Nukkleus Inc. 8-K

What Happened
Nukkleus Inc. announced it completed the acquisition of 100% of Star 26 Capital, Inc. on January 12, 2026, pursuant to the Amended and Restated Securities Purchase Agreement dated September 15, 2025. The transaction was approved by Nukkleus shareholders on December 16, 2025 and confirmed by Nasdaq on January 9, 2026. Menachem Shalom — CEO and director of Nukkleus and founder/controlling shareholder of Star 26 — is a party to the transaction and, following the closing, beneficially owns approximately 27.83% of Nukkleus.

Key Details

• Consideration paid at closing included: a $16,000,000 12-month Investment Note issued to Star 26; $500,000 cash (reflecting $5,000,000 less $4,500,000 previously borrowed by Star 26 from Nukkleus); and 4,770,340 shares of Nukkleus common stock.
• Nukkleus also issued a warrant to purchase 12,017,648 shares at $1.50 per share (5‑year term), and delivered two promissory notes: a $3,000,000 Six-Month Note (8% interest, maturing July 12, 2026) and a $3,000,000 Three-Month Note (maturing April 12, 2026). The common stock, warrant and the two notes were assigned by Star 26 to the Sellers pro rata.
• In connection with the closing, Star 26’s prior promissory notes to Nukkleus totaling $4,500,000 were cancelled and applied as a credit against the cash portion of the purchase price. The cash portion at closing was funded from Nukkleus’s available cash on hand.
• Star 26’s assets include a 100% ownership of B. Rimon Agencies Ltd. (a defense supplier, including components for the Iron Dome system), a majority stake in Water.io Ltd. (TASE: WATR), and a convertible loan to I.T.S/Positech (motion control and stabilization technologies).

Why It Matters
This deal brings defense and technology-related assets into Nukkleus through Star 26’s subsidiaries and investments, and it materially changes the company’s balance of cash, notes and equity instruments. Investors should note the issuance of 4,770,340 shares and a warrant to purchase 12,017,648 shares (which increases potential shares outstanding), the assumption/issuance of multiple promissory notes including near‑term maturities in April and July 2026, and that the company’s CEO is the founder and controlling shareholder of the acquired business (resulting in a ~27.83% beneficial stake in Nukkleus). Review the company’s proxy (filed Nov 24, 2025) and the 8‑K exhibits for audited Star 26 financials and the full transaction documents.