false 0001787518 0001787518 2024-11-25 2024-11-25 0001787518 NUKK:CommonStock0.0001ParValuePerShareMember 2024-11-25 2024-11-25 0001787518 NUKK:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember 2024-11-25 2024-11-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): November 25, 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 8.01. Other Events.

 

On October 24, 2024, Nukkleus Inc. (the “Company”) completed a one-for-eight reverse stock split of its common stock. In connection with the approval of the reverse stock split, the Company agreed that no fractional shares will be issued in connection with the reverse stock split and that it would issue one full share of the post-reverse stock split common stock to any stockholder who would have been entitled to receive a fractional share as a result of the process. On October 31, 2024, the Company received notice from DTCC on behalf of the brokerage firms that hold the shares of Company common stock held in “street name” that in connection with the foregoing rounding of shares the Company would need to issue 182,004 shares of common stock. The Company does not believe the number of shares being requested is correct based on the historical number of shareholders of its common stock and is aware of similar occurrences in recent months for other companies completing a reverse stock split. As such, the Company has begun an inquiry into the calculations set forth in the request. During the pendency of this inquiry, the Company does not intend to issue any shares in connection with the fractional shares being requested. The Company may face potential liability for its failure to issue the shares of common stock if it is determined that it is required to issue such shares.

 

1

 

 

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: November 25, 2024 By: /s/ Menachem Shalom
  Name:  Menachem Shalom
  Title: Chief Executive Officer

 

 

2

 

 

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Cover
Nov. 25, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 25, 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
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