NUKKNukkleus Inc. · Nasdaq Global Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

2.86M
Tradeable Now
(estimated float)
2.89M
Effective Supply
3.92M
Fully Diluted
Dilution risk10/10
CONFIDENCE: LOW
EXTREMEAssessed Sep 2, 2026Trigger: ReassessmentCRITICALDeath-spiral warrant — Black-Scholes cashless exchange with $0.01 floorCRITICALVariable-rate / reset-to-market convertible preferred

Every component of the framework is maxed. (1) Convertibles/preferred: Series B Preferred ($10M stated value, 200 shares) converts at a price that RESETS to market — Stockholder Approval was obtained 2026-06-24 and the resale registration is effective, so the reset is live and the deliverable share count rises as the price falls; it auto-converts on registration effectiveness. (2) Warrants: 701,746 February 2026 Common Warrants carry a Black-Scholes cashless EXCHANGE priced off the LOWER of the two prior closing bid prices with a $0.01 floor. Their nominal $266.25 strike is irrelevant — the Monte Carlo carrying value went from $25.4M at inception to $124.4M at 6/30/26 while the stock was ~12.5x out of the money on price, which is the market telling you the exchange feature, not the strike, governs. That $124.4M of value must be delivered in shares against a company whose entire market cap is a fraction of it. (3) Recent activity: 1,344,969 shares (+80.8%) issued in the 17 days ended 8/31/26 from S-8, Series B conversion and Common/Pre-Funded Warrant exercises; $8.07M of ELOC draws in H1 2026; 191,745 ELOC shares issued in six months. (4) History: two reverse splits (1-for-8 in 2024, 1-for-125 in 2026), an Esousa equity line, PIPE-on-PIPE cadence, and a board that repriced the CEO's warrant from $1.50 to $0.5124. Split-adjusted shares outstanding are up ~5,200% in twelve months. This is a live, self-reinforcing death-spiral structure, not a legacy one.

Share Structure

Float to Fully Diluted Breakdown

NO DATA

Reported float from Insight Sentry MARKET_DATA is UNUSABLE — the symbol is NASDAQ:DFNSW (the WARRANT, not the common), reported_float is null, price $0.0727 and 'shares_outstanding' 243,393,403 are warrant-feed artifacts that are ~81x the actual post-split common share count. Float reconstructed from SEC filings instead.. Adjusted based on SEC filing analysis.

Reported Float2.86M72.8%
Convertible Notes4.22M107.7%
Series B Convertible Preferred Stock (February 2026 PIPE) — treated as the primary convertible; see preferred_stock_overhang
Conv. Price: variable
Est. Shares: ~38K (agent-computed)
Nimbus Note — $3,250,000 6% 24-month note to Elad Defense LLC, fixed $250.00/sh post-split
Conv. Price: fixed
Est. Shares: ~13K (fixed)
Notes assigned to CEO Menachem Shalom from Star 26 — exchanged at last consolidated bid price
Conv. Price: variable
Est. Shares: ~4.17M (fixed)
Star acquisition Six-Month Note ($3.0M, 8%, matured 2026-07-12) and Three-Month Note ($3.0M, matured 2026-04-12) — not stated to be convertible, but company discloses 'the option to satisfy certain obligations through issuance of equity in lieu of cash'
Conv. Price: unknown
Shares: Variable — cannot estimate
Warrants808K20.6%
common702K shares at $266.25
common96K shares at $187.5
common4K shares at $675.63
common7K shares at $11500
placement_agent0 shares
pre-funded0 shares
Options / RSUs69K1.8%
Stock Options69K shares
≈ Estimated Actual Float

Reported float + filing adjustments

2.86M

MEDIUM confidence

Pending Shares as % of Float32%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted3.92M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (2)
  • 1-for-8·Oct 11, 2024~2 yr ago
  • 1-for-125·Jul 20, 2026~2 mo ago
Active mechanisms
  • Series B Convertible Preferred — conversion price resets to market post-Stockholder-Approval (obtained 2026-06-24); auto-converts on registration effectiveness; 9.9% blocker forces serial tranche conversions rather than capping total dilution
  • February 2026 Common Warrants — Black-Scholes cashless exchange off the lower of two prior closing bids, $0.01 floor; $124,387,000 liability at 2026-06-30; share count unbounded as price falls
  • Pre-Funded Warrants issuable in lieu of Conversion Shares — confirmed exercised in August 2026, outstanding balance never disclosed
  • Esousa Company Holdings ELOC — $250,000,000 commitment, VWAP-priced, ~$242M undrawn, unlocked by stockholder approval and effective registration; management's stated going-concern mitigant at ~$6.6M/month drawdown capacity
  • S-8 issuances — shares issued under the plan in August 2026; 2026 Evergreen Equity Incentive Plan approved 2026-08-05 with 176,000 initial post-split shares increasing 8% annually
  • Price-based (full-ratchet-style) anti-dilution on both the Series B conversion price and the February 2026 warrant exercise price — any subsequent offering re-ratchets both downward
  • Equity-in-lieu-of-cash settlement of obligations, expressly cited in management's going-concern plans
  • Pending second $10M PIPE tranche (200 more units of Series B + 150% warrant coverage)

Stock data unavailable