NUKKW Nukkleus Inc

 

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): June 11, 2024

 

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)

 

525 Washington Blvd.

Jersey City, New Jersey 07310

(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 $11.50 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 Definitive Agreement.

 

On June 11, 2024 (the “Effective Date”), Nukkleus Inc. (the “Company”) issued a Senior Unsecured Promissory Note (the “Note”) in the principal amount of $312,500 to X Group Fund of Funds, a Michigan limited partnership (the “Lender”) in consideration of cash proceeds in the amount of $250,000. The Note bears interest of 12.0% per annum and is due and payable six months after issuance. As an additional inducement to provide the loan as outlined under the Note, the Company issued the Lender a Stock Purchase Warrant (“Warrant”) to acquire 1,200,000 shares of common stock at a per share price of $0.25 for a term of five years that may be exercised on a cash or cashless basis. The Lender shall have the right to convert the principal and interest payable under the Note into shares of common stock of the Company at a per share conversion price of $0.25.

 

The Company and the Lender also entered into a Restructuring Agreement providing that, among other items, the Lender, in its sole discretion, will have the right for a period for six months from the Effective Date (the “Investment Period”), to lend the Company an additional $500,000 in consideration of a convertible promissory note that will have a term of two years, bear interest at 12% and will convert into shares of common stock at a per share price of $0.25. During the Investment Period, the Company may not incur additional debt or enter into any equity financing arrangement without the written consent of the Lender. The Company has agreed, in its good faith, to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd. (“Digital”) to Digital’s current management team led by Jamie Khurshid subject to approval of the Company’s Board of Directors and shareholders and subject to compliance with all federal, state and Nasdaq rules. The Lender will provide an additional $50,000 no later than June 18, 2024, with such funds to be disbursed as agreed between the Company and the Lender.

 

Further, during the Investment Period, the Lender, without any additional compensation, will be exclusive advisor to the Company with respect to potential acquisitions by the Company and the Company will use its reasonable best efforts to consider all proposals by the Lender. Any such acquisition proposal provided by the Lender will be subject to the Lender and such party entering a definitive binding agreement and the Board of Directors and shareholders of the Company approving such acquisition.

 

In order to induce the Lender to provide the loan contemplated pursuant to the Note, Emil Assentato entered into a Voting Agreement with the Company and the Lender agreeing to vote his shares in support of any transaction provided by the Lender. The Company and the Lender have agreed that 100% of all loan balances including loans payable to Emil Assentato by the Company will be recorded on the books of the Company as a bona fide debt of the Company, of which 30% of such debt will be paid within nine (9) months of the Effective Date and the balance to be repaid within twenty-four (24) months of the Effective Date.

 

The foregoing descriptions of the Note, Warrant, Restructuring Agreement and Voting Agreement are note complete and are qualified in their entirety by reference to the full text of the Note, Warrant, Restructuring Agreement and Voting Agreement, copies of which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

 

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

 

The issuance of the Note and Warrant, and the shares of common stock issuable upon conversion of the Note and upon exercise of the Warrant, respectively, are exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.  The Lender is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Pursuant to the terms of the Restructuing Agreement, the Company agreed to appoint Reuven Yeganeh and Anastasiia Kotaieva within one day of the Effective Date, and Ora Soffer, or another qualified director, following the filing of the Form 10-K, each of whom shall be considered independent directors of the Company. The appointment of Mr. Yeganeh and Ms. Kotaieva were effective as of June 13, 2024.

 

Mr. Yeganeh is an experienced business manager with specific experience in managing funds and a demonstrated history of working in the financial services industry. Since 2021, Mr. Yeganeh has served as a derivatives trader for Inbar Group Finance Ltd. From 2018 to 2021, Mr. Yeganeh was the Chairman of the Board of Directors of Fantazy Network (market: TASE: WILK), which specialized in cannabis investments, and from April 2012 to 2018 was the Chairman of the Board of Directors of Direct Capital (TASE: DCI-M), which was engaged in real estate investments. Prior to 2012, Mr. Yeganeh worked for various investment companies providing managing investment strategy. Further, from 1998 through 2001, Mr. Yeganeh served as a Non-Commissioned Officer it the Israeli Air Force. Mr. Yeganeh received a BA degree in Economics and Administration specializing in finance from Ruppin College, Israel in 2004 and a license to manage investment portfolios from the Israeli Securities Authority in 2006.

 

Ms. Kotaieva is an established business manager and entrepreneur. Ms. Kotaieva, since January 2022 to present, has owned and operated Ali Finance, which provides services to clients in the real estate industry as well as the stock market. From February 2019 through November 2021, Ms. Kotaieva served as an analyst for Menora, an insurance company, providing diligence and analyst services. Ms. Kotaieva served as an Account Manager for BSV, a private water well drilling company from January 2015 to October 2018. Ms. Kotaieva received a Bachelors and Masters degree in Economics from Krok University in Kyiv, Ukraine.

 

Except as set forth under the Restructuring Agreement, there are no arrangements or understandings between Mr. Yeganeh and Ms. Kotaieva and any other persons pursuant to which they were selected as directors. Neither Mr. Yeganeh nor Ms. Kotaieva has any family relationship with any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. Neither Mr. Yeganeh nor Ms. Kotaieva has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

Item 8.01 Other Information.

 

The Company, through its wholly owned subsidiary, provides software and technology solutions for the worldwide retail foreign exchange trading industry. The Company’s primary customer is Triton Capital Markets Ltd. (“TCM”) (formerly known as FXDD Malta Limited). Emil Assentato, CEO and a director of the Company, is also the majority member of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc. (“DMA”). Mr. Assentato is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM. In order to define the services rendered to TCM, Nukkleus Limited, a wholly-owned subsidiary of the Company, entered into a General Services Agreement (“GSA”) with TCM in May 2016. The GSA provides that TCM will pay Nukkleus Limited a minimum of $1,600,000 per month. Due to non-payment by TCM under the GSA, the Company has advised TCM that the GSA has been terminated. The Company has historically generated substantially most of its revenue through the services rendered under the GSA.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Exhibit Description
4.1		Senior Unsecured Promissory Note dated June 11, 2024 issued to X Group Fund of Funds
4.2		Common Stock Purchase Warrant issued to X Group Fund of Funds
10.1		Restructuring Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds
10.2		Voting Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: June 17, 2024	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	Chief Executive Officer

 

 

4

 

Exhibit 4.1

 

SENIOR UNSECURED PROMISSORY NOTE

 

USD $312,500
June 11, 2024
Jersey City, New Jersey

 

For value received, Nukkleus Inc., a Delaware corporation (the “Company”), promises to pay to X Group Fund of Funds, Limited Partnership (the “Noteholder”) the principal sum of THREE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS (USD $312,500) together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below.

 

This Senior Unsecured Promissory Note (this “Note”) carries an original issue discount of USD $62,500 (the “OID”). The Purchase Price of this Note shall be USD $250,000 computed by deducting the OID from the initial principal balance. The net amount to be received by the Company shall be USD $250,000.

 

1. Repayment. All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of this Note shall be due and payable six (6) months from the date of issuance (the “Maturity Date”).

 

2. Interest Rate. The outstanding principal balance of this Note will accrue simple interest at the rate of Twelve Percent (12.0%) per annum (computed on the basis of a 365-day year), commencing on the date hereof. Accrued interest will be payable and due on the Maturity Date, unless this Note is accelerated in accordance with its terms. 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 Twenty-Four (24.0%) 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 New Jersey.

 

3. Maturity. Unless this Note has been previously satisfied, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date.

 

4. Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by Noteholder in enforcing and collecting this Note.

 

5. Prepayment. The Company may prepay this Note prior to the Maturity Date.

 

6. Additional Equity Consideration.

 

(a) As an additional inducement to provide the loan as outlined under this Note, the Company has agreed that it issue Noteholder a Common Stock Purchase Warrant, in the form attached hereto as Exhibit A.

 

(b) The Noteholder, shall have the right to convert (the “Conversion”) the principal and interest payable under this Note into shares of common stock of the Company at a per share conversion price of $0.25.

 

 

7. Default. If there shall be any Event of Default hereunder, at the option and upon the declaration of the Noteholder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Section 7(c) or 7(d)), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an Event of Default:

 

(a) The Company fails to pay timely any of the principal amount due under this Note of the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable provided that the Company will have thirty (30) days after such event to cure such non-payment (the “Cure Period”);

 

(b) The Company shall breach or default under any representation, warranty, covenant or condition contained in this Note or any other document or agreement contemplated or executed in connection with this Note;

 

(c) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

 

(d) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect), or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company.

 

8. Notice. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, or (b) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be addressed as follows:

 

To Noteholder: To the address set forth on the signature page below

 

To the Company: Nukkleus Inc., 525 Washington Blvd., Jersey City, NJ 07310

 

or to such other address as the Company or the Noteholder, as applicable, may designate by ten (10) days advance notice to the other party hereto.

 

9. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

 

10. Governing Law. This Note shall be governed by and construed under the laws of the State of New Jersey, and for all purposes will be construed in accordance with the laws of New Jersey, without regard to principles of conflicts of law.

 

11. Modification; Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Noteholder.

 

12. Assignment. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, each of the parties has executed, or has caused a duly authorized representative to execute, this Note as of the date and year first above written.

 

THE COMPANY: Nukkleus Inc.
Signature: By:	/s/ Emil Assentato
Name:	Emil Assentato
Title:	CEO

 

THE NOTEHOLDER: X Group Fund of Funds, Limited Partnership
Signature: By:	/s/ Anastasiia Kotaieva
Name:	Anastasiia Kotaieva
Title:	Owner
ADDRESS:

 

[SIGNATURE PAGE TO PROMISSORY NOTE]

 

 

3

 

Exhibit 4.2

 

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
	1,200,000
	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 Nukkleus Inc., 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:	June 11, 2024
	(b)	Holder:	X Group Fund of Funds, Limited Partnership
	(c)	Holder Address:
	(d)	Number of Warrant Shares:	1,200,000
	(e)	Exercise Price:	$0.25
	(f)	Expiration Date:	June 11, 2029

 

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; Issuance of Shares; Payment for Shares.

 

(a) (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. 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. The Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, in which the Holder shall be entitled to receive a number of Warrant Shares computed using the following formula:

 

X = Y (A-B)

      A

Where

 

X =

the number of Shares to be issued to Holder.

 

Y =

the number of Warrant Shares that the Holderelects to purchase under this Warrant (at the date of such calculation).

 

A =

the Market Price (at the date of such calculation) which means the closing price of the Common Stock on the day immediately preceeding the delivery of the exercise notice by the Holder to the Company

 

B =

Exercise Price (as adjusted to the date of such calculation).

 

(b) 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. 

 

(c) 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 BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (II) UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT 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.

 

 

(d) Notwithstanding anything in this Warrant to the contrary, in no event shall the Holder be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and 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) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without the written consent of the Holder and the Company.

 

2. Period of 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 (f) under “Warrant Details” above (the “Exercise Period”).

 

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

 

(a) Shares to be Fully 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 of Shares. 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 and Assigns. 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. Adjustment Provisions. 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 or Combination 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 in Number 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. Issue Tax. 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. No Rights 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 on Transfer. 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 Exchangeable for 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 of Warrant. 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 Transfer Without 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. Governing Law. This Warrant shall be enforced, governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws. The parties hereto hereby submit to the exclusive jurisdiction of the courts, Federal and State located in New York County, New York with respect to any dispute arising under this Warrant, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby. Both parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Both parties further agree that service of process upon a party mailed by first class mail shall be deemed in every respect effective service of process upon the party in any such suit or proceeding. Nothing herein shall affect either party’s right to serve process in any other manner permitted by law. The party which does not prevail in any dispute arising under this Warrant shall be responsible for all fees and expenses, including attorneys’ fees, incurred by the prevailing party in connection with such dispute.

 

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:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

 

 

FORM OF NOTICE OF EXERCISE

 

Dated: ________ __, 20__

 

To:	Nukkleus Inc. 525 Washington Blvd. Jersey City, New Jersey 07310
	Attn: CEO

 

The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Nukkleus Inc., a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1. Form of Exercise Price. The Buyer intends that payment of the Exercise Price shall be made as (check one):

 

☐ a cash exercise with respect to _________________ Warrant Shares; or

 

☐ by cashless exercise pursuant to the Warrant.

 

2. Payment of Exercise Price. If cash exercise is selected above, the Buyer shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

 

3. Delivery of Warrant Shares. The Company shall deliver to the Buyer __________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date: ______________________

 

	Name:
	Signature:
	Address:
	Note:	The above signature should correspond exactly with the name on the face of the within Warrant, if applicable.

 

 

7

Exhibit 10.1

 

RESTRUCTURING AGREEMENT

 

This RESTRUCTURING AGREEMENT (this “Agreement”) dated as of June 11, 2024 (the “Effective Date”) is entered into by and among Nukkleus Inc., a Delaware corporation (“Nukk”) and X Group Fund of Funds, a Michigan limited partnership (“X Group” and together with Nukk the “Parties”).

 

RECITALS

 

WHEREAS, Nukk is listed on the Nasdaq Global Market under the symbol “NUKK”;

 

WHEREAS, Nukk is currently deficient in its reports required to be filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended;

 

WHEREAS, Nukk has received multiple deficiency notices from Nasdaq indicating that it is not in compliance with multiple listing standards; and

 

WHEREAS, Nukk is presently in need of capital to pay its employees and its service providers and pay various outstanding liabilities; and

 

WHEREAS, X Group has agreed to loan Nukk $300,000 subject to various conditions outlined herein,

 

NOW THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Loan. X Group hereby agrees to provide Nukk a loan in the amount of $375,000 with 20% OID (Net amount is $300,000) pursuant to the terms set forth in the Form of Senior Unsecured Promissory Note attached hereto as Exhibit A. The initial USD $250,000, which has been funded to the escrow account of Fleming PLLC, will be disbursed as of the date hereof, in accordance with the Disbursement Memorandum attached hereto as Exhibit B. An additional USD $50,000 will be wired to the escrow account of Fleming PLLC no later than June 14, 2024 and shall thereafter be disbursed pursuant to a Disbursement Memorandum to be signed by Nukk and X Group.

 

2. Further Investment. X Group, in its sole discretion, will have the right for a period for six months from the Effective Date (the “Investment Period”), to lend Nukk an additional $500,000 in consideration of a convertible promissory note that will have a term of two years, bear interest at 12% and will convert into shares of common stock at a per share price of $0.25. During the Investment Period, Nukk may not incur additional debt or enter into any equity financing arrangement without the written consent of X Group.

 

 

Nukk hereby represents and clarifies that as of the day of this Agreement there is no other convertible note issued to any third party provided that Nukk issued a Promissory Note to Daniel Reshef on April 30, 2024 providing for the issuance of shares of common stock of Nukk upon the occurrence of various events of default.

 

3. Board of Directors. Within one (1) business day of the Effective Date, the Board of Directors and the Governance Committee of the Company will nominate and appoint Reuven Yeganeh and Anastasia Kotaieva who shall be considered independent by the Board of Directors pursuant to the rules of Nasdaq. After the filing of the Form 10-K for the year ended September 30, 2023 (the “10K Filing”), Nukk will pay Mr. Assentato USD $10,000 as a bonus for services rendered and $10,000 for reimbursement for expenses advanced by Mr. Assentato on Nukk’s behalf in consideration of the waiver and release of any claims with certain exceptions the Mr. Assentato had or may have against Nukk, its officers and directors, its subsidiaries or any of its representatives or agents. Following the 10K Filing, the Board of Directors and the Governance Committee of the Company will nominate and appoint Ora Sofer who shall be considered independent by the Board of Directors pursuant to the rules of Nasdaq.

 

4. Corporate Restructuring. Nukk will in good faith negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd. (“Digital”) to Digital’s current management team led by Jamie Khurshid subject to approval of Nukk’s Board of Directors and shareholders and subject to compliance with all federal, state and Nasdaq rules. As further consideration for the sale of Digital, the parties will agree to a full release of all claims against such other party including the affiliates of such party. Upon closing of the sale of Digital, Nukk shall indemnify the Digital management team and affiliates to the fullest extent possible under the relevant jurisdiction against any and all claims, losses costs and expenses they may incur in relation to any claims brought against any of them by or on behalf of or as successor to Nukk.

 

During the Investment Period, X Group, without any additional compensation, will be exclusive advisor to Nukk with respect to additional financing and potential acquisitions by Nukk and Nukk will use its reasonable best efforts to consider all proposals by X Group. For clarification, Nukk will not consider other financing or acquisition proposals from third parties. Any such acquisition proposal provided by X Group will be subject to Nukk and such party entering a definitive binding agreement and the Board of Directors and shareholders of Nukk and the other party approving such acquisition.

 

Nukk undertakes to file its Form 10K for the year ended September 30, 2024 within 10 business days of the Effective Date which may be extended by the Parties written mutual agreement.

 

5. Voting Agreement. In order to induce X Group to provide the loan set forth in Section 1 of this Agreement, on the Effective Date, Emil Assentato will enter into a Voting Agreement with X Group and Nukk, a copy of which is attached hereto as Exhibit C.

 

6. Assentato Debt. The parties have hereby agreed that 100% of all loan balances including loans payable to Emil Assentato by Nukk will be recorded on the books of Nukk as a bona fide debt of Nukk of which 30% of such debt will be paid within nine (9) months of the Effective Date and the balance to be repaid within twenty four (24) months of the Effective Date.

 

7. Litigation Waiver. As of the Effective Date, the parties have hereby agreed, to waive all claims, one against the other, and have agreed not to commence any litigation, in any jurisdiction, in regards to any past understandings, oral or written, or regarding the terms of this Agreement. the parties have agreed for all time, to waive all claims, one against the other.

 

(The remainder of this page has been intentionally left blank.)

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written.

 

	Nukkleus Inc.
	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	CEO
	X Group Fund of Funds, limited partnership
	By:	/s/ Anastasiia Kotaieva
	Name:	Anastasiia Kotaieva
	Title:	Owners

 

 

3

 

Exhibit 10.2

 

VOTING AGREEMENT

 

Dated as of June 11, 2024

 

This Voting Agreement, dated as of the date first set forth above (this “Agreement”), is entered into by and between X Group Fund of Funds, a Michigan limited partnership (“Buyer”), Nukkleus Inc., a Delaware corporation (the “Company”), and the shareholder of the Company whose name appears on the signature pages of this Agreement (“Company Shareholder”). Buyer, the Company and the Company Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties”.

 

WHEREAS, Buyer and the Company have entered into that certain Senior Unsecured Promissory Note (the “NOTE”), a copy of which has been made available to the Company Shareholder;

 

WHEREAS, as of the date hereof, Company Shareholder owns of record the number of equity securities of the Company as set forth below on the signature page hereof (the “Securities”); and

 

WHEREAS, in order to induce Buyer to enter into the NOTE and to consummate the transactions as set forth therein (the “Transactions”), the Company Shareholder is executing and delivering this Agreement to Buyer and the Company.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Company Shareholder, Buyer and the Company hereby agrees as follows:

 

Section 1. Definitions. Defined terms used herein without definition shall have the meaning given in the NOTE.

 

Section 2. Agreement to Vote. Company Shareholder, by this Agreement, with respect to its Securities hereby agrees to vote (and agrees to execute such documents and certificates evidencing such agreement as Buyer or the Company may reasonably request in connection therewith), at any meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company, all of such Company Shareholder’s Securities in favor of the approval and adoption of any proposed merger acquisition as proposed by the Buyer and approved by the Board of Directors of the Company (the “Approval Matter”).

 

Section 3. Representations and Warranties. Company Shareholder, represents and warrants for and on behalf of itself to Buyer as follows:

 

(a) The execution, delivery and performance by Company Shareholder of this Agreement and the consummation by Company Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any law or other order applicable to the Company Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any lien on any Securities (other than pursuant to this Agreement) or (iv) conflict with or result in a breach of or constitute a default under any provision of the Company’s governing documents.

 

 

(b) The Company Shareholder has the power, authority and capacity to execute, deliver and perform this Agreement, and that this Agreement has been duly authorized, executed and delivered by the Company Shareholder.

 

Section 4. Termination. This Agreement and the obligations of Company Shareholder under this Agreement shall automatically terminate upon the earlier of (i) approval of the Approval Matter or (ii) one year form the date of this Agreement. Upon termination or expiration of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any Party from liability for any willful breach of this Agreement occurring prior to such termination of this Agreement.

 

Section 5. Miscellaneous.

 

(a) Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid. Any Party may change its address for notices hereunder upon notice to the other Parties in the manner for giving notices hereunder. Any notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three (3) Business Days after mailing, if sent by registered or certified mail. Notices to the Company or the Buyer shall be sent to the address as set forth in the NOTE. Notices to any Company Shareholder shall be sent to the address for notices as set forth on the signature pages hereto.

 

(b) Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

 

(c) Amendments; No Waivers.

 

(i) Other than as specifically set forth herein, this Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties.

 

(ii) Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

 

(iii) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

 

 

(d) No Consequential or Punitive Damages. Notwithstanding anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith, other than for any punitive damages actually ordered by a Governmental Authority and thereafter finally paid.

 

(e) Expenses. Unless otherwise contemplated or stipulated by this Agreement or the NOTE, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.

 

(f) Successors and Assigns; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

 

(g) Third-Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided herein, no director, officer, shareholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

 

(h) Governing Law; Etc.

This Agreement shall be deemed executed, delivered and performed in the State of New Jersey (“New Jersey”). This Agreement shall be solely and exclusively construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed solely and exclusively by the internal laws of New Jersey, without giving effect to any choice of law or conflict of law provision or rule (whether of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than New Jersey. The Company irrevocably and exclusively consents to and expressly agrees that binding arbitration in New Jersey conducted by the American Arbitration Association shall be their sole and exclusive remedy for any dispute arising out of or relating to the Agreement and that the arbitration shall be conducted via telephone or teleconference. The award and decision of the arbitrator shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

 

(i) Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.

 

 

(j) Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated herein are fulfilled to the extent possible.

 

(k) Entire Agreement. This Agreement, the NOTE and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

 

(l) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature such as www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed effective as of the Effective Date.

 

	Nukkleus Inc.
	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	Chairman and Chief Executive Officer
	X Group Fund of Funds, a Michigan limited partnership
	By:	/s/ Anastasiia Kotaieva
	Name:	Anastasiia Kotaieva
	Title:	Owner

 

(Company Shareholder signature appear on following pages)

 

 

Company Shareholder:

/s/ Emil Assentato

 

Shares of the Company Common Stock held: _____________

 

Address for notices:

 

_____________________________

_____________________________

_____________________________

_____________________________

_____________________________

Email: _____________________________

 

(Company Shareholder Signature Page to Voting Agreement)

 

 

 

v3.24.1.1.u2

Cover	Jun. 11, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	001-39341
Entity Registrant Name	NUKKLEUS INC.
Entity Central Index Key	0001787518
Entity Tax Identification Number	38-3912845
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Washington Blvd.
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
City Area Code	212
Local Phone Number	791-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NUKK
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Trading Symbol	NUKKW
Security Exchange Name	NASDAQ

---