Nukkleus Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

NUKK filed an 8-K on Dec 3rd for a material agreement & equity sales. Watch for financial shifts.

AI Summary

Nukkleus Inc. entered into a material definitive agreement on December 3, 2024, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. The filing was made on December 6, 2024.

Why It Matters

This filing indicates significant financial activity and potential changes in the company's capital structure, which could impact its financial obligations and shareholder equity.

Risk Assessment

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

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• December 6, 2024 (date) — Filing date

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
• $10 million — the right to sell to the Investor up to $10 million of shares of its common stock, subject
• $2.0 million — otes") an aggregate principal amount of $2.0 million (the "Pre-Paid Advance"), which shall b
• $0.50 m — the Pre-Paid Advance, in the amount of $0.50 million, was disbursed to the Company on
• $0.25 million — December 3, 2024, the second tranche of $0.25 million will be disbursed to the Company upon f
• $1.25 million — ge Commission, and the third tranche of $1.25 million will be disbursed to the Company upon t
• $2.00 — version price equal to the lower of (i) $2.00 and (ii) 90% of the lowest daily VWAP d
• $0.33 — floor price, which is initially set at $0.33 (the "Floor Price"). In addition, upon
• $150,000 — and continuing monthly in the amount of $150,000 plus a 10.0% premium and accrued and un
• $10,000,000 — EPA for shares of common stock equal to $10,000,000. The Company has the right to terminate
• $25,000 — tor, a structuring fee in the amount of $25,000 and agreed to pay the Investor a $300,0
• $300,000 — 25,000 and agreed to pay the Investor a $300,000 commitment fee, payable in three tranch

Filing Documents

• ea0223863-8k_nukkleus.htm (8-K) — 48KB
• ea022386301ex10-1_nukkleus.htm (EX-10.1) — 289KB
• ea022386301ex10-2_nukkleus.htm (EX-10.2) — 111KB
• ea022386301ex10-3_nukkleus.htm (EX-10.3) — 81KB
• 0001213900-24-106248.txt ( ) — 864KB
• nukk-20241203.xsd (EX-101.SCH) — 4KB
• nukk-20241203_def.xml (EX-101.DEF) — 26KB
• nukk-20241203_lab.xml (EX-101.LAB) — 36KB
• nukk-20241203_pre.xml (EX-101.PRE) — 25KB
• ea0223863-8k_nukkleus_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 3, 2024, Nukkleus Inc. (the "Company") entered into the Standby Equity Purchase Agreement ("SEPA") with YA II PN, LTD, a Cayman Islands exempt limited partnership (the "Investor") pursuant to which the Company has the right to sell to the Investor up to $10 million of shares of its common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to the Investor under the SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of common stock to the Investor under the SEPA except in connection with notices that may be submitted by the Investor, in certain circumstances as described below. Upon the satisfaction of the conditions to the Investor's purchase obligation set forth in the SEPA, including having a registration to direct the Investor to purchase a specified number of shares of common stock ("Advance") by delivering written notice to the Investor ( "Advance Notice"). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum accepta

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In the Purchase Agreement, the Investor represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to the Investor in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

01. Other Events

Item 8.01. Other Events. On November 26, 2024, the Company received a notice from the Listing Qualification Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that Nasdaq's previously disclosed delisting action has been stayed pending a final written decision by a Nasdaq Hearing Panel (the "Panel") subsequent to the Company's appeal at an oral hearing scheduled to be held on January 21, 2025, as a result of the Company timely appealing the Staff's delisting determination to the Panel and filing a hearing request with Nasdaq on November 20, 2024. Pending the final written decision by the Panel, the Company's securities will continue to be listed on the Nasdaq Global Market. There can be no assurance that the Company's appeal will be successful or that the Company will otherwise be in compliance with the other Nasdaq listing rules or remain listed on Nasdaq.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Standby Equity Distribution Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. 10.2 Form of Convertible Promissory Notes issued to YA II PN, Ltd. 10.3 Registration Rights Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. 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: December 6, 2024 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR