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Nukkleus Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

DFNS$2.01-12.2%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001213900-25-076794

Item 1A. Risk FactorsRecent Sales of Unregistered SecuritiesDefaults Upon Senior SecuritiesMine Safety Disclosures

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001213900-25-111026

Item 1A. Risk FactorsRecent Sales of Unregistered SecuritiesDefaults Upon Senior SecuritiesMine Safety Disclosures

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 12 previous paragraphs and 12 current paragraphs.

9 unchanged; 0 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

The current filing states there were no material changes to risk factors.

This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.

Current filing’s statement

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-KT for the period ended December 31, 2024 as filed with the SEC on May 8, 2025, as amended July 9, 2025 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Added paragraphs (3)

Current report

During the three months ended September 30, 2025, the remaining 1,353,333 Pre-funded Warrant units and the 2,499,999 Private Placement Warrant units were exercised on a cashless basis, resulting in the issuance of an aggregate 4,899,166 shares of common stock.

Current report

In August 2025, the Company issued 123,860 and 243,155 shares of common stock in connection with the cashless exercise of the August 2024 Warrant and the conversion of the August 2024 Note, respectively.

Current report

In September 2025, the Company issued 310,000 shares of common stock to Mandragola Ltd. in connection with a new joint venture agreement.
Removed paragraphs (3)

Previous report

On April 4, 2025, the Company entered into a settlement agreement with a former consultant of the Company. Pursuant to the terms of the settlement agreement, the Company issued 12,500 shares of common stock to the consultant.

Previous report

On May 13, 2025, a consultant submitted a cashless exercise of 100,000 options granted in November 2024, which resulted in an issuance of 84,276 shares of common stock.

Previous report

During the three months ended June 30, 2025, YA II PN, LTD. converted all principal and accrued interest on the $500,000 note issued December 3, 2024 for 260,300 shares of common stock.