STYLE="font: 10pt Times New Roman, Times, Serif">
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):
April 26, 2022
NUKKLEUS
INC.
(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)
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 | ||
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Jamal Khurshid as Director
On
April 26, 2022, the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”) appointed Jamal
“Jamie” Khurshid to serve as a member of the Board, with immediate effect, until such time as he resigns or is removed
and his successor appointed. There is no arrangement or understanding between Mr. Khurshid and the Company or any other person
pursuant to which he was elected as a director. Mr. Khurshid was previously appointed as the Company’s Chief Operating
Officer effective August 2, 2021.
As previously disclosed on the Company’s Annual Report on Form 10-K
filed on December 29, 2021, on May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”),
a private limited company formed in England and Wales (“Match”), including Mr. Khurshid, 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 May 28, 2021, the Company issued 100,000 shares of its common stock to the Match
Shareholders, including Mr. Khurshid, as consideration of an option commencing any time after the closing of the Initial Transaction to
acquire 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. On August 30, 2021, the Company
exercised its option pursuant to which it acquired from the Match Shareholders, including Mr. Khurshid, 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. The transactions contemplated by the Match Agreement constituted a “related-party transaction” as defined in
Item 404 of Regulation S-K because of Mr. Khurshid’s position as a Match Shareholder.
Also as previously disclosed on the Company’s Annual Report on Form
10-K filed on December 29, 2021, on October 20, 2021, the Company and the shareholders (the “Original Jacobi Shareholders”)
of Jacobi Asset Management Holdings Limited (“Jacobi”), including an entity or entities of which Mr. Khurshid is the beneficial
owner, 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”). On December 15, 2021, the Company, the Original Jacobi Shareholders and shareholders of Jacobi that were assigned
their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”), including an entity or entities of
which Mr. Khurshid is the beneficial owner, entered into an Amendment to the Jacobi Agreement pursuant to which the Transaction would
be consummated between the Company and the New Jacobi Shareholders. The Transaction closed on December 15, 2021. Jacobi is a company focused
on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. The transactions
contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because
of Mr. Khurshid’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders.
There
are no other material plans, contracts or arrangements to which Mr. Khurshid is a party or in which he would participate being entered
into or adopted in connection with his appointment as a director of the Board.
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: April 26, 2022 | By: | /s/ Emil Assentato |
Name: | Emil Assentato | |
Title: | President and Chief Executive Officer | |
2
The above information was disclosed in a filing to the SEC. To see the filing, click here.
To receive a free e-mail notification whenever Nukkleus Inc. makes a similar move, sign up!
