Nukkleus Inc. 8-K

What Happened

• Nukkleus Inc. (NUKK) filed a Form 8-K reporting that it closed its previously disclosed acquisition of Israeli software company Tiltan Software Engineering Ltd. on December 30, 2025. The parties executed an Amendment to the Stock Purchase Agreement confirming the closing date and adjusting certain payment and covenant terms. The company issued 2,000,000 shares of common stock to an escrow agent at closing.

Key Details

• Closing and amendment: Amendment executed Dec 30, 2025 confirming acquisition close; original Stock Purchase Agreement was first reported Sept 2, 2025.
• Payment terms: Initial cash payment to be paid Dec 31, 2025 in U.S. dollars using the Bank of Israel exchange rate published on Dec 31, 2025.
• Dividend obligation: A pre-closing dividend of NIS 3,236,088 for year ended Dec 31, 2025 (payable to the Seller under the original agreement) will be paid by Nukkleus during calendar year 2026 from certain customer payments.
• Seller restrictions: The Seller is subject to non‑competition and non‑solicitation covenants beginning at closing and ending June 2027.
• Equity issued: 2,000,000 shares were issued to the escrow agent as restricted securities; issuance relied on the Section 4(a)(2) exemption (no public offering).
• Financing/obligations: The filing incorporates descriptions of a Note and a Pledge Agreement (creation of a direct financial obligation) by reference.
• Disclosure: Company issued a press release announcing the closing and included standard forward‑looking statements.

Why It Matters

• For investors, the filing confirms Nukkleus has completed a strategic acquisition that may affect its product mix, revenue and cash flow. The timing and currency conversion of the initial cash payment and the company’s agreement to fund a NIS 3.24M dividend during 2026 could impact near‑term cash requirements. The 2,000,000 escrowed shares are restricted but increase shares issued at closing, while the referenced Note and Pledge Agreement indicate the transaction includes financing or secured obligations investors should monitor. The non‑compete and non‑solicit covenants protect the acquired business through mid‑2027.