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

TL;DR

NUKK filed an 8-K on 9/19/25 covering material agreements and equity sales.

AI Summary

Nukkleus Inc. filed an 8-K on September 19, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and other events. The filing also includes financial statements and exhibits. Nukkleus Inc. was formerly known as Brilliant Acquisition Corp. until a name change on September 9, 2019.

Why It Matters

This 8-K filing provides crucial updates on Nukkleus Inc.'s business activities, including new agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity securities, which can introduce complexities and potential risks related to the company's financial structure and regulatory compliance.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• Brilliant Acquisition Corp. (company) — Former company name
• September 19, 2025 (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
• $250,000,000 — to the Investor up to the lesser of (i) $250,000,000 of the Company's common shares, par val
• $1,250,000 — Company agreed to issue to the Investor $1,250,000 worth of the Company's Common Stock (th

Filing Documents

• ea0257982-8k_nukkleus.htm (8-K) — 40KB
• ea025798201ex10-1_nukkleus.htm (EX-10.1) — 359KB
• ea025798201ex10-2_nukkleus.htm (EX-10.2) — 139KB
• ea025798201ex99-1_nukkleus.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-089259.txt ( ) — 877KB
• nukk-20250919.xsd (EX-101.SCH) — 4KB
• nukk-20250919_def.xml (EX-101.DEF) — 26KB
• nukk-20250919_lab.xml (EX-101.LAB) — 36KB
• nukk-20250919_pre.xml (EX-101.PRE) — 25KB
• ea0257982-8k_nukkleus_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement Equity Line of Credit On September 19, 2025, Nukkleus Inc., a Delaware company (the "Company") and Esousa Group Holdings, LLC, a New York limited liability company (the " Investor "), entered into a common stock purchase agreement (the " ELOC Purchase Agreement "), which provides that subject to the terms and conditions set forth therein, the Company may sell to the Investor up to the lesser of (i) $250,000,000 of the Company's common shares, par value $0.0001 per share (the " Common Shares ") and (ii) the Exchange Cap (as defined below) (subject to certain exceptions provided in the ELOC Purchase Agreement) (the " Total Commitment "), from time to time during the term of the ELOC Purchase Agreement. Upon entering into the ELOC Purchase Agreement, the Company agreed to issue to the Investor $1,250,000 worth of the Company's Common Stock (the " Commitment Shares "), determined by the lower of the (i) the VWAP on the effective date of the registration statement covering the Common Shares and the Commitment Shares and (ii) the closing sale price on the effective date of said registration statement; provided, however, that if the Company elects to terminate the ELOC Purchase Agreement, the Commitment Shares' calculation shall be based on the date of termination rather than the effective date of the registration statement. Additionally, on September 19, 2025, the Company and the Investor entered into a registration rights agreement (the " ELOC RRA "), pursuant to which the Company agreed to file a registration statement with the United States Securities and Exchange Commission (" SEC ") covering the resale of Common Shares that are issued to the Investor under the ELOC Purchase Agreement, including the Commitment Shares. Under the terms and subject to the satisfaction of the conditions set forth in the ELOC Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Inv

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investor in the ELOC Purchase Agreement, the offer and sale of the Commitment Shares to the Investor is exempt from the registration requirements of the Securities Act of 1933 (the " Securities Act "), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act. The Investor represented that it is an accredited investor, as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act.

01 Other Events

Item 8.01 Other Events. On September 19, 2025, the Company issued a press release announcing the execution of the ELCO Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Common Stock Purchase Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC 10.2 Registration Rights Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC 99.1 Press Release dated September 19, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: September 19, 2025 By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR