JERSEY
CITY, N.J., Dec. 18,
2024 /PRNewswire/ -- Nukkleus, Inc.
(NASDAQ: NUKK), today announced the pricing of a
private placement with a single New
York-based family office investor. The aggregate gross cash
proceeds are expected to be $10.0
million, before deducting fees to the placement agent and
other offering expenses payable by the Company. The Company intends
to use the net proceeds from the private placement to finance the
proposed acquisition of Star 26 Capital Inc., a defense acquisition
company holding 95% ownership in RIMON. RIMON
is a leading Israeli supplier of components for the Iron Dome
missile defense system, as well as other defense and tactical
solutions. for general corporate purposes and working
capital.
In connection with the private placement, the Company is
planning to issue an aggregate of 1,666,666 units (the "Offering").
Each unit will be sold at an effective unit price of $6.00 per unit and will consist of one share of
restricted common stock (or one pre-prefunded warrant to purchase a
share of restricted common stock), and warrants exercisable for one
and one-half shares of restricted common stock, exercisable at
$6.00 per share. The Offering is
priced above-the-market under Nasdaq rules.
The closing of the private placement is expected to occur on or
about December 19, 2024, subject to
the satisfaction of certain customary closing conditions.
Dawson James Securities is acting as the Exclusive Placement
Agent for the private placement.
The securities described above are being sold in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), and have not been
registered under the Act, or applicable state securities laws.
Accordingly, the securities may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Act and such applicable
state securities laws. Pursuant to a registration rights agreement
with the investor, the Company has agreed to file one or more
registration statements with the Securities and Exchange Commission
(the "SEC") covering the resale of the common stock sold in the
private placement and the common stock issuable upon exercise of
the pre-funded warrants and the warrants sold in the private
placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Nukkleus, Inc.
Nukkleus, Inc. (NASDAQ: NUKK) is a Nasdaq company, recently
announced an acquisition of Star 26 Capital Inc – a defense-focused
acquisition company.
Forward-Looking Statements
This press release contains forward-looking statements. All
statements other than statements of historical facts are
"forward-looking statements" within the meaning of federal
securities laws. In some cases, you can identify forward-looking
statements by terminology such as "will," "would," "expect,"
"intend," "plan," "objective," or comparable terminology
referencing future events, conditions or circumstances, or the
negative of such terms. Although Nukkleus believes that
it has a reasonable basis for the forward-looking statements
contained in this press release, they are based on management's
current beliefs and expectations about future events and
circumstances and are subject to risks and uncertainties, all of
which are difficult to predict and many of which are beyond the
Company's control. Risk factors described under "Risk Factors" in
Nukkleus' most recently filed annual report on Form 10-K, as
updated from time to time in its quarterly reports on Form 10-Q and
other filings with the Securities and Exchange Commission, may
cause actual results, performance or achievements to differ
materially from those expressed or implied by forward-looking
statements in this press release. You are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date on which they were made. Nukkleus undertakes
no obligation to update any forward-looking statement contained in
this press release to reflect events that occur or circumstances
that exist after the date of this press release, except as required
by law.
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SOURCE Nukkleus, Inc.