Current Report Filing (8-k)
03 June 2021 - 11:01PM
Edgar (US Regulatory)
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
Date of Report (Date of
earliest event reported): May 24, 2021
NUKKLEUS INC.
(Exact name of registrant
as specified in its charter)
Delaware
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000-55922
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38-3912845
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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525 Washington Blvd.
Jersey City, New Jersey
07310
(Address of principal executive
offices) (zip code)
212-791-4663
(Registrant's telephone
number, including area code)
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 (see General Instruction A.2. below):
¨ 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: None.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not Applicable
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Not Applicable
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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 (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 1.01
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Entry into a Material Definitive
Agreement.
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Item 3.02
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Unregistered Sales of Equity Securities
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On
May 24, 2021, Nukkleus, Inc. (the “Company”) and the shareholders (the “Match Shareholders”) of Match Financial
Limited, a private limited company formed in England and Wales (“Match”) entered into a Purchase and Sale Agreement (the
“Match Agreement”) pursuant to which the Company agreed to acquire 1,152 ordinary shares of Match representing 70% of the
issued and outstanding ordinary shares of Match in consideration of 70,000,000 shares of common stock of the Company (the “Initial
Transaction”). Further, the Match Agreement provided that the Company, in consideration of the issuance of 100,000 shares of common
stock of the Company to the Match Shareholders, will have an option commencing any time after the closing of the Initial Transaction
to acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary
shares of Match for an additional 30,000,000 shares of common stock of the Company. The closing date of the Initial Transaction occurred
on May 28, 2021.
All
of the offers and sales of securities described above were made to accredited investors and the Company relied upon the exemptions contained
in Section 4(a)(2) of the Securities Act of 1933, as amended, with regard to those sales. No advertising or general solicitation was
employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor
and transfer of the securities issued was restricted by the Company in accordance with the requirements of the Securities Act of 1933.
A
copy of the Match Agreement is attached as Exhibit 10.1 to this Report. The foregoing summary of the Match Agreement is qualified in
its entirety by reference to the Match Agreement.
Forward-Looking
Statements. Any statements contained in this Current Report on Form 8-K that refer to events that may occur in the future or other non-historical
matters are forward-looking statements. These statements generally are characterized by the use of terms such as “may,” “will,”
“should,” “plan,” “anticipate,” “estimate,” “predict,” “believe”
and “expect” or the negative of these terms or other comparable terminology. These forward-looking statements are based on
the Company’s expectations as of the date of this report and are subject to risks and uncertainties that could cause actual results
to differ materially from current expectations. Actual results could differ materially from those projected in the forward-looking statements
as a result of the following factors, among others: (1) conditions to the closing of the transaction may not be satisfied; (2) the transaction
may involve unexpected costs, unexpected liabilities or unexpected delays; and (3) the failure of the transaction to close for any other
reason. Given these uncertainties, the Company cautions investors and potential investors not to place undue reliance on such statements.
The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be
made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
Item 9.01
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Financial Statements and Exhibits
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(1)
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Incorporated by reference to the Form
8-K Current Report as filed with the Securities Exchange Commission on May 28, 2021.
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SIGNATURES
Pursuant to the requirements
of the Securities and 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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June 3, 2021
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By:
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/s/ Emil Assentato
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Name: Emil Assentato
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Title: President and Chief Executive Officer
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