Current Report Filing (8-k)
October 20 2021 - 5:11PM
Edgar (US Regulatory)
0001592782
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0001592782
2021-10-20
2021-10-20
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xbrli:shares
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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): October 20, 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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
8.01 Other Events
On
October 20, 2021, Nukkleus, Inc. (the “Company”) and the shareholders (the “Jacobi Shareholders”) of Jacobi Asset
Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement
(the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares
of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Transaction”). The Transaction is expected
to close on October 22, 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.
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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October
20, 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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