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 evaent reported):May 13, 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) |
575Fifth Avenue, 14^th^ Floor
New York, New York 10017
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | NUKK | The Nasdaq 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 May 13, 2025, Nukkleus Inc. (the “Company”) entered into Amendment No. 2 to the Securities Purchase Agreement and Call Option dated December 15, 2024 between the Company, Star 26 Capital Inc., a Nevada corporation (“Borrower”), the shareholders of the Borrower and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of February 11, 2025 (as amended, the “Purchase Agreement”). Pursuant to the terms of Amendment No. 2, the cash advances to be made by the Company to Borrower was increased from $1,800,000 to $3,000,000.
As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 17, 2025, the Company contracted to acquire all of the issued and outstanding capital of Borrower (which includes being granted an option to purchase the balance not initially purchased), including without limitation, cash investments of up to $5,000,000 in cash.
The Amendment No. 2 also deleted the requirement that Borrower deliver a fairness opinion at the closing of the transactions contemplated by the Purchase Agreement.
On May 13, 2025, the Company entered into a Promissory Note with Borrower, pursuant to which the Company memorialized its obligations under the Purchase Agreement to lend Borrower up to $3,000,000. The Promissory Note currently represents an obligation of Borrower to repay $2,000,000 which Borrower has borrowed from the Company as well as any future loan advances up to another $1,000,000 to be made by the Company to Borrower. The loan is due on November 30, 2025; if the transactions contemplated by the Purchase Agreement close on or before said date, the loan shall be forgiven and cancelled as it is part of the cash investment that the Company is required to invest in Borrower. If the Borrower defaults and does not pay the Company on such date, or there is another breach of Borrower pursuant to the terms of the Promissory Note, interest accrues at the rate of 15%.
The above description of Amendment No. 2 and the Promissory Note are qualified in their entirety by reference to Amendment No. 2 and the Promissory Note, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits
| Exhibit No | Description |
|---|---|
| 10.1 | Amendment No. 2 to the Securities Purchase Agreement and Call Option dated December 15, 2024 between the Company, the Borrower, the shareholders of the Borrower and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of May 13, 2025 |
| 10.2 | Promissory Note between Nukkleus Inc. and Star 26 Capital, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NUKKLEUS INC. | ||
|---|---|---|
| Date: May 14, 2025 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Amendment No. 2
Amendment No. 2, dated as of May 13, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option, dated as of December 15, 2024, as amended by Amendment No. 1 dated February 11, 2025 (as amended, the “Agreement”), 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, given the recent activities of the Seller, the parties agree to further increase the amount to be lend by the Company to the Seller prior to Closing; and
WHEREAS, the boards of directors of each of the Company and the Seller have determined that it is in the best interests of their respective shareholders to amend the Agreement on the terms and provisions provided for herein.
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. | Seller Notes. The reference in Section 6.10 of the Agreement shall be changed from “$1,800,000”<br>to “$3,000,000”. |
|---|---|
| 2. | Fairness Opinion. The parties agree that a fairness opinion shall not be a closing condition to<br>consummate the Transaction; accordingly, Section 7.2.5 of the Agreement is hereby deleted in its entirety. |
| --- | --- |
| 3. | 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. |
| --- | --- |
| 4. | 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. |
| --- | --- |
| 4. | Captions. The captions used in this Amendment are intended<br>for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning<br>or interpretation of any of the provisions of this Amendment. |
| --- | --- |
| 5. | 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. |
| --- | --- |
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 |
| STAR 26 CAPITAL, INC. | |
|---|---|
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
| Title: | CEO |
| SHAREHOLDERS’ REPRESENTATIVE | |
| --- | --- |
| By: | /s/ Menachem<br> Shalom |
| Name: | Menachem Shalom |
Exhibit 10.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.
PROMISSORY NOTE
FOR VALUE RECEIVED, Star 26 Capital, Inc., a Nevada corporation (the “Borrower”), hereby promises to pay to Nukkleus Inc., a Delaware corporation (the “Holder”), the aggregate principal amount of the Loan (as defined below) which is outstanding from time to time and evidenced hereby as set forth below.
Upon at least two (2) business days’ prior written notice to the Holder, the Borrower may borrow from the Holder, and the Holder shall advance to the Borrower, such amount that is so requested by the Borrower; provided, however, that the aggregate principal amount outstanding under this Note shall not exceed $3,000,000.00 at any given time and the Holder shall not be obligated to make any advances if an Event of Default has occurred and is continuing. The principal amount borrowed and outstanding under this Note is sometimes referred to herein as the “Loan”.
The Loan is being made in connection with the transactions contemplated by the Securities Purchase Agreement and Call Option dated December 15, 2024 between the Holder, the Lender, the shareholders of the Lender and Menachem Shalom, the representative of such shareholders, as amended (the “Purchase Agreement”).
The principal amount of the Loan shall be due and payable on November 30, 2025 (the “Maturity Date”), provided, however, that if the transactions contemplated by the Purchase Agreement are consummated on or prior to such date, the Loan shall be forgiven and cancelled and shall be considered part of the cash investment required by the Holder pursuant to Section 2.1.1(i) of the Purchase Agreement.
Upon the occurrence and during the continuance of any Event of Default (as defined below), the amounts then due and payable under this Note (including the entire principal if such payments are accelerated at the election of the Holder) shall bear interest equal to the lesser of (a) the maximum amount permitted to be charged under applicable law or (b) fifteen (15%) percent per annum from the due date thereof until paid in full or such Event of Default has been cured or waived (the “Default Interest Rate”).
The following additional terms shall apply to this Note:
ARTICLE I
GENERAL
1.1 Payment Records. The amount, date and unpaid balance of the Loan shall be as evidenced by the applicable books and records of the Holder, which shall be conclusive evidence thereof in the absence of manifest error. The Holder is hereby authorized to endorse such particulars of the Loan on the grid attached hereto.
1.2 Payment on Non-Business Day. If this Note, or any payment hereunder, falls due on a Saturday, Sunday or a New York public holiday, this Note shall fall due or such payment shall be made on the next succeeding business day.
1.3 Cost of Collection. If any payment due hereunder is not paid when due, the Borrower agrees to pay all costs of collection, including attorney’s fees, all of which shall be added to the amount due hereunder, such charges to bear interest at the Default Interest Rate. In addition, if this Note is referred by Holder to any attorney for collection, the Borrower shall pay all attorney fees incurred by Holder therefor.
1.4 Prepayment. The Borrower may prepay all or part of this Note without penalty or premium.
ARTICLE II
EVENTS OF DEFAULT
The occurrence of any of the following events of default (each an “Event of Default”) shall, at the option of the Holder, make all sums of principal then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable:
2.1 The Borrower fails to pay the principal of this Note when due.
2.2The Borrower breaches any material covenant or other material term or condition of this Note.
2.3 The Borrower shall make an assignment for the benefit of creditors or apply for or consent to the appointment of a receiver or trustee for its or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.
2.5 Any money judgment, writ or similar process shall be entered or filed against Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.
2.6 Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower.
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ARTICLE III
REPRESENTATIONS OF BORROWER
Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Holder that:
3.1 Organization, Good Standing and Qualification. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
3.2 Authorization. All organizational action on the part of the Borrower, its officers and directors necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Borrower hereunder has been taken and the Note constitutes valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms.
3.3 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Borrower is required in connection with the consummation of the transactions contemplated by this Note.
3.4 Compliance with Other Instruments. The Borrower is not in violation or default of any provisions of its Articles of Incorporation or By-laws or of any material instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or of any provision of federal or state statute, rule or regulation applicable to the Borrower. The execution, delivery and performance of this Note and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Borrower.
ARTICLE IV
MISCELLANEOUS
4.1 Failure or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
4.2 Notices. All notices or other communications given or made hereunder shall be in writing and shall be deemed delivered the day such notice is delivered by personal service or mailed by overnight courier to the party to receive the same at its last known address or to such other address as either party shall hereafter give to the other by notice duly made under this Section 4.2.
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4.3 Amendment. This Note shall only be amended by a writing signed by both parties hereto.
4.4 Assignability. The Borrower may not assign the rights and obligations under this Note to a third party without the prior written consent of the Holder. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.
4.5 Governing Law. This Note has been executed in and shall be governed by the internal laws of the State of Delaware, without regard to the principles of conflict of laws.
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on this 13th day of May, 2025.
| STAR 26 CAPITAL, INC. | |
|---|---|
| By: | /s/ Menachem Shalom |
| Name: Menachem Shalom | |
| Title: President |
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GRID for PROMISSORY NOTE
| Date | Amount Advanced | |
|---|---|---|
| December 23, 2024 | $ | 1,000,000 |
| February 13, 2025 | $ | 800,000 |
| April 24, 2025 | $ | 200,000 |
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