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): January 16, 2025

 

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)

 

575 Fifth Ave, 14th floor

New York, New York 10017

(Address of principal executive offices)

 

212-791-4663

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NUKK		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share		NUKKW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

 

 

Item 8.01 Other Events

 

On January 15, 2025, Nukkleus Inc. (the “Company”) announced that it has regained compliance with the market value of listed securities requirement and the market value of publicly held shares requirement by the Nasdaq Stock Market (“Nasdaq”). As a result, the scheduled hearing before the Hearings Panel of Nasdaq to address the potential delisting of the Company’s securities has been cancelled.

 

The Company has been notified that its common stock will continue to be listed on Nasdaq under the symbol “NUKK” and the Company’s warrants continue to trade on Nasdaq under the symbol “NUKKW.”. The Company’s shares were previously subject to notice of potential delisting due to non-compliance with these requirements but have now met the necessary thresholds for compliance. The Company will continue to monitor its compliance with all listing standards of Nasdaq.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, including but not limited to, the Company’s ability to maintain compliance with listing standards, market conditions, and other factors. These statements are based on current expectations and actual results may differ materially.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Description
99.1		Press Release dated January 16, 2025
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: January 16, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Nukkleus Inc. Successfully Resolves Nasdaq Delisting Threat, Achieving Compliance Across All Key Parameters

 

NEW YORK, Jan. 16, 2025 /PRNewswire/ -- Nukkleus, Inc. (“Nukkleus” or the “Company”) (NASDAQ: NUKK) announced today that it has been notified on Jan.15, 2025 that it has regained compliance with the market value of listed securities requirement as outlined in Nasdaq Listing Rule 5450(b)(2)(A) and the market value of publicly held shares requirement as outlined in Nasdaq Listing Rule 5450(b)(2&3)(C).

 

As a result, Nasdaq has officially canceled the hearing scheduled for January 21, 2025, confirming that Nukkleus’s securities will continue to be listed and traded on The Nasdaq Stock Market. This milestone highlights Nukkleus’s commitment to meeting Nasdaq’s rigorous compliance standards and maintaining its position as a publicly traded entity.

 

Management of the COMpany believes this milestone underscores its effective resolution of all compliance matters with Nasdaq, allowing the Company to continue its pursuit of sustainable growth and delivering lasting value to its stakeholders.

 

About Nukkleus Inc.

 

Nukkleus, Inc. (NASDAQ: NUKK) is a Nasdaq company focused on innovative acquisition companies specializing in identifying, acquiring, and transforming high-potential businesses across key sectors, including defense, financial services, real estate, industrial, and technology. Focused on driving growth, innovation, and operational excellence, Nukkleus combines strategic investments with unparalleled expertise to foster collaboration and sustainable value creation. By leveraging market insights and advanced solutions, the company accelerates growth and ensures long-term success for its portfolio businesses, reshaping industries and delivering measurable returns for stakeholders.

 

Forward-Looking Statements

 

This press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements” within the meaning of federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “will,” “would,” “expect,” “intend,” “plan,” “objective,” or comparable terminology referencing future events, conditions or circumstances, or the negative of such terms. Although Nukkleus believes that it has a reasonable basis for the forward-looking statements contained in this press release, they are based on management’s current beliefs and expectations about future events and circumstances and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company’s control. 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

 

For more information, please contact:
YAIR OHAYON
CMO
Email: [e-mail]

Cover	Jan. 16, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2025
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	575 Fifth Ave, 14th floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
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 $92.00 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share
Trading Symbol	NUKKW
Security Exchange Name	NASDAQ

---