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Nukkleus Inc. (NASDAQ:NUKK), a small-cap company with a market capitalization of $20 million, announced Thursday it has entered into a joint venture agreement with Mandragola Ltd. and its wholly owned Israeli subsidiary, Nukk Picolo Ltd., according to a statement based on a recent SEC filing. The announcement comes as NUKK shares trade at $3.69, having experienced significant volatility with a 76% decline over the past six months. InvestingPro analysis suggests the stock is currently fairly valued, with 11 additional key insights available to subscribers.
Under the agreement, the parties will form a joint venture company in Israel focused on establishing advanced manufacturing zones in the Baltics and Israel to support civil and defense aviation needs. The plan also includes developing a NATO-compliant logistics hub in Riga, Latvia, in cooperation with regional partners, and building facilities for licensed maintenance and repair operations, aircraft modernization, resale, and leasing. The joint venture will feature the deployment of de-icing technology for commercial aircraft recently licensed by Nukkleus from Blade Ranger Ltd. With Nukkleus operating with a moderate debt level and facing some liquidity challenges, as indicated by a current ratio of 0.12, investors seeking deeper insights into the company’s financial health can access comprehensive analysis through InvestingPro.
Nukk Picolo will hold a 51% equity interest in the new joint venture company. The agreement provides that, under specified conditions, Nukkleus may require Mandragola to sell its participating interest in the joint venture to Nukkleus in exchange for Nukkleus common stock, valued according to the terms set in the agreement.
Mandragola, an Israeli business development and investment company, has committed to provide a 24-month credit line of up to $2 million to the joint venture company as needed.
The board of the joint venture company will have five members, with Nukk Picolo designating three and Mandragola designating two.
As part of the agreement, Nukkleus will issue Mandragola 310,000 restricted shares of its common stock. Mandragola will also receive five-year warrants to purchase 250,000 shares of Nukkleus common stock at an exercise price of $4.40 per share, and additional five-year performance warrants for 350,000 shares at $6.00 per share. The performance warrants vest only if the joint venture achieves $25 million in cumulative revenue within five years; otherwise, they expire.
The issuance of securities to Mandragola was made under an exemption from registration pursuant to Regulation S of the Securities Act of 1933.
All information is based on a statement contained in a recent SEC filing.
In other recent news, Nukkleus Inc. has announced the creation of a new subsidiary, Nukkleus Defense Technologies Inc., and has entered into an exclusive U.S. distribution agreement with Israeli company BladeRanger Ltd. This move marks a strategic step for Nukkleus as it aims to expand its activities within the Aerospace and Defense industry. Additionally, Nukkleus has transferred a senior unsecured promissory note and a related stock purchase warrant to an unaffiliated third party. The original note, issued to East Asia Technology Investments Limited, had a principal amount of $515,500 with an annual interest rate of 12%, increasing to 24% after February 1, 2025. Furthermore, Nukkleus has been added to the Russell Microcap Index as of June 30, 2025. This inclusion is part of the annual Russell indexes reconstitution, which ranks small-cap U.S. stocks based on market capitalization. Membership in this index will last for one year, providing Nukkleus with automatic inclusion in relevant growth and value style indexes.
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