8-K

T3 Defense Inc. (DFNS)

8-K 2026-02-03 For: 2026-02-03
View Original
Added on April 05, 2026

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): February 3, 2026


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)

575 Fifth Avenue, 14th Floor

New York, New York 10017

(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 Global Market
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share NUKKW The Nasdaq Global Market

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 8.01 Other Events.


On February 3, 2026, Nukkleus Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished under this Item 8.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits


Exhibit 99.1 Press Release dated February 3, 2026
Exhibit 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: February 3, 2026 By: /s/ Menachem Shalom
Name: Menachem Shalom
Title: Chief Executive Officer
2

Exhibit 99.1



Nukkleus Subsidiary Rimon Wins Multi-Year DefenseContracts to Build Iron Dome Components


Agreements with leading Israeli defense manufacturersprovide long-term revenue visibility and underscore the critical role of sub-tier suppliers in national defense programs

NEW YORK and TEL AVIV, Israel – February 3, 2026- Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”),  a strategicacquirer and developer of high-potential businesses in the aerospace and defense industry, announced today that B. Rimon Agencies Inc.(“Rimon”), a well-established Israeli defense engineering and manufacturing firm and wholly owned subsidiary of Nukkleus,has secured multi-year contracts supporting Israel’s national missile defense and homeland security architecture. The agreements, signed with several leading Israelidefense original equipment manufacturers (OEMs), provide for Rimon to manufacture critical power and subsystem components for the IronDome anti-missile defense system, as well as components supporting additional mission-critical platforms deployed across national securityapplications. Together, these new contracts represent approximately $4.1 million in total value, in addition to Rimon’s existingprojected revenues, and provide Rimon with predictable, long-term revenue tied to active defense programs.These contracts highlight the structural evolutionwithin the defense industrial base, as critical performance drivers extend beyond the OEM level. As system complexity increases and operationaldemand accelerates, Tier-2 and Tier-3 suppliers are playing an increasingly important role, bringing specialized resilience, executionexcellence, and mission-ready capabilities in power, integration, and deployable systems that directly enable program success.Rimon operates directly within this executionlayer. Founded in 1988, Rimon designs and delivers customized platforms, combining power generation, communications, sensor infrastructure,mobility solutions, and human-centered work environments into cohesive, field-ready systems. These capabilities have made Rimon a trustedpartner for long-term defense programs for decades, where sub-system performance and operational reliability are non-negotiable.The newly awarded contracts reflect the industry-wideshift toward deeper, longer-term supplier relationships and align with Nukkleus’ strategy of assembling a portfolio of defense businessespositioned at structurally constrained points of the industrial base. Through its decentralized execution model, coupledwith centralized capital and strategy, Nukkleus provides funding, strategic direction, and operational alignment across its subsidiarieswhile preserving the domain expertise and customer intimacy required in defense execution.“These agreements highlight the importanceof the execution layer in modern defense programs,” said Menny Shalom, Chief Executive Officer of Nukkleus Inc. “Systems likethe Iron Dome rely not only on prime contractors, but on a network of highly specialized suppliers, capable of delivering critical subsystemsreliably and at scale. Rimon’s role in these programs reflects the long-cycle, mission-critical work that defines durable valuein the defense industrial base.”###About Nukkleus Inc.Nukkleus Inc. (NASDAQ: NUKK) focuses on acquiringand scaling mission-critical suppliers across the defense, aerospace, and advanced manufacturing sectors. Nukkleus targets Tier 2 andTier 3 companies that form the industrial backbone of national security infrastructure in the US, Israel and Europe.  Through itscapital model, Nukkleus integrates operational capabilities, financial discipline, and long-term vision to modernize and expand strategicsuppliers—supporting dual-use innovation and resilient supply chains.The company’s portfolio approach combinesorganic growth with disciplined M&A, enabling transformational scale and positioning Nukkleus at the core of 21st-century defenseindustrial strategy.Forward-Looking StatementsThis press release contains forward-looking statementswhich are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements”within the meaning of federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “will,”“would,” “expect,” “intend,” “plan,” “objective,” or comparable terminology referencingfuture events, conditions or circumstances, or the negative of such terms. Although Nukkleus believes that it has a reasonable basis forthe forward-looking statements contained in this press release, they are based on management’s current beliefs and expectations aboutfuture events and circumstances and are subject to risks and uncertainties, all of which are difficult to predict and many of which arebeyond the Company’s control. Statements relating to the future performance of Nukkleus are subject to many factors including but notlimited to the sufficiency or working capital to realize our business plans and strategic opportunities,the going concern qualification in our financial statements, our ability to penetrate the new intended markets, market acceptance andother risk factors. Risk factors described under “Risk Factors” in Nukkleus’ annual report on Form 10-K, as updated from timeto time in its quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, may cause actual results,performance or achievements to differ materially from those expressed or implied by forward-looking statements in this press release.You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made.Nukkleus undertakes no obligation to update any forward-looking statement contained in this press release to reflect events that occuror circumstances that exist after the date of this press release, except as required by law.For more information, please contact:Investor Relations (US)Lena CatiTel: +1 212 836-9611lcati@theequitygroup.comVal FerraroTel: +1 212 836-9612vferraro@theequitygroup.com