Form 8-K - Current report
November 13 2023 - 8:00AM
Edgar (US Regulatory)
0001592782
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0001592782
2023-11-03
2023-11-03
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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 3, 2023
NUKKLEUS INC.
(Exact name of registrant as specified in its charter)
Delaware |
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000-55922 |
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38-3912845 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(IRS Employer
Identification Number) |
525 Washington Blvd.
Jersey City, New Jersey 07310
(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Not applicable |
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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 4.01 Changes in Registrant’s Certifying Accountant.
On November 3, 2023, Nukkleus Inc.. (the “Company”)
was informed that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth CPAs (“GreenGrowth”).
On November 5, 2023, the Company engaged and executed
an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent accountant to replace Gries. Gries
was previously engaged by the Company as its independent registered public accounting firm on May
22, 2023. As Gries was engaged by the Company on May 22, 2023, Gries has not issued a report on the Company’s financial statements.
The Board of Directors of the Company, acting as the audit committee, approved the decision to change independent accountants.
During the fiscal years ended September 30, 2022 and
2021, and through November 3, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) with Gries on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Gries would have caused Gries to make reference
thereto in connection with its report.
As Gries was
engaged by the Company on May 22, 2023, during the fiscal years ended September 30, 2022 and 2021, and through November 3, 2023,
the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company requested Gries to furnish it with a letter
addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it
does not agree. A copy of the letter, dated November 10, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.
During the Company’s fiscal years ended September
30, 2022 and 2021, and through November 5, 2023, neither the Company nor anyone on the Company’s behalf consulted with GreenGrowth
regarding any of the following:
(i) either
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that
Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue; or
(ii) any
matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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.
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NUKKLEUS INC. |
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Date: November 10, 2023 |
By: |
/s/ Emil Assentato |
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Name: |
Emil Assentato |
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Title: |
President and Chief Executive Officer |
Exhibit 16.1
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Gries
& Associates, LLC
Certified Public Accountants
501 S.
Cherry Street Ste 1100
Denver,
Colorado 80246 |
November 10, 2023
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously
contracted as the auditors of Nukkleus Inc. (the Company) and reviewed financial statements for the periods ended March 31, 2023 and
June 30, 2023. On November 3, 2023, we resigned. We have read the Company’s statements included under Item 4.01 of its Form 8-K
dated November 10, 2023, and we have no basis to agree or disagree with other statements of the Company in the filing.
Very truly yours,
Denver, Colorado
PCAOB # 6778
November 10, 2023
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