Form 8-K - Current report

 

 

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 8, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On November 13, 2024, Nukkleus Inc. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that it will be delisted from The Nasdaq Global Market for failure to comply with Nasdaq Listing Rule 5450(b)(2)(C) providing for a market value of its publicly held shares of at least $15 million (“MVPHS Rule”) and Listing Rule 5450(b)(2)(A) providing for a market value of its listed securities of at least $50 million (“MVLS Rule” and together with the MVPHS Rule, the “Rules”). This Notice follows the initial notification of non-compliance provided by Nasdaq on May 16, 2024 providing the Company with 180 calendar days, or until November 12, 2024, to regain compliance with the Rules. Specifically, the Company has failed to maintain a minimum market value of publicly held shares of $15 million for 30 consecutive business days as required by the MVPHS Rule and a minimum market value of $50 million for 30 consecutive business days as required by the MVLS Rule.

 

The Company was provided a 180-calendar day period from the date of the initial notice on May 16, 2024, to regain compliance with the Rules. As the Company has not regained compliance within this period, Nasdaq has determined to delist the Company's securities from The Nasdaq Global Market.

 

The Company intends to appeal this determination to a Nasdaq Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company plans to submit a request for a hearing by November 20, 2024 as set forth in the Notice. This hearing request will stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel’s decision.

 

During the appeal process, the Company's common stock will continue to trade on The Nasdaq Global Market under the symbol NUKK and its warrants will continue to trade under the symbol NUKKW. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to regain compliance with the Rules.

 

The Company will continue to keep its shareholders and the public informed of any significant developments related to this matter through appropriate filings with the Securities and Exchange Commission and press releases as required by applicable laws and regulations.

 

Item 3.02 Unregistered Sales of Equity Securities.

  

On November 8, 2024, the Company entered into a Conversion Agreement (the "Conversion Agreement") with X Group Fund of Funds (“X Group”) to convert outstanding principal and interest totaling $771,085 (the “X Group Debt”) into shares of common stock of the Company. On November 14, 2024, the Company and X Group entered into a letter agreement pursuant to which it amended the terms of the Conversion Agreement and the Warrant issued in connection with the Conversion Agreement. Pursuant to the letter agreement, the shares of common stock to be issued under the Conversion Agreement were amended to be 319,952 shares of common stock of the Company and the exercise price of the Warrant was amended to be $2.41.

 

The offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
10.1		Letter Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 2024
104		Cover Page Interactive Data File (embedded within the InLine XBRL document)

 

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 15, 2024	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

 

2

 

 

 

Exhibit 10.1

 

Nukkleus Inc.

525 Washington Blvd.

Jersey City, New Jersey 07310

 

November 14, 2024

 

X Group Fund of Funds

22511 Telegraph, Suite 202

Southfield, MI 38033

 

Re: Conversion Agreement dated November 8, 2024

 

To whom it may concern:

 

Reference is hereby made to the Conversion Agreement dated November 8, 2024 between Nukkleus Inc. (the “Company”) and X Group Fund of Funds (the “Holder”). The parties hereby agree to amend the terms of the Conversion Agreement providing for the amendment of the per share purchase price to $2.41, which is above the Nasdaq consolidated closing bid price as of November 7, 2024, and the amendment of the Warrant dated November 8, 2024 (the “Warrant”) issued in connection with the Conversion Agreement to provide for an exercise price of $2.41. The following amendments to the Conversion Agreement and the Warrant will be effective as of November 8, 2024:

 

1.

The second WHEREAS clause of the Conversion Agreement shall be amended and restated as follows:

 

WHEREAS, the Holder desires that the Company exchange the Debt for 319,952 shares of common stock of the Company (the “Settlement Shares”) and a Warrant to acquire 351,424 of common stock of the Company exercisable for a term of five years at a per share of $2.41 (the “Warrant”) simultaneous upon the execution and delivery of this Agreement, and said parties have agreed to effectuate such exchange upon the terms and subject to the conditions set forth herein.

 

2.

Section (e) in the preamble of the Warrant shall be amended and restated as follows:

 

(e) Exercise Price $2.41

 

We kindly request that you execute below agreeing to the terms set forth herein.

 

	Sincerely,
	Nukkleus Inc.
	By:	/s/Menachem Shalom
	Name:	Menachem Shalom
	Title:	CEO

 

ACKNOWLEDGED AND AGREED:
X Group Fund of Funds
By:	/s/ Anastasiia Kotaieva
Name:	Anastasiia Kotaieva
Title:	Owner

 

 

Cover	Nov. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 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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