Departure of Directors or Certain


 


Appointment of Directors


 


On
May 31, 2022, the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”) increased the authorized number
of directors of the Company and appointed Nicolas Gregory, Daniel Marcus and Brian Schwieger, each to serve as a member of the Board,
with immediate effect, each until such time as he resigns or is removed and his successor appointed. There are no arrangements or understandings
between any of Mr. Gregory, Mr. Marcus or Mr. Schwieger and the Company or any other person pursuant to which Mr. Gregory, Mr. Marcus
or Mr. Schwieger, as applicable, was elected as a director. Mr. Marcus will serve on the Company’s audit committee, nomination
committee and compensation committee. Mr. Gregory will se rve on the Company’s audit committee and nomination committee. Mr. Schwieger
will serve on the Company’s audit committee, nomination committee and compensation committee.


 


There
are no material plans, contracts or arrangements to which Mr. Marcus or Mr. Schwieger or in which either of them would participate being
entered into or adopted in connection with their respective appointments as members of the Board.


 


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. Gregory, 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 Match Shareholders, including Mr. Gregory, 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. Gregory, 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. Gregory’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. Gregory 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. Gregory is the beneficial owner, entered into an Amendment to the Jacobi
Agreement agreeing that the Transaction would be entered 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. Gregory’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. Gregory 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.


 


Disclaimer on Forward-looking Statements


 


This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. 
These include statements regarding the use of proceeds from the offerings. In some cases, you can identify forward-looking statements
by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,”
“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this release are only predictions. The Company has based
these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements
speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be
predicted or quantified and some of which are beyond the Company’s control. Except as required by applicable law, the Company does
not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future
events, changed circumstances or otherwise.


 



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: June 1, 2022


By:


/s/ Emil Assentato



 


Name:


Emil Assentato



 


Title:


President and Chief Executive Officer



 


 


2



 


 






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