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

TL;DR

NUKK filed an 8-K detailing a material agreement and equity sales. Watch for updates.

AI Summary

Nukkleus Inc. entered into a material definitive agreement on December 18, 2024, related to unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements. The company was formerly known as Brilliant Acquisition Corp. and changed its name on September 9, 2019.

Why It Matters

This 8-K filing indicates potential new equity transactions and material agreements, which could impact the company's financial structure and stock performance.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty and potential dilution, warranting closer monitoring.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• Brilliant Acquisition Corp. (company) — Former company name
• December 18, 2024 (date) — Date of earliest event reported
• September 9, 2019 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share NUKK The Nasdaq
• $92.00 — sable for one Share of Common Stock for $92.00 per share NUKKW The Nasdaq Stock Ma
• $10,000,000 — nits for an aggregate purchase price of $10,000,000 or a per unit price of $6.00 with each
• $6.00 — e of $10,000,000 or a per unit price of $6.00 with each unit consisting of (i) one sh
• $500,000 — ber 3, 2024, in the principal amount of $500,000 issued to the Investor (the "Note") or

Filing Documents

• ea0225355-8k_nukkleus.htm (8-K) — 42KB
• ea022535501ex4-1_nukkleus.htm (EX-4.1) — 137KB
• ea022535501ex4-2_nukkleus.htm (EX-4.2) — 95KB
• ea022535501ex10-1_nukkleus.htm (EX-10.1) — 248KB
• ea022535501ex10-2_nukkleus.htm (EX-10.2) — 158KB
• ea022535501ex10-3_nukkleus.htm (EX-10.3) — 75KB
• ea022535501ex10-4_nukkleus.htm (EX-10.4) — 13KB
• ea022535501ex99-1_nukkleus.htm (EX-99.1) — 7KB
• ex4-2_001.jpg (GRAPHIC) — 1KB
• 0001213900-24-110782.txt ( ) — 1170KB
• nukk-20241218.xsd (EX-101.SCH) — 4KB
• nukk-20241218_def.xml (EX-101.DEF) — 26KB
• nukk-20241218_lab.xml (EX-101.LAB) — 36KB
• nukk-20241218_pre.xml (EX-101.PRE) — 25KB
• ea0225355-8k_nukkleus_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Private Placement On December 18, 2024, Nukkleus Inc. (the "Company") entered into a Securities Purchase Agreement with an accredited investor (the "Securities Purchase Agreement") for a private placement (the "Private Placement") pursuant to which the investor (the "Purchaser") agreed to purchase from the Company 1,666,666 units for an aggregate purchase price of $10,000,000 or a per unit price of $6.00 with each unit consisting of (i) one share (the "Shares") of common stock, par value $0.0001 per share, of the Company (the "Common Stock") and (ii) a common stock purchase warrant to purchase up to one and one half shares of Common Stock (the "Common Warrant"). At the discretion of the Purchaser, it may elect to acquire one pre-funded common stock purchase warrant in lieu of one Share (the "Pre-Funded Warrant"). Each Share and accompanying Common Warrant is being sold together at a combined offering price of $6.00 per Share and Common Warrant. The Pre-Funded Warrant is immediately exercisable, at a nominal exercise price of $0.0001 per share, and may be exercised at any time until the Pre-Funded Warrant is fully exercised. The Common Warrant will have an exercise price of $6.00 per share, are immediately exercisable on a cash or cashless basis and will expire five (5) years from the date of issuance. The Units were priced in excess of the average Nasdaq Official Closing Price of the Company's common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the Securities Purchase Agreement. The Private Placement closed on December 20, 2024. The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the Shares and the shares iss

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this Current Report on Form 8-K. In order to compensate various executive officers, directors and consultants of the Company who have provided services to the Company for an extended period of time with limited compensation, the Company issued an aggregate of 1,337,500 restricted stock grants consisting of restricted shares of common stock under its stock incentive plans on December 16, 2024 prior to the market opened on such date of which Menachem Shalom received 500,000 shares of common stock, Anastasiia Kotaieva received 150,000 shares of common stock and each of the directors of the Company received 10,000 shares of common stock. To date, prior to the restricted stock grant, the directors of the Company have not received any compensation for their service and Mr. Shalom has not received an equity award for his service. The shares of common stock were issued without registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The sale of the shares of common stock did not involve any public offering and each participant either received or had access to adequate information the Company. No advertising or general solicitation was made in connection with the issuance of the shares of common stock.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 18, 2024, the Company issued a press release announcing its entry into the Securities Purchase Agreement with the Purchaser. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Pre-Funded Common Stock Purchase Warrant 10.1 * Form of Securities Purchase Agreement dated December 18, 2024 between Nukkleus Inc. and the purchasers identified therein 10.2 Form of Registration Rights Agreement 10.3 Placement Agent Agency Agreement dated December 18, 2024 between Nukkleus Inc. and Dawson James Securities Inc. 10.4 Termination Agreement entered between Nukkleus Inc. and YA II PN Ltd dated December 19, 2024 99.1 Press Release dated December 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request. 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: December 20, 2024 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR