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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, 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)
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 November 25, 2025, Nukkleus Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit 99.1 | Press Release dated November 25, 2025 | |
| Exhibit 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: November 25, 2025 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
For Immediate Release
Nukkleus Inc. Announces Date of the Special Meeting of Stockholders to Approve Acquisition of Star 26 Capital, Inc.
New York, NY and Tel Aviv, Israel – November 25, 2025 – Nukkleus Inc. (NASDAQ: NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced that it will hold a special meeting of stockholders on December 16, 2025, at 10:00 a.m. Eastern Time, to vote on the proposed acquisition of Star 26 Capital, Inc. (“Star 26”) and the related share issuance proposals. The meeting will be conducted virtually at www.virtualshareholdermeeting.com/NUKK2025SM.
Stockholders of the Company’s Common Stock of record as of the close of business on November 17, 2025, Eastern Time (the "Record Date") are entitled to receive notice of, attend, and vote at the special meeting or any adjournment thereof. The notice of the special meeting and definitive proxy materials, which describe the proposals to be submitted for stockholder approval, can be accessed from the SEC.gov website.
At the special meeting, stockholders of the Company’s Common Stock will be asked to vote to approve the proposed acquisition by Nukkleus of 100% of Star 26. Star 26 is a defense-focused acquisition company that owns:
| 1. | B. Rimon Agencies Ltd., a supplier of generators for the “iron dome” launcher system; |
| 2. | a majority interest in Water.OI Ltd., a company developing smart hydration technology; and, |
| 3. | a convertible loan issued to ITS Industrial Techno-logic Solutions, a provider of fully integrated electro-mechanical machinery, assembly lines, and custom motion systems. |
Stockholders of the Company’s Common Stock will also be asked to vote on the issuance of shares upon conversion of the Company’s outstanding Series A Convertible Preferred Stock and associated warrants previously issued to investors, as well as the issuance of shares in connection with the Company’s $250 million equity line of credit.
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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 U.S., 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.
For more information, please contact:
Investor Relations Contacts (US):
The Equity Group Inc.
Lena Cati
lcati@theequitygroup.com
+1 (212) 836-9611
Val Ferraro
vferraro@theequitygroup.com
+1 (212) 836-9633