8-K
T3 Defense Inc. (DFNS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 30, 2024
NUKKLEUS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39341 | 38-3912845 |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (Commission File Number) | (IRS EmployerIdentification Number) |
525 Washington Blvd.
Jersey City, New Jersey 07310
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | NUKK | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share | NUKKW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.Entry Into a Material Definitive Agreement.
On September 30, 2024, Nukkleus Inc. (the “Company”), Triton Capital Markets Ltd. (“TCM”) and FXDirectDealer LLC (“FXDD”) entered into a Release Agreement pursuant to which the parties confirmed that the General Services Agreement dated May 24, 2016, as amended (“GSA”) between the Company and TCM and the General Services Agreement dated May 24, 2016, as amended (“FXDD GSA”) between the Company and FDDD were terminated effective January 1, 2024. The parties further confirmed that there are no obligations or liabilities outstanding or owed between the parties as of September 30, 2024 and each party released and forever discharged the other party from any and all claims, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, both known and unknown, which have arisen or may arise from the GSA or the FXDD GSA
The foregoing description of the Release Agreement is not complete and is qualified in its entirety by reference to the Release Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 10.1 | Release Agreement between Nukkleus Inc., Triton Capital Markets Ltd. and FXDirectDealer LLC dated September 30, 2024 |
| 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: October 4, 2024 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer |
2
Exhibit 10.1
Release Agreement
This Release Agreement (the “Agreement”) is entered into on September 30, 2024, by and between: Nukkleus Inc., a Delaware corporation (“Nukkleus”), Triton Capital Markets Ltd. (“TCM”) and FXDirectDealer LLC (“FXDIRECT” and collectively with Nukkleus and TCM, referred to as the “Parties”)
WHEREAS:
| 1. | Nukkleus Limited, a wholly-owned subsidiary of Nukkleus, provided<br>its software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a<br>General Services Agreement dated May 24, 2016, as amended (“GSA”). |
|---|---|
| 2. | The GSA provided that TCM would pay Nukkleus Limited at minimum<br>$1,600,000 per month. |
| --- | --- |
| 3. | Due to non-payment by TCM under the GSA, Nukkleus advised TCM<br>that the GSA has been terminated effective January 1, 2024. |
| --- | --- |
| 4. | In order to appropriately service TCM, Nukkleus Limited entered<br>into a General Services Agreement dated May 24, 2016, as amended, with FXDirectDealer LLC (“FXDIRECT”), which provides that<br>Nukkleus Limited would pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational<br>and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support,<br>which amount was subsequently reduced to $1,550,000 (the “FXDD GSA”). |
| --- | --- |
| 5. | The Parties wish to formally confirm that the GSA and the FXDD<br>GSA were terminated as of January 1, 2024 and further confirm that no obligations or liabilities were outstanding or owed by any party<br>as of September 30, 2024. |
| --- | --- |
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
| 1. | Termination of GSA and FXDD GSA |
|---|
The Parties hereby confirm and agree that the GSA and the FXDD GSA was terminated effective January 1, 2024.
| 2. | Confirmation of Settlement of Outstanding Debt |
|---|
The Parties confirm that there are no obligations or liabilities outstanding or owed by any Party as of September 30, 2024
| 3. | Mutual Release |
|---|
Each Party hereby releases and forever discharges the other Party from any and all claims, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, both known and unknown, which have arisen or may arise from the GSA or the FXDD GSA.
| 4. | Governing Law |
|---|
This agreement is governed by and construed in accordance with the laws of New York. The parties agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, County of New York.
| 5. | Entire Agreement |
|---|
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
Nukkleus Inc.
| By: | /s/ Menny Shalom |
|---|---|
| Name: | Menny Shalom |
| Title: | CEO |
Triton Capital Markets Ltd.
| By: | /s/ Emil Assentato |
|---|---|
| Name: | Emil Assentato |
| Title: | CEO |
FXDirectDealer LLC
| By: | /s/ Emil Assentato |
|---|---|
| Name: | Emil Assentato |
| Title: | CEO |