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 evaent reported): May 13, 2025

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

575 Fifth Avenue, 14^th Floor

New York, New York 10017

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement. 

On May 13, 2025, Nukkleus Inc. (the “Company”) entered into Amendment No. 2 to the Securities Purchase Agreement and Call Option dated December 15, 2024 between the Company, Star 26 Capital Inc., a Nevada corporation (“Borrower”), the shareholders of the Borrower and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of February 11, 2025  (as amended, the “Purchase Agreement”). Pursuant to the terms of Amendment No. 2, the cash advances to be made by the Company to Borrower was increased from $1,800,000 to $3,000,000.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 17, 2025, the Company contracted to acquire all of the issued and outstanding capital of Borrower (which includes being granted an option to purchase the balance not initially purchased), including without limitation, cash investments of up to $5,000,000 in cash. 

The Amendment No. 2 also deleted the requirement that Borrower deliver a fairness opinion at the closing of the transactions contemplated by the Purchase Agreement.

On May 13, 2025, the Company entered into a Promissory Note with Borrower, pursuant to which the Company memorialized its obligations under the Purchase Agreement to lend Borrower up to $3,000,000. The Promissory Note currently represents an obligation of Borrower to repay $2,000,000 which Borrower has borrowed from the Company as well as any future loan advances up to another $1,000,000 to be made by the Company to Borrower. The loan is due on November 30, 2025; if the transactions contemplated by the Purchase Agreement close on or before said date, the loan shall be forgiven and cancelled as it is part of the cash investment that the Company is required to invest in Borrower. If the Borrower defaults and does not pay the Company on such date, or there is another breach of Borrower pursuant to the terms of the Promissory Note, interest accrues at the rate of 15%.

The above description of Amendment No. 2 and the Promissory Note are qualified in their entirety by reference to Amendment No. 2 and the Promissory Note, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively. 

Item 9.01 Financial Statements and 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.