Nukkleus Seeks Shareholder Nod for New Equity Plan, Auditor

TL;DR

**DFNSW is asking shareholders to greenlight a massive new equity plan that could dilute existing stakes by nearly 30% – vote 'NO' if you're worried about your slice of the pie.**

AI Summary

Nukkleus Inc. (DFNSW) is holding its 2025 Annual Meeting on November 6, 2025, virtually via webcast, to address several critical proposals. Stockholders will vote on the election of five director nominees, including current CEO Menachem Shalom and director Anastasiia Kotaieva, who beneficially owns 13.6% of common stock. The company also seeks ratification of Somekh Chaikin, a member firm of KPMG International, as its independent external auditors for the fiscal year ending December 31, 2025. A significant proposal involves the approval and ratification of the 2025 Equity Incentive Plan, authorizing the issuance of 3,950,000 shares of common stock. This plan represents a substantial potential dilution, equivalent to approximately 29.15% of the 13,550,766 shares outstanding as of October 9, 2025. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, emphasizing the importance of stockholder participation due to the significance of these matters to the company's future governance and compensation structure.

Why It Matters

This DEF 14A filing is crucial for Nukkleus Inc. investors as it outlines key governance decisions and potential dilution. The approval of the 2025 Equity Incentive Plan, authorizing 3,950,000 new shares, could significantly impact existing shareholder value by increasing the total share count by nearly 30%. For employees, this plan could offer new compensation incentives, potentially aligning their interests with long-term company performance. The ratification of Somekh Chaikin as auditors provides a standard check on financial integrity, important for customer and market confidence. In a competitive landscape, a robust equity plan can help attract and retain talent, but the scale of potential dilution warrants close investor scrutiny.

Risk Assessment

Risk Level: high — The proposed 2025 Equity Incentive Plan authorizes 3,950,000 shares of common stock, which represents approximately 29.15% of the 13,550,766 shares outstanding as of October 9, 2025. This significant potential dilution could substantially decrease the value of existing shareholders' holdings, posing a high risk to current investors.

Analyst Insight

Investors should carefully evaluate the potential dilution from the 2025 Equity Incentive Plan. Consider voting against Proposal 3 if you believe the 3,950,000 authorized shares are excessive and could unduly harm your ownership percentage. Engage with management to understand the specific rationale and expected benefits of such a large equity pool.

Key Numbers

• 3,950,000 — Shares for 2025 Equity Incentive Plan (Represents potential dilution of approximately 29.15% of outstanding shares)
• 13,550,766 — Shares of common stock outstanding (As of record date October 9, 2025)
• 10:00 a.m. Eastern Time — Annual Meeting start time (On November 6, 2025)
• 13.6% — Beneficial ownership by Anastasiia Kotaieva (Through X Group Fund of Funds LP)
• 9.99% — Beneficial ownership by Esousa Group Holdings LLC (Limited by conversion and exercise caps)
• 4,516,922 — Votes required for quorum (One-third of outstanding shares)
• October 9, 2025 — Record Date (For stockholders entitled to vote)
• October 17, 2025 — Proxy materials dissemination date (First disseminated to stockholders)
• $5.405 — Warrant exercise price (For Esousa Group Holdings LLC's warrants)
• 2025-10-16T00:00:00.000Z — Filing Date (Date DEF 14A was filed)

Key Players & Entities

• Nukkleus Inc. (company) — Registrant for DEF 14A filing
• Menachem Shalom (person) — CEO and Director, proxy holder
• Somekh Chaikin (company) — Independent external auditors
• KPMG International (company) — Member firm of Somekh Chaikin
• Anastasiia Kotaieva (person) — Director and owner of X Group Fund of Funds LP
• X Group Fund of Funds LP (company) — 5% stockholder, beneficially owns 13.6% of common stock
• Esousa Group Holdings LLC (company) — 5% stockholder, holds convertible preferred stock and warrants
• Michael Wachs (person) — Owner of Esousa Group Holdings LLC
• Continental Stock Transfer & Trust Company (company) — Transfer agent
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A

FAQ

Risk Factors

• Equity Incentive Plan Dilution [high — financial]: The proposed 2025 Equity Incentive Plan authorizes the issuance of 3,950,000 shares of common stock. This represents a significant potential dilution of approximately 29.15% of the 13,550,766 shares outstanding as of October 9, 2025. Such dilution could negatively impact the value of existing shares.
• Director Election and Board Composition [medium — governance]: The election of five director nominees, including current CEO Menachem Shalom, is a key proposal. Stockholder approval is required to maintain the current board structure and governance. The beneficial ownership of director Anastasiia Kotaieva at 13.6% indicates significant insider influence.
• Auditor Ratification [low — financial]: The company seeks ratification of Somekh Chaikin, a member firm of KPMG International, as its independent external auditors for the fiscal year ending December 31, 2025. This is a standard but critical procedural vote for financial oversight.

Industry Context

Nukkleus Inc. operates within the financial technology or related services sector. This industry is characterized by rapid technological advancements, evolving regulatory landscapes, and intense competition from both established players and agile startups. Companies in this space often rely on innovation and strategic partnerships to maintain a competitive edge and adapt to changing market demands.

Regulatory Implications

The company's operations are subject to financial regulations, which can vary by jurisdiction. Proposals related to equity issuance and auditor ratification are standard but require adherence to SEC and exchange listing rules. Any changes in financial reporting standards or compliance requirements could impact the company's operations and disclosures.

What Investors Should Do

1. Vote on Director Nominees: Stockholders should review the qualifications of the five director nominees, including CEO Menachem Shalom, and vote accordingly to influence board composition and governance.
2. Approve Equity Incentive Plan: Carefully consider the implications of the 2025 Equity Incentive Plan, which proposes issuing 3,950,000 shares, representing a significant potential dilution of approximately 29.15%. Vote based on the perceived long-term value creation versus dilution impact.
3. Ratify Independent Auditors: Support the ratification of Somekh Chaikin as independent auditors to ensure continued financial transparency and compliance.
4. Attend the Virtual Meeting: Participate in the virtual annual meeting on November 6, 2025, to stay informed and exercise voting rights, even if voting by proxy beforehand.

Key Dates

• 2025-11-06: 2025 Annual Meeting of Stockholders — Key proposals including director elections and equity plan approval will be voted on. The virtual format aims for broad accessibility.
• 2025-10-09: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-10-17: Proxy materials dissemination — Stockholders receive the proxy statement and annual report, providing information for voting decisions.
• 2025-12-31: Fiscal Year End — The period for which the company's financial performance will be audited by the proposed independent auditors.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the upcoming Nukkleus Inc. annual meeting and its proposals.)

Proxy Statement

A document that provides shareholders with information about a company's annual meeting, including the proposals to be voted on, director nominees, and executive compensation. (This document is being furnished to shareholders to solicit their votes for the proposals at the 2025 Annual Meeting.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees, directors, or consultants. (Nukkleus Inc. is seeking approval for its 2025 Equity Incentive Plan, which involves the issuance of 3,950,000 shares.)

Beneficial Ownership

The power to direct the voting or disposition of a security, even if the securities are not registered in that person's name. (Used to describe the significant holdings of director Anastasiia Kotaieva (13.6%) and Esousa Group Holdings LLC (9.99%).)

Virtual Meeting

A meeting conducted online via webcast, allowing remote participation by shareholders. (The 2025 Annual Meeting of Nukkleus Inc. will be held virtually to enhance accessibility and reduce costs.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming 2025 Annual Meeting, detailing proposals for director elections, auditor ratification, and a significant equity incentive plan. Unlike a typical annual report (10-K) which would provide year-over-year financial comparisons, this proxy statement's primary purpose is to solicit votes. Therefore, direct comparison of key financial metrics like revenue growth or margin changes to a previous filing is not applicable here, as the focus is on corporate governance and future equity issuance.

Key Financial Figures

• $5.405 — of common stock at an exercise price of $5.405 per share. Michael Wachs, the owner of
• $1,250,000 — oldings LLC is also entitled to receive $1,250,000 worth of additional shares of common st
• $253 million — NASDAQ: KCHV) a SPAC that completed its $253 million initial public offering in May 2025 and

Filing Documents

• ea0260329-def14a_nukkleus.htm (DEF 14A) — 696KB
• proxy_001.jpg (GRAPHIC) — 1933KB
• proxy_002.jpg (GRAPHIC) — 1435KB
• 0001213900-25-099602.txt ( ) — 9776KB
• nukk-20251106.xsd (EX-101.SCH) — 9KB
• nukk-20251106_def.xml (EX-101.DEF) — 2KB
• nukk-20251106_lab.xml (EX-101.LAB) — 33KB
• ea0260329-def14a_nukkleus_htm.xml (XML) — 3KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Nukkleus Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 Nukkleus Inc. NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT November 6, 2025 at 10:00 a.m. Eastern Time Virtual Meeting to be Held by Webcast Nukkleus Inc. NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 6, 2025 The 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Nukkleus Inc. ("Nukkleus" or the "Company") will be held virtually by webcast, on November 6, 2025, at 10:00 a.m. Eastern Time, to consider the below proposals. As in recent years, in order to provide safe and expanded access, improved communication, reduced environmental impact and cost savings, the Annual Meeting will be held in a virtual meeting format at https://www.cstproxy.com/nukk/sm2025 . 1. To elect the five director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified; 2. To ratify the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company's independent external auditors for the fiscal year ending December 31, 2025 and the authorize the Company's Board of Directors to fix their remuneration; 3. To approve and ratify the 2025 Equity Incentive Plan and the authorization of 3,950,000 shares of common stock for issuance thereunder; and 4. To act on such other matters as may properly come before the meeting or any adjournment thereof. BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTE AT THE ANNUAL MEETING IN PERSON OR BY PROXY. These proposals are fully set forth in the accompanying Proxy Statement which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your Board of Directors recommends a vote "FOR" the directors set forth in Proposal 1 and "FOR" Proposals 2, 3 and 4. A list of all stockholders entitled to vote at the Annual Meeting will be available at the principal office of the Company during usual business hours for examination by any stockholder for any purpose germane to the Annual Meeting for 10 days prior to the date thereof. Stockholders are cordially invited to attend the Annual Meeting. In order to provide safe and expanded access, improved communication, reduced environmental impact and cost savings we are pleased that for this year's Annual Meeting we will again be hosting a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and submit your questions prior to and during the meeting by visiting: https://www.cstproxy.com/nukk/sm2025 at the meeting date and time described in the accompanying Proxy Statement. There is no physical location for the Annual Meeting. We are pleased to embrace the latest technology to provide safe and expanded access, improved communication, reduced environmental impact and cost savings for our stockholders and the Company. If you plan to attend the meeting virtually on the Internet, please follow the registration instructions as outlined in this Proxy Statement. However, whether or not you plan to attend the meeting virtually, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. Alternatively, please provide your response by telephone or electronically through the Internet by following the instructions set out on the enclosed Proxy card. If you do attend the meeting virtually and wish to vote your shares personally, you may revoke your Proxy in accordance with the instructions described in the Proxy Statement. This notice and the attached Proxy Statement are first being disseminated to stockholders on or about October 17, 2025. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held November 6, 2025. In addition to the copies you have received, the Prox

View Full Filing

View this DEF 14A filing on SEC EDGAR