DFNS 8-K
T3 Defense Inc. (DFNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on June 11, 2024 (the “Effective Date”), Nukkleus Inc. (the “Company”) issued a Senior Unsecured Promissory Note (the “June 2024 Note”) in the principal amount of $312,500 to X Group Fund of Funds, a Michigan limited partnership (the “Lender”) in consideration of cash proceeds in the amount of $250,000. The June 2024 Note bears interest of 12.0% per annum and is due and payable six months after issuance. As an additional inducement to provide the loan as outlined under the June 2024 Note, the Company issued the Lender a Stock Purchase Warrant (“June 2024 Warrant”) to acquire 1,200,000 shares of common stock at a per share price of $0.25 for a term of five years that may be exercised on a cash or cashless basis. The Lender shall have the right to convert the principal and interest payable under the June 2024 Note into shares of common stock of the Company at a per share conversion price of $0.25.
Further, on September 10, 2024, the Company issued an additional Senior Unsecured Promissory Note (the “September 2024 Note”) in the principal amount of $125,000 to the Lender in consideration of cash proceeds in the amount of $100,000, which was funded on September 4, 2024. The September 2024 Note bears interest of 12.0% per annum and is due and payable six months after issuance.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference.
The issuance of the September 2024 Note and the shares of common stock issuable upon conversion of the September 2024 Note are exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D. The Lender is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference. The Company has been advised that the Lender and Emil Assentato and Jamal Khurshid, in a personal capacity, entered into a Settlement Agreement. Pursuant to the Settlement Agreement, Mr. Khurshid advised the Company that he was resigning as Chief Executive Officer and as a director of the Company effective September 4, 2024. Further, in conjunction with Mr. Khurshid’s resignation, the Board increased the size of the Board from six to seven and appointed David Rokach and Menachem Shalom as directors to fill such vacancies. Mr. Shalom was also appointed as Chief Executive Officer of the Company.
Menachem Shalom, age 49, has been our Chief Executive Officer and member of our Board of Directors since September 2024. Mr. Shalom has served as a director and the Chief Executive Officer of Motomova Inc (OTC Markets: MTMV) since December 1, 2022 and its Secretary since May 24, 2023. Mr. Shalom was the Co-Chief Executive Officer, and a member of the board of directors of MEA since January 2022. Since 2017, Mr. Shalom has also served as CEO of Hold Me Ltd., a digital platform for mobile wallet and payments founded by Mr. Shalom. Mr. Shalom is the principal executive and financial officer and sole director of Hold Me Ltd., a company registered with the Securities and Exchange Commission. Prior to his tenure with the Company, Mr. Shalom founded and served as CEO of Wayerz Solutions, Ltd., a digital platform for correspondent banking and wires’ routing optimization, between 2014 and 2017 and as Vice President of Business Development, Sales and Marketing at Dsnr Media Group Ltd., an international cross-platform digital advertising company. Mr. Shalom also founded and served as CEO of Mipso Ltd., a software-as-a-service provider in the fashion and retail industry, between 2010 and 2013; ooga studio Ltd., an industrial design incubator, between 2007 and 2010; and Medifreeze Ltd., a startup in the area of stem cell cryopreservation, between 2004 and 2009. Mr. Shalom received his MBA at the Hebrew University of Jerusalem in 2003 after receiving an LLM in corporate law at Columbia University School of Law in 2000.
David Rokach, age 55, has been a member of our Board of Directors since September 2024. Mr. Rokach is the founder and has served as the CEO of Tokara Management Ltd. since 2014, which provides investment management services to hedge funds. Mr. Rokach also serves as a Senior Investment Manager of X Group Fund of Funds since January 2020. X Group Fund of Funds has provided a loan to the Company and also holds a warrant. Mr. Rokach has also held certain roles with Clal Finance. Mr. Rokach graduated from The Hebrew University of Jerusalem with a Bachelor of Arts International Relations in 1993 and from the Tel Aviv University with a diploma in Financial Investment Management in 1993. Mr. Rokach attended New York University in 1994 studying investment management.
Except as set forth under the Restructuring Agreement entered between the Company and the Lender, there are no arrangements or understandings between Mr. Rokach and Mr. Shalom and any other persons pursuant to which they were selected as directors. Neither Mr. Rokach nor Mr. Shalom has any family relationship with any of the Company's directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. Neither Mr. Rokach nor Mr. Shalom has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Exhibit Description | |
| 4.1 | Form of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 11, 2024 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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Exhibit 4.1
SENIOR UNSECURED PROMISSORY NOTE
USD $125,000
September 10, 2024
Jersey City, New Jersey
For value received, Nukkleus Inc., a Delaware corporation (the “Company”), promises to pay to MOZ Credit Investment LLC (the “Noteholder”) the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS (USD $125,000) together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below.
This Senior Unsecured Promissory Note (this “Note”) carries an original issue discount of USD $25,000 (the “OID”). The Purchase Price of this Note shall be USD $125,000 computed by deducting the OID from the initial principal balance. The net amount to be received by the Company shall be USD $100,000, which was funded on September 4, 2024.
1. Repayment. All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of this Note shall be due and payable six (6) months from the date of issuance (the “Maturity Date”).
2. Interest Rate. The outstanding principal balance of this Note will accrue simple interest at the rate of Twelve Percent (12.0%) per annum (computed on the basis of a 365-day year), commencing on the date hereof. Accrued interest will be payable and due on the Maturity Date, unless this Note is accelerated in accordance with its terms. For so long as any Event of Default (as defined below) exists under this Note, interest shall accrue on the outstanding principal balance hereof at the rate of Twenty-Four (24.0%) per annum unless such rate exceeds the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Noteholder in accordance with terms of the law of the State of New Jersey.
3. Maturity. Unless this Note has been previously satisfied, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date.
4. Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Noteholder in enforcing and collecting this Note.
5. Prepayment. The Company may prepay this Note prior to the Maturity Date.
6. Additional Equity Consideration. The Noteholder, provided that the Company’s Board of Directors has provided written consent, shall have the right to convert (the “Conversion”) the principal and interest payable under this Note into shares of common stock of the Company at a per share conversion price of $0.25.
7. Default. If there shall be any Event of Default hereunder, at the option and upon the declaration of the Noteholder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Section 7(c) or 7(d)), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an Event of Default:
(a) The Company fails to pay timely any of the principal amount due under this Note of the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable provided that the Company will have thirty (30) days after such event to cure such non-payment (the “Cure Period”);
(b) The Company shall breach or default under any representation, warranty, covenant or condition contained in this Note or any other document or agreement contemplated or executed in connection with this Note;
(c) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
(d) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect), or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.
8. Notice. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, or (b) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be addressed as follows:
To Noteholder: To the address set forth on the signature page below
To the Company: Nukkleus Inc., 525 Washington Blvd., Jersey City, NJ 07310
or to such other address as the Company or the Noteholder, as applicable, may designate by ten (10) days advance notice to the other party hereto.
9. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
10. Governing Law. This Note shall be governed by and construed under the laws of the State of New Jersey, and for all purposes will be construed in accordance with the laws of New Jersey, without regard to principles of conflicts of law.
11. Modification; Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Noteholder.
12. Assignment. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties has executed, or has caused a duly authorized representative to execute, this Note as of the date and year first above written.
| THE COMPANY: Nukkleus Inc. | |||
| Signature: | By: | ||
| Name: | Menachem Shalom | ||
| Title: | CEO | ||
| THE NOTEHOLDER: X Group Fund of Funds | |||
| Signature: | By: | ||
| Name: | |||
| Title: | |||
| ADDRESS: | |||
[SIGNATURE PAGE TO PROMISSORY NOTE]
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