S-1/A: Nukkleus Inc. Pivots to Defense Sector Amidst Financial Restructuring and Going Concern Doubts

Sentiment:

Registration Statement Amendment 9 July 2025 4:17 PM

Nukkleus Inc. is undergoing a significant strategic transformation, divesting its fintech operations to focus on the defense sector through the acquisition of Star 26 Capital Inc., despite persistent financial challenges and a going concern warning.

Delay expectedThe closing of the Star acquisition is subject to customary closing conditions, including regulatory approvals, third-party consents, and approval by Nukkleus's shareholders, which may cause delays.A promissory note from Star to Nukkleus for up to $3,000,000 is due on November 30, 2025, if the transactions contemplated by the Star Agreement are not consummated by that date, indicating a potential delay in closing or a financial consequence of non-consummation.

Capital raiseThe prospectus registers up to 4,391,662 shares of common stock for resale by selling stockholders, which includes shares issuable upon the exercise of pre-funded warrants and common warrants. While Nukkleus will not receive proceeds from the direct sale of these shares, it would receive approximately $14,999,994 if all warrants are exercised for cash.A private placement closed on December 20, 2024, where an accredited investor purchased 1,666,666 units for an aggregate purchase price of $10,000,000, consisting of common stock and warrants.Nukkleus previously entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD, allowing it to sell up to $10 million of common stock, with an initial $0.50 million advance, though this agreement was terminated on December 19, 2024.Nukkleus explicitly states its intention to finance future acquisitions primarily through additional equity and debt offerings.Star, the acquisition target, also expects to finance its acquisitions primarily through the public or private sale of its equity and debt securities.Star requires a minimum of $1.2 million in funding for the next 12 months to cover raw materials and working capital.

Worse than expectedThe reported net income of $102,958,139 for the three months ended March 31, 2025, is primarily a non-cash gain resulting from changes in the fair value of liability-classified stock purchase warrants ($104,278,287) and convertible note embedded derivatives ($567,413), rather than improved operational performance.The company's loss from operations for the three months ended March 31, 2025, was $(1,507,107), indicating ongoing operational unprofitability.Nukkleus has a significant working capital deficit of $(56,246,392) as of March 31, 2025.Management has explicitly stated that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern.Star, the primary acquisition target, reported a net loss of $(555,000) for the year ended December 31, 2024, a decline from a net income of $407,000 in 2023.Star's gross margin for the three months ended March 31, 2025, decreased to 18.6% from 38.5% in the prior-year period, primarily due to rising material prices.

Summary

Nukkleus Inc. is strategically shifting its business focus from financial technology (FX trading and blockchain-enabled payments) to the defense sector.
The company plans to acquire a controlling 51% interest in Star 26 Capital Inc., an Israeli defense acquisition company that owns B. Rimon Agencies Ltd., a supplier of generators for Iron Dome launchers and other defense products.
Nukkleus is divesting its Digital RFQ Limited (DRFQ) blockchain payment solutions subsidiary due to its historical net losses and the company's new strategic direction, with the sale consideration being GBP 1,000 (approximately $1,338).
For the three months ended March 31, 2025, Nukkleus reported a net income of $102,958,139, a substantial improvement from a net loss of $(2,429,417) in the prior-year period, primarily driven by non-cash gains from changes in fair value of liability-classified stock purchase warrants and derivative liabilities.
Despite the reported net income, Nukkleus continues to face significant financial challenges, including a working capital deficit of $(56,246,392) as of March 31, 2025, and recurring cash flow usage in operating activities.
Management has identified substantial doubt about Nukkleus's ability to continue as a going concern for at least one year from the financial statements' issuance date.
Star 26 Capital Inc., the acquisition target, reported a net income of $70,000 for the three months ended March 31, 2025, but a net loss of $(555,000) for the year ended December 31, 2024, despite its Rimon subsidiary's revenue growth.
The acquisition of Star involves an aggregate investment of $21,000,000, comprising a minimum of $5,000,000 in cash, a $16,000,000 promissory note, and the issuance of 2,385,170 shares of common stock and 6,907,859 stock purchase warrants.
A 1-for-8 reverse stock split of Nukkleus's common stock became effective on October 24, 2024.
Nukkleus's historical revenue was substantially dependent on a single customer, Triton Capital Markets Ltd. (TCM), which accounted for 81.2% of revenue for the year ended September 30, 2024; the agreement with TCM has since been terminated.

Sentiment

Score: 3

Explanation: The company is undergoing a significant and risky strategic pivot from fintech to defense. While the defense sector offers potential growth, the company's current financial health is very weak, marked by a substantial working capital deficit and explicit going concern doubt. The recent reported net income is primarily due to non-cash accounting adjustments, not operational profitability. The success of the Star acquisition and its integration, along with the ability to generate sustainable revenue in the new sector, remains highly uncertain. The stock appears speculative given the underlying financial instability and operational challenges.

Positives

Strategic shift to the defense sector, which management believes offers significant growth opportunities, particularly in Israel due to geopolitical trends.
Reported a net income of $102,958,139 for the three months ended March 31, 2025, a substantial increase from previous losses, primarily due to non-cash fair value adjustments of financial instruments.
Star's Rimon subsidiary demonstrated revenue growth of 31.52% to $4,994,000 in 2024 from $3,797,000 in 2023, driven by increased demand for its defense products.
Star's gross profit increased from $657,000 in 2022 to $1,149,000 in 2023, with its gross margin improving from 24.4% to 30.3% in that period.
Termination of General Services Agreements (GSAs) with Triton Capital Markets Ltd. (TCM) and FXDirectDealer LLC (FXDD) and release from related obligations as of September 30, 2024, resolving past non-payment issues.
The planned sale of the Digital RFQ Limited (DRFQ) subsidiary is expected to eliminate a source of continuing net losses and streamline the company's focus on the defense sector.

Negatives

Substantial doubt exists about Nukkleus's ability to continue as a going concern due to recurring operational losses and a significant working capital deficit of $(56,246,392) as of March 31, 2025.
The reported net income for Q1 2025 is largely non-cash, stemming from fair value adjustments of liability-classified stock purchase warrants and derivative liabilities, rather than improved operational profitability.
Nukkleus incurred significant net losses of $(160,787,979) for the three months ended December 31, 2024, and $(8,518,520) for the year ended September 30, 2024.
Star, the primary acquisition target, reported a net loss of $(555,000) for the year ended December 31, 2024, a decline from a net income of $407,000 in 2023.
Star's gross margin decreased from 38.5% in the period from January 17, 2024, to March 31, 2024, to 18.6% for the three months ended March 31, 2025, primarily due to rising material prices.
The company historically relied heavily on a single customer, TCM, which accounted for 81.2% of its revenue in FY2024, and this agreement has been terminated.
Menachem Shalom, the CEO, holds leadership positions in multiple other companies (Star 26 Capital Inc., Motomova Inc., Hold Me Ltd.), which may limit his dedicated attention to Nukkleus and create potential conflicts of interest.
Potential liability exists for Nukkleus if it is determined to be required to issue 182,004 shares of common stock related to fractional shares from the October 2024 reverse stock split, which the company is currently disputing.
Nukkleus faces a potential $3,000,000 payment obligation to Star if the Star Agreement is terminated due to Nukkleus failing to perform its covenants or maintain its Nasdaq listing.
The company's reliance on a small number of banking partners for transaction processing, without written agreements, poses a concentration risk to its ability to provide core services.

Risks

Failure to complete the acquisition of Star may result in a $1.0 million termination fee and could harm common stock price and future business.
Limited operating history in the evolving and highly volatile defense industry makes future prospects difficult to evaluate and increases the risk of not being successful.
Ineffective management of growth and associated demands on operational, risk management, sales, marketing, technology, compliance, and finance resources could adversely impact the business.
Intense and increasing competition from various entities, including payment platforms, banks, non-bank financial institutions, and foreign exchange/derivative processors, could harm competitive positioning and operating results.
Cyberattacks and security breaches of systems, or those impacting customers or third parties, could adversely impact brand, reputation, business, operating results, and financial condition.
Any significant disruption in technology could adversely impact brand, reputation, business, operating results, and financial condition.
Reliance on third parties, including financial services institutions and blockchain networks, for critical aspects of the business creates additional risk if relationships cannot be maintained or services are disrupted.
Exposure to credit risks in respect of counterparties, including financial institutions, and concentration of banking relationships in a small number of partners.
Dependence on certain large customers (historically TCM, now terminated) means termination or reduction in business with such customers could harm the business.
Products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, and tax evasion, leading to liability and adverse business effects.
Compliance and risk management methods might not be effective, potentially resulting in adverse outcomes for reputation, operating results, and financial condition.
Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of Nukkleus and its platforms.
Operating as a remote-first company subjects Nukkleus to heightened operational and cybersecurity risks.
The future development and growth of blockchain-enabled platforms are subject to unpredictable factors and reliance on third parties, which could adversely affect business.
Customer base may lose confidence in products and services that utilize blockchain technology due to unfamiliarity and negative publicity.
Blockchain-enabled payment processing services are innovative and difficult to analyze under existing financial services laws and regulations globally.
No assurance of achieving and maintaining profitability or that revenue and business models will be successful.
Changes in U.S. and foreign tax laws, as well as their application, could adversely impact financial position and operating results.
If estimates or judgments relating to critical accounting policies prove incorrect, operating results could be adversely affected.
The complex financial accounting rules and limited guidance for the nature of the business, coupled with potential changes in financial accounting standards, could adversely affect operating results.
Business metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies could adversely affect business.
Changes in financial reporting standards or policies could materially adversely affect reported results of operations and financial condition.
Failure to develop and maintain proper and effective internal controls over financial reporting may adversely affect investor confidence and stock value.
Additional capital may be required to support business growth, and this capital might not be available or may require stockholder approval, leading to dilution or restrictive covenants.
Fluctuations in currency exchange rates could harm financial condition and results of operations.
Employee or service provider misconduct or error could lead to legal liability, financial losses, and regulatory sanctions.
The loss of one or more key personnel, or failure to attract and retain highly qualified personnel, could adversely impact business.
Inability to maintain an innovative corporate culture as the company grows could adversely impact business and operating results.
Adverse changes to, or failure to comply with, various laws and regulations (financial services, securities, money transmission, blockchain, privacy, data protection, cybersecurity, anti-bribery, sanctions, anti-money laundering, counter-terrorist financing) could adversely affect brand, reputation, business, operating results, and financial condition.
Legislative and regulatory actions may increase costs and impact business, governance structure, financial condition, or results of operations.
The regulatory environment gives rise to various licensing requirements, legal and financial compliance costs, and non-compliance could result in monetary and reputational damages.
Intensive regulation in the financial services industry, with major changes and enforcement actions, could adversely affect business.
Non-compliance with laws, regulations, and executive orders regarding economic and trade sanctions, anti-bribery, anti-money laundering, and counter-terror financing could impair international competitiveness or subject to liability.
Consolidated balance sheets may not contain sufficient amounts or types of regulatory capital to meet changing requirements worldwide.
Complex and evolving laws, regulations, and industry requirements related to data privacy, data protection, and information security across different markets could harm business.
Subject to litigation, including individual and class action lawsuits, as well as regulatory audits, disputes, inquiries, investigations, and enforcement actions.
Potential future lawsuits by third parties for alleged infringement of proprietary rights.
Risks associated with third-party open-source software components in products and services.
Adverse economic conditions may adversely affect business.
Natural disasters, pandemics, and other catastrophic events, and man-made problems such as war or terrorism, could disrupt business operations.
Acquisitions, joint ventures, or other strategic transactions create certain risks and may adversely affect business, financial condition, or results of operations.
Delaware law and the Certificate of Incorporation and Bylaws contain anti-takeover provisions that limit stockholder actions and could delay or discourage takeover attempts.
Geopolitical and military conditions affecting Israel, where Star's operations are primarily conducted, could materially and adversely affect business, including supply chain disruptions and manpower shortages.

Future Outlook

Nukkleus's future business will be primarily focused on the defense sector following the anticipated acquisition of Star 26 Capital Inc. and the sale of its Digital RFQ business. The company expects an increase in professional fees, compensation, and general and administrative expenses as a result of the Star acquisition. Star believes the global defense sector is poised for significant growth and transformation, presenting opportunities for profitable acquisitions, and intends to pursue organic growth, add-on acquisitions, and operational improvements within this sector.

Management Comments

"The Company believes the sale of DRFQ is in the best interest of the Company due to continuing net loss generated by DRFQ and the Companys desire to focus on the defense sector."
"As a result of the above transaction and subject to the closing of the acquisition of Star and the sale of DRFQ, the Companys business will be focused on the defense sector."
"The decision to change the fiscal year end was made to align the Companys financial reporting with the calendar year, which is expected to enhance operational efficiency, improve comparability with industry peers, and better serve the needs of shareholders."
"We expect that our professional fees will increase in the near future as consultancy agreements were entered into during the fourth quarter with outsourced executives and other personnel of the Company that we anticipate to be in place for the entire fiscal year 2025."
"We expect that our compensation and related benefits will increase in the near future if the pending acquisition of Star completes during fiscal year 2025."
"We expect that other general and administrative expenses will increase in the near future if the pending acquisition of Star completes during fiscal year 2025."
"Star believes there is a significant opportunity for organic growth via the acquisition of small and medium size businesses... with the potential to generate attractive returns for our stockholders and investors."
"Star believes that the economic and market dislocations resulting from the conflict in Israel, as well as other conflicts worldwide, provide an opportunity for companies in the defense industry to see higher-than-average demand for their products and services."
"Star believes it will be able to provide these needed resources to any Israeli target company that it acquires."
"Star is confident that the expertise of our management team and the relationships that they can bring to an acquisition represent a compelling value proposition for any potential acquisition target looking to add working capital, a pathway to exit, and a solid leadership base, to assist such a company to grow and expand and to be able to take advantage of market opportunities as they arise."

Industry Context

Nukkleus Inc. is undergoing a significant strategic pivot from its historical financial technology operations (foreign exchange trading and blockchain-enabled payment processing) to the defense sector. This shift aligns with broader global trends of increased defense spending and geopolitical instability, particularly in regions like Israel, where Star's Rimon subsidiary operates. The defense technology market is projected to grow significantly, with an estimated compound annual growth rate of approximately 15.9% from 2022 to 2027. By acquiring Star, which supplies products for systems like the Iron Dome and serves the Israeli Defense Forces, Nukkleus aims to capitalize on this growing demand and establish a presence in a sector believed to offer higher-than-average returns.

Comparison to Industry Standards

Nukkleus's historical financial services business exhibited high customer concentration, with Triton Capital Markets Ltd. (TCM) accounting for 81.2% of its revenue in FY2024, a concentration level significantly higher than typically observed in diversified financial services firms.
Star's Rimon subsidiary operates in the Israeli defense market, which is characterized as a 'heavyweight in the global defense market,' contributing 2.3% of global military exports between 2018 and 2022, indicating a strong national presence in the defense industry.
The global defense technology market, in which Star aims to expand, is estimated to grow at a compound annual growth rate of approximately 15.9% from 2022 to 2027, suggesting Star is positioned in a high-growth industry segment.
Star's gross margin for its Rimon defense business was 30.3% in 2023, which decreased to 23.75% in 2024 and further to 18.6% in Q1 2025, indicating potential pressure on profitability or changes in product mix compared to industry benchmarks for defense contractors or specialized manufacturing, which are not explicitly provided in the document.
The document highlights that many competitors in the blockchain space are 'unlicensed, unregulated, operate without supervision,' implying that Nukkleus's (through DRFQ) regulated approach was a differentiator, though this business line is being divested.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Director	Emil Assentato	Menachem Shalom	September 2024	Emil Assentato resigned on July 24, 2024. Jamal Jamie Khurshid was briefly appointed CEO, then resigned on September 4, 2024, leading to Menachem Shalom's appointment.
Chief Operating Officer and Director	Jamal Jamie Khurshid	NA	September 4, 2024	Resigned from management position and Board.
Director	Nicholas Gregory	NA	November 8, 2024	Resigned from the Board.
Director	Daniel Marcus	NA	November 8, 2024	Resigned from the Board.
Director	Brian Schweiger	NA	November 8, 2024	Resigned from the Board.
Director	NA	Reuven Yeganeh	June 13, 2024	Appointed to the Board.
Director	NA	Anastasiia Kotaieva	June 13, 2024	Appointed to the Board.
Director	NA	Tomer Nagar	November 8, 2024	Appointed to the Board.
Director	NA	Aviya Volodarsky	November 8, 2024	Appointed to the Board.
Director	Craig Marshak	NA	October 27, 2023	Resigned from the Board.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors currently consists of six members. David Rokach, Tomer Nagar, Aviya Volodarsky, and Reuven Yeganeh are determined to be independent directors under Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Menachem Shalom and Anastasiia Kotaieva are not considered independent.	July 9, 2025	Ensures compliance with Nasdaq independence requirements for a majority of the board, but two key executives are non-independent, which is common for smaller companies.
Audit Committee	Reuven Yeganeh qualifies as an audit committee financial expert. The Audit Committee's duties are specified in its Charter.	July 9, 2025	Provides financial expertise and oversight for financial reporting, crucial for a public company.
Clawback Policy	The Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (Clawback Policy) in accordance with Nasdaq Rule 5608. This policy allows for the recovery of incentive-based compensation paid to executive officers if erroneously awarded following an accounting restatement.	April 8, 2025	Enhances corporate accountability and aligns executive compensation with financial integrity, reducing risk of misconduct.
Code of Business Conduct and Ethics	The company currently does not have a Code of Business Conduct and Ethics.	NA	Absence of a formal code of conduct may pose risks related to ethical behavior, compliance, and corporate culture, potentially impacting reputation and investor confidence.
Anti-Takeover Provisions	The company's Certificate of Incorporation and Bylaws, along with Delaware law (Section 203), contain provisions that could discourage, delay, or prevent a merger, acquisition, or other change in control. These include the Board's right to fill vacancies, prohibition of cumulative voting, and the Board's ability to issue undesignated preferred stock.	NA	Limits the ability of stockholders to effect certain corporate actions or takeovers, potentially depressing the market price of common stock and entrenching current management.

Legal Proceedings

The Company is subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business, with outcomes inherently uncertain.
On May 28, 2024, the Company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (SCC) to settle outstanding claims, which was approved by the Circuit Court of the Twelfth Judicial Circuit Court for Manatee County, Florida, on May 29, 2024.
Star 26 Capital Inc. (the acquisition target) is not currently aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition, or operating results.
Water IO Ltd., a company Star is considering acquiring, is involved in 'Sealed Air litigation in the U.S.', with legal costs for this case capped at $10,000.

Related Party Transactions

Nukkleus Inc. is acquiring a controlling 51% interest in Star 26 Capital Inc. Menachem Shalom, Nukkleus's Chief Executive Officer and a director, is also a controlling shareholder, Chief Executive Officer, and director of Star.
Nukkleus advanced $1,800,000 to Star as of March 31, 2025, which will be deducted from the total investment consideration upon closing of the Star Agreement.
X Group Fund of Funds, owned by Anastasiia Kotaieva (a Nukkleus director), converted $771,085 of outstanding principal and interest into Nukkleus common stock and warrants on November 8, 2024.
Oliver Worsley and Craig Vallis, both shareholders of Nukkleus, provided consulting services to the company, for which they received compensation in shares of common stock (125,000 and 75,000 shares respectively) in November 2024.
Jamal Khurshid, former CEO and director, provided consulting services and was party to a Settlement Agreement and Release regarding the sale of DRFQ.
Triton Capital Markets Ltd. (TCM), a related party through common ownership with former CEO Emil Assentato, was Nukkleus's primary customer, accounting for 81.2% of revenue for the year ended September 30, 2024. The General Services Agreement (GSA) with TCM was terminated effective January 1, 2024.
FXDirectDealer LLC (FXDD), also a related party through common ownership with former CEO Emil Assentato, was a primary supplier, with $4,650,000 in cost of revenue for the year ended September 30, 2024. The GSA with FXDD was terminated effective December 31, 2023.
Digital RFQ, a wholly-owned subsidiary being sold, generated revenue from related parties: $4,601 (3 months ended Dec 31, 2024), $69,619 (FY2024), and $138,419 (FY2023).
As of December 31, 2024, $50,768 was due from Jamal Khurshid.
As of December 31, 2024, Nukkleus owed $522,079 to various affiliates, including Currency Mountain Holdings Bermuda, Limited ($42,471), FXDD Trading ($441,402), Markets Direct Payments ($2,384), and Match Fintech Limited ($36,293).
Nukkleus had a promissory note receivable from a shareholder for $35,000, which was repaid in April 2024.
A $1 million line of credit extended to a related party company was written off against a reserve for credit loss at September 30, 2024.
Nukkleus has loans payable to related parties totaling $1,566,988 as of March 31, 2025, including Shareholder 2024 Loans ($1,353,639) and the July 2024 Loan ($213,349).
Star acquired Rimon from Menachem Shalom, its founder and CEO, and assumed his rights and obligations related to the acquisition, including a demand grid promissory note to Shalom for working capital advances, which was repaid in full as of the financial statement approval date.

Stakeholder Impact

Shareholders face potential dilution from future equity financings and warrant exercises, and the company's going concern doubt could negatively impact share value and investor confidence.
Shareholders are exposed to a potential $3,000,000 payment obligation if the Star Agreement terminates due to Nukkleus's failure to perform or maintain its Nasdaq listing.
Employees may experience increased compensation and benefits if the Star acquisition completes, but also face risks related to operational changes and potential misconduct.
Existing customers of the financial technology segment (FX trading and blockchain payments) will be impacted by the divestiture of Digital RFQ, as Nukkleus shifts its focus entirely to the defense sector.
New customers in the defense sector, including special defense forces, intelligence agencies, and the Israeli Defense Forces, will become the primary focus of the company's business through Star's Rimon subsidiary.
Suppliers for the former financial technology business, such as FXDirectDealer LLC, have had their agreements terminated, while new supplier relationships will be established for the defense sector through Rimon.
Creditors, particularly related parties, hold significant loans payable by Nukkleus, and their ability to collect may be impacted by the company's ongoing liquidity challenges and going concern issues.

Next Steps

Complete the acquisition of a controlling 51% interest in Star 26 Capital Inc., subject to regulatory approvals, third-party consents, and shareholder approval.
Complete the sale of Digital RFQ Limited (DRFQ) to Jamal Khurshid or his nominee.
Integrate Star's operations into Nukkleus's existing business structure.
Explore additional growth opportunities within the global defense sector.
Continue the inquiry into the DTCC request for 182,004 shares of common stock related to fractional shares from the reverse stock split.
Align the company's fiscal year end with Star 26 Capital Inc. to December 31.
Seek shareholder approval for the Nukkleus Inc. 2025 Equity Incentive Plan.
I.T.S. Industrial Tecno-logic Solutions Ltd. (ITS), a potential acquisition target for Star, needs to obtain consent from its current banks by July 7, 2025, for its agreement with Star.
If the agreement with Water IO Ltd. closes, Star commits to introducing new business activity into Water worth at least NIS 40 million.

Key Dates

Date	Description
July 29, 2013	Old Nukk (f/k/a Compliance & Risk Management Solutions Inc.) was formed in Delaware.
May 24, 2016	Nukkleus Limited entered into a General Services Agreement (GSA) with TCM (formerly FXDD Malta Limited).
May 24, 2016	Nukkleus Limited entered into a General Service Agreement with FXDirectDealer LLC (FXDD).
August 1, 2016	Craig Marshak and Emil Assentato were appointed as directors of Nukkleus.
October 17, 2017	Amendment to GSA with TCM reduced minimum monthly payment to $1,600,000.
October 17, 2017	Amendment to GSA with FXDD reduced minimum monthly payment to $1,575,000.
February 12, 2021	Billio Inc., a wholly-owned subsidiary of Star, was formed by Menachem Shalom.
September 23, 2021	The Company entered into a Consultancy Agreement with Jamal Jamie Khurshid, then COO.
November 22, 2021	Nukkleus entered into a letter agreement with ClearThink for Business Combination advisory services.
December 2021	The Company acquired a 5.0% interest in a private entity focused on digital asset management.
January 2022	Menachem Shalom became Co-Chief Executive Officer and a director of MEA.
March 2022	The Company acquired a 50.0% interest in a privately held company developing a custody and settlement utility operating system.
May 17, 2022	The Company entered into a Stock Purchase Agreement with White Lion Capital Partners, LLC.
December 1, 2022	Menachem Shalom became CEO and director of Motomova Inc.
January 1, 2023	Effective date for Star's adoption of ASU 2016-13 (Credit Losses).
May 1, 2023	Minimum amount payable by Nukkleus Limited to FXDirectDealer LLC reduced to $1,550,000 per month.
May 22, 2023	Gries and Associates, LLC was engaged as Nukkleus's new independent registered public accounting firm, replacing Marcum LLP.
June 23, 2023	Brilliant Acquisition Corporation entered into an Amended and Restated Agreement and Plan of Merger with Old Nukk.
July 19, 2023	Digital RFQ issued a promissory note of $75,619 to Jamal Khurshid.
July 24, 2023	Emil Assentato resigned as Chief Executive Officer and from the Board of Directors of Nukkleus.
July 31, 2023	The Company entered into a Credit Deed providing a $1 million line of credit to a related party company.
August 15, 2023	Digital RFQ issued a promissory note of $75,000 to Emil Assentato.
September 18, 2023	The Company issued a promissory note of $270,000 to Emil Assentato.
October 27, 2023	Craig Marshak resigned as a director of Nukkleus, and the letter agreement with ClearThink was terminated.
November 1, 2023	First Amendment to the Amended and Restated Agreement and Plan of Merger was executed.
November 3, 2023	Gries and Associates, LLC sold its business to GreenGrowth CPAs.
November 5, 2023	GreenGrowth CPAs was engaged as Nukkleus's new independent accountant.
November 2023	The July 2023 Loan to Jamal Khurshid was fully repaid.
December 2023	The September 2023 Loan principal of $270,000 was converted into 70,129 shares of common stock.
December 14, 2023	Old Nukk common shares were issued to advisors of Brilliant and Old Nukk.
December 22, 2023	The Business Combination was completed, and Brilliant changed its name to Nukkleus Inc.
December 22, 2023	Nukkleus shareholders approved the 2023 Equity Incentive Plan.
December 23, 2023	A Share Purchase Agreement for the sale of DRFQ was entered into.
January 1, 2024	Effective date for the termination of the GSAs between Nukkleus and TCM/FXDD.
January 1, 2024	Effective date for the change in Nukkleus's fiscal year end from September 30 to December 31.
January 17, 2024	Star 26 Capital Inc. was incorporated in Nevada.
January 19, 2024	Zero One Capital LLC was formed by Menachem Shalom.
February 15, 2024	Star acquired Rimon from Menachem Shalom.
February 21, 2024	The White Lion Agreement was terminated.
March 2024	The Company entered into a facility agreement with a shareholder (March 2024 Facility).
March 2024	The Company entered into a loan agreement with a Company shareholder (March 2024 Loan).
May 28, 2024	The Company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (SCC).
May 29, 2024	The Circuit Court of the Twelfth Judicial Circuit Court for Manatee County, Florida, entered an Order confirming the fairness of the SCC Settlement Agreement.
June 11, 2024	The Company issued a Senior Unsecured Promissory Note (X Group Note 1) in the principal amount of $312,500 to X Group Fund of Funds.
June 13, 2024	Reuven Yeganeh and Anastasiia Kotaieva were appointed as directors of Nukkleus.
June 28, 2024	Star entered into a Management Services Agreement with Zero One Capital LLC.
July 7, 2024	Star conducted a private placement of Class A common stock with Shalom Berkovitz.
July 24, 2024	Menachem Shalom was appointed as a director of Nukkleus.
August 1, 2024	The Company issued a Senior Unsecured Promissory Note (East Asia Note) in the principal amount of $515,500 to East Asia Technology Investments Limited.
August 12, 2024	An offsetting management services agreement was executed between Zero One, Rimon, and Star.
September 4, 2024	Jamal Jamie Khurshid resigned as CEO and director of Nukkleus.
September 10, 2024	The Company issued an additional Senior Unsecured Promissory Note (X Group Note 2) in the principal amount of $125,000 to X Group.
September 2024	Menachem Shalom was appointed Chief Executive Officer of Nukkleus.
September 28, 2024	The Company issued three additional notes for a total principal amount of $230,000 to X Group.
September 30, 2024	The Company, TCM, and FXDD entered into a Release Agreement, confirming the termination of the GSAs effective January 1, 2024.
October 11, 2024	Nukkleus shareholders approved a one-for-eight reverse stock split and the 2024 Equity Incentive Plan.
October 16, 2024	The Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation was corrected.
October 20, 2024	The Company issued an additional note for a total principal amount of $12,500 to X Group.
October 24, 2024	The one-for-eight reverse stock split became effective at 12:01 am eastern time.
October 31, 2024	The Company received notice from DTCC regarding the need to issue 182,004 shares of common stock for fractional shares.
November 8, 2024	The Company entered into a Settlement Agreement and Release with Jamal Khurshid and Match to sell DRFQ.
November 8, 2024	The Company entered into a Conversion Agreement with X Group to convert $771,085 of debt into common stock and warrants.
November 8, 2024	The Company entered into Settlement Agreements and Releases with Craig Vallis and Oliver Worsley.
November 8, 2024	Nicholas Gregory, Daniel Marcus, and Brian Schweiger resigned as directors. Tomer Nagar and Aviya Volodarsky were appointed as directors.
November 13, 2024	The Company issued 100,000 stock options to a consultant.
November 14, 2024	The Company and X Group amended the terms of the Conversion Agreement and the X Group Warrant 2.
December 3, 2024	The Company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD, and the first tranche of $0.50 million was disbursed.
December 12, 2024	The sellers of Rimon agreed to remove their names from the shares upon payment of NIS 148,000.
December 15, 2024	The Company entered into the Securities Purchase Agreement and Call Option (Star Agreement) with Star 26 Capital Inc.
December 16, 2024	The Company issued 1,337,500 restricted stock grants to executive officers, directors, and consultants.
December 18, 2024	The Company entered into a Securities Purchase Agreement for a private placement of 1,666,666 units for $10,000,000.
December 18, 2024	Star paid NIS 148,000 to the Rimon sellers.
December 19, 2024	The SEPA and Registration Rights Agreement with YA II PN, LTD were terminated.
December 20, 2024	The Private Placement closed.
December 27, 2024	The Share Purchase Agreement for the sale of DRFQ was dated.
February 3, 2025	Star entered into an agreement to purchase shares and options of Mia Dynamics Motors Ltd. for NIS 900,000 (approximately $249,000).
February 7, 2025	Star purchased additional shares and options of Mia Dynamics Motors Ltd. for NIS 750,000 (approximately $208,000).
February 11, 2025	Amendment No. 1 to the Star Agreement was executed, increasing the investment to $21,000,000 and advances to $1,800,000.
February 14, 2025	The Board of Directors approved a change in the Company's fiscal year end from September 30 to December 31.
February 15, 2025	The term of the loan from a related party to Star was extended to February 15, 2026.
April 8, 2025	The Board adopted the Company's Policy for the Recovery of Erroneously Awarded Compensation (Clawback Policy).
May 13, 2025	Amendment No. 2 to the Star Agreement was executed, increasing advances to $3,000,000 and removing the fairness opinion closing condition.
May 14, 2025	Date of KPMG Somekh Chaikin's audit report for Star 26 Capital Inc.
June 8, 2025	Star Twenty Six Ltd. entered into an agreement with Water IO Ltd.
June 8, 2025	Star Twenty Six Ltd. entered into an agreement with I.T.S. Industrial Tecno-logic Solutions Ltd. (ITS).
June 15, 2025	Amendment No. 3 to the Star Agreement was executed, clarifying a $3,000,000 payment if the agreement terminates due to Nukkleus's fault or Nasdaq delisting.
June 19, 2025	A Mutual Release Agreement was dated between the Company, East Asia, and Palm Global Technologies Limited.
June 25, 2025	East Asia sold the East Asia Note and East Asia Warrant to an unaffiliated third party, and the Mutual Release Agreement was executed.
July 7, 2025	The closing price for Nukkleus common stock on the Nasdaq Capital Market was $10.40 per share.
July 7, 2025	ITS has until this date to obtain the consent of its current banks to the agreement with Star.
July 8, 2025	Date of consent from Green Growth CPA, Barzily and Co., and KPMG Somekh Chaikin. Common stock outstanding was 5,602,373 shares.
July 9, 2025	Filing date of the S-1/A Registration Statement.
November 30, 2025	Promissory note from Star to Nukkleus is due if the transactions contemplated by the Star Agreement are not consummated by this date.
February 15, 2026	Extended maturity date for the loan from a related party to Star.
June 11, 2026	Remaining 70.0% of loans payable between the Company and a shareholder/affiliates become due.
December 31, 2026	Deadline for Rimon to conduct a public offering of its ordinary shares to trigger additional consideration.
January 2027	Rimon's lease agreement for office space and warehouse expires.
June 30, 2027	Deadline for SEC to remove related requirements from Regulation S-X and S-K for ASU 2023-06.
December 15, 2027	Effective date for interim periods for ASU 2024-03.
2033-2038	Expiration period for $258,405 of U.S. federal net operating loss carry-forwards.

Recommendation

hold

Keywords

Defense industry, Financial technology, Corporate acquisition, SEC filing, S-1/A, NUKK, Star 26 Capital, Rimon Agencies, Israel, Generators, Iron Dome, Blockchain, Payment processing, Financial reporting, Risk management, Corporate governance, Capital raise, Warrants, Reverse stock split, Going concern, SEC, Nasdaq

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