Sec Form 4 Filing - Kotaieva Anastasiia @ Nukkleus Inc. - 2025-10-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kotaieva Anastasiia
2. Issuer Name and Ticker or Trading Symbol
Nukkleus Inc. [ NUKK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NUKKLEUS INC.,, 575 FIFTH AVENUE, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2025
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.0001 par value per share 10/08/2025 P 117,568 A 587,520 I See Footnote ( 1 )
Common Stock, $0.0001 par value per share 10/09/2025 P 259,864 A 847,384 I See Footnote ( 2 )
Common Stock, $0.0001 par value per share 10/09/2025 P 999,989 A 1,847,373 I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 0.0001 10/07/2025 P 1,000,000 10/07/2025 08/11/2030 Common 1,000,000 $ 0.0001 1,501,424 I See Footnote 3
Warrant $ 2 10/08/2025 X 150,000 06/11/2024 06/11/2029 Common 150,000 ( 1 ) 1,351,424 I See Footnote 1
Warrant $ 2.41 10/09/2025 X 351,424 11/08/2024 11/08/2029 Common 351,424 ( 2 ) 1,000,000 I See Footnote 2
Warrant $ 0.0001 10/09/2025 X 1,000,000 08/11/2025 08/11/2030 Common 1,000,000 ( 3 ) 0 I See Footnote 3
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kotaieva Anastasiia
C/O NUKKLEUS INC.,
575 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10017
X X
Signatures
/s/ Anastasiia Kotaieva 10/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares issued upon exercise (on a cashless basis) of a warrant issued in June 2024 to X Group Family of Funds Limited Partnership for 150,000 shares (after giving effect to a reverse split implemented in October 2024). Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.
( 2 )Shares issued upon exercise (on a cashless basis) of a warrant issued in November 2024 to X Group Family of Funds Limited Partnership for 351,424 shares. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.
( 3 )Shares issued upon exercise (on a cashless basis) of a pre-funded warrant issued in August 2025 to an unrelated third party for a total of 1,702,088 shares and assigned on October 7, 2025 to X Group Family of Funds Limited Partnership. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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