UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed on the Current Report on Form 8-K filed by Nukkleus Inc. (the “Company”) with the Securities and Exchange Commission on August 8, 2024, the Company issued a Senior Unsecured Promissory Note (the “Note”) in the principal amount of $515,500 to East Asia Technology Investments Limited (the “Lender”) in consideration of cash proceeds in the amount of $412,075. The Note bears interest of 12.0% per annum and was due February 1, 2025 and 24% a year thereafter. As an additional inducement to provide the loan as outlined under the Note, the Company issued the Lender a Stock Purchase Warrant (“Warrant”) to acquire 175,000 shares of common stock (on a post reverse stock split basis). Effective as of June 25, 2025, the Lender sold the Note and Warrant to an unaffiliated third party.
In connection with such sale, the Company, the Lender and Palm Global Technologies Limited (“Palm”), a party in which the Company has previously entered into letter of intent, entered into a Mutual Release Agreement dated June 19, 2025 but executed June 25, 2025, whereby Palm and Lender released the Company and the Company released Palm and the Lender from all claims, demands, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and any other liabilities whatsoever. The Note and Warrant, which are now held by a third party, will continue to be obligations of the Company.
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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. | |
| Date: June 30, 2025 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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