Nukkleus Inc美股招股说明书(2025-12-23版)

13,090,500 Sharesof Common Stock This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus, including theirtransferees, pledgees or donees or their respective successors (collectively, the “Selling Stockholders”), of up to 13,090,500 shares (the“Shares”) of the common stock, par value $0.0001 per share (the “Common Stock”), of Nukkleus Inc., a Delaware corporation (the“Company” or “Nukkleus”), which consists of up to 5,112,000 Shares (the “Conversion Shares”) issuable upon the conversion of theoutstanding shares of our Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and (ii)up to 7,978,500 Shares (the “Warrant Shares”) issuable upon the exercise of common warrants (the “Common Warrants”). The sharesof Series A Preferred Stock and the Common Warrants were purchased by certain accredited investors in a private placement (the“September 2025 Private Placement”) pursuant to the Securities Purchase Agreement, dated September 4, 2025, by and between theCompany and such investors (the “Securities Purchase Agreement”). Each share of Series A Preferred Stock has a stated value of $50,000 (the “Stated Value”) and was initially convertible into10,224 Conversion Shares (or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)), calculated by dividing the StatedValue by the initial conversion price equal to $4.89 per share of Series A Preferred Stock (the “Initial Conversion Price”). Upon theCompany obtaining stockholder approval of the transactions contemplated by the Securities Purchase Agreement and the relatedagreements at the special meeting of stockholders held on December 16, 2025 (the “Special Meeting”), the Initial Conversion Pricewas adjusted to the lower of (i) $4.72 per share and (ii) the price per share upon the earlier of (A) effectiveness of the registrationstatement of which this prospectus is a part or (B) upon applicability of Rule 144, as such Rule may be amended or interpreted fromtime to time (“Rule 144”), under the Securities Act of 1933, as amended (the “Securities Act”), as it relates to the sale of theConversion Shares. The Initial Conversion Price is subject to further adjustment upon stock splits, distributions, reorganizations,reclassifications, change of control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offeringsmade by the Company while the Series A Preferred Stock remains outstanding (subject to certain exempt issuances). Assuming anInitial Conversion Price of $4.72 per share, each share of Series A Preferred Stock is convertible into 10,593 shares of Common Stock(or pre-funded warrants in lieu thereof). We are registering for resale a number of Shares equal to 250% of the maximum number ofConversion Shares issuable as of the date of the Securities Purchase Agreement. The shares of Series A Preferred Stock are subject to ablocker provision (the “Preferred Blocker”), which restricts the conversion of the Series A Preferred Stock if, as a result of suchconversion, the holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would beaggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),would beneficially own in excess of 9.9% of our then issued and outstanding shares of Common Stock (including the shares ofCommon Stock issuable upon such exercise). Each Common Warrant is exercisable for one Warrant Share at an initial exercise price of $5.405 per share, subject toadjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is subject to price-basedanti-dilution adjustments for subsequent offerings made by the Company while the Common Warrants remain outstanding (subject tocertain exempt issuances). The holder of the Common Warrants may exchange the Common Warrants on a cashless basis for a numberof shares of Common Stock determined by multiplying the total number of Warrant Shares with respect to which the Common Warrantis then being exercised by the Black Scholes Value (as defined in the Common Warrant) divided by the lower of the two closing bidprices of the Common Stock in the two days prior the time of such exercise, but in any event not less than $0.01 (as may be adjustedfor stock dividends, subdivisions, or combinations and the like). We are registering for resale a number of Shares equal to 250% of themaximum number of Warrant Shares issuable as of the date of the Securities Purchase Agreement without giving effect to the cashlessexchange of the Common Warrants. The Common Warrants are subject to a blocker provision (the “Warrant Blocker” and, togetherwith the Preferred Blocker, the “Blockers”), which restricts the exercise of a Common Warrant if, as a result of such exercise, theholder, together with its affiliates and any other person whose beneficial