Business Context and Reporting Period
This Form 8-K, dated January 12, 2026, reports the completion of an acquisition by Nukkleus Inc. (NUKK). The filing details the purchase of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc. (Star 26), a Nevada corporation. Star 26 holds interests in defense and technology businesses, including a 100% stake in B. Rimon Agencies Ltd. (defense components), a majority stake in Water.io Ltd. (smart hydration and AI command centers), and a convertible loan to I.T.S Industrial Techno-logic Solutions (motion control technologies).
Key Financial Metrics and Transaction Consideration
The aggregate consideration paid by Nukkleus Inc. for the acquisition consisted of the following components:
- Investment Note: $16,000,000 issued as a 12-month note.
- Cash: $500,000 paid at closing (net of a $4,500,000 credit for previously borrowed funds).
- Common Stock: 4,770,340 shares of Nukkleus Inc. common stock.
- Warrant: Right to purchase 12,017,648 shares at $1.50 per share, exercisable for five years.
- Short-Term Debt: A $3,000,000 promissory note maturing in six months (8% interest) and a $3,000,000 promissory note maturing in three months.
The filing does not provide specific revenue, profit, cash flow, or margin figures for the reporting period, as this is a transactional report rather than a periodic financial statement. The cash portion was funded from Nukkleus Inc.'s available cash on hand.
Material Changes and Ownership Structure
As a result of the transaction, Star 26 became a wholly-owned subsidiary of Nukkleus Inc. The Company cancelled $4,500,000 in promissory notes previously issued by Star 26 to Nukkleus Inc., applying this amount as a credit against the cash consideration. Menachem Shalom, the CEO of Nukkleus Inc. and controlling shareholder of Star 26, now beneficially holds approximately 27.83% of Nukkleus Inc. following the issuance of new shares and warrants.
Outlook, Risks, and Unusual Items
The transaction was approved by shareholders on December 16, 2025, and confirmed by The Nasdaq Stock Market LLC on January 9, 2026. The securities issued (Common Stock and Warrants) were unregistered, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and are restricted securities. The filing incorporates by reference audited financial statements of Star 26 and unaudited pro forma financial information previously filed in a Schedule 14A on November 24, 2025. No specific forward-looking guidance or risk factors beyond standard transactional disclosures are detailed in this specific 8-K text.
Investor Verification Checklist
- Verify the total dilution impact of the 4,770,340 new shares and the 12,017,648 warrant shares on existing shareholders.
- Review the Schedule 14A filed on November 24, 2025, for the audited financial statements of Star 26 and pro forma financial information.
- Assess the liquidity impact of the $16,000,000 Investment Note and the $6,000,000 in short-term promissory notes maturing in 2026.
- Confirm the operational integration plans for Star 26's subsidiaries (Rimon, Water.io, and I.T.S) as disclosed in the press release (Exhibit 99.1).
- Monitor the beneficial ownership concentration of Menachem Shalom, now holding approximately 27.83% of the company.