UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 17, 2017

 

NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   333-192647   38-3912845
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

525 Washington Blvd.

Jersey City, New Jersey 07310

(Address of principal executive offices) (zip code)

 

212-720-7200

(Registrant's telephone number, including area code)

 

Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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))

 

 

 

 
 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement

 

On October 17, 2017, Nukklues Limited (“Subsidiary”), a wholly owned subsidiary of Nukkleus Inc., entered into an amendment of that certain General Service Agreement entered with FML Malta, Ltd. (“FML”) dated May 24, 2016 pursuant to which the amount payable by FML to Subsidiary for services was reduced to $1,600,000. In addition, on October 17, 2017, Subsidiary entered into an amendment of that certain General Service Agreement entered with FXDirecftDealer, LLC (“FXDirect”) dated May 24, 2016 pursuant to which the amount payable by Subsidiary to FXDirect for services was reduced to $1,575,000. The above amendments were effective as of October 1, 2017.

 

Item 9.01     Financial Statements and Exhibits

 

Exhibit No.

 

 

Description

 

10.1

 

 

Amendment dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FML Malta, Ltd.

     
10.2   Amendment dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FXDIrectDealer LLC

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NUKKLEUS INC.

 

 
       
October 18, 2017 By: /s/ Emil Assentato  
    Name: Emil Assentato  
    Title: President and Chief Executive Officer  
    (Principal Executive Officer)  
       

 

 

 

 Exhibit 10.1

 

AMENDMENT TO THE

GLOBAL SERVICE AGREEMENT

 

This Amendment to the Global Service Agreement (the “Original Agreement”) dated May 24, 2017 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FML Malta, Ltd., a limited liability company organized under the laws of Malta (“FML”) is entered this 17th day of October 2017 with an effective date of October 1, 2017. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.

 

 

1. The Parties hereby agree that Section 28 of the Original Agreement shall be amended and restated as follows:

 

Commencing October 1, 2017, FML shall compensate Nukk at a rate of USD$1,600,000 per month (the “Rates”). The Rates are subject to change with reasonable notice depending upon the type of business and Support required at that particular time, but, in no event shall the total charge be less than the agreed upon rate per month for the first three years, unless otherwise agreed to in writing. The compensation shall be paid to Nukk, in arrears daily, with final adjustment no later than the 25th of each consecutive month.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written .

 

  Nukkleus Limited   FML Malta, Ltd.  
         
  By: /s/Emil Assentato   By: /s/ Joseph Botkier  
         
         
  Name and title:   Name and title:  
         
  Emil Assentato   Joseph Botkier  
  Director/CEO   Director  
         

 

 

Exhibit 10.2

 

AMENDMENT TO THE

GLOBAL SERVICE AGREEMENT

 

This Amendment to the Global Service Agreement (the “Original Agreement”) dated May 24, 2017 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDirectDealer, LLC a limited liability company organized under the laws of the State of Delaware (“FXDD”) is entered this 17th day of October 2017 with an effective date of October 1, 2017. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.

 

 

1. The Parties hereby agree that Section 28 of the Original Agreement shall be amended and restated as follows:

 

Commencing October 1, 2017, Nukk shall compensate FXDD at a rate of USD$1,575,000 per month (the “Rates”). The Rates are subject to change with reasonable notice depending upon the type of business and Support required at that particular time, but, in no event shall the total charge be less than the agreed upon rate per month for the first three years, unless otherwise agreed to in writing. The compensation shall be paid to FXDD, in arrears daily, with final adjustment no later than the 25th of each consecutive month.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written .

 

  Nukkleus Limited   FXDirectDealer, LLC  
         
  By: /s/Emil Assentato   By:/s/ Emil Assentato  
         
         
  Name and title:   Name and title:  
         
  Emil Assentato  

Emil Assentato

 
  Director/CEO  

Chairman