Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a net income loss of $16,365,492 for the three months ended September 30, 2025, compared to a net income of $4,455,233 for the same period in 2024[22]. - For the nine months ended September 30, 2025, net income from continuing operations was $90,072,207, compared to a net loss of $4,570,383 for the same period in 2024[30]. - The company reported a net loss from discontinued operations of $60,264 for the three months ended September 30, 2025, compared to a net gain of $5,672,219 in the same period in 2024[110]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - As of September 30, 2025, total stockholders' equity was $(30,417,971), reflecting a significant increase in common stock to 11,096,264 shares[26]. - Total liabilities as of September 30, 2025, were $3,179,877, indicating a significant financial obligation[109]. Cash Flow and Financing - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - Cash used in operating activities from continuing operations was $(4,943,890) for the nine months ended September 30, 2025, compared to $(1,636,275) for the same period in 2024[30]. - The company raised $9,225,000 from the issuance of private placement, net of issuance costs, during the nine months ended September 30, 2025[30]. - The Company issued promissory notes totaling $1,353,639 under the Shareholder 2024 Loans, with interest at 5.0% per annum, due in three years[115]. - The total loans payable to related parties as of September 30, 2025 amounted to $1,566,988, after accounting for repayments[117]. Stock and Equity - The weighted average common shares outstanding for the three months ended September 30, 2025, were 8,124,786, compared to 2,043,928 for the same period in 2024[24]. - The company underwent a reverse stock split of one-for-eight effective October 24, 2024, increasing the number of authorized shares from 40,000,000 to 150,000,000[42]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in September 2025 in connection with a new joint venture agreement[146]. Operational Changes and Future Plans - Nukkleus Inc. plans to focus its business on the defense sector following the acquisition of a controlling 100% interest in Star, an Israeli corporation engaged in defense products[36]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company has exclusive distribution rights for BladeRanger's drone payload systems in the U.S. defense market, with a minimum purchase commitment of 5 payloads in Year 1[200]. - A joint venture was established to create advanced manufacturing zones in the Baltics and Israel, with a committed credit line of up to $1.5 million from Mandragola[201]. Accounting and Compliance - The company is currently evaluating the impact of several recently issued accounting standards on its consolidated financial statements and disclosures[98][99][100][101][102][103]. - The Company has adopted ASU 2023-07 for the nine months ended September 30, 2025, with no material impact on the consolidated financial statements[96]. - The Company recognizes interest and penalties related to income tax matters in general and administrative expense[88]. - The Company accounts for stock-based compensation using the Black-Scholes option-pricing model, estimating fair value and expected volatility[85]. - The Company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards[50].
Brilliant Acquisition (BRLI) - 2025 Q3 - Quarterly Report