Nukkleus Inc. Amends and Restates Securities Purchase Agreement with Star 26 Capital Inc.

On September 15, 2025, Nukkleus Inc. (the "Company") entered into an Amended and Restated Securities Purchase Agreement and Call Option (the "Star Agreement") with Star 26 Capital Inc. ("Star"), the shareholders of Star, and Menachem Shalom, the representative of such shareholders. The Star Agreement amends and restates the previous Securities Purchase Agreement dated December 15, 2024, and its subsequent amendments. Pursuant to the Star Agreement, the Company will acquire a 100% controlling interest in Star, a defense acquisition company. Star holds significant interests in B. Rimon Agencies Ltd., Water.IO Ltd., and a convertible loan issued by I.T.S. Industrial Techno-logic Solutions Ltd. The transaction involves a combination of cash, promissory notes, shares of the Company's common stock, and warrants. The closing of the transaction is subject to customary closing conditions, including shareholder approval. If the transaction is terminated due to the Company's failure to perform, the Company will pay Star liquidated damages of $3,000,000.