SEC Form 8-K Summary
Registrant: Nukkleus Inc. The request identifies T3 Defense Inc., but the provided filing is filed by Nukkleus Inc.
Reporting date: May 16, 2024; signed May 21, 2024. The filing reports Nasdaq listing deficiencies under Item 3.01.
Business Context and Reporting Period
Nukkleus Inc. received two notification letters from The Nasdaq Stock Market stating that it no longer satisfied the minimum Market Value of Publicly Held Shares (MVPHS) and minimum Market Value of Listed Securities (MVLS) requirements for continued listing on the Nasdaq Global Market.
The common stock continued to trade on Nasdaq under the symbol NUKK as of the filing, and the notifications had no immediate effect on trading.
Financial and Listing Metrics
| Requirement | Minimum threshold | Reported status | Compliance deadline |
|---|---|---|---|
| MVPHS | $15 million | Not satisfied based on measurements from April 1 through May 15, 2024 | November 12, 2024 |
| MVLS | $50 million | Not satisfied based on measurements from April 1 through May 15, 2024 | November 12, 2024 |
The filing does not provide revenue, profit, cash flow, margins, debt, cash, liquidity, or other operating financial metrics.
Material Changes Versus the Prior Comparable Period
No prior-period operating or financial comparison is provided. The material development is the loss of compliance with both Nasdaq MVPHS and MVLS continued-listing requirements.
Outlook, Risks, and Contingencies
- The Company has 180 calendar days, through November 12, 2024, to regain compliance with each requirement.
- For MVPHS compliance, the market value of publicly held shares must be at least $15 million for a minimum of 10 consecutive business days.
- For MVLS compliance, the market value of listed securities must be at least $50 million for a minimum of 10 consecutive business days.
- The Company intends to monitor MVPHS and MVLS and may consider available options to regain compliance.
- The filing states that there is no assurance the Company will regain compliance, remain compliant with other Nasdaq requirements, or satisfy requirements to transfer its common stock listing to the Nasdaq Capital Market.
Important Facts for Investors to Verify
- Confirm that the filing relates to Nukkleus Inc., not T3 Defense Inc.
- Verify whether Nukkleus regained MVPHS and MVLS compliance by November 12, 2024.
- Review subsequent SEC filings and Nasdaq notices for any delisting determination, appeal, extension, or transfer to the Nasdaq Capital Market.
- Assess any financing, reverse stock split, recapitalization, or other corporate action undertaken to address the listing deficiencies.
- Review the Company’s latest financial statements separately, since this 8-K does not provide operating or liquidity data.