Nukkleus announces $10M private placement priced at-the-market

Nukkleus (NUKK) announced the pricing of a private placement led with a $9,500,000 investment by Esousa Group Holdings, a New York-based family office, and $500,000 investment by Sixth Borough Capital Fund. The aggregate gross proceeds from the private placement are expected to be approximately $10M, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the private placement to fund its previously announced, pending strategic acquisitions and business expansion initiatives. In connection with the private placement, the Company has agreed to issue an aggregate of 200 units. Each unit will be sold at a price per unit of $50,000.00, and will consist of a restricted share of Series A convertible preferred stock and restricted common warrants to purchase 15,957 shares of common stock. The Series A convertible preferred stock has a stated value of $50,000 per share and each share of Series A convertible preferred stock will be convertible into 10,224 unregistered shares of Company common stock based on a conversion price of $4.89 per share, subject to customary adjustments and price-based anti-dilution protection and subject to further adjustment upon receipt of stockholder approval. Each common warrant represents the right to purchase one share of unregistered common stock, and is exercisable at an exercise price of $5.405 per share of common stock, subject to customary adjustments and price-based anti-dilution protection. The common warrants may also be exchanged on a cashless basis for a number of shares of common stock as determined based on a formula included in the common warrant. The company has the right to call the common warrants in certain circumstances. The closing of the private placement is expected to occur on or about September 9, 2025, subject to the satisfaction of certain customary closing conditions. Dawson James Securities is acting as the Exclusive Placement Agent for the private placement.