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    Nukkleus Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

    2/19/25 5:00:10 PM ET
    $NUKK
    Professional Services
    Consumer Discretionary
    Get the next $NUKK alert in real time by email
    false --09-30 0001787518 0001787518 2025-02-14 2025-02-14 0001787518 NUKK:CommonStock0.0001ParValuePerShareMember 2025-02-14 2025-02-14 0001787518 NUKK:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember 2025-02-14 2025-02-14 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 Section 15(d)

    of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): February 14, 2025

     

    NUKKLEUS INC.
    (Exact name of registrant as specified in its charter)

     

    Delaware   001-39341   38-3912845
    (State or other jurisdiction of
    incorporation or organization)
      (Commission File Number)   (IRS Employer
    Identification Number)

     

    575 Fifth Avenue, 14th Floor

    New York, New York 10017

    (Address of principal executive offices)

     

    212-791-4663

    (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
    Common Stock, $0.0001 par value per share   NUKK   The Nasdaq Stock Market LLC
             
    Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share   NUKKW   The Nasdaq Stock Market LLC

     

    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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    On February 14, 2025, the Board of Directors of Nukkleus Inc. (the "Company") approved a change in the Company's fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024. This change results in a transition period from October 1, 2024, to December 31, 2024, for which the Company will file a transition report on Form 10-K with the Securities and Exchange Commission (the "SEC") covering these three months.

     

    The decision to change the fiscal year end was made to align the Company's financial reporting with the calendar year, which is expected to enhance operational efficiency, improve comparability with industry peers, and better serve the needs of shareholders. Further, the Company intends to align its fiscal year with Star 26 Capital Inc., the Company’s proposed acquisition.

     

    1

     

     

    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.

     

      NUKKLEUS INC.
         
    Date: February 18, 2025 By: /s/ Menachem Shalom
      Name:  Menachem Shalom
      Title: Chief Executive Officer

     

    2

     

     

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