Current Report Filing (8-k)
September 02 2021 - 04:02PM
Edgar (US Regulatory)
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2021-08-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
August 30, 2021
NUKKLEUS INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
000-55922 |
|
38-3912845 |
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification Number) |
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):
|
☐ |
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: None.
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered |
| Not
Applicable |
|
Not
Applicable |
|
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 (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
1.01 |
Entry into a
Material Definitive Agreement. |
| Item
3.02 |
Unregistered Sales
of Equity Securities |
On May 24, 2021, Nukkleus, Inc. (the “Company”) and the
shareholders (the “Match Shareholders”) of Match Financial Limited,
a private limited company formed in England and Wales (“Match”)
entered into a Purchase and Sale Agreement (the “Match Agreement”)
pursuant to which the Company, on May 28, 2021, acquired 1,152
ordinary shares of Match representing 70% of the issued and
outstanding ordinary shares of Match in consideration of 70,000,000
shares of common stock of the Company (the “Initial Transaction”).
On August 30, 2021, the Company exercised its option pursuant to
which it acquired from the Match Shareholders the balance of 493
ordinary shares of Match representing 30% of the issued and
outstanding ordinary shares of Match for an additional 30,000,000
shares of common stock of the Company.
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.
A copy of the Match Agreement is attached as Exhibit 10.1 to this
Report. The foregoing summary of the Match Agreement is qualified
in its entirety by reference to the Match Agreement.
Forward-Looking Statements. Any statements contained in this
Current Report on Form 8-K that refer to events that may occur in
the future or other non-historical matters are forward-looking
statements. These statements generally are characterized by the use
of terms such as “may,” “will,” “should,” “plan,” “anticipate,”
“estimate,” “predict,” “believe” and “expect” or the negative of
these terms or other comparable terminology. These forward-looking
statements are based on the Company’s expectations as of the date
of this report and are subject to risks and uncertainties that
could cause actual results to differ materially from current
expectations. Actual results could differ materially from those
projected in the forward-looking statements as a result of the
following factors, among others: (1) conditions to the closing of
the transaction may not be satisfied; (2) the transaction may
involve unexpected costs, unexpected liabilities or unexpected
delays; and (3) the failure of the transaction to close for any
other reason. Given these uncertainties, the Company cautions
investors and potential investors not to place undue reliance on
such statements. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements that may be made to reflect future events or
circumstances or to reflect the occurrence of unanticipated
events.
|
Item 9.01 |
Financial Statements and
Exhibits |
| (1) |
Incorporated by reference to the
Form 8-K Current Report as filed with the Securities Exchange
Commission on May 28, 2021. |
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.
| September 2,
2021 |
By: |
/s/ Emil
Assentato |
| |
|
Name:
Emil Assentato |
| |
|
Title:
President and Chief Executive Officer |
2
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