Nukkleus Inc. Files 8-K with Material Agreements and Equity Sales

TL;DR

NUKK filed an 8-K detailing material agreements, equity sales, and corporate changes as of Sept 4, 2025.

AI Summary

Nukkleus Inc. filed an 8-K on September 5, 2025, reporting on several key events as of September 4, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and a Regulation FD disclosure. The filing also contains financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Nukkleus Inc., including potential new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

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

Key Numbers

• 0930 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 20250904 — Date of Earliest Event Reported (Marks the primary date for the reported events in the 8-K.)

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• Brilliant Acquisition Corp (company) — Former company name
• 001-39341 (other) — SEC File Number
• 0001787518 (other) — Central Index Key

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 $50,000, with ea
• $50,000 — e of $10,000,000 or a per unit price of $50,000, with each unit consisting of (i) one r
• $4.89 — y the initial conversion price equal to $4.89 per Share (the "Initial Conversion Pric
• $5.405 — n Stock at an initial exercise price of $5.405 per share, subject to adjustment for st
• $0.01 — xercise, but in any event not less than $0.01 (as may be adjusted for stock dividends
• $6.76 — ys (the " Measurement Period ") exceeds $6.76 (subject to adjustment for forward and

Filing Documents

• ea0256178-8k_nukkleus.htm (8-K) — 52KB
• ea025617801ex3-1_nukkleus.htm (EX-3.1) — 118KB
• ea025617801ex4-1_nukkleus.htm (EX-4.1) — 116KB
• ea025617801ex4-2_nukkleus.htm (EX-4.2) — 89KB
• ea025617801ex10-1_nukkleus.htm (EX-10.1) — 239KB
• ea025617801ex10-2_nukkleus.htm (EX-10.2) — 130KB
• ea025617801ex10-3_nukkleus.htm (EX-10.3) — 67KB
• ea025617801ex99-1_nukkleus.htm (EX-99.1) — 17KB
• ex4-2_001.jpg (GRAPHIC) — 2KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-084752.txt ( ) — 1255KB
• nukk-20250904.xsd (EX-101.SCH) — 4KB
• nukk-20250904_def.xml (EX-101.DEF) — 26KB
• nukk-20250904_lab.xml (EX-101.LAB) — 36KB
• nukk-20250904_pre.xml (EX-101.PRE) — 25KB
• ea0256178-8k_nukkleus_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Private Placement On September 4, 2025, Nukkleus Inc. (the "Company") entered into a Securities Purchase Agreement with certain accredited investors (the "Securities Purchase Agreement") for a private placement (the "Private Placement") pursuant to which the investors (the "Purchasers") agreed to purchase from the Company 200 units for an aggregate purchase price of $10,000,000 or a per unit price of $50,000, with each unit consisting of (i) one restricted share (each a "Share" and collectively, the "Shares") of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and (ii) restricted common stock purchase warrants to initially purchase up to 15,957 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, subject to adjustment and exchange as described herein (the "Common Warrants" and the shares of Common Stock issuable upon exercise or exchange of the Common Warrants, the "Warrant Shares"). The Private Placement Offering is expected to close on or about Tuesday, September 9, 2025. Series A Preferred Stock The following is a summary of the material terms of the Series A Preferred Stock. This summary is not complete. The following summary of the terms and provisions of the Series A Preferred Stock is qualified in its entirety by reference to the Certificate of Designation, Rights, Preferences and Limitations of Series A Convertible Preferred Stock (the "Certificate") setting forth the terms of the Series A Preferred Stock and the Company's amended and restated certificate of incorporation, as amended. The Shares of Series A Preferred Stock will be issued at closing of the Private Placement pursuant to the Certificate to be filed with the Secretary of State of the State of Delaware prior to closing of the Private Placement. Each Share of Series A Preferred Stock has a stated value of $50,000 (the "Stated Value") and will initi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. I tem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Private Placement, the Company will file the Certificate with the Secretary of State of the State of Delaware prior to closing of the Private Placement. The information set forth in Item 1.01 above related to the Certificate and the terms of the Series A Preferred Stock is incorporated herein by reference into this Item 5.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 5, 2025, the Company issued a press release announcing its entry into the Private Placement transaction. 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 3.1 Certificate of Designation, Rights, Preferences and Limitations of Series A Convertible Preferred Stock 4.1 Form of Warrant 4.2 Form of Pre-Funded Common Stock Purchase Warrant 10.1 * Form of Securities Purchase Agreement dated September 4, 2025, between Nukkleus Inc. and the purchasers identified therein 10.2 Form of Registration Rights Agreement, dated September 4, 2025, between Nukkleus Inc. and the signatories identified therein 10.3 Placement Agent Agency Agreement dated September 4, 2025 between Nukkleus Inc. and Dawson James Securities Inc. 99.1 Press Release dated September 5, 2025 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. 4 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 5, 2025 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR