request for a hearing by November 20, 2024 as set forth in the Notice. This hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. During the appeal process, the Company's common stock will continue to trade on The Nasdaq Global Market under the s
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On November 8, 2024, the Company entered into a Conversion Agreement (the "Conversion Agreement") with X Group Fund of Funds ("X Group") to convert outstanding principal and interest totaling $771,085 (the "X Group Debt") into shares of common stock of the Company. On November 14, 2024, the Company and X Group entered into a letter agreement pursuant to which it amended the terms of the Conversion Agreement and the Warrant issued in connection with the Conversion Agreement. Pursuant to the letter agreement, the shares of common stock to be issued under the Conversion Agreement were amended to be 319,952 shares of common stock of the Company and the exercise price of the Warrant was amended to be $2.41. The offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Letter Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 2024 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: November 15, 2024 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 2