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): September 26, 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 Avenue, 14th Floor
New York, New York 10017
(Address of principal executive offices)
646-257-4214
(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 September 26, 2025, Nukkleus Inc. (the “Company”) received written confirmation from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it regained compliance with the minimum market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Rule”). Consequently, the Company is now in compliance with the Market Value Rule and this matter has been closed.
As previously disclosed, on August 28, 2025, the Company received a notification letter from Nasdaq indicating that the Company was not in compliance with the Market Value Rule because the Company had failed to maintain a minimum market value of listed securities of $50,000,000 over the previous 10 consecutive business days as required by The Nasdaq Global Market. The Company had been provided a compliance period of 180 calendar days, or until February 24, 2026, to regain compliance.
Nasdaq’s September 26, 2025 letter confirmed that, for the last 10 consecutive business days from September 15, 2025 to September 26, 2025, the Company’s market value of listed securities had been $50,000,000 or greater. As a result, the Company has demonstrated compliance with the Market Value Rule, and Nasdaq has determined that the Company has regained compliance.
On September 29, 2025, the Company issued a press release announcing that it regained compliance with the Market Value Rule. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company is pleased to have achieved this important milestone well ahead of the February 2026 compliance deadline.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated September 29, 2025 | |
| 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: September 29, 2025 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
Exhibit 99.1

Nukkleus Inc. Regains Full Nasdaq Compliance
Company’s recent private placement and $250million line of equity strengthen its balance sheet and supports growth strategy
New York, NY – September 29, 2025 – Nukkleus Inc. (Nasdaq: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-growth businesses in the Aerospace and Defense (A&D) industry, today announced that it has regained full compliance with the Nasdaq Global Market’s minimum market capitalization requirement. The Company believes that this milestone, together with its recently announced $10 million PIPE and $250 million line of equity, positions the Company for continued growth.
The recently disclosed private placement significantly strengthens the Company’s balance sheet and market capitalization, reaffirming its ability to maintain Nasdaq standards. This compliance achievement, combined with Nukkleus’ addition to the Russell Microcap Index, is expected to enhance the Company’s visibility and credibility with the investment community.
The Company believes the resolution of the Nasdaq deficiency note will help address concerns previously expressed by institutional investors regarding compliance-related risks. Additionally, maintaining Nasdaq compliance and index inclusion is expected to attract enhanced analyst coverage, providing greater market transparency and research support for current and prospective investors.
The private placement is also expected to enable Nukkleus to accelerate its strategic acquisition program in the A&D sector and advance its European expansion plans, once the registration is declared effective. With greater financial flexibility, the Company is positioned to identify and scale high-potential businesses while continuing to deliver consistent, long-term value to shareholders. Nukkleus’ strengthened financial position underscores its operational resilience and strategic focus on building a diversified, innovation-driven A&D platform designed to generate sustainable growth and measurable returns.
“The successful resolution of our compliance matters, coupled with our Russell Microcap Index inclusion and the strong institutional interest we’re seeing, marks a pivotal moment for Nukkleus,” said Menny Shalom, Chief Executive Officer of Nukkleus Inc. “The planned $250 million equity line, which will only be available upon the effectiveness of the related registration statement, further supports our growth and acquisition strategy. Together, these developments strengthen investor confidence and positions us to execute on our acquisition pipeline while delivering exceptional value to our stakeholders.”
About Nukkleus 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.
Forward Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts, including, but not limited to, statements related to the ability to raise capital as a result of the execution of the credit line agreement and the ability for the Company to utilize the financing to fund acquisitions and business expansion and statements are “forward-looking statements” within the meaning of federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “hopes”, “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 including, but not limited to, the risk that the Company may never draw down on the equity line, the risk that the registration statement for the equity line will not be declared effective, the risk that the acquisitions may not be completed on the terms or in the time frame expected by the company, unexpected costs, charges or expenses resulting from the acquisitions, the ability of the company to implement its business strategy, uncertainty regarding third-party market projections, market volatility, competition, litigation, and those other risks described under “Risk Factors” in Nukkleus’ 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:
Investor Relations (US)
Lena Cati
Tel: +1 212 836-9611
lcati@theequitygroup.com
Val Ferraro
Tel: +1 212 836-9612
vferraro@theequitygroup.com