Nukkleus Inc. 8-K

What Happened

• Nukkleus Inc. announced on Jan. 15–16, 2026 that it closed a purchase of 100% of Nimbus Drones Technologies and Marketing Ltd., an Israeli unmanned aerial systems company formed in 2024.
• In connection with the stock purchase agreement, Nukkleus issued 1,850,000 restricted common shares and a $3,250,000 convertible promissory note (24-month term, 6% interest) to the seller (Elad Defense LLC), in exchange for all issued and outstanding Nimbus shares. A press release announcing the transaction was furnished on Jan. 16, 2026.

Key Details

• Acquisition date: January 15, 2026 (8-K filed Jan. 16, 2026).
• Consideration: 1,850,000 restricted common shares + $3,250,000 convertible note.
• Note terms: 24-month maturity, 6% interest, convertible at seller’s option at $2.00 per share (conversion limited so holder cannot beneficially own more than 4.99% of outstanding common shares).
• Target business: Nimbus — Israeli aerospace robotics company specializing in custom professional unmanned aerial systems and services.

Why It Matters

• This is an inorganic growth move: Nukkleus has added an aerospace robotics business that could expand its product/service offerings in professional drone systems.
• Immediate dilution: 1.85M restricted shares were issued at closing; the convertible note could add up to 1,625,000 shares if fully converted (3.25M / $2.00) before any contractual ownership cap—potential dilution risk for existing shareholders.
• Financing structure: the deal uses equity plus a convertible note rather than all-cash, which preserves cash but creates potential future dilution and a repayment/interest obligation if not converted.
• Investors should watch future disclosures for outstanding share count, any conversions or additional payments, and operational updates on Nimbus integration and revenue contribution.