8-K
T3 Defense Inc. (DFNS)
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
Dateof Report (Date of earliest event reported): January 15, 2026
NUKKLEUS
INC. (Exact name of registrant as specified in its charter)
| Delaware | 001-39341 | 38-3912845 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
575Fifth Avenue**, 14^th^Floor**
NewYork, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant<br> 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<br> Stock, $0.0001 par value per share | NUKK | The<br> Nasdaq Stock Market LLC |
| Warrants,<br> each warrant exercisable for one Share of Common Stock for $92.00 per share | NUKKW | The<br> 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item2.01 Completion of Acquisition or Disposition of Assets.
On January 15, 2026, Nukkleus Inc. (“Nukk” or the “Company”), entered into a stock purchase agreement (the “Agreement”) pursuant to which it acquired 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli private company (“Nimbus”) specializing in professional unmanned aerial systems and services.
Nimbus is an Israeli aerospace robotics company established in 2024 that specializes in the design, production and operation of fully customized unmanned aerial systems for professional applications in critical industries and services.
Pursuant to the Agreement, Nukk issued 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24-month note bearing 6% interest, to the sole shareholder of Nimbus, in exchange for all the issued and outstanding shares of Nimbus. The note is convertible at the option of the seller at a fixed price of $2.00 per share. The Note also prohibits the Company from issuing the holder shares that would result in the holder beneficially owning more than 4.99% of the outstanding Common Shares.
The Agreement includes customary representations and warranties from the parties.
The above description of the Agreement and the Note are qualified in their entirety by reference to the Agreement and the Note, copies of which are attached hereto as Exhibits 4.17 and 10.45, respectively.
Item3.02 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 Convertible Note 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. The seller represented to the Company that it is an “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.
Item7.01 Regulation FD Disclosure
On January 16, 2026, the Company issued a press release announcing the execution and delivery of the stock purchase agreement to purchase Nimbus. 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.
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Item9.01 Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description |
|---|---|
| 4.17 | Convertible Note dated January 15, 2026 issued by Nukkleus Inc. to Elad Defense LLC |
| 10.45 | Stock Purchase Agreement dated January 15, 2026 between Nukkleus Inc. and Elad Defense LLC. |
| 99.1 | Press release dated January 16, 2026 |
| 104 | Cover<br> 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:<br> January 16, 2026 | By: | /s/<br> Menachem Shalom |
| Name: | Menachem<br> Shalom | |
| Title: | Chief<br> Executive Officer |
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Exhibit4.17
THISNOT AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE OR ANY PORTION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLESTATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCETABLE TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOTREQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE ACT AND ANY APPLICABLE STATE SECURITIESLAW.
| $3,250,000 | January 15, 2026 |
|---|
NukkleusInc. (a Delaware corporation)
UNSECUREDCONVERTIBLE PROMISSORY NOTE
NUKKLEUS INC., a Delaware corporation (the “Company”), for value received and intending to be legally bound, hereby promises to pay to the order of ELAD DEFENSE LLC., a Michigan limited partnership or its assigns (the “Holder”), the principal amount of THREE MILLION TWO HUNDRED FIFTY THOUSAND Dollars ($3,250,000) (the “Principal Amount”) on or before January 15, 2028 (the “Maturity Date”), together with interest thereon at the rate of 6% per annum (the “Interest”), as set forth herein (the “Note”). This Note is being issued under and pursuant to the terms of the Stock Purchase Agreement, dated the date hereof by and between the Company, the Holder and Nimbus Drones Technologies and Marketing Ltd. (the “Stock Purchase Agreement”)
1.Convertible Note: By accepting this Note, the Holder hereby acknowledges that this Note and the shares issuable upon conversion of this Note has not been registered under the Securities Act of 1933, as amended, or any state securities laws and Holder represents for itself and its legal representative that it is acquiring this Note and will acquire any shares issued upon conversion hereof, for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution of such securities and Holder agrees to reaffirm, in writing, this investment representation at the time of exercise of the conversion right set forth herein.
2.Principal and Interest Payment: The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the simple interest rate of 6% per annum, computed on the basis of a 365-day year, commencing on the date hereof. For so long as any Event of Default (as defined below) exists under this Note, interest shall accrue on the outstanding principal balance hereof at the rate of twelve percent per annum unless such rate exceeds the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Noteholder in accordance with terms of the law of the State of Delaware.
3.Unsecured Obligation: The obligations of the Company under this Note are unsecured.
4.Conversion of Note: (a) Subject to and upon compliance with the provision of this Section 4c, at the option of the Holder, at any time on or before the Maturity Date the unpaid principal and interest balance of the Note may be converted in whole or in part, into fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”) at the conversion rate equal to $2.00 per share, except as otherwise adjusted below (the “Conversion Price”). The conversion date shall be the date that such Notice of Conversion is deemed delivered hereunder. Upon conversion of the entire principal balance, the principal represented thereby shall be canceled. Such conversion shall be effectuated by the Holder submitting to the Company a notice of conversion attached hereto as Exhibit “1” (the “Conversion Notice”). The Conversion Notice shall state the dollar amount thereof to be so converted and shall include or be accompanied by representations as to the Holder’s investment intent substantially similar to those contained in this Note. Shares issuable upon conversion of the Note shall be issued in the name of the Holder and shall be transferrable only in accordance with all of the terms and restrictions contained herein.
(b) *Fractional Shares:***No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
(c) Holder’s Conversion Limitations:** The Company shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(c) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission ofva Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of Holder, the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(c). Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. For purposes of this Section “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Act”).
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(d) Subdivision or Combination:** Whenever the Company shall subdivide or combine the outstanding shares of Common Stock issuable upon conversion of this Note, the Conversion Price in effect immediately prior to such subdivision or combination and the number of shares issuable under the Note shall be proportionately decreased in the case of subdivision or increased in the case of combination effective at the time of such subdivision or combination.
(e) Reclassification or Change:** Whenever any reclassification or change of the outstanding shares of Common Stock shall occur (other than a change in par value, or from par value to no par, or from no par to par value, or as a result of a subdivision or combination), effective provision shall be made whereby the Holder shall have the right, at any time thereafter, to receive upon conversion of the Note the kind of stock, other securities or property receivable upon such reclassification by a holder of the number of share of Common Stock issuable upon conversion of this Note immediately prior to such reclassification. Thereafter, the rights of the parties hereto with respect to the adjustments of the amount of securities or other property obtainable upon conversion of this Note shall be appropriately continued and preserved, so as to afford as nearly as may be possible protection of the nature afforded by this subparagraph (e).
(f) Merger:** If, prior to repayment of the obligations relevant hereto, or prior to conversion of this Note into equity in the Company, the Company shall be consolidated or merged with another company, or substantially all of its assets shall be sold to another company in exchange for stock wit the view to distributing such stock to its shareholders, each share of stock into which this Note is convertible shall be replaced for the purposes hereof by a pro rata amount of the securities or property issuable or distributable, based upon percentage of the Company’s common stock which a Holder would have owned had there been a conversion herein after consummation of such merger, consolidation or sale and adequate provision to that effect shall be made at the time thereof. The Company will provide the Holder at least thirty (30) days prior written notice of any event described in this subsection (f).
5. Reservation of Common Shares: The Company shall take or has taken all steps necessary to reserve a number of its authorized but unissued Common Stock sufficient for issuance upon conversion of this Note pursuant to the provisions included hereinabove.
6. SecuritiesLaws and Restrictions: This Note and the Common shares issuable upon conversion have not been registered for sale under the Act, and neither this Note nor those shares nor any interest in this Note nor those shares may be sold, offered for sale, pledged or otherwise disposed of without compliance with applicable securities laws, including, without limitation, an effective registration statement relating thereto or delivery of an opinion of counsel acceptable to the Company that such registration is not required under the Act. Holder has reviewed the Company’s periodic and annual reports as filed with the Securities and Exchange Commission (the “SEC Reports”) and has based its investment decision solely on the information contained in the SEC Reports. Holder represents and warrants that it is an “accredited investor” as defined under the Act.
7.Prepayment of Note: At any time the Company may issue written notice to the Holder of the Company’s intent to prepay this Note in whole or in part. The Company must provide said notice to the Holder at least ten (10) days prior to the prepayment. During the ten day notice period the Holder may exercise of its right of conversion as set forth §4above. If the Holder does not exercise its right of conversion, then the Holder shall issue an estoppel letter to the Company indicating the exact amount due on this Note through the sixtieth day. Upon payment by wire or certified funds, of the amount stated in the estoppel letter the Holder shall surrender the original Note to the Company.
8.Events of Default: If any of the following conditions or events (“Events of Default”) shall occur and shall be continuing:
| (i) | if<br> the Company shall default in the payment of principal and/or interest accruing herein when<br> the same becomes due and payable, whether at maturity or by declaration of acceleration or<br> otherwise, and shall fail to cure such default within fifteen days after written notice thereof<br> from the Holder to the Company, if the Company fails to tender any payment due hereunder<br> when the same becomes due; and shall fail to cure such default within fifteen days after<br> written notice thereof from the Holder to the Company; or |
|---|
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| (ii) | if<br> the Company shall make an assignment for the benefit of creditors, or shall admit in writing<br> its inability to pay its debts as they become due, or a voluntary petition for reorganization<br> under Title 11 of the Unites States Code (“Title 11”) shall be filed by the Company<br> or an order shall be entered granting relief to the Company under Title 11 or a petition<br> shall be filed by the Company in bankruptcy, or the Company shall be adjudicated a bankrupt<br> or insolvent, or shall file any petition or answer seeking for itself any reorganization,<br> arrangement, composition, readjustment, liquidation, dissolution or similar relief under<br> any present or future statue, law or regulation, or shall file any answer admitting or not<br> contesting the material allegations of a petition filed against the Company any such proceeding,<br> or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator<br> of the Company or of all or any substantial part of the properties of the Company or if the<br> Company or its directors or majority shareholders shall take any action looking to the dissolution<br> or liquidation of the Company; or |
|---|---|
| (iii) | if<br>within 30 days after the commencement of an action against the Company seeking a reorganization, arrangement, composition, readjustment,<br>liquidation, dissolution or similar relief under any present or future statue, law or regulation, such action shall not have been dismissed<br>or nullified or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of<br>any such order or proceeding shall thereafter be set aside, or if, within 30 days after the appointment without the consent or acquiescence<br>of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company<br>such appointment shall not have been vacated; |
| --- | --- |
then, and in any such event, the Holder may at any time (unless such Event of Default shall theretofore have been remedied) at its option, by written notice to the Company, declare the Note to be due and payable, whereupon the Note shall forthwith mature and become due and payable, together with interest accrued thereon, and thereafter interest shall be due, at the rate per annum hereinabove provided, on the entire principal balance until the same is fully paid, and on any overdue interest (but only to the extent permitted by law), without presentment, demand, protest or notice, all of which are hereby waived, subject however, to the other terms, including those relating to subordination, of this Note. No course of dealing and no delay on the part of Holder in exercising any right shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence of any Events of Default, the entire outstanding balance of the note, along with all accrued interest shall bear interest at the highest rate allowed by law until paid in full.
9.Notice: All notices required or permitted to be given under this Note, including, without limitation, any Notice of Conversion, shall be in writing (delivered by hand or sent certified or registered mail, return receipt requested, or by electronic transmission (email) or by nationally recognized overnight courier service) addressed to the respective party at the address indicated on the signature page of this Note. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, (ii) upon delivery if sent by email, or (iii) upon actual receipt by the party to whom such notice is required to be given.
11.Governing Law and Jurisdiction: The Note shall be governed by the laws of the State of Delaware. This Note and all issues arising out of this Note will be governed by and construed solely and exclusively under and pursuant to the laws of the State of Delaware. Each of the parties hereto expressly and irrevocably agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the appropriate court in the State of Delaware .
11.Severability: If any provision, paragraph or subparagraph of this Note is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of the Note, including any other provision, paragraph or subparagraph. Each provision, paragraph or subparagraph of this Note is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant.
12.Amendment: This Note may only be amended in writing, duly endorsed by the parties hereto.
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13.Heading: The headings in this Note are solely for convenience of reference and shall not affect its interpretation.
| NUKKLEUS<br>INC. |
|---|
| /s/ Menachem Shalom |
| Menachem Shalom |
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Exhibit 1
CONVERSIONNOTICE
TO:
NUKKLEUS INC.
The Holder listed below hereby irrevocably exercises his/her/its right to convert ($__________) of this Note into __________________ shares of Common Stock of NUKKLEUS INC. at the Conversion Price of ___________________ per share in accordance with the terms of this Note, and directs that the Common Stock issuable and deliverable upon such conversion be recorded on the books of NUKKLEUS INC. in the name of, and delivered to, the Holder.
The Holder hereby acknowledges that the shares of Common Stock (i) have not been and will not be at the time of requisition by the undersigned registered under the Securities Act of 1933, as amended, or under any state securities laws, and hereby represents and warrants to the Company that he/she/it is acquiring the Common Stock for his/her/its own account, for investment, and not with a view to, or for sale in connection with, any distribution of such Common Stock; and (ii) are transferable on in accordance with all the terms and restrictions contained in the Note.
Dated: _________________, 20__
| Witness | Signature<br> of Holder |
|---|---|
| Printed<br> Name of Holder | |
| EIN<br> or SSN | |
| Address | |
| City,<br> State, Zip | |
| Telephone | |
Exhibit10.45
STOCKPURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2026 (the “EffectiveDate”), by and among:
NUKKLEUSINC., a Delaware corporation (“Buyer” or “Nukkleus”);
NIMBUSDRONES TECHNOLOGIES AND MARKETING LTD., an Israeli corporation (“Nimbus” or the “Company”); and
ELADDEFENSE LLC (“Seller” or “Elad”, and together with Nimbus and Buyer, the “Parties” and each, a “Party”).
RECITALS
WHEREAS, the Company is an Israeli corporation engaged in the business of providing full-service unmanned aerial vehicle (“UAV”) solutions, including drone systems, maintenance, mapping, aerial imaging, red-team simulation, Counter-UAS platforms, and flight training (the “Business”);
WHEREAS, the Seller is the sole holder of all the issued and outstanding shares of the Company (the “Purchased Shares”);
WHEREAS, the Buyer is a Delaware corporation whose shares of common stock are listed on The Nasdaq Stock Market LLC under the symbol “NUKK”;
WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, the Purchased Shares on the terms and conditions provided for herein.
NOW,THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLEI
DEFINITIONS
Section1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
“Affiliate” means with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.
“BusinessDay” means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York or Tel Aviv, Israel are authorized or required by law to close.
“BuyerCommon Stock” means shares of common stock, par value $0.0001 per share, of the Buyer.
“Closing” means the closing of the transactions contemplated by this Agreement, which shall occur simultaneous with the execution and delivery of this Agreement.
“ClosingDate” means the date on which the Closing occurs, which shall be the date of this Agreement.
“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, proxy, voting trust or agreement, transfer restriction or any other encumbrance, restriction or limitation whatsoever.
“Fully-DilutedBasis” means with respect to the Company, the aggregate number of ordinary shares of the Company that would be outstanding assuming the exercise, conversion or exchange of all options, warrants, convertible securities and other rights to acquire ordinary shares of the Company that are outstanding as of the applicable date of determination.
“GovernmentalAuthority” means any federal, state, local, municipal, foreign or other government, governmental department, commission, board, bureau, agency, regulatory or administrative authority, court, tribunal, arbitrator or self-regulatory organization.
“Knowledge” means with respect to any Person, the actual knowledge of such Person’s executive officers after reasonable inquiry.
“Laws” means all laws, statutes, rules, regulations, codes, ordinances and orders of any Governmental Authority.
“MaterialAdverse Effect” means, with respect to any Person, any event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities or results of operations of such Person and its subsidiaries, taken as a whole, or (b) the ability of such Person to consummate the transactions contemplated by this Agreement; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic conditions; (ii) changes in the financial or securities markets generally; (iii) changes affecting the industry in which such Person operates generally; (iv) changes in applicable Laws or accounting standards; (v) acts of war, terrorism, natural disasters or public health emergencies; or (vi) the announcement or pendency of the transactions contemplated hereby, except in each case of clauses (i) through (v), to the extent such changes disproportionately affect such Person relative to other participants in the industry in which such Person operates.
**“Note”**means the Convertible Note in the original principal amount of $3,250,000 attached hereto as Exhibit A.
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“Person” means any individual, corporation, partnership, limited liability company, trust, estate, association, joint venture, Governmental Authority or other entity.
“SEC” means the United States Securities and Exchange Commission.
“SecuritiesAct” means the Securities Act of 1933, as amended.
“ExchangeAct” means the Securities Exchange Act of 1934, as amended.
ARTICLEII
PURCHASEAND SALE OF SHARES
Section2.1 Purchase and Sale of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Purchased Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Purchased Shares are “restricted securities” as defined in the Securities Act.
Section2.2 Purchase Price. In consideration for the Purchased Shares, the Buyer shall issue to the Seller (i) 1,850,000 shares of Buyer Common Stock and (iii) the Note which is convertible by the Seller at $2.00 per share.
Section2.3 Closing. The Closing shall take simultaneous with the execution and delivery of this Agreement.
Section2.4 Closing Deliveries by the Seller and the Company. At the Closing, the Company and/or the Seller, as the case may be, shall deliver or cause to be delivered to the Buyer:
| (a) | a<br> share certificate or book-entry confirmation evidencing the Purchased Shares, registered<br> in the name of the Buyer; |
|---|---|
| (b) | a<br> certificate of good standing (or equivalent) for the Company issued by the Israeli Registrar<br> of Companies, dated within five (5) Business Days of the Closing Date; |
| --- | --- |
| (c) | a<br> certificate issued by the Israeli Registrar of Companies evidencing the Buyer as the sole<br> shareholder of the Company; |
| --- | --- |
| (d) | certified<br> copies of resolutions of the Company’s board of directors and shareholders authorizing<br> the execution and delivery of this Agreement and the consummation of the transactions contemplated<br> hereby; and |
| --- | --- |
| (e) | such<br> other documents as the Buyer may reasonably request. |
| --- | --- |
Section2.5 Closing Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller:
| (a) | evidence<br> of the issuance to the Seller of 1,850,000 shares of Buyer Common Stock in book-entry form<br> or stock certificate(s), registered in the name of the Seller; |
|---|
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| (b) | a<br> duly executed Note; |
|---|---|
| (c) | certified<br> copies of resolutions of the Buyer’s Board of Directors authorizing the execution and<br> delivery of this Agreement, the issuance of the shares of Buyer Common Stock, the Note and<br> the consummation of the transactions contemplated hereby; and |
| --- | --- |
| (d) | such<br> other documents as the Company may reasonably request. |
| --- | --- |
ARTICLEIII
REPRESENTATIONSAND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby as follows:
Section3.1 Organization and Good Standing. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the Michigan. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.
Section3.2 Authorization; Enforceability. The Seller has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by the Seller’s members and managers and no further consent or authorization is required. This Agreement has been duly executed and delivered by the Seller, and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Section3.3 No Conflicts. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Formation and Operating Agreement of the Seller, (b) violate or conflict with any Law applicable to the Seller, or (c) result in a breach of, or constitute a default under, any material contract or agreement to which the Seller is a party, except in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a Material Adverse Effect on the Seller.
Section3.4 No Litigation, Etc. There is no suit, action, or legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened against, affecting or which will affect, the property of the Seller.
Section3.5 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.
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Section3.6 Ownership of the Shares. The Seller is the record and beneficial owner of the Purchased Shares. The Seller holds the Purchased Shares free and clear of any Encumbrance, and has the absolute right to sell and transfer the Purchased Shares to the Buyer as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Purchased Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Purchased Shares free and clear of any Encumbrance, other than applicable securities laws.
Section3.7 Investment Intent. The Seller is acquiring the 1,850,000 shares of Buyer Common Stock, the Note and the shares of Buyer Common Stock issuable upon conversion of the Note (“Conversion Shares”, and together with the 1,850,000 shares of Buyer Common Stock, the “Shares”) being purchased pursuant to this Agreement for its own account and for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Shares except in compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, and applicable securities laws.
Section3.8 Disclosure of Information. The Seller has access to all the reports filed by the Buyer with the SEC and has had an opportunity to ask questions of Buyer and its representatives.
Section3.9 Restricted Stock. The Seller understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein. The Seller understands that the Shares constitute “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller must hold the 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.
Section3.10 Qualifications. The Seller is an accredited investor, as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act. The Seller is (i) experienced in making investments in companies such as the Buyer, (ii) able, by reason of its business and financial experience and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates) to protect its own interests in connection with the receipt of the Shares and (iii) able to afford the entire loss of its investment in the Shares.
Section3.11 Legend. The Seller understands that all certificates representing securities of Buyer received by it pursuant to this Agreement shall bear the following legend, or one substantially similar thereto:
“The securities represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for those shares under the Securities Act of 1933, as amended, or an opinion satisfactory to the Company’s counsel that registration is not required under said Act.”
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ARTICLEIV
REPRESENTATIONSAND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Buyer, as an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, as follows:
Section4.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on the Company.
Section4.2 Authorization; Enforceability. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Purchased Shares in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and shareholders, and no further consent or authorization is required. This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Section4.3 Capitalization. The Seller is the sole owner of the Company’s authorized and issued share capital, and there are no outstanding options, warrants, convertible securities or other rights to acquire shares of the Company. All issued and outstanding shares of the Company have been duly authorized, validly issued, fully paid and non-assessable. The Purchased Shares are duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Encumbrances, other than restrictions on transfer under applicable securities laws.
Section4.4 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the articles of association or other organizational documents of the Company, (b) violate or conflict with any Law applicable to the Company, or (c) result in a breach of, or constitute a default under, any material contract or agreement to which the Company is a party, except in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a Material Adverse Effect on the Company.
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Section4.5 Financial Statements. The Company has delivered to the Buyer complete and accurate copies of the Company’s audited financial statements for the fiscal years ended December 31, 2024 and December 31, 2023, and unaudited financial statements for the period ended [DATE], 2025 (collectively, the “Financial Statements”). The Financial Statements (a) were prepared in accordance with International Financial Reporting Standards (“IFRS”) consistently applied throughout the periods covered thereby, and (b) fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended.
Section4.6 No Undisclosed Liabilities. The Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet prepared in accordance with IFRS, except for (a) liabilities reflected or reserved against in the most recent balance sheet included in the Financial Statements, (b) liabilities incurred in the ordinary course of business since the date of such balance sheet, and (c) liabilities that would not, individually or in the aggregate, be material to the Company.
Section4.7 Absence of Changes. Since the date of the most recent balance sheet included in the Financial Statements, (a) there has not been any Material Adverse Effect on the Company, and (b) the Company has conducted its business in the ordinary course consistent with past practice.
Section4.8 Intellectual Property. The Company owns or has the right to use all intellectual property necessary for the conduct of its business as presently conducted. To the Knowledge of the Company, the Company’s conduct of its business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third party.
Section4.9 Compliance with Laws. The Company is in compliance with all applicable Laws, including, without limitation, all Israeli defense export control laws and regulations, except where the failure to comply would not have a Material Adverse Effect on the Company.
Section4.10 Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the Knowledge of the Company, threatened against the Company that would have a Material Adverse Effect on the Company or that seeks to prevent or delay the consummation of the transactions contemplated hereby.
Section4.11 Tax Matters. The Company has timely filed all material tax returns required to be filed and has paid all taxes due and owing. There are no pending or, to the Knowledge of the Company, threatened audits, investigations or claims for or relating to any liability in respect of taxes.
Section4.12 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
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ARTICLEV
REPRESENTATIONSAND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
Section5.1 Organization and Good Standing. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.
Section5.2 Authorization; Enforceability. The Buyer has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the 1,850,000 shares of Buyer Common Stock, the Note and upon conversion of the Note, the Shares (collectively, the “Buyer Securities”) in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by the Buyer’s Board of Directors and no further consent or authorization is required. This Agreement has been duly executed and delivered by the Buyer, and constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
Section5.3 Capitalization. The Buyer has sufficient authorized but unissued shares of Buyer Common Stock available for issuance to the Company of the Buyer Securities. Upon issuance in accordance with this Agreement, the Buyer Securities will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Encumbrances, other than restrictions on transfer under applicable securities laws.
Section5.4 No Conflicts. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws of the Buyer, (b) violate or conflict with any Law applicable to the Buyer, (c) result in a breach of, or constitute a default under, any material contract or agreement to which the Buyer is a party, or (d) violate or conflict with any applicable rules or regulations of The Nasdaq Stock Market LLC, except in each case of clauses (b) and (c), where such violation, conflict, breach or default would not have a Material Adverse Effect on the Buyer.
Section5.5 SEC Filings. The Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by the Buyer with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.
Section5.6 Nasdaq Listing. The Buyer Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “NUKK.” The Buyer is in compliance in all material respects with the applicable listing and corporate governance rules of The Nasdaq Stock Market LLC. The issuance of the Purchase Price Shares does not require stockholder approval under Nasdaq Listing Rule 5635.
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Section5.7 No Material Adverse Effect. Since the date of the most recent audited financial statements included in the SEC Reports, there has not been any Material Adverse Effect on the Buyer.
Section5.8 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.
ARTICLEVI
INDEMNIFICATION
Section6.1 Indemnification by the Seller. Subject to the limitations set forth in this Article VI, the Seller shall indemnify and hold harmless the Buyer and its officers, directors, employees, agents and Affiliates (collectively, the “Buyer Indemnitees”) from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting from (a) any breach of any representation or warranty of the Seller or the Company contained in this Agreement, or (b) any breach of any covenant or agreement of the Seller or the Company contained in this Agreement.
Section6.2 Indemnification by the Buyer. Subject to the limitations set forth in this Article VI, the Buyer shall indemnify and hold harmless the Seller and its officers, directors, employees, agents and Affiliates (collectively, the “Seller Indemnitees”) from and against any and all Losses arising out of or resulting from (a) any breach of any representation or warranty of the Buyer contained in this Agreement, or (b) any breach of any covenant or agreement of the Buyer contained in this Agreement.
Section6.3 Survival. The representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of twenty-four (24) months following the Closing Date
ARTICLEVII
MISCELLANEOUS
Section7.1 Expenses. Except as otherwise expressly provided herein, each Party shall be responsible for the payment of the expenses incurred by such Party in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.
Section7.2 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail, (c) one (1) Business Day after being sent by a nationally recognized overnight courier, or (d) five (5) Business Days after being mailed by registered or certified mail, return receipt requested, postage prepaid, to the Parties at their respective addresses set forth on the signature pages hereto (or to such other address as a Party may designate by notice to the other Parties).
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Section7.3 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.
Section7.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflicts of law principles.
Section7.5 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall first be submitted to mediation in Tel Aviv, Israel. If such dispute is not resolved through mediation within sixty (60) days, the dispute shall be finally resolved by the competent courts of Tel Aviv-Jaffa, Israel, applying the laws of the State of Israel.
Section7.6 Amendment and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument signed by all of the Parties. Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof, but only by a written instrument signed by such Party.
Section7.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties’ intent in entering into this Agreement.
Section7.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section7.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section7.10 Further Assurances. Each Party shall execute and deliver such additional documents, instruments and conveyances and shall take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the date first written above.
| BUYER: | |
|---|---|
| NUKKLEUS INC. | |
| By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom |
| Title: | Chief Executive Officer |
Address:
575 Fifth Avenue, 14th Floor
New York, New York 10017
| COMPANY: | |
|---|---|
| NIMBUS DRONES TECHNOLOGIES AND MARKETING LTD. | |
| By: | /s/ Elad Shohat |
| Name: | Elad Shohat |
| Title: |
Address:
8 HaGavish St
Netanya, Israel
| ELAD DEFENSE LLC | |
|---|---|
| By: | /s/ Elad Shohat |
| Name: | Elad Shohat |
| Title: | |
| Address: | |
| --- |
Exhibit99.1
NukkleusInc. Acquires Nimbus Drones Technologies, an Israeli UAV and Counter-UAS Company
Acquisitionexpands Nukkleus’ portfolio into unmanned aerial systems sector
NEWYORK, NY and TEL AVIV, Israel - January 15, 2026 - Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and developer of high-potential businesses in the Aerospace and Defense (A&D) sector, today announced that it has acquired 100% of Nimbus Drones Technologies and Marketing Ltd. (“Nimbus”), an Israeli private company specializing in professional unmanned aerial systems and services.
In consideration for Nimbus, Nukkleus issued 1,850,000 shares of its common stock, and a $3.25 million 24 month convertible note (the “Note”) in exchange for a 100% equity interest in Nimbus on a fully-diluted basis. The Note is convertible at a fixed price of $2.00 per share. According to Nimbus, revenues for FY 2025 were approximately $940,000.
Menny Shalom, CEO of Nukkleus, stated, “The acquisition of Nimbus represents another milestone for Nukkleus as it has significantly strengthened our growing defense technology portfolio. The unmanned aerial systems sector continues to see significant demand globally, and Nimbus’s expertise in both UAV operations and counter-UAS technology positions them well in this market. We look forward to working with the Nimbus team to explore opportunities to leverage their capabilities within our broader platform.”
Nukkleus aims to build and operate a cluster of drone companies and technologies that would leverage the increasing global demand for robotic and drone solutions.
AboutNimbus Drones Technologies
Nimbus is an Israeli aerospace robotics company established in 2024 that specializes in the design, production and operation of fully customized unmanned aerial systems for professional applications in critical industries and services. Headquartered in Netanya, Israel, Nimbus provides comprehensive UAV solutions including drone systems sales and maintenance, mapping and surveying services, aerial imaging, red-team simulation for defense exercises, counter-UAS research and development, and certified flight training programs. Nimbus serves a diverse customer base across defense, public sector, commercial, and agricultural industries.
AboutNukkleus 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 US, 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.
CautionaryNote Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding the Company’s expectations with respect to the acquisition. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the parties may not execute a definitive agreement on mutually acceptable terms or at all, that conditions to closing may not be satisfied, and that the transaction may not close on the anticipated timeline or at all. 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 Contacts:
TheEquity Group Inc.
Lena Cati
Tel: +1 212 836-9611
lcati@theequitygroup.com
Val Ferraro
Tel: +1 212 836-9612
vferraro@theequitygroup.com
CompanyContact:
NukkleusInc.
575 Fifth Avenue, 14th Floor
New York, New York 10017
Tel: +1 (212) 791-4663
info@nukk.com
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