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):February 11, 2025
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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant<br>to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 $92.00 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 DefinitiveAgreement.
On December 15, 2024, Nukkleus Inc. (the “Company”) entered into a Securities Purchase Agreement and Call Option between Nukkleus Inc. Star 26 Capital Inc. (“Star”), the shareholders of Star 26 Capital Inc. (“Star Equity Holders”) and Menachem Shalom, the representative of such shareholders (the “Star Agreement”) to acquire a controlling 51% interest in Star, a defense acquisition company (the “Transaction”). Pursuant to the Star Agreement, the Company at closing will acquire 51% of the issued and outstanding capital of Star in consideration of (i) $15,000,000 in a combination of cash in the minimum amount of $5,000,000 and a promissory note for the remaining balance maturing in 12 months following the closing (the “Investment Note”), (ii) the Company issuing the Seller 2,385,170 shares of common stock of the Company and (iii) the Company issuing Star a five-year warrant to purchase an aggregate of 6,907,859 shares of the Company’s common stock for an exercise price of $1.50 per share. The Star Equity Holders granted the Company an option (the “Option”) to purchase the balance of their equity in Star (49%) for an aggregate of $16,084,250 (the “Option Exercise Price”) in consideration for the issuance to the Star Equity Holders five-year warrants to purchase an aggregate of 720,000 shares of the Company’s common stock for an exercise price of $1.50 per share. The Option Exercise Price to be paid by the Company to the Star Equity Holders will consist of $3,000,000 in cash, a promissory note in the principal amount of $3,000,000, which shall accrue interest at the rate of 8% and be due and payable six (6) months after the issuance thereof, 2,385,170 shares of common stock of the Company and a five-year warrant to purchase 5,109,789 shares of the Company’s common stock for an exercise price of $1.50 per share. On February 11, 2025, the Company, Star and the Star Equity Holders, entered into an Amendment No. 1 to the Star Agreement (the “Amendment”) providing that the consideration to be invested by the Company into Star shall be increased to $21,000,000 from $15,000,000 consisting of cash in the amount of $5,000,000, as initially contemplated, and increasing the Investment Note to $16,000,000. Further, the Amendment increased the amount that the Company will lend to Star prior to the closing date from $1,000,000 to $1,800,000. The Amendment also provided that in the event Star consummates its initial public offering or a direct listing to a national exchange (Nasdaq or NYSE) of its shares of Class A Common Stock, then the Option shall automatically expire. Mr. Shalom, who is the Chief Executive Officer and a director of the Company, is a controlling shareholder, Chief Executive Officer and a director of Star.
The foregoing information is a summary of the Star Agreement and the Amendment involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of the Star Agreement and the Amendment, attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K. Readers should review the Star Agreement and the Amendment for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1* | Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated December 15, 2024 (Incorporated by reference to the Exhibit 10.1 on Form 8-K Current Report filed with the Securities and Exchange Commission on December 17, 2024) |
| 10.2 | Amendment No. 1 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative of such shareholders, dated February 11, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the InLine XBRL document) |
| * | Exhibits,<br>disclosure schedules and other schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish<br>supplementally a copy of such exhibits, disclosure schedules and other schedules, or any section thereof, to the SEC upon request. |
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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: February 14, 2025 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer |
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Exhibit 10.2
Amendment No. 1
Amendment No. 1, dated as of February 11, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option (the “Agreement”) dated as of December 15, 2024, by and among Nukkleus Inc., a Delaware corporation, Star 26 Capital, Inc, a Nevada corporation, the equity holders of the capital of the Seller listed on Schedule A attached thereto, and Menachem Shalom, solely in his capacity as the representative and agent of the Shareholders. Capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the Agreement.
W I T N E S S E T H
WHEREAS, the boards of directors of the Company and the Seller have each determined that it is in the best interests of their respective shareholders to amend certain provisions of the Agreement;
WHEREAS, the consideration for the Investment shall be increased to $21,000,000 to consist of $5,000,000 in cash and an Investment Note in the principal amount of $16,000,000, with the amount of shares of common stock of the Company and Investment Warrants remaining as provided for in the Agreement;
WHEREAS, the parties agree to increase the amount to be lend by the Company to the Seller prior to Closing; and
WHEREAS, the parties are willing to enter into this Amendment in accordance with Section 10.6 of the Agreement on the terms and provisions contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | The Investment. |
|---|---|
| (a) | Section 2.1.1 of the Agreement shall be amended by deleting said section in its entirety and replacing<br>Section 2.1.1 with the following: |
| --- | --- |
“2.1.1 invest in the Seller an aggregate of $21,000,000 which shall be made as of the Closing Date and shall consist of (i) a minimum cash payment of USD $5,000,000 and (ii) a promissory note, substantially in the form attached hereto as Exhibit B (the “Investment Note”) payable by the Company to the Seller in the principal amount of USD $16,000,000, less (a) the outstanding amounts due under the Seller Notes (as defined below) as of the Closing Date, and (b) any portion of the cash payment to the Shareholders under clause (i) of this section that exceeds USD $5,000,000. The parties hereto agree that the Seller Notes shall be deemed cancelled, void ab initio, and of no further force or effect upon issuance of the Investment Note, and in consideration of the deduction set forth in clause (a) of this section. The Seller further agrees to release the Company from any and all claims related to such notes and to execute any documents necessary to effect such cancellation and release upon the Company’s written request.
| (b) | The reference in Section 2.1.2(ii) to “$10,000,000” shall be changed to “$16,000,000”. |
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| 2. | The Option. Section 2.2 of the Agreement shall be amended by adding the following sentence after<br>Section 2.2.1.4: |
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If the Company exercises the Option, payment of the full Option Exercise Price must be made in its entirety no later than three business days from the date of such exercise.
| 3. | Termination of Option. Section 2.2 of the Agreement shall be amended by adding the following at<br>the end thereof: |
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“2.2.3 The Option shall automatically expire and have no further force and effect simultaneously upon the consummation of the Seller IPO.”
| 4. | Seller Notes. The reference in Section 6.10 of the Agreement shall be changed from “$1,000,000”<br>to “$1,800,000”. |
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| 5. | Reference. On and after the date hereof, each reference in the Agreement to “this Agreement”,<br>“hereunder”, “hereof”, “herein” or words of like import, and each reference to the Agreement in any<br>Transaction Document or any other agreement, document or other instrument, shall mean, and be a reference to the Agreement, as amended<br>by this Amendment. No other term or provision of the Agreement or any Transaction Document shall be affected by this Amendment other than<br>as expressly provided herein. |
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| 6. | Execution. This Amendment may be executed and delivered in two or more counterparts, all of which<br>when taken together will be considered one and the same agreement and will become effective when counterparts have been signed by all<br>the parties and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the<br>event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature<br>will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force<br>and effect as if such facsimile or “.pdf” signature page were an original thereof. |
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| 7. | Captions. The captions used in this Amendment are<br>intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner<br>the meaning or interpretation of any of the provisions of this Amendment. |
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| 8. | Governing Law. All questions concerning the construction,<br>validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal<br>laws of the State of Delaware, without regard to the principles of conflicts of law thereof. |
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IN WITNESS WHEREOF, with the intent to be legally bound hereby, the parties have executed this Amendment as of the date first written above.
| NUKKLEUS INC. | |
|---|---|
| By: | /s/ Reuven Yegana |
| Name: | Reuven Yegana |
| Title: | Member of the Board |
| By: | /s/ Anastasiia Kotaieva |
| Name: | Anastasiia Kotaieva |
| Title: | Member of the Board |
| STAR 26 CAPITAL, INC. | |
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
| Title: | CEO |
| SHAREHOLDERS’ REPRESENTATIVE | |
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
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