false 0001787518 0001787518 2024-02-09 2024-02-09 0001787518 NUKK:CommonStock0.0001ParValuePerShareMember 2024-02-09 2024-02-09 0001787518 NUKK:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember 2024-02-09 2024-02-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

February 9, 2024

Date of Report (Date of earliest event reported)

 

NUKKLEUS INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-39341   38-3912845
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

525 Washington Blvd. Jersey City, New Jersey   07310
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 212-791-4663

 

N/A

(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 of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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 $11.50 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 9, 2024, Tony Porcheron resigned as Chief Financial Officer of Nukkleus Inc. (the “Company”) without cause, effective immediately. On February 12, 2024, Emil Assentato was appointed, effective February 12, 2024, to serve as interim Chief Financial Officer of the Company. Mr. Porcheron’s resignation is not a result of any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments. Mr. Assentato will also continue to serve in his role as Chief Executive Officer of the Company, and the Company will be conducting a search for a permanent chief financial officer.

 

There are no arrangements or understandings between Mr. Assentato and any other persons pursuant to which Mr. Assentato was appointed as interim Chief Financial Officer.

 

1

 

 

SIGNATURES

 

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.
(Registrant)
     
Dated: March 8, 2024 By: /s/ Emil Assentato
  Name:  Emil Assentato
  Title: Chief Executive Officer

 

 

2

 

 

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Cover
Feb. 09, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 09, 2024
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 525 Washington Blvd
Entity Address, City or Town Jersey City
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07310
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 $11.50 per share  
Title of 12(b) Security Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Trading Symbol NUKKW
Security Exchange Name NASDAQ
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