0001592782 false 0001592782 2023-09-18 2023-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549






Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 18, 2023


(Exact name of registrant as specified in its charter)


Delaware   000-55922   38-3912845
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification Number)


525 Washington Blvd.

Jersey City, New Jersey 07310

(Address of principal executive offices)



(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable        


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.


On September 18, 2023, Nukkleus Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $270,000 to Emil Assentato in consideration of cash proceeds in the amount of $270,000. The Note bears interest of 5.0% per annum and is due and payable on September 18, 2026. Mr. Assentato is the Chief Executive Officer and a director of the Company. The terms of the loan were approved by the non-interested members of the Company’s Board of Directors. The Company used $245,000 of the proceeds to make a payment to FX Direct Dealer LLC (“FX Direct”) reducing the outstanding debt owed by the Company to FX Direct. FX Direct is a wholly owned subsidiary of Currency Mountain Holdings LLC (“CMH”). Max Q Investments LLC (“Max Q”) owns 80% of CMH. Mr. Assentato directly owns approximately 85% of Max Q, and indirectly owns an additional 1%.


The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


Exhibit No.   Description
10.1   Promissory Note issued to Emil Assentato dated September 18, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


Date: September 22, 2023 By: /s/ Emil Assentato
  Name:  Emil Assentato
  Title: President and Chief Executive Officer




Exhibit 10.1




Amount: $270,000
New York, New York
  September 18, 2023


FOR VALUE RECEIVED, and subject to the terms and conditions set forth in this Promissory Note (“Note”), Nukkleus, Inc. (the “Payor”), hereby unconditionally promises to pay on demand to the order of Emil Assentato or its assigns (the “Payee”), in lawful money of the United States of America in immediately available funds, at such location as the Payee shall designate, all unpaid advances of principal made from time to time by the Payee to the Payor, on the date three years after the date hereof, or if such a date is not a business day, then the next succeeding business day (the “Maturity Date”), and to pay interest on the unpaid principal amount hereof at the rates specified below.


The Payor further agrees to pay interest to the Payee on the unpaid principal amount hereof from the date hereof at a rate per annum equal to 5% until the Maturity Date, and thereafter, until payment in full of the principal amount hereof (whether before or after judgment). Interest shall be payable on the Maturity Date, on the date of any prepayment and, after the Maturity Date, on demand.


The Payor may prepay the principal amount of this Note in whole or in part at any time or from time to time without premium or penalty; provided that each prepayment shall be accompanied by payment of accrued interest to the date of prepayment.


Upon the commencement by or against the Payor of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor or its debts, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note.


The Payee is hereby authorized to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.


The Payor hereby waives diligence, presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.


This Note shall be binding upon the Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of the Payee and its successors and assigns, including subsequent holders hereof. The Payor’s obligations under this Note may not be assigned without the prior written consent of the Payee.









IN WITNESS WHEREOF, the parties hereto have executed this Note as of the date first above written.


  Nukkleus Inc.
  as Payor
  By: /s/ Emil Assentato
  Name:  Emil Assentato
  Title: President & CEO
  Emil Assentato
  as Payee
  By: /s/ Emil Assentato
  Name: Emil Assentato





Sep. 18, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 18, 2023
Entity File Number 000-55922
Entity Registrant Name NUKKLEUS INC.
Entity Central Index Key 0001592782
Entity Tax Identification Number 38-3912845
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 525 Washington Blvd.
Entity Address, City or Town Jersey City
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07310
City Area Code 212
Local Phone Number 791-4663
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false

Nukkleus (GM) (USOTC:NUKK)
Historical Stock Chart
From Nov 2023 to Dec 2023 Click Here for more Nukkleus (GM) Charts.
Nukkleus (GM) (USOTC:NUKK)
Historical Stock Chart
From Dec 2022 to Dec 2023 Click Here for more Nukkleus (GM) Charts.