8-K: Nukkleus Inc. Appoints KPMG Member Firm as New Auditor

Nukkleus Inc. has dismissed GreenGrowth CPAs and appointed Somekh Chaikin, a member firm of KPMG International, as its new independent auditor effective January 14, 2026.

Summary

• Nukkleus Inc. (the "Company") dismissed GreenGrowth CPAs as its independent registered public accounting firm, effective January 14, 2026.
• The Company's Board of Directors approved GreenGrowth's dismissal.
• Somekh Chaikin, a member firm of KPMG International, was engaged as the Company's independent external auditors for the year ending December 31, 2025, also effective January 14, 2026.
• Stockholders approved Somekh Chaikin's appointment at the annual meeting held on November 6, 2025, subject to client acceptance procedures.
• GreenGrowth CPAs had served as the Company's independent auditors since November 2023.
• GreenGrowth's reports for the fiscal years ended December 31, 2024, September 30, 2024, and 2023, did not contain adverse opinions or disclaimers, nor were they qualified or modified, except for explanatory paragraphs regarding the Company's ability to continue as a going concern due to recurring losses from operations and a working capital deficit.
• There were no disagreements or reportable events with GreenGrowth during the specified periods.
• Neither the Company nor anyone on its behalf consulted with Somekh Chaikin regarding accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 4

Explanation: The change to a larger, more reputable auditing firm is a positive for corporate governance and financial credibility. However, the previous auditor's reports highlighted significant going concern issues (recurring losses and working capital deficit), which remain a concern for the company's financial health, leading to a slightly negative overall sentiment.

Positives

• The Company has engaged Somekh Chaikin, a member firm of KPMG International, which is a globally recognized and reputable auditing firm, potentially enhancing financial reporting credibility.
• There were no disagreements on accounting principles or practices, financial statement disclosure, or auditing scope or procedure with the outgoing auditor, GreenGrowth CPAs.
• No reportable events were identified with the outgoing auditor.

Negatives

• GreenGrowth CPAs' previous audit reports included explanatory paragraphs concerning the Company's ability to continue as a going concern, citing recurring losses from operations and a working capital deficit.

Risks

• Recurring losses from operations pose a significant challenge to the Company's financial stability and long-term viability.
• A working capital deficit indicates potential liquidity issues and challenges in meeting short-term obligations.
• The 'going concern' issue, as highlighted by the previous auditor, suggests fundamental financial health concerns that could impact future operations and investor confidence.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the administrative change in auditors and the ongoing client acceptance procedures for Somekh Chaikin.

Management Comments

• The Company's board of directors approved the dismissal of GreenGrowth CPAs.
• Menachem Shalom, Chief Executive Officer, signed the report on behalf of Nukkleus Inc.

Industry Context

Changes in independent auditors are a standard corporate governance practice. Moving to a larger, internationally recognized firm like a KPMG member firm can be perceived positively by the market, signaling a commitment to robust financial reporting and potentially preparing for future growth or increased scrutiny. However, the persistent 'going concern' flag from the previous auditor indicates underlying financial challenges that are not uncommon for smaller or developing companies, but remain a significant concern for investors.

Comparison to Industry Standards

• The engagement of Somekh Chaikin, a member firm of KPMG International, aligns with best practices for corporate governance and financial reporting quality, comparable to many established public companies that seek high-tier auditing services.
• The persistent 'going concern' issue, as noted by the previous auditor due to recurring losses and a working capital deficit, indicates financial health below the standard expected for a stable, publicly traded company, where sustained profitability and positive working capital are benchmarks for operational strength.

Corporate Governance

Stakeholder Impact

• Shareholders may view the appointment of a KPMG member firm positively for corporate governance and financial reporting quality, potentially increasing confidence in the audit process.
• However, the reiteration of the 'going concern' issue from previous audit reports may raise concerns among investors regarding the Company's long-term financial viability and investment risk.

Next Steps

• Completion of Somekh Chaikin's client acceptance procedures.

Key Dates

Recommendation

While the company has upgraded its independent auditor to a member firm of KPMG International, which can enhance financial credibility and governance, the previous auditor's reports consistently highlighted significant going concern issues due to recurring losses and a working capital deficit. This fundamental financial weakness remains unaddressed in this filing, suggesting a 'hold' position until further financial performance data or a clear path to profitability and solvency is demonstrated.

Keywords

Nukkleus Inc., auditor change, Form 8-K, independent accountant, GreenGrowth CPAs, Somekh Chaikin, KPMG, corporate governance, financial reporting, going concern, public accounting firm