Nukkleus Inc. Files 8-K with Material Agreement

TL;DR

NUKK filed an 8-K on 9/16 for 9/15 events, including a material agreement. Watch for details.

AI Summary

Nukkleus Inc. filed an 8-K on September 16, 2025, reporting on events that occurred on September 15, 2025. The filing indicates a material definitive agreement was entered into, along with other events and the submission of financial statements and exhibits. The company, formerly known as Brilliant Acquisition Corp, is incorporated in Delaware and its fiscal year ends on September 30.

Why It Matters

This 8-K filing signals a significant development for Nukkleus Inc., potentially involving a new contract or partnership that could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or opportunity, but the specifics are not detailed in this summary.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• Brilliant Acquisition Corp (company) — Former company name
• September 15, 2025 (date) — Date of earliest event reported
• September 16, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share NUKK The Nasdaq
• $92 — sable for one Share of Common Stock for $92 per share NUKKW The Nasdaq Stock Ma
• $21,000,000 — capital of Star in consideration of (i) $21,000,000, to be paid by a 12-month $16,000,000 p
• $16,000,000 — ) $21,000,000, to be paid by a 12-month $16,000,000 promissory note and the balance in $5,0
• $5,000,000 — ,000 promissory note and the balance in $5,000,000 cash, less any amounts lent to Star fro
• $1.50 — s common stock for an exercise price of $1.50 per share, (iv) $3,000,000 in cash and
• $3,000,000 — exercise price of $1.50 per share, (iv) $3,000,000 in cash and (v) a 6-month promissory no

Filing Documents

• ea0257387-8k_nukkleus.htm (8-K) — 33KB
• ea025738701ex10-1_nukkleus.htm (EX-10.1) — 314KB
• ea025738701ex99-1_nukkleus.htm (EX-99.1) — 14KB
• 0001213900-25-087962.txt ( ) — 645KB
• nukk-20250915.xsd (EX-101.SCH) — 4KB
• nukk-20250915_def.xml (EX-101.DEF) — 26KB
• nukk-20250915_lab.xml (EX-101.LAB) — 36KB
• nukk-20250915_pre.xml (EX-101.PRE) — 25KB
• ea0257387-8k_nukkleus_htm.xml (XML) — 6KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. On September 15, 2025, Nukkleus Inc. (the "Company") entered into an Amended and Restated Securities Purchase Agreement and Call Option (the "Star Agreement") which amended and restated in its entirety the Securities Purchase Agreement and Call Option dated December 15, 2024 ("Purchase Agreement") between the Company, Star 26 Capital Inc., a Nevada corporation ("Star"), the shareholders of Star (the "Star Equity Holders") and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of February 11, 2025, Amendment No. 2 dated May 13, 2025, Amendment No. 3, dated as of June 15, 2025 and Amendment No. 4 dated June 21, 2025. Pursuant to the Star Agreement, the Company is to acquire a controlling 100% interest in Star, a defense acquisition company (the "Transaction"). Star currently holds (1) 100% of B. Rimon Agencies Ltd. ("Rimon"), an Israeli corporation engaged as distributor of military-grade generators, masts and lighting systems and that is, among other clients, a supplier of generators for "Iron Dome" launchers, (2) 67% of Water.IO Ltd., an Israeli corporation engaged in smart hydration technology, and (3) a convertible loan issued by I.T.S. Industrial Techno-logic Solutions Ltd., an Israeli corporation which designs, develops and manufactures fully integrated electro-mechanical machines, assembly lines and custom motion systems. Pursuant to the Star Agreement, at closing the Company will acquire 100% of the issued and outstanding capital of Star in consideration of (i) $21,000,000, to be paid by a 12-month $16,000,000 promissory note and the balance in $5,000,000 cash, less any amounts lent to Star from the Company since the Purchase Agreement signed among the parties, (ii) 4,770,340 shares of common stock of the Company, (iii) a five-year warrant to purchase an aggregate of 12,017,648 shares of the Company's common stock for an exercise price of $1.50 per share, (

01 Other Events

Item 8.01 Other Events. On September 16, 2025, the Company issued a press release announcing the execution of the Star Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Amended and Restated Securities Purchase Agreement and Call Option dated as of September 15, 2025 by and among Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and Menachem Shalom, the representative of such shareholders 99.1 Press Release dated September 16, 2025 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: September 16, 2025 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR