DFNS 8-K
T3 Defense Inc. (DFNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 13, 2024, Nukkleus Inc. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it will be delisted from The Nasdaq Global Market for failure to comply with Nasdaq Listing Rule 5450(b)(2)(C) providing for a market value of its publicly held shares of at least $15 million (“MVPHS Rule”) and Listing Rule 5450(b)(2)(A) providing for a market value of its listed securities of at least $50 million (“MVLS Rule” and together with the MVPHS Rule, the “Rules”). This Notice follows the initial notification of non-compliance provided by Nasdaq on May 16, 2024 providing the Company with 180 calendar days, or until November 12, 2024, to regain compliance with the Rules. Specifically, the Company has failed to maintain a minimum market value of publicly held shares of $15 million for 30 consecutive business days as required by the MVPHS Rule and a minimum market value of $50 million for 30 consecutive business days as required by the MVLS Rule.
The Company was provided a 180-calendar day period from the date of the initial notice on May 16, 2024, to regain compliance with the Rules. As the Company has not regained compliance within this period, Nasdaq has determined to delist the Company's securities from The Nasdaq Global Market.
The Company intends to appeal this determination to a Nasdaq Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company plans to submit a request for a hearing by November 20, 2024 as set forth in the Notice. This hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel’s decision.
During the appeal process, the Company's common stock will continue to trade on The Nasdaq Global Market under the symbol NUKK and its warrants will continue to trade under the symbol NUKKW. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to regain compliance with the Rules.
The Company will continue to keep its shareholders and the public informed of any significant developments related to this matter through appropriate filings with the Securities and Exchange Commission and press releases as required by applicable laws and regulations.
Item 3.02 Unregistered Sales of Equity Securities.
On November 8, 2024, the Company entered into a Conversion Agreement (the "Conversion Agreement") with X Group Fund of Funds (“X Group”) to convert outstanding principal and interest totaling $771,085 (the “X Group Debt”) into shares of common stock of the Company. On November 14, 2024, the Company and X Group entered into a letter agreement pursuant to which it amended the terms of the Conversion Agreement and the Warrant issued in connection with the Conversion Agreement. Pursuant to the letter agreement, the shares of common stock to be issued under the Conversion Agreement were amended to be 319,952 shares of common stock of the Company and the exercise price of the Warrant was amended to be $2.41.
The offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Letter Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 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: November 15, 2024 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
Nukkleus Inc.
525 Washington Blvd.
Jersey City, New Jersey 07310
November 14, 2024
X Group Fund of Funds
22511 Telegraph, Suite 202
Southfield, MI 38033
Re: Conversion Agreement dated November 8, 2024
To whom it may concern:
Reference is hereby made to the Conversion Agreement dated November 8, 2024 between Nukkleus Inc. (the “Company”) and X Group Fund of Funds (the “Holder”). The parties hereby agree to amend the terms of the Conversion Agreement providing for the amendment of the per share purchase price to $2.41, which is above the Nasdaq consolidated closing bid price as of November 7, 2024, and the amendment of the Warrant dated November 8, 2024 (the “Warrant”) issued in connection with the Conversion Agreement to provide for an exercise price of $2.41. The following amendments to the Conversion Agreement and the Warrant will be effective as of November 8, 2024:
| 1. | The second WHEREAS clause of the Conversion Agreement shall be amended and restated as follows: |
WHEREAS, the Holder desires that the Company exchange the Debt for 319,952 shares of common stock of the Company (the “Settlement Shares”) and a Warrant to acquire 351,424 of common stock of the Company exercisable for a term of five years at a per share of $2.41 (the “Warrant”) simultaneous upon the execution and delivery of this Agreement, and said parties have agreed to effectuate such exchange upon the terms and subject to the conditions set forth herein.
| 2. | Section (e) in the preamble of the Warrant shall be amended and restated as follows: |
(e) Exercise Price $2.41
We kindly request that you execute below agreeing to the terms set forth herein.
| Sincerely, | ||
| Nukkleus Inc. | ||
| By: | /s/Menachem Shalom | |
| Name: | Menachem Shalom | |
| Title: | CEO | |
| ACKNOWLEDGED AND AGREED: | ||
| X Group Fund of Funds | ||
| By: | /s/ Anastasiia Kotaieva | |
| Name: | Anastasiia Kotaieva | |
| Title: | Owner | |