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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 28, 2024
NUKKLEUS INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39341 |
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38-3912845 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
525 Washington Blvd.
Jersey City, New Jersey 07310
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, $0.0001 par value per share |
|
NUKK |
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The Nasdaq Stock Market LLC |
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|
|
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Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share |
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NUKKW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On May 28, 2024, Nukkleus Inc. (the “Company”)
entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Silverback Capital Corporation (“SCC”)
to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables
between the Company and designated vendors of the Company totaling $1,118,953.75 (the “Payables”) and will exchange such Payables
for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares
shall be priced at 70% of the average of the three lowest trading prices during the five trading day period prior to a share request,
which may not be less than $0.05 per share. In the event the Company’s market price decreases to or below $0.75 per share, then
either the Company or SCC may declare a default. SCC has agreed that it will not become the beneficial owner of more than 4.99% of common
stock of the Company at any point in time. Further, the Settlement Agreement provides that Settlement Shares may not be issued to SCC
if such issuance would exceed 19.9% of the outstanding common stock as of May 23, 2024. The
Settlement Agreement and the issuance of the Settlement Shares was approved by the Circuit Court of the Twelfth Judicial Circuit Court
for Manatee County, Florida (the “Court”) on May 29, 2024 (Case No. 2024 CA 755). The Court entered an Order confirming the
fairness of the terms and conditions of the Settlement Agreement and the issuance of the Settlement Shares.
The issuance of the Settlement Shares is being
made in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, which exempts
from registration any securities issued in exchange for one or more outstanding securities, claims or property interests where the terms
and conditions of such issuance and exchange are approved by a court of competent jurisdiction after a hearing upon the fairness of such
terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NUKKLEUS INC. |
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|
|
Date: June 3, 2024 |
By: |
/s/ Emil Assentato |
|
Name: |
Emil Assentato |
|
Title: |
Chief Executive Officer |
Exhibit 10.1
SETTLEMENT AGREEMENT AND
STIPULATION
THIS SETTLEMENT AGREEMENT
and STIPULATION is dated as of May 28th, 2024
(the “Settlement Date”) by and between Nukkleus Inc. (“NUKK” or the “Company”), a corporation formed
under the laws of the State of Delaware, and Silverback Capital Corporation, (“SCC”), a Delaware Corporation.
BACKGROUND:
WHEREAS, there are bona fide outstanding
liabilities of the Company in the principal amount of not less than $ 1,118,953.75 and
WHEREAS, these liabilities are in default
or past due; and
WHEREAS, SCC acquired such liabilities
on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however to the agreement of the Company and
compliance with the provisions hereof; and
WHEREAS, NUKK and SCC desire to
resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule A and the Claims Purchase
Agreements and debt instruments attached and annexed thereto and incorporated herein (hereinafter collectively referred to as the “Claims”).
NOW, THEREFORE, the parties hereto agree as follows:
1. Defined
Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
“AGREEMENT” shall have the
meaning specified in the preamble hereof.
“PARTY or PARTIES” shall mean Silverback Capital Corporation or
“SCC” or/and Nukkleus, Inc. “NUKK” or “Company.
“CLAIM AMOUNT”
shall mean $ 1,118,953.75 (Subject to any applicable discounts pursuant to the annexed Claims Purchase Agreements).
“CLOSING
PRICE” shall mean the Sale Price of the last transaction of the Common Stock completed during the day’s trading session
preceding the Settlement Date on the Principal Market.
“COMMON
STOCK” shall mean the Company’s common stock, $ $0.0001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).
“COURT”
shall mean Circuit Courts within the Twelfth Judicial Circuit of Florida. “DRS” shall have the meaning specified in Section
3b.
“DTC”
shall have the meaning specified in Section 3b. “DWAC” shall have the meaning specified in Section 3b. “FAST”
shall have the meaning specified in Section 3b.
“SALE PRICE” shall mean
the Sale Price of the Common Stock on the Principal Market.
“MARKET PRICE” shall have the meaning specified in Section 9.
“PRINCIPAL
MARKET” shall mean the Nasdaq Global Market, the Nasdaq Capital Market, CBOE, OTC Markets, OTC Pink, the Over the Counter Bulletin
Board, QB marketplace, or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common
Stock.
“PURCHASE PRICE” shall mean
the Closing Price on the Settlement Date.
“SELLER” shall mean any individual or entity listed on Schedule A, who
originally owned the Claims.
“SHAREHOLDER
APPROVAL” shall mean such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any
successor entity) from the shareholders of the Company with respect
to the transactions contemplated by the Settlement Agreement and Stipulation, including the issuance of that portion of the shares of
Common Stock which are in excess of 19.99% of the issued and outstanding Common Stock on the Settlement Date.
“TRADING
DAY” shall mean any day during which the Principal Market shall be open for business.
“TRANSFER
AGENT” shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock
upon the Company’s appointment of any such substitute or replacement transfer agent).
“VALUATION
PERIOD” shall mean the five (5) day trading period preceding the share request inclusive of the day of any Share Request
pursuant to this agreement (the “trading period”); provided that the Valuation Period shall be extended as necessary in
the event that (1) the Initial Issuance is delivered in more than one tranche pursuant to Sections 3(a) though 3(c) below, in which
case the Valuation Period for each issuance shall be extended to include additional trading days pursuant to such issuance. The
Valuation Period shall begin on the date of any Share Request pursuant to this Agreement, but shall be suspended to the extent that
(i) any subsequent Initial Issuance tranche and/or Additional Issuance is due to be made until such date as such Initial Issuance
tranche and/or Additional Issuance is delivered to NUKK pursuant to Section 3(b)(ii); or (ii) the Company effectuates a reverse
stock split during the Valuation Period. Any period of suspension of the Valuation Period shall be established by means of a written
notice from SCC to the Company.
2. Fairness
Hearing. Upon the execution hereof, Company and SCC agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”),
to expeditiously submit the terms and conditions of this Agreement to the
Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares.
This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto
as Exhibit A (the “Order”).
3. Settlement
Shares. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the execution by SCC and Company of the Stipulation
and Order of Dismissal (as defined below) subject to paragraph 7 herein and subject to the Shareholder Approval for issuance of that portion
of shares of Common Stock which are in excess of 19.99% of the issued and outstanding shares of Common Stock on the Settlement Date, Company
shall issue and deliver to SCC shares of its Common Stock (the “Settlement Shares”) as follows:
a. In
settlement of the Claims, Company shall initially issue and deliver to SCC, in one or more tranches as necessary subject to paragraph
3(d) and (e) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set
forth below, sufficient to satisfy the compromised amount (the total amount of the claims divided by the purchase price) through the issuance
of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Settlement Shares”). The Company
shall also issue to SCC, on the issuance date(s), Forty Thousand (40,000) freely trading shares pursuant to Section 3(a)(10) of the Securities
Act in accordance herewith as a settlement fee.
b. No later than the
first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) transmit via
email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the
form annexed hereto as Exhibit B; and (ii) issue and deliver to SCC Settlement Shares and Settlement Fee Shares in one or more
tranches as necessary, as Direct Registration Systems (DRS) shares to SCC’s account with the Depository Transfer Company (DTC)
or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit and Withdrawal at Custodian (DWAC) system,
without any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of freely
trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, SCC may deliver a request to
NUKK either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount
(designated in U.S. dollars) of Common Stock to be issued to SCC (the “Share Request” or “Conversion
Notice”). The date upon which the first tranche of the Initial Issuance shares along with any Shares issued as a Settlement
Fee have been received into SCC’s account and are available for sale by SCC shall be referred to as the “Issuance
Date”. Additionally, the Company shall be fully responsible for all of the Transfer Agent’s costs for each and every
conversion of the Settlement Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent. The
Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide SCC with the
Company’s current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at
any time upon the request of SCC to the Company’s Transfer Agent.
c. During
the Valuation Period, the Company shall deliver to SCC, through the Initial Issuance and any required Additional Issuance subject to paragraph
3(d) and (e) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount,
divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to
be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number
of shares outstanding as of the date of its execution.
d. At
the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, SCC
shall promptly deliver any remaining shares to Company or its transfer agent for cancellation.
e. Notwithstanding
anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee Shares
beneficially owned by SCC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of
Company then beneficially owned by SCC, or deemed beneficially owned by SCC, would result in SCC owning more than 4.99% of all of such
Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one
or more tranches.
f. For
the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request
shall be rounded up to the nearest decimal place of .00001.
4. Necessary
Action. At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to take or cause
to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents,
as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated
hereby.
5. Releases. Upon
receipt of all of the Settlement Shares and Settlement Fee Shares for and in consideration of the terms and conditions of this
Agreement, and except for the obligations, representations, indemnifications pursuant to paragraph 16 herein and covenants arising or
made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of
their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives,
attorneys, predecessors, successors and assigns (the “Released Parties”), of and from any and all claims, damages, cause
of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated,
which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing
contained herein shall be deemed to negate or affect SCC’s right and title to any securities heretofore issued to it by
Company or any subsidiary of Company.
6. Representations.
Company hereby represents, warrants and covenants to SCC as follows:
a. There
are forty million (40,000,000) shares of Common Stock of the Company authorized as of May 7, 2024, of which approximately fourteen million
one hundred two thousand four hundred and fourteen (14,102,414) Shares of Common Stock are issued and outstanding as of May 7, 2024; and
twenty-five million eight hundred ninety-seven thousand five hundred and eighty-six (25,897,586) Shares of Common Stock are available
for issuance pursuant hereto;
b. The
shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be duly and validly issued, fully
paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities;
c. The
shares will be exempt from registration under the Securities Act and issuable without any restrictive legend;
d. The
Company shall initially reserve from its duly authorized capital stock a number of shares of Common Stock at least equal to 1.5 times
the greater of the number of shares that could be issued pursuant to the terms of the Order and that Company shall initially reserve at
its transfer agent, at a minimum, Four Million (4,000,000) shares during the Valuation Period in order to ensure that it can properly
carry out the terms of this agreement, which may only be released to Company once all of the Settlement Shares and Settlement Fee Shares
have been delivered and converted pursuant to this agreement and Company’s obligations are otherwise fully satisfied or there has
otherwise been a default pursuant to the terms of this agreement; of this reserve amount, SCC plans on converting this Settlement into
that number of shares and in many instances more shares, should the price go down. In the event that Company effectuates a reverse split
of Company’s Common Stock while any obligations are owed to SCC pursuant to this Agreement by Company, then the reserve shares shall
be proportionately adjusted;
e. If
at any time it appears reasonably likely that there may be insufficient authorized shares and/or reserve shares to fully comply with the
Order, Company shall promptly increase its authorized shares and/or reserve shares to ensure its ability to timely comply with the Order;
f. As
of the date of this agreement the execution of this Agreement and performance of the Order by Company and SCC will not (1) conflict with,
violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account
receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective
affiliates, that has not already been obtained;
g. Without
limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring
payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court;
h. The
Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement;
i. The
Company has corporate Shareholder’s delegations in place with sufficient authorized capital or shall arrange a Shareholder’s
meeting to satisfy the legal and regulatory requirements in connection with this transaction;
j. The
corporate issuance shall be made without preferred sufficient subscription rights of the existing Shareholder’s or holders of Securities
granting access to the Company’s capital;
k. This
Settlement Agreement and Stipulation shall be subject to all required corporate authorizations by the Company;
l. The
execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company
and its Board of Directors (including a majority of its independent directors), and this Agreement has been duly executed and delivered
by Company;
m. Company
did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company’s common stock
or other securities;
n. There
has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Claims. There is no action based
on the Claims that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal
proceeding with the exceptions as contained in the Claim Purchase Agreements;
o. There
are no taxes due, payable or withholdable as an incident of Seller’s provision of goods and services, and no taxes will be due,
payable or withholdable as a result of settlement of the Claims;
p. Seller
was not and within the past ninety (90) days has not been directly or indirectly through one or more intermediaries in control, controlled
by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act;
q. Company
is operational and is a non-shell company within the meaning of Rule 405 and all applicable Securities Rules and Registration pertaining
thereto;
r. Company
represents that Seller is not, directly or indirectly, utilizing any of the proceeds received from SCC for selling the Claims to provide
any consideration to or invest in any manner in the Company or any affiliate of the Company;
s. Company
has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading in
the Common Stock; and
t. Seller
will not, directly or indirectly, receive any consideration from or be compensated in any manner by, the Company, or any affiliate of
the Company, in exchange for or in consideration of selling the Claims;
u. Company
represents that none of the services provided or to be provided which gave rise to the Claims were or are services related to promoting
the Company’s Securities or that may be considered investor relations services;
v. Company
represents that each Claim being purchased pursuant hereto is a bona-fide Claim against the Company and that the invoices or written contract(s)/promissory
notes underlying each Claim are accurate representations of the nature of the debt and the amounts owed by the Company to Seller and that
the goods or services which are the subject of the Claims being purchased have been received or rendered;
w. Company
acknowledges that SCC or its affiliates may from time to time, hold outstanding securities of the Company which may be convertible in
shares of the Company’s common stock at a floating conversion rate tied to the current market price for the stock. The number of
shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily
limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company’s executive
officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that
they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such
transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement
Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other
shareholders of the Company. The Board of Directors of the Company has further given its consent for each conversion of shares of stock
pursuant to this agreement and agrees and consents that same may occur below the par value of the Company’s Common Stock if applicable.
x. None
of the transactions agreements or proceedings described above is part of a plan or scheme to evade the registration requirements of the
Securities Act and NUKK and SCC are acting and has acted in an arms length capacity.
7. Continuing
Jurisdiction. Simultaneously with the execution of this Agreement, the attorneys representing the parties hereto will execute a stipulation
of dismissal substantially in the form annexed hereto as Exhibit C (the “Stipulation of Dismissal”). The parties hereto expressly
agree that said Stipulation of Dismissal shall not be filed, but shall be held in escrow by counsel for SCC, until such time that Company
has fully complied with all of its obligations pursuant to this Settlement Agreement and Stipulation. In order to enable the Court to
grant specific enforcement or other equitable relief in connection with this Agreement, (a) the parties consent to the jurisdiction of
the Court for purposes of enforcing this Agreement, and (b) each party to this Agreement expressly waives any contention that there is
an adequate remedy at law or any like doctrine that might otherwise preclude injunctive relief to enforce this Agreement.
8.
Conditions Precedent/ Default.
a. If
Company shall default in promptly delivering the Settlement Shares or Settlement Fee Shares to SCC in the form and mode of delivery as
required by Paragraphs 2, 3, 4 and 6 herein or otherwise fail in any way to fully comply with the provisions thereof;
b.
If the Order shall not have been entered by the Court on or prior to ninety (90) days after execution of this agreement;
c. If
the Company shall fail to comply with the Covenants set forth in Paragraph 15 hereof;
d. If Bankruptcy,
dissolution, receivership, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors or other legal proceedings for any reason shall be instituted by or against the
Company; or if the trading of the Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal Market;
or trading in securities generally on the Principal Market shall have been suspended or limited; or, minimum prices shall have been
established for securities traded on the Principal Market, or SCC’s selling broker, or eligible for delivery via DTC or DWAC;
or any portion of the Common Stock is for any reason not eligible or unable to be deposited and/or cleared through SCC’s
broker, brokerage account and/or clearing agent for trade without restriction on the Principal Market pursuant to the requirements
of this Agreement; or the Common Stock is no longer eligible for book transfer delivery via DWAC; or the Company is delinquent or
has not made its required Securities and Exchange Commission filings or disclosures in whole or in part; or if any time, subject to
the terms and conditions contained within paragraph 8(e) below, the Sale Price for the Company’s Common Stock drops to at or
below $0.75 (which price shall be proportionately adjusted in the event of a reverse split); or if at any time, the thirty (30) day
average volume of the trading of the Company’s Common Stock drops to at or below One Hundred Thousand (100,000) shares per
day; or there shall have been any material adverse change (i) in the Company’s finances or operations, or (ii) in the
financial markets such that, in the reasonable judgment of SCC, makes it impracticable or inadvisable to trade the Settlement Shares
along with any Settlement Fee Shares; and such suspension, limitation or other action is not cured within three (3) trading days;
then the Company, subject to terms and conditions contained within Paragraph 8(e) below, shall be deemed in default of the Agreement
and Order and this Agreement and/or any remaining obligations, in whole or in part, of SCC pursuant to this Agreement shall be
voidable in the sole discretion of SCC, unless otherwise agreed by written agreement of the parties;
e. In the event that
the Sale Price for the Company’s Common Stock drops to at or below $0.75 which price shall be proportionately adjusted in the
event of a reverse split) as specified in paragraph 8(d) herein, then either Party shall have the right, in either Party’s
sole, and absolute discretion, to declare a default of the terms and conditions precedent as specified in paragraph 8(d) herein. In
the event of a default being declared by either Party pursuant to this paragraph 8(e), then any remaining obligations or rights of
SCC to make ay payments not previously made to Creditors pursuant to the Claim Purchase Agreements as referenced in this Agreement
shall be voidable in the sole and absolute discretion of the Party declaring the default. In the event of a default being declared
by either Party pursuant to this section 8(e), the SCC shall have no further right or obligation to make the remaining payments not
made to Creditors as contemplated in this Settlement Agreement and Stipulation, Schedule A, as well as Order approving same, and the
Claim Purchase Agreements along with all settlement fee shares required hereby.
f. In the event that
the Company fails to fully comply with the conditions precedent as specified in paragraph 8 a. through d. herein, or the Conditions
Precedent are not fully met or satisfied, then the Company shall be deemed in default of the Agreement and SCC, at its option and in
its sole and absolute discretion, may declare Company to be in default of the Agreement and Order in whole or in part upon notice
given, and this Agreement and/or any remaining obligations of SCC, in whole or in part pursuant to this Agreement shall be voidable
in the sole and absolute discretion of SCC, unless otherwise agreed by written agreement of the parties. In said event, SCC shall
have no further obligation to comply with the terms of this agreement and can thus opt out of making any remaining payments, in
whole or in part, if applicable, not previously made to creditors as contemplated by the Claims Purchase Agreements as referenced in
schedule A. In the event Company is declared to be in default in whole or in part, Company shall remain fully obligated to comply
with the terms of this Settlement Agreement and Stipulation for issuance of shares of stock to SCC for any amount of debt previously
purchased and paid for by SCC pursuant to the terms of this Settlement Agreement and Stipulation, Schedule A, as well as Order
approving same, and the Claim Purchase Agreements along with all settlement fee shares required hereby and any amount of debt
subsequently purchased and paid for by SCC in the event of a partial default. In SCC’s sole discretion, SCC may declare a
partial default pursuant to the terms of this Agreement, including, but not limited to Company’s full compliance and
satisfaction of its obligations and conditions precedent herein as it relates to Purchase of the Claims as more particularly set
forth on Schedule A and the Claims Purchase Agreements and debt instruments attached and annexed thereto and incorporated herein
(hereinafter collectively referred to as the “Claims”). In the event that a partial default is declared, then the
remaining obligations of SCC and Company pursuant to this Agreement, shall remain in full force and effect unless otherwise
defaulted. In the event that Company is declared to be in default of this Agreement prior to successful deposit and clearance of the
Settlement Shares and/or settlement fee shares, Company shall further remain fully obligated for issuance of all settlement fee
shares pursuant to paragraph 3(a) herein.
9. Amended
Purchase Price. If at any time the Sale Price for the Company’s Common Stock drops below the Closing Price, then the Purchase Price
shall mean the lower of (i) the Closing Price on the Settlement Date or (ii) 70% multiplied by the Market Price subject to and notwithstanding
a minimum price floor of $0.05. The “Market Price” shall mean the average of the three (3) lowest traded prices during the
Valuation Period. In the event the Settlement Shares are not delivered on the same date as the Share Request or Conversion Notice, the
Valuation Period will be extended to the date the Settlement Shares and/or Settlement Fee Shares are “Delivered”. “Delivered”
shall mean the date the shares clear deposit into SCC’s brokerage account, which shall be the date SCC is able to trade the shares
free from restrictions of any kind including by SCC’s Brokerage firm, DTC, Company or Company’s Transfer Agent (the “Extended
Valuation Period”). Extending the Valuation Period will
not adjust the number of shares delivered but will adjust the market price, Settlement Shares and the amount the Claim amount is reduced
as a result of the conversion, and will be memorialized by an Amended Share Request or Conversion Notice, which will be submitted to the
Company or Company’s Transfer Agent by SCC, if applicable.
10. Information.
Company and SCC each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents,
conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
11. Ownership
and Authority. Company and SCC represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of
any or all of any claim, demand, right, or cause of action, relating to any matter which is covered by this Agreement, that each is the
sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter
into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable in accordance with its terms.
12. No
Admission. This Agreement is contractual and it has been entered into in order to compromise disputed claims and to avoid the uncertainty
and expense of the litigation. This Agreement and each of its provisions in any orders of the Court relating to it shall not be offered
or received in evidence in any action, proceeding or otherwise used as an admission or concession as to the merits of the Action or the
liability of any nature on the part of any of the parties hereto except to enforce its terms.
13. Binding
Nature. This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs.
14.
Authority to Bind. Each party to this Agreement represents and warrants that the execution, delivery and performance
of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action
of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party
further represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and
execution of this Agreement, and that counsel has reviewed this Agreement. Company further represents and warrants that they have had
corporate legal counsel review and agree to the terms of this Agreement independent of counsel of their choosing to represent Company
at any fairness hearing or hearings to approve this Agreement.
15.
Covenants.
a. For so long as SCC
or any of its affiliates holds any shares of Common Stock, neither Company nor any of its affiliates shall vote any shares of Common
Stock owned or controlled by it, or solicit any proxies or seek to advise or influence any person with respect to any voting
securities of Company; in favor of (1) an extraordinary corporate transaction, such as a reorganization, reverse stock split or
liquidation, involving Company or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Company or any
of its subsidiaries, (3) any material change in the present capitalization or dividend policy of Company, (4) any other material
change in Company’s business or corporate structure, (5) a change in Company’s charter, bylaws or instruments
corresponding thereto (6) causing a class of securities of Defendant to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a
class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, (8) terminating its Transfer Agent (9) taking any action which would impede the
purposes and objects of this Settlement Agreement or (10) effectuating or taking any action, intention, plan or arrangement similar
to any of those enumerated above. The provisions of this paragraph may not be modified or waived without further order of the
Court.
b. Immediately
upon the signing of the Settlement Order by the Court, the Company shall cause to be filed a Form 8-K with the Securities and Exchange
Commission disclosing the settlement or Press Release as applicable. The Company shall further immediately file such additional SEC filings
as may be or are required in respect of the transactions.
c. SCC
hereby covenants that they have not provided any funds or other consideration to the Company and have no intent to do so. In no event
shall any of the funds received from the sale of shares of the Company in reliance upon the Court Order be used to provide any consideration
to the Company or any affiliate of the Company.
16. Indemnification.
Company covenants and agrees to indemnify, defend and hold SCC and its agents, employees, representatives, officers, directors,
stockholders, controlling persons and affiliates harmless arising from or incident or related to this Agreement, including, without
limitation, any claim or action brought derivatively or by the Seller or Shareholders of the Company and further, harmless against
any charges, claims, suits, losses, expenses, damages, obligations, fines, judgments, liabilities, costs and expenses (including
actual costs of investigation and reasonable attorney’s fees) whether brought by an individual or entity or imposed by a court
of law or by administrative action of any Federal, State or Local governmental body or agency, administrative agency or regulatory
authority related to arising in any manner out of, based upon or in connection with (a) any untrue statement or alleged untrue
statement of a material fact made by the Company or any omission or alleged omission of the Company to state a material fact
required to be stated herein or in any seller document or necessary to make the statements therein not misleading or (b) the
inaccuracy or breach of any covenant, representation or warranty made by the Company contained herein or in any seller document or
(c) any transaction, proposal or any other matter contemplated herein. The Company will promptly reimburse the indemnified parties
for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of,
preparation for or defense of any pending or threatened claim related to or arising in any manner out of any matter contemplated by
this Agreement, or any action or proceeding arising therefrom, whether or not such indemnified party is a formal party to any such
proceeding. This Agreement specifically includes, but is not limited to the foregoing concerning any claim that SCC is in violation
of or has violated Section 5 of the Securities Act of 1933, as amended, for unlawful or unauthorized sale of securities based upon
SCC’s reliance on representations of Company or misrepresentations of Company pursuant to (a), (b) or (c) herein and/or that
any payments made by SCC to Creditors were fraudulent, based upon false instruments provided to SCC or not bona fide claims within
the meaning of Section 3(a)(10) of the Securities Act of 1933 . Notwithstanding the foregoing, the Company shall not be liable in
respect of any claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has
expired or the last right of appeal of has been denied) which resulted solely or in part from the willful misconduct of an
indemnified party or the willful violation of any securities law or regulations by the indemnified party. The Company further agrees
that it will not, without the prior written consent of SCC, settle, compromise or consent to the entry of any judgment in any
pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not SCC or any indemnified
party is an actual or potential party to such proceeding), unless such settlement, compromise or consent includes an unconditional
release of SCC and each other indemnified party hereunder from all liability arising out of such proceeding. In order to provide for
just and equitable contribution in any case in which (i) an Indemnified Party is entitled to indemnification pursuant to this
Indemnification Agreement but it is judicially determined by the entry of a final judgment decree by a court of competent
jurisdiction and (the time to appeal has expired or the last right of appeal has been denied) that such indemnification may not be
enforced in such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified Party is
otherwise entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute to the
aggregate losses, Claims and damages and/or liabilities in an amount equal to the amount for which indemnification was held
unavailable. The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company for or in connection with SCC’s agreement hereunder except for Claims that a court of
competent jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal has
been denied) resulted solely or in part from the willful misconduct of such Indemnified Party or the willful violation of any
securities laws or regulations by an Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company set
forth herein shall be in addition to any liability which the Company may otherwise have an shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.
17. Legal Effect. The parties to this
Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement and the Order provided for
herein, and that the settlement and compromise stated herein is final and conclusive forthwith, shall supersede all prior written or
oral between the parties, subject to the conditions stated herein, and each attorney represents that his or her client has freely
consented to and authorized this Agreement after having been so advised.
18. Mutual
Drafting. Each party has participated jointly in the drafting of this Agreement which each party acknowledges is the result of negotiation
between the parties and the language used in this Agreement shall be deemed to be the language chosen by the parties to express their
mutual intent. If ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted
jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue
of the authorship of any of the provisions of this Agreement.
19. Failure
or Indulgence Not Waiver. No failure or delay on the part of SCC in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise available.
20. Waiver
of Defense. Each party hereto waives a statement of decision, and the right to appeal from the Order after its entry. Company further
waives any defense based on the rule against splitting causes of action. The prevailing party in any motion to enforce the Order shall
be awarded its reasonable attorney fees and expenses in connection with such motion. Except as expressly set forth herein, each party
shall bear its own attorneys’ fees, expenses and costs.
21. Signatures.
This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed valid and
binding on each party when duly executed by all parties. Facsimile and electronically scanned signatures shall be deemed valid and binding for all purposes.
This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement
supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
22. Choice
of Law, Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all terms and
provisions hereof shall be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made
and to be fully performed in that State and without regard to the principles of conflicts of laws thereof. Any action brought to enforce,
or otherwise arising out of this Agreement shall be brought only in State Court sitting in the Twelfth Judicial Circuit, State of Florida.
23. Exclusivity.
For a period of the later of one hundred eighty (180) days from the date of the execution of this Agreement or upon SCC’s final
sale of all shares of stock issued pursuant hereto subsequent to final adjustment; (a) Company and its representatives shall not enter
into any exchange transaction under Section 3(a)(10) of the Securities Act nor directly or indirectly discuss, negotiate or consider any
proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having an effect or result similar
to the transactions contemplated hereby without the express written consent of SCC; and (b) SCC shall have the exclusive right to negotiate
and execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.
24. Inconsistency.
In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith, the terms
of this Agreement shall control to the extent necessary to resolve such inconsistency.
25. NOTICES.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of
| (a) | the date delivered, if delivered by personal delivery as
against written receipt therefore or by confirmed facsimile transmission, |
| (b) | the fifth business day after deposit, postage prepaid, in
the United States Postal Service by registered or certified mail, or |
| (c) | the second business day after mailing by domestic or international
express courier, with delivery costs and fees prepaid, |
| (d) | delivery by email upon delivery, |
in each case, addressed to each of
the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days’
advance written notice similarly given to each of the other parties hereto):
Company:
|
Nukkleus
Inc. |
|
525
Washington Blvd. |
|
Jersey City, NJ 07310 |
|
Attn: Emil Assentato, CEO |
|
Telephone
No.: 516-384-2577 |
|
E-mail: |
eassentato@nukk.com |
With copy to
|
Fleming PLLC |
|
30 Wall Street, 8th Floor |
|
New York, NY 10005 |
|
Tel: 516-902-6567 |
|
Email: |
smf@flemingpllc.com |
IN WITNESS WHEREOF, the parties have duly executed this Settlement
Agreement and Stipulation as of the date first indicated above.
|
Nukkleus
Inc. |
|
|
|
By: |
/s/ Emil
Assentato |
|
Name: |
Emil
Assentato |
|
Title: |
CEO |
|
By: |
/s/ G Gold |
|
Name: |
G Gold |
|
Title: |
Manager |
EXHIBIT A
IN THE CIRCUIT COURT
OF THE TWELFTH JUDICIAL CIRCUIT
IN AND FOR___________ COUNTY, FLORIDA
Silverback Capital Corporation, a Delaware Corporation, |
|
Plaintiff, |
|
Nukkleus, Inc., |
|
a Delaware Corporation,
Defendant. |
|
________________________________/
ORDER GRANTING APPROVAL
OF SETTLEMENT AGREEMENT AND STIPULATION
This matter having come
on for a hearing on the day _____ of _______, 2024, to approve the Settlement Agreement entered into as of _______ ___, 2024 between
Plaintiff, Silverback Capital Corporation. (“Plaintiff”) and Defendant, Nukkelus, Inc. (“Defendant” and
collectively with Plaintiff, the “Parties”), and the Court having held a hearing as to the fairness of the terms and
conditions of the Settlement Agreement and Stipulation and being otherwise fully advised in the premises, the Court hereby finds as
follows:
1. The
Court has been advised that the Parties intend that the sale of the Shares (as defined by the Settlement Agreement and, hereinafter, the
“Shares”) to and the resale of the Shares by Plaintiff in the United States, assuming satisfaction of all other applicable
securities laws and regulations, will be exempt from registration under the Securities Act of 1933 (the “Securities Act”)
in reliance upon Section 3(a)(10) of the Securities Act based upon this Court’s finding herein that the terms and conditions of the
issuance of the Shares by Defendant to Plaintiff are fair to Plaintiff;
2. The
hearing having been scheduled upon the consent of Plaintiff and Defendant, Plaintiff has had adequate notice of the hearing and Plaintiff
is the only party to whom Shares will be issued pursuant to the Settlement Agreement;
3. The
terms and conditions of the issuance of the Shares in exchange for the release of certain claims as set forth in the Settlement Agreement
are fair to Plaintiff, the only party to whom the Shares will be issued;
4. The
fairness hearing was open to Plaintiff. Plaintiff was represented by counsel at the hearing who acknowledged that adequate notice of the
hearing was given and consented to the entry of this Order.
It is hereby ORDERED
AND ADJUDGED that the Settlement Agreement and Stipulation is hereby approved as fair to the party to whom the Shares will be
issued, within the meaning of Section 3(a)(10) of the Securities Act and that the sale of the Shares to Plaintiff and the resale of
the Shares in the United States by Plaintiff, assuming satisfaction of all other applicable securities laws and regulations, will be
exempt from registration under the Securities Act of 1933. The Settlement Agreement and Stipulation entered into between the parties
is hereby approved and the parties are ordered to comply with same. The Circuit Court of the Twelfth Judicial Circuit in and for
______________ County, Florida reserves jurisdiction over the parties to this action as well as the subject matter herein for
purposes of contempt and enforcement of the Settlement Agreement and Stipulation as well as for such other purposes as allowed by
law.
SO ORDERED, this ___ day of ____________,
2024.
|
_________________________________ |
|
|
|
The Honorable _____________________ |
Conformed
copies to:
EXHIBIT B
[To be reprinted on Company letterhead]
DATE
Continental Stock Transfer & Trust Company
1 State Street Plaza – 30th Floor
New York, NY 10004
Ladies and Gentlemen:
Nukkleus Inc. (the
“Company”) and Silverback Capital Corporation (the “Investor”) have entered into a 3(a)(10) Settlement dated
______, 2024 in the principal amount of $1,118,953.75 (“the Settlement”) You are hereby irrevocably authorized and instructed
to reserve a sufficient number of shares of common stock (“Common Stock”) of the Company (initially, 3,000,000 Shares
for this specific transaction) for issuance upon full conversion of the Settlement in accordance with the terms thereof.
The ability
to convert the Settlement in a timely manner is a material obligation of the Company pursuant to the Settlement. Your firm is hereby irrevocably
authorized and instructed to issue shares of Common Stock of the Company (without any restrictive legend) to the Investor from the reserve
without any further action or confirmation by the Company upon your receipt from the Investor of: (i) a notice of conversion (“Conversion
Notice”) executed by the Investor; and (ii) an opinion of counsel of the Investor indicating that the issuance of the underlying
common shares upon conversion of the aforementioned Settlement is exempt from registration under the Federal Securities Act of 1933, as
amended (the “Securities Act”) and additionally that the exemption provided by Rule 144 under the Securities Act (including
the fact that the issuer is not restrained by Rule 144(i)), to the effect that the shares of Common Stock of the Company issued to the
Investor pursuant to the Conversion Notice are not “restricted securities” as defined in Rule 144 and should be issued to
the Investor without any restrictive legend, provided however that if such shares are not able to be sold under Rule 144 or any other
exemption under the Securities Act, that the legal opinion from the Investor’s counsel will direct you to affix the following restrictive
legend:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMP ARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT.
The Company
hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the Company with
respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor.
The Company
shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from
and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred
by or asserted against you or any of them arising out of or in connection the instructions set forth herein, the performance of your duties
hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability
hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted
with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act
in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on
the advice of counsel.
The Board of
Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the
terms herein set forth.
Continental
Stock Transfer & Trust Company (“Continental) has not previously received contrary instructions from the issuer or its agents,
nor is Continental aware of any facts or circumstances that would make the transaction improper or illegal under applicable U.S. laws
or regulations.
Very truly yours,
_________________
____________________________
Chief Executive Officer
Acknowledged and Agreed:
Continental Stock Transfer & Trust Company
By: _______________________________
Name:
Title:
EXHIBIT C
IN THE CIRCUIT COURT
OF THE TWELFTH JUDICIAL CIRCUIT
IN AND FOR __________ COUNTY, FLORIDA
Silverback Capital Corporation, a Delaware Corporation, |
|
Plaintiff, |
|
Nukkleus, Inc., |
|
a Delaware Corporation,
Defendant. |
|
________________________________/
STIPULATION AND ORDER OF DISMISSAL
IT IS HEREBY STIPULATED AND AGREED, by
and between the undersigned, the attorneys of record for all the parties to the above-entitled action, pursuant to the Florida Rules of
Civil Procedure, that whereas no party hereto is an infant or incompetent person for whom a committee has been appointed or conservatee
and no person not a party has an interest in the subject matter of the action, the above-entitled action be, and the same hereby is, dismissed,
each party to bear its own costs.
Dated: ________________, 2024.
|
|
|
Attorney for Plaintiff |
|
Attorney for Defendant |
SO ORDERED: |
|
|
|
|
|
|
The Honorable |
|
|
CLAIM SCHEDULE A
Company | |
ArentFox
Schiff | | |
Beyond Media SEZC | | |
Continental Stock Transfer & Trust | | |
Loeb & Loeb, LLP | | |
Plumtree Capital Limited | | |
| |
Nature of Claim | |
Contract/
Services | | |
Contract/
Services | | |
Contract/
Services | | |
Contract/
Services | | |
Contract/
Services | | |
TOTALS | |
Payment
to be paid within ten (10) business days after Court order granting approval of settlement agreement pursuant to Claims Purchase
Agreements annexed hereto. | |
$ | 141,667.00 | | |
$ | 150,000.00 | | |
$ | 170,953.75 | | |
$ | 100,000.00 | | |
$ | 24,333.00 | | |
$ | 586,953.75 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Payment to be
paid within thirty (30) business days and any applicable additional days which could be triggered by a default event after Court
order granting approval of settlement agreement pursuant to Claims Purchase Agreements annexed hereto. | |
$ | 141,667.00 | | |
| | | |
| | | |
$ | 100,000.00 | | |
$ | 24,333.00 | | |
$ | 266,000.00 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Payment to be
paid within sxity (60) business days and any applicable additional days which could be triggered by a default event after Court
order granting approval of settlement agreement pursuant to Claims Purchase Agreements annexed hereto. | |
$ | 141,666.00 | | |
| | | |
| | | |
$ | 100,000.00 | | |
$ | 24,334.00 | | |
$ | 266,000.00 | |
Total Debt Purchased | |
$ | 425,000.00 | | |
$ | 150,000.00 | | |
$ | 170,953.75 | | |
$ | 300,000.00 | | |
$ | 73,000.00 | | |
$ | 1,118,953.75 | |
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|
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|
Document Period End Date |
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|
Entity File Number |
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|
Entity Registrant Name |
NUKKLEUS INC
|
Entity Central Index Key |
0001787518
|
Entity Tax Identification Number |
38-3912845
|
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DE
|
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|
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|
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NASDAQ
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