Entry into a Material Definitive



 




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
sh ares 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



 




Exhibit No.


 


Description



10.1


 


Purchase and Sale Agreement by and between Nukkleus, Inc. and Michael Stephen Greenacre; Nicholas Aaron Gregory; Jamal Khurshid; Travers David Lee; Azam Shah; Craig Iain Vallis; Bertram Bartholomew Worsley; and Oliver James Worsley dated May 24, 2021 (1)



10.2


 


Stock Option Exercise Agreement by and between Nukkleus, Inc. and Michael Stephen Greenacre; Nicholas Aaron Gregory; Jamal Khurshid; Travers David Lee; Azam Shah; Craig Iain Vallis; Bertram Bartholomew Worsley; and Oliver James Worsley dated August 30, 2021



104


 


Cover Page Interactive Data File (embedded within the Inline XBRL document)



 



(1)

Incorporated by reference to the Form 8-K Current Report as filed
with the Securities Exchange Commission on May 28, 2021.


 



1


 



 


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.


 




 


NUKKLEUS INC.



 




September 2, 2021


By:


/s/ Emil Assentato



 


 


Name: Emil Assentato



 


 


Title: President and Chief Executive Officer



 


 


2



 


 






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