8-K - DFNS - Equibles

UNITED STATES

SECURITIES 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):January 12, 2026

NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39341	38-3912845
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

575 Fifth Avenue, 14th Floor

NewYork**, New York**

10017

(Address of principal executive offices)

(212) 791-4663

(Registrant’s telephone number, including areacode)

Not Applicable

(Former name or former address, if changedsince 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material<br> pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant 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 exercisable for one share of Common Stock for $92.00<br> 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.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Dispositionof Assets.

The Acquisition

On January 12, 2026, Nukkleus Inc., a Delaware corporation (the “Company”), completed its acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., a Nevada corporation (“Star 26”), pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement and Call Option, dated September 15, 2025 (the “Purchase Agreement”), by and among the Company, Star 26, the shareholders of Star 26 (the “Sellers”), and Menachem Shalom, as representative of the Sellers. The Purchase Agreement was filed as Exhibit 10.1 to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025.

As a result of the acquisition, Star 26 became a wholly-owned subsidiary of the Company. The transaction was approved by the shareholders of the Company on December 16, 2025 and confirmed by The Nasdaq Stock Market LLC on January 9, 2026.

Pursuant to the terms of the Purchase Agreement, the aggregate consideration paid by the Company consisted of the following:

(i)	$16,000,000, which was paid to Star 26 by the issuance by<br>the Company of a 12-month note (the “Investment Note”);

(ii)	$500,000 in cash, representing $5,000,000 less $4,500,000<br>previously borrowed by Star 26 from the Company;

(iii)	4,770,340 shares of the Company’s common stock, par value<br>$0.0001 per share (“Common Stock”);

(iv)	A warrant (the “Warrant”) to purchase 12,017,648<br>shares of Common Stock at an exercise price of $1.50 per share, exercisable for a period of five years from the closing date;

(v)	A promissory note in the principal amount of $3,000,000 (the<br>“Six-Month Note”), which note accrues interest at the rate of 8% per annum and matures July 12, 2026; and

(vi)	A promissory note in the principal amount of $3,000,000 (the<br>“Three-Month Note”), which note matures April 12, 2026.

The Common Stock, the Warrant, the Six-Month Note and Three-Month Note were subsequently assigned by Star 26 to the Sellers, pro ratably based on their equity ownership in Star 26.

In connection with the closing, the Company cancelled certain promissory notes previously issued by Star 26 to the Company in the aggregate principal amount of $4,500,000. The cancellation of said indebtedness was applied as a credit against the cash consideration otherwise payable to Star 26 at closing.

The cash portion of the purchase price payable at closing was funded from the Company’s available cash on hand.

Star 26

Star 26 currently has interests in defense and technology businesses:

●	A 100% ownership interest in B. Rimon Agencies Ltd. (“Rimon”),<br>an Israeli corporation that operates as a supplier of generators, masts, and lighting solutions for defense applications, including components<br>for the Iron Dome missile defense system. Rimon maintains distribution relationships with defense contractors.
●	A majority ownership interest in Water.io Ltd. (TASE: WATR),<br>a publicly traded Israeli company engaged in smart hydration technology, which recently completed the acquisition of Zorronet Ltd., a<br>developer of AI-powered command center solutions.
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●	A convertible loan made to I.T.S Industrial Techno-logic Solutions an Israeli company specializing in mechanical and production engineering<br>and in assembly services which owns 100% of Positech Ltd – an Israeli company specializing motion control and stabilization technologies.
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Menachem Shalom, who serves as the Chief Executive Officer and a director of the Company, is also the chief executive officer, founder and controlling shareholder of Star 26. As a result of the acquisition, Mr. Shalom beneficially holds approximately 27.83% of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The shares of Common Stock and the Warrant were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Star 26 and each of the Sellers represented to the Company that they are “accredited investors” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offering. The securities are “restricted securities” as defined in Rule 144 under the Securities Act and bear a restrictive legend.

Item 7.01 Regulation FD Disclosure

On January 13, 2026, the Company issued a press release announcing the closing of the Star 26 acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, 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 in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of Star 26 required by Rule 3-05 of Regulation S-X were included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025, and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required by Article 11 of Regulation S-X was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2025, and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
4.13*	Form of Warrant to Purchase Common Stock.
4.14*	Investment Note, dated January 12, 2026, issued by Nukkleus Inc. to Star 26 Capital Inc.
4.15*	Form of Three-Month Promissory Note issued to the Sellers.
4.16*	Form of Six-Month Promissory Note issued to the Sellers.
10.44*	Assignment from Star 26 Capital, Inc. to each of the shareholders, dated January 12, 2026.
99.1*	Press Release dated January 13, 2026
104	Cover Page Interactive Data File (embedded within<br> the Inline XBRL document).
*	Filed herewith.
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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: January 13, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Exhibit 4.13

NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Right to Purchase
12,017,648
shares of Common Stock,
par value $0.0001 per share

STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, the person named below (the “Holder”) or its registered assigns, is entitled to purchase from NukkleusInc., a Delaware corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, the number of fully paid and nonassessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at an exercise price per share (the “Exercise Price”) each as are set forth in the Warrant details below.

Warrant Information.
(a)	Date of Warrant:	January 12, 2026
(b)	Holder:	Star 26 Capital, Inc.
(c)	Number of Warrant Shares:	12,017,648
(d)	Exercise Price:	$1.50
(e)	Expiration Date:	January 12, 2031

The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.

This Warrant is subject to the following terms, provisions, and conditions:

1. Manner of Exercise; Issuanceof Shares; Payment for Shares.

**(a)**Subject to the provisions hereof, this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant, together with a completed notice of exercise in the form attached hereto (the “Notice of Exercise”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Notice of Exercise, or by a cashless exercise as described in Section 1(b) below. The Warrant Shares so purchased shall be deemed to be issued to the Holder or such Holder’s designee, as the record owner of such Shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Notice of Exercise shall have been delivered, and payment shall have been made for such Shares as set forth above. The Company will direct the Company’s Transfer Agent to issue to the Holder the Warrant Shares to which Holder is entitled within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates or other evidence, deliver to the Holder a new Warrant representing the number of Warrant Shares with respect to which this Warrant shall not then have been exercised.

**(b)**Notwithstanding anything contained herein to the contrary, the Holder shall have the right to exercise this Warrant, in whole or in part, and in lieu of making the cash payment otherwise contemplated to be made by the Company, and elect to receive upon such exercise the number of Warrant Shares Stock determined according to the following formula (a “Cashless Exercise”):

X = Y(A-B)

X = the number of Warrant Shares to be issued to the Holder

Y= the number of Warrant Shares purchasable under this Warrant

A= the fair market value of one Share on the date of determination

B= the per share Exercise Price, as adjusted to the date of such calculation

For purposes of this Section, the per share fair market value of the Warrant Shares shall mean:

(i) If the Company’s Common Stock is publicly traded, the per share fair market value of the Warrant Shares shall be the average of the closing prices of the Common Stock as quoted on the Nasdaq Stock Market or the principal exchange on which the Common Stock is listed, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value;

(ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value of the Warrant Shares shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

(c) All Warrant Shares will be issued in “Book Entry” form and no certificates will be issued, unless the Warrant Shares are then registered under the Securities Act, or if the Company receives a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such Warrant Shares may freely transferred without registration under said Act and under applicable state securities or blue sky laws, in which case they may be issued to the Holder by DWAC, upon Holder providing the necessary information. Unless the Warrant Shares are then so registered, the Warrant Shares will be “restricted securities” under applicable securities laws and pursuant to these laws, Holder must hold the Warrant Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Holder acknowledges that the Company has no obligation to register or qualify the Warrant Shares for resale.

(d) Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding (the “Maximum Percentage”) after giving effect to the issuance of Common Stock issuable upon exercise of the Warrants calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into shares of Common Stock.

(e) Unless the Warrant Shares are then registered under the Securities Act, the Warrant Shares shall bear a legend substantially to the following effect (as well as any legends required by applicable state corporate law or federal or state securities laws):

“THESE SHARES HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINEDIN RULE 144 UNDER THE ACT. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (II) UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITTHAT THESE SHARES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.”

To ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

2. Periodof Exercise. This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered and before 6:00 p.m., New York, New York time on the date set forth in paragraph (e) under “Warrant Details” above (the “Exercise Period”).

3. CertainAgreements of the Company. The Company hereby covenants and agrees as follows:

(a) Shares to beFully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

(b) Reservation ofShares. During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

(c) Successors andAssigns. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation, or acquisition of all or substantially all the Company’s assets.

4. AdjustmentProvisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

**(a) Subdivision orCombination of Common Stock.**If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased.

(b) Adjustment inNumber of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4(a), the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

(c) Consolidation,Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire.

5. IssueTax. The issuance of the Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder.

6. NoRights or Liabilities as a Shareholder. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

7. Transfer,Exchange, and Replacement of Warrant.

(a) Procedure onTransfer. This Warrant and the rights granted to the Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered Holder as the owner and holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary.

(b) Warrant Exchangeablefor Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Holder at the office or agency of the Company, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the Holder at the time of such surrender.

(c) Replacement ofWarrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

(d) Cancellation. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company.

(e) Register. The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

(f) Exercise or TransferWithout Registration. If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder), shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel, which opinion and counsel are acceptable to the Company, to the effect that such exercise, transfer, or exchange may be made without registration under said Act and under applicable state securities or blue sky laws, (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and provides representations to that effect in form and substance acceptable to the Company; provided that no such opinion, letter or status as an “accredited investor” shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment and not with a view to the distribution thereof. In no event shall the Holder be permitted to assign the Warrant unless provided with express written consent by the Company.

**8. Notices.**All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Holder shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to the office of the Company or at such other address as shall have been furnished to the Holder by notice from the Company. Any such notice, request, or other communication may be sent by e-mail. All notices, requests, and other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Section 8, or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.

9. GoverningLaw. This Warrant shall be enforced, governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws.

10. Miscellaneous.

(a) Amendments. This Warrant and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder.

(b) Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

(c) Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Warrant, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

Nukkleus Inc.
By:
	Menacham Shalom
	Chief Executive Officer

FORM OF NOTICE OF EXERCISE

Dated: ________ __, 20__

To:	Nukkleus Inc.<br><br> <br>575 Fifth Avenue<br><br> <br>New York, NY 10017
	Attn: CEO

The undersigned hereby elects to purchase Warrant Shares of NUKKLEUS, INC. pursuant to the terms of the attached Warrant.

Method of Exercise (Please initial the applicable blank):

☐	The<br>undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith or by concurrent wire transfer payment<br>in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.
☐	The<br>undersigned elects to exercise the attached Warrant by means of the cashless exercise provisions of Section 1(b) of the Warrant. The<br>calculation of the number of Warrant Shares is provided below or attached to this notice of exercise.
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Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_________________________________________

(Name)

_________________________________________

(Address)

____________________________________________________________

Employee Identification Number or Social Security Number, as applicable

The undersigned hereby represents and warrants that the aforesaid Warrant Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in the attached Warrant are true and correct as of the date hereof.

Name:
Title:

Date: ________________________

Exhibit 4.14

THIS PROMISSORY NOTE (THE “NOTE”)HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTEIS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

$16,000,000.00	January 12, 2026

THIS PROMISSORY NOTE (this “Note”) is issued by Nukkleus Inc., a Delaware corporation (the “Company”) to the order of Star 26 Capital, Inc., a Nevada corporation (together with its permitted successors and assigns, the “Holder”).

This Note is being issued by the Holder pursuant to the terms and provisions of the Amended and Restated Securities Purchase Agreement and Call Option (the “Star Agreement”) dated as of September 15, 2024 by and among the Company, Star 26 Capital Inc., a Nevada corporation (“Star”), the shareholders of Star and Menachem Shalom, the representative of such shareholders. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to such terms in the Star Agreement.

ARTICLE I

Section 1.01 **Principal.**For value received, the Company hereby promises to pay on or before the Maturity Date (as defined below) to the order of the Holder or its designees, in lawful money of the United States of America and in immediately available funds, the principal sum of Sixteen Million Dollars ($16,000,000.00), or, if less, the aggregate unpaid principal amount outstanding (the “Principal Amount”) and all accrued interest thereon.

Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of 0.5% per annum, compounded daily (computed on the basis of a 360-day year and the actual days elapsed) from the date hereof until the Principal Amount is repaid in full. Accrued interest on the Principal Amount shall be due and payable on the Maturity Date. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Company or inadvertently received by the Holder, then such excess sum shall be credited as payment of the Principal Amount.

Section 1.03 Maturity Date. The Principal Amount and all accrued interest thereon shall be due and payable in full on January 12, 2027 (the “Maturity Date”). All payments on this Note shall be made in lawful money of the United States of America by wire transfer to such account as the Holder may designate by written notice to the Company in accordance with the provisions of this Note.

Section 1.04 Right to Prepay. Provided that there is no Event of Default (as defined below), the Company shall have the right, upon no less than three (3) Business Days prior notice, to prepay all or any portion of the Principal Amount and all accrued interest thereon at any time, on or before the Maturity Date, without penalty or premium.

ARTICLE II

Section 2.01 Representationsand Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a) The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended, or registered or qualified under any the securities laws of any state or other jurisdiction, and is a “restricted security”.

(b) The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.

(c) The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.

(d) The Holder is (i) experienced in making investments of the kind and (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note, and the related documents.

ARTICLE III

Section 3.01 Representationsand Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

(b) The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions contemplated hereby.

(c) There are no outstanding agreements or preemptive or similar rights affecting the Company's equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any equity interest in the Company.

(d) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its affiliates, nor the Company's partners is required for the execution by the Company of this Note and compliance and performance by the Company of its obligations under hereunder. This Note and the Company’s performance of its obligations thereunder have been approved by the Board of Directors and stockholders of the Company.

(e) Neither the issuance and sale of the Note nor the performance of the Company’s obligations under this Note and all other agreements entered into by the Company relating thereto by the Company will:

(i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Certificate of Incorporation or Bylaws of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates is a party, by which the Company or any of its affiliates is bound, or to which any of the properties of the Company or any of its affiliates is subject, or (D) the terms of any agreement to which the Company, or any of its affiliates is a party; or

(ii) result in the creation or imposition of any Encumbrance or any other right of a third party upon any of the assets of the Company.

(f) There is no pending or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its affiliates.

Section 3.02 Covenantsof the Company. The Company hereby covenants and agrees with the Holder that, so long as any amount remains unpaid on this Note, the Company shall:

(a) Notify the Holder if there is a breach or threatened breach of any of the representations and warranties provided for in this Note and forward to the Holder any correspondence regarding any threatened or actual action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company;

(b) Promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Company;

(c) Not, directly or indirectly, create, incur, assume or suffer to exist any Encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) upon any of its assets, whether now owned or hereafter acquired except for: (A) Encumbrances imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles, (B) carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s and other like Encumbrances imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings and (C) Encumbrances created in connection with a strategic acquisition or other business combination between the Company and a third party not affiliated with the Company or any of its affiliates; and

(d) Promptly after the Company shall obtain knowledge of the occurrence of any Event of Default (as defined below) or any event which with the notice or lapse of time or both would become an Event of Default, deliver to the Holder a notice specifying that such notice is a "Notice of Default" and describing such Default in reasonable detail, and in such Notice of Default or soon thereafter as practicable, a description of the action the Company has taken or proposes to take with respect thereto.

ARTICLE IV

Section 4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), an Event of Default shall be deemed to have occurred:

(a) Default in the payment of the Principal Amount and accrued interest thereon on the Maturity Date;

(b) The Company or any subsidiary files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company or any subsidiary, and has not been resolved in a period of ten (10) days after such commencement;

(c) failure on the part of Company to observe or perform any other covenant or agreement on the part of Company contained in this Note (other than those covered by the clauses above) or in any other agreement between the Company and its affiliates and the Holder;

(d) any representation, warranty or certification made by the Company to the Holder in this Note or in any other agreement between the Company and the Holder shall be false or misleading; or

(e) any money judgment, writ or similar final process shall be entered or filed against Company or any of their property or other assets for more than $50,000, and shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for a period of 20 days.

Section 4.02 Effectof Default. Upon the occurrence of an Event of Default, the Principal Amount and all interest accrued thereon, shall be immediately due and payable, together with all attorneys’ fees, costs and expenses incurred by the Holder in collecting or enforcing payment thereof and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law or in equity. Commencing on the Maturity Date and upon the occurrence of any Event of Default, interest on this Note shall accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law.

Section 4.03 Powersand Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default or Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.

ARTICLE V

Section 5.01 Failureor Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

Section 5.02 UnconditionalObligation; Waiver. The obligations hereunder are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. This Note may be enforced against the Company by summary judgment proceedings.

The Company hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and shall be directly and promptly liable for the payment of all sums owing and to be owing hereunder, regardless of, and without any notice, diligence, act or omission with respect to, the collection of any amount called for hereunder.

**Section 5.03 Notices.**Any and all notices, requests, demands or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto, (c) the second (2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (c) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

Section5.04 Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware without giving effect to the principals of conflict of laws thereof. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the courts sitting in the State of Delaware, and any appellate court from any thereof, in respect of any action, suit or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit or proceeding may be heard and determined in such courts. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Note, or in any court referred to above. Each of the parties further hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit proceeding in any such court and waives any other right to which it may be entitled on account of its place of residence or domicile. THE COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHT THE COMPANY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE COMPANY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

**Section 5.05 Severability.**In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

Section 5.06 Constructionand Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.

Section 5.07 BindingEffect; Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. The Holder shall have the right to sell or assign the Note, in whole or in part. This Note may be amended or modified only by an instrument in writing executed by both parties hereto.

**Section 5.08 Counterparts.**This Note may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Remainder of Page IntentionallyOmitted; Signature Pages to Follow

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the undersigned have executed this Promissory Note as of the date first written above.

Nukkleus Inc.
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer
Address for Notice:
---
Nukkleus Inc.
575 Fifth Avenue
14^th^ Floor
New York, NY 10017
Attn: Chief Executive Officer
Email:
HOLDER:
---	---
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer
Address for Notice:
---
Nukkleus Inc.
575 Fifth Avenue
14^th^ Floor
New York, NY 10017
Attn: Chief Executive Officer
Email:

Exhibit4.15

THISPROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ORTHE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATEDUNDER THE SECURITIES ACT OF 1933, AS AMENDED.

$3,000,000	January<br> 12, 2026

THISPROMISSORY NOTE (this “Note”) is issued by Nukkleus Inc., a Delaware corporation (the “Company”) to the order of _____ (together with its permitted successors and assigns, the “Holder”).

ARTICLEI

Section1.01 Principal. For value received, the Company hereby promises to pay on or before the Maturity Date (as defined below) to the order of the Holder or its designees, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), or, if less, the aggregate unpaid principal amount outstanding (the “Principal Amount”).

Section1.02 Maturity Date. The Principal Amount and all accrued interest thereon shall be due and payable in full on March __, 2026 (the “Maturity Date”). All payments on this Note shall be made in lawful money of the United States of America by wire transfer to such account as the Holder may designate by written notice to the Company in accordance with the provisions of this Note.

Section1.03 Right to Prepay. Provided that there is no Event of Default (as defined below), the Company shall have the right, upon no less than three (3) Business Days prior notice, to prepay all or any portion of the Principal Amount thereon at any time, on or before the Maturity Date, without penalty or premium. Any prepayment made hereunder must be made to all the Shareholders pro ratably.

ARTICLEII

Section2.01 Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

ARTICLEIII

Section3.01 Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

(c) There are no outstanding agreements or preemptive or similar rights affecting the Company’s equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any equity interest in the Company.

(d) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its affiliates, nor the Company’s partners is required for the execution by the Company of this Note and compliance and performance by the Company of its obligations under hereunder. This Note and the Company’s performance of its obligations thereunder have been approved by the Board of Directors and stockholders of the Company.

(ii) result in the creation or imposition of any Encumbrance or any other right of a third party upon any of the assets of the Company.

Section3.02 Covenants of the Company. The Company hereby covenants and agrees with the Holder that, so long as any amount remains unpaid on this Note, the Company shall:

(d) Promptly after the Company shall obtain knowledge of the occurrence of any Event of Default (as defined below) or any event which with the notice or lapse of time or both would become an Event of Default, deliver to the Holder a notice specifying that such notice is a “Notice of Default” and describing such Default in reasonable detail, and in such Notice of Default or soon thereafter as practicable, a description of the action the Company has taken or proposes to take with respect thereto.

ARTICLEIV

Section4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), an Event of Default shall be deemed to have occurred:

(a) Default in the payment of the Principal Amount and accrued interest thereon on the Maturity Date;

(d) any representation, warranty or certification made by the Company to the Holder in this Note or in any other agreement between the Company and the Holder shall be false or misleading; or

Section4.02 Effect of Default. Upon the occurrence of an Event of Default, the Principal Amount shall be immediately due and payable, together with all attorneys’ fees, costs and expenses incurred by the Holder in collecting or enforcing payment thereof and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law or in equity. Commencing on the Maturity Date and upon the occurrence of any Event of Default, interest on this Note shall accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law.

Section4.03 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default or Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.

ARTICLEV

Section5.01 Failure or Indulgence Not Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

Section5.02 Unconditional Obligation; Waiver. The obligations hereunder are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. This Note may be enforced against the Company by summary judgment proceedings.

Section5.03 Notices. Any and all notices, requests, demands or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto, (c) the second (2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (c) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

Section5.05 Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

Section5.06 Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.

Section5.07 Binding Effect; Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. The Holder shall have the right to sell or assign the Note, in whole or in part. This Note may be amended or modified only by an instrument in writing executed by the holders of at least 66% of the holders of like notes. Any amendment or modification effected in accordance with this section shall be binding upon the Company and each holder.

Section5.08 Counterparts. This Note may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Remainderof Page Intentionally Omitted; Signature Pages to Follow

INWITNESS WHEREOF, with the intent to be legally bound hereby, the undersigned have executed this Promissory Note as of the date first written above.

Nukkleus<br> Inc.
By:	/s/<br> Menachem Shalom
Name:	Menachem<br> Shalom
Title:	Chief<br> Executive Officer
Address for Notice:
---
Nukkleus Inc.
575 Fifth Avenue
14^th^ Floor
New York, NY 10017
Attn: Chief Executive Officer
Email:
HOLDER:
---
Address<br> for Notice:

Exhibit 4.16

$_______	January 12, 2026

THIS PROMISSORY NOTE (this “Note”) is issued by Nukkleus Inc., a Delaware corporation (the “Company”) to the order of _____ (together with its permitted successors and assigns, the “Holder”).

ARTICLE I

Section 1.01 **Principal.**For value received, the Company hereby promises to pay on or before the Maturity Date (as defined below) to the order of the Holder or its designees, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), or, if less, the aggregate unpaid principal amount outstanding (the “Principal Amount”) and all accrued interest thereon.

Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of eight percent (8%) per annum, compounded daily (computed on the basis of a 360-day year and the actual days elapsed) from the date hereof until the Principal Amount is repaid in full. Accrued interest on the Principal Amount shall be due and payable on the Maturity Date. In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Company or inadvertently received by the Holder, then such excess sum shall be credited as payment of the Principal Amount.

Section 1.03 Maturity Date. The Principal Amount and all accrued interest thereon shall be due and payable in full on July __, 2026 (the “Maturity Date”). All payments on this Note shall be made in lawful money of the United States of America by wire transfer to such account as the Holder may designate by written notice to the Company in accordance with the provisions of this Note.

ARTICLE II

Section 2.01 Representationsand Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

ARTICLE III

Section 3.01 Representationsand Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

(ii) result in the creation or imposition of any Encumbrance or any other right of a third party upon any of the assets of the Company.

Section 3.02 Covenantsof the Company. The Company hereby covenants and agrees with the Holder that, so long as any amount remains unpaid on this Note, the Company shall:

ARTICLE IV

(a) Default in the payment of the Principal Amount and accrued interest thereon on the Maturity Date;

(d) any representation, warranty or certification made by the Company to the Holder in this Note or in any other agreement between the Company and the Holder shall be false or misleading; or

ARTICLE V

Remainder of Page IntentionallyOmitted; Signature Pages to Follow

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the undersigned have executed this Promissory Note as of the date first written above.

Nukkleus Inc.
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer
Address for Notice:
---
Nukkleus Inc.
575 Fifth Avenue
14^th^ Floor
New York, NY 10017
Attn: Chief Executive Officer
Email:
HOLDER:
---
Address for Notice:

Exhibit 10.44

ASSIGNMENT

KNOW ALL PERSONS BY THESE PRESENTS, that for the consideration of $10 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Star 26 Capital, Inc., a Nevada corporation (“Assignor”), hereby transfers, conveys and assigns unto the stockholders of the Assignor as identified on Schedule A attached hereto (collectively, the “Assignee”), all of Assignor’s right, title and interest in and to the securities described in Section 2.2.1(iii) of the Amended and Restated Securities Purchase Agreement and Call Option dated as of September 15, 2025 (the “Purchase Agreement”), by and among Nukkleus Inc., a Delaware corporation, the Assignor, the Assignees, and Menachem Shalom, as representative of the Assignees.

1. Assignment. Assignor hereby irrevocably and unconditionally sells, transfers, assigns, conveys, grants, delivers, vests and confirms unto Assignee all the right, title and interest of Assignor in and to the Assigned Securities. The “Assigned Securities” shall consist of the following:

(i) 4,770,340 shares of common stock, par value $0.0001 per share, of Nukkleus Inc. (“Common Stock”);

(ii) warrants to purchase 12,017,648 shares of Common Stock at an exercise price of $1.50 per share, exercisable for a period of five years from the date hereof (the “Warrant”);

(iii) a promissory note in the principal amount of $3,000,000, bearing interest at 8% per annum and maturing six months from the date hereof (the “Six-Month Note”); and

(iv) a promissory note in the principal amount of $3,000,000, maturing three months from the date hereof (the “Three-Month Note”).

2. Representations and Warranties. Assignor hereby represents and warrants to the Assignees that:

(a) It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. It has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

(b) It has all requisite power and authority to enter into and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on its part is necessary to authorize the execution, delivery, and performance by it of this Agreement and the consummation of the transactions contemplated hereby.

(c) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over it, or any of its affiliates nor its shareholders is required for the execution by it of this Agreement and compliance and performance by it of its obligations hereunder.

(d) Neither the execution of this Agreement nor the performance of the respective party’s obligations hereunder will:

(i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the certificate of incorporation, charter or bylaws of it, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to it of any court, governmental agency or body, or arbitrator having jurisdiction over the party or its properties or assets or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which it or any of its affiliates is a party, by which it or any of its affiliates is bound, or to which any of its properties or any of its affiliates is subject, or (D) the terms of any agreement to which it, or any of its affiliates is a party; or

(ii) result in the creation or imposition of any lien or other encumbrance upon its securities or any of its assets or any of its affiliates.

(e) There is no pending or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over it or any of its affiliates.

3. Effectiveness of this Agreement. The execution and delivery of this Agreement shall transfer, convey and deliver to the Assignees, in the amounts set forth on Schedule A, good and marketable title to the Assigned Securities, free and clear of any liens or encumbrances, other than pursuant to applicable securities laws.

4. Power of Attorney. The Assignor hereby constitutes and appoints Menachem Shalom as its true, lawful and irrevocable attorney to demand and receive the Assigned Securities on behalf of the Assignees, and to give receipts, releases and satisfactions for the same, and this may be done in the name of the Assignor with the same force and effect as Assignor could do if this Agreement had not been made.

5. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.

(b) If any covenant or agreement contained herein, or any part hereof, is held to be invalid, illegal or unenforceable for any reason, such provision will be deemed modified to the extent necessary to be valid, legal and enforceable and to give effect of the intent of the parties hereto.

(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof or thereof.

(d) This Agreement may not be amended or modified except by the express written consent of the parties hereto. Any waiver by the parties of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof or of any other provision.

(e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assignees.

(f) The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.

(g) The parties hereto agree to execute and deliver such further documents and instruments and to do such other acts and things any of them, as the case may be, may reasonably request in order to effectuate the transactions contemplated by this Agreement.

(h) This Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by its duly authorized officer or representative as of the date first above written.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Assignment as of January 12, 2026.

STAR 26 CAPITAL, INC.
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer
AGREED AND ACKNOWLEDGED:
NUKKLEUS INC.
By:	/s/ Menachem Shalom
Name:	Menachem Shalom
Title:	Chief Executive Officer

Exhibit 99.1

NukkleusInc. Completes Strategic Acquisition of Star 26 Capital, Expanding Defense AI and Defense Manufacturing

Deal adds precision manufacturing,advanced computer vision, and other defense technology businesses into the Nukkleus ecosystem.

NEW YORK and TEL AVIV, Israel,January 13, 2026 - Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and owner of high-potential businesses in the aerospace and defense (A&D) industry, today announced the successful completion of its acquisition of Star 26 Capital Inc. , a defense-focused acquisition company.

Nukkleus acquired 100% of Star 26 in consideration of a mixed package of cash, promissory notes, as well as shares of Nukkleus common stock and associated warrants issued to Star 26 shareholders on a pro-rata basis. Additional details regarding the transaction are available in the Company’s filings with the Securities and Exchange Commission.

The transaction provides Nukkleus with 100% ownership of Star 26 and its portfolio of defense-related assets. The period between signing and closing enabled Star 26 to expand and strengthen its holdings, increasing the strategic value of the transaction for Nukkleus and its shareholders and further advancing the company’s evolution as a diversified defense technology holding company with multi-domain exposure.

The acquisition also enhances Nukkleus’s position across the military UAV and UAS value chain, which is expected to reach approximately $23 billion by 2030. It enables closer coordination across unmanned platforms, artificial intelligence, motion control, power systems, and command-and-control capabilities, aligning complementary technologies within the Company’s growing defense portfolio.

Star 26 brings to Nukkleus a portfolio of defense and technology companies complementary to unmanned and autonomous systems, including B. Rimon Agencies Ltd., a leading Israeli supplier of critical components for advanced missile-defense programs such as the Iron Dome, with exclusive distribution relationships with major defense contractors including Rafael Advanced Defense Systems and Elbit Systems. Star 26 also holds a majority interest in Water.io (TASE: WATR), which recently completed its acquisition of Zorronet, a developer of AI-powered unmanned command centers and integrated physical-security platforms, as well as a convertible loan position in ITS/Positech, a specialist in advanced motion-control, stabilization, and targeting technologies.

These companies are expected to collaborate with Nukkleus’s existing portfolio across AI, UAVs, and defense infrastructure, supporting the development of interoperable autonomous and control capabilities. Following the closing, the acquisition is expected to support operational efficiencies through shared resources, streamlined supply chains, and expanded distribution, while each subsidiary continues to operate independently within its core domain.

“With President Donald Trump calling for US defense spending to increase to $1.5 trillion, the focus is shifting not only to advanced systems, but to whether the industrial base can actually deliver them on time,” said Menny Shalom, CEO of Nukkleus Inc. “Many of today’s production delays stem from bottlenecks at the Tier-2 and Tier-3 supplier level, where scaling capacity is difficult but essential. By bringing Star 26 and its portfolio of specialized manufacturers and defense tech companies into the Nukkleus ecosystem, we are strengthening this critical layer of the defense supply chain. This acquisition positions us to help these companies scale responsibly, enabling OEMs to produce faster and more reliably while aligning UAV, AI, and control technologies with evolving defense requirements.”

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About Nukkleus Inc.

Nukkleus Inc. (NASDAQ: NUKK) focuses on acquiring and scaling mission-critical suppliers across the defense, aerospace, and advanced manufacturing sectors. Nukkleus targets Tier 2 and Tier 3 companies that form the industrial backbone of national security infrastructure in the U.S., Israel, and Europe. Through its proprietary capital model, Nukkleus integrates operational capabilities, financial discipline, and long-term vision to modernize and expand strategic suppliers—supporting dual-use innovation and resilient supply chains.

The Company’s portfolio approach combines organic growth with disciplined M&A, enabling transformational scale and positioning Nukkleus at the core of 21st-century defense industrial strategy.

Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities 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 referencing future events, conditions or circumstances, or the negative of such terms.

Although Nukkleus believes that it has a reasonable basis for the forward-looking statements contained in this press release, they are based on management’s current beliefs and expectations about future events and circumstances and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control. Statements relating to the future performance of Nukkleus are subject to many factors including but not limited to: the Company’s ability to successfully integrate Star 26 and realize the anticipated benefits of the acquisition; the sufficiency of working capital to realize our business plans and strategic opportunities; the going concern qualification in our financial statements; our ability to penetrate new intended markets; the Company’s ability to retain key personnel; market acceptance of our products and services; changes in the defense industry and government spending; geopolitical risks; competition; the Company’s ability to access capital markets; and general economic conditions.

Risk factors described under “Risk Factors” in Nukkleus’ most recently filed annual report on Form 10-K, as updated from time to 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 occur or circumstances that exist after the date of this press release, except as required by law.

InvestorRelations Contact:

The Equity Group Inc.

Lena Cati

lcati@equityny.com

+1 (212) 836-9611

Val Ferraro

vferraro@theequitygroup.com

+1 (212) 836-9633

CompanyContact:

Nukkleus Inc.

575 Fifth Avenue, 14th Floor

New York, New York 10017

info@nukk.com

+1 (212) 791-4663