Filing Overview
Registrant: Nukkleus Inc. The request identifies T3 Defense Inc., but the supplied Form 8-K is filed by Nukkleus Inc. and does not mention T3 Defense.
Report date: May 29, 2024; signed May 30, 2024. The filing reports Nasdaq listing-compliance matters under Item 3.01.
Financial and Liquidity Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, cash balances, liquidity measures, or other operating financial metrics. It states that the Company had not timely filed its Form 10-Q for the quarter ended March 31, 2024.
Material Changes and Listing Matters
- Nasdaq notified the Company on May 29, 2024 that it was not complying with Listing Rule 5250(c)(1) because the Form 10-Q for the quarter ended March 31, 2024 had not been timely filed.
- The Company had previously received notices relating to the minimum bid price, minimum market value of publicly held shares, and minimum market value of listed securities requirements.
- The notification had no immediate effect on the listing or trading of the common stock on the Nasdaq Global Market.
Outlook, Risks, and Contingencies
- The Company must submit a plan of compliance to Nasdaq by July 29, 2024.
- If Nasdaq accepts the plan, it may, at its discretion, grant an extension of up to 180 calendar days from the Form 10-Q due date, potentially through November 11, 2024, to demonstrate compliance.
- For the minimum bid price deficiency, the Company had until November 4, 2024 to regain compliance.
- For the minimum market value of publicly held shares and minimum market value of listed securities deficiencies, the Company had until November 12, 2024 to regain compliance.
- The Company stated that it was working to complete and file the Form 10-Q, but cautioned that it could not assure timely remediation or that Nasdaq would grant any further extension.
Investor Verification Priorities
- Verify the correct registrant, because the provided filing is for Nukkleus Inc., not T3 Defense Inc.
- Confirm when the March 31, 2024 Form 10-Q was filed and review its financial statements, liquidity position, and going-concern disclosures.
- Confirm whether Nasdaq accepted the compliance plan and whether the Company regained compliance by the applicable deadlines.
- Monitor the common stock’s bid price and market-value metrics, as well as any subsequent delisting or extension notices.