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T3 Defense Acquires Majority Stake in Project35, Accelerating Leadership in the Drone and Counter-UAV Market

(Moderate)
(Neutral)

T3 Defense (Nasdaq: DFNS) acquired a 60% stake in Israel-based Project35, a developer of drones, aerial interceptors and counter‑UAV systems serving Tier‑1 defense customers including IAI, ELTA, Rafael, Elbit and the Israel Ministry of Defense.

The deal adds field‑proven unmanned platforms and an autonomous AI‑guided interceptor that recently passed initial live‑fire trials. Project35 reported unaudited revenues of about US$1.4 million in 2025 and expects roughly US$2.4 million in 2026. Consideration includes 21,059,871 DFNS shares plus a US$1.25 million, 12% promissory note. T3 Defense also plans to invest US$2.5 million into Project35 over 12 months to support commercialization and scaling, while Project35’s founding leadership team remains in place.

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AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

  • Acquires 60% of Project35, adding drones, autonomous interceptor and counter‑UAV systems
  • Project35 revenue growth: unaudited US$1.4m in 2025 to expected US$2.4m in 2026
  • Tier‑1 customer access via relationships with IAI, ELTA, Rafael, Elbit and Israel Ministry of Defense
  • US$2.5m planned investment to accelerate commercialization and production scaling over 12 months

Negative

  • 21,059,871 new DFNS shares issued as consideration, creating potential shareholder dilution
  • US$1.25m promissory note at 12% adds an interest‑bearing liability due around one year after closing
  • Additional US$2.5m capital commitment to Project35 increases near‑term cash outflows

What This Means

The purchase of a 60% stake in Project35 adds field‑proven drones, an autonomous interceptor and pro...
Analysis

The purchase of a 60% stake in Project35 adds field‑proven drones, an autonomous interceptor and projected US$2.4M in 2026 revenue, but comes with share issuance, interest‑bearing debt and already‑elevated short positioning that investors may continue to monitor.

Key Figures

Stake acquired: 60% Projected revenue: US$2.4 million Revenue: US$1.4 million +4 more
7 metrics
Stake acquired 60% Majority interest in Project35
Projected revenue US$2.4 million Project35, fiscal year 2026
Revenue US$1.4 million Project35, fiscal year 2025 unaudited
Share consideration 21,059,871 shares T3 Defense common stock issued for Project35 stake
Promissory note rate 12% Interest on note due one day before anniversary date
Promissory note principal $1,250,000 Principal amount of 12% promissory note
Planned investment $2.5 million Direct investment into Project35 operations over next 12 months

Historical Context

5 past events · Latest: Jun 30 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 30 Defense orders update Positive -1.4% Subsidiary Positech reporting $4.9M in heavy-duty rotator orders.
Jun 24 Conference presentation Neutral -7.6% CEO scheduled to present at Maxim Group defense tech conference.
Jun 16 Product/service launch Positive +4.1% Nimbus launching live red-team drone threat emulation service.
Jun 08 Conference attendance Neutral -3.5% Announcement of attendance at Eurosatory 2026 defense exhibition.
Jun 01 Contract fulfillment Positive -15.6% Rimon advancing delivery of counter‑UAS launcher platforms for Elbit.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent defense-contract and conference headlines often saw weak or negative next-day moves, even on operationally positive updates.

Regulatory & Risk Context

Short Interest: 16.28%
Short Interest
16.28% of float
0% 15% 30%+
moderate as of 2026-06-15 Days to cover: 1

Short interest appears elevated, suggesting potential for sharper moves and some squeeze risk if positioning unwinds.

Key Terms

counter-uav, as9100, ndaa
3 terms
counter-uav technical
"drones, aerial interceptors and counter-UAV systems for Tier-1 defense customers"
Counter-UAV (counter-unmanned aerial vehicle) refers to tools and systems designed to detect, track, disable or destroy small drones that pose threats to people, infrastructure or sensitive operations. For investors, these technologies matter because they create demand for new security products and services—like adding an air-traffic cop and a net to protect a stadium—and can influence defense budgets, regulatory standards, and the revenue prospects of companies that make or operate them.
as9100 technical
"The company holds AS9100 aviation quality certification"
AS9100 is a standardized set of rules and checks used by aerospace and defense companies to make sure their products and processes meet high safety, reliability and regulatory expectations. For investors, AS9100 certification is a signal that a supplier has lower risk of production problems, is more likely to win or keep contracts, and may face fewer regulatory or recall surprises—like a high score on a rigorous safety inspection.
ndaa regulatory
"engineered to Western supply-chain standards, including Blue UAS and NDAA compliance."
The National Defense Authorization Act (NDAA) is an annual U.S. law that sets the budget, rules and priorities for national defense and related security programs. It matters to investors because its spending choices, procurement rules and policy measures can directly affect which companies win government contracts, face new export or equipment restrictions, or see demand shift—much like a city budget determining which contractors get hired and which projects move forward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Acquisition of a 60% stake in Project35 adds a field-proven portfolio of unmanned aerial systems, autonomous interceptor, and a full counter-UAV suite, backed by an experienced Israeli engineering team and Tier-1 defense customer relationships

NEW YORK and NETANYA, Israel, July 10, 2026 (GLOBE NEWSWIRE) -- T3 Defense Inc. (Nasdaq: DFNS) (“T3 Defense”), a defense company that acquires and operates mission-critical defense businesses, today announced the acquisition of a 60% stake in Project35, a leading Israeli developer and manufacturer of drones, aerial interceptors and counter-UAV systems for Tier-1 defense customers in Israel and around the world. The acquisition launches T3 Defense into the center of the fast-expanding drone and counter-UAV (C-UAV) armament market, adding field-proven platforms and a new class of autonomous interceptor to its portfolio. The transaction is consistent with T3 Defense's strategy of building a focused portfolio of mission-critical defense technologies aligned with evolving battlefield and homeland security requirements.

Project35 already holds a position as a trusted supplier to Israel's leading defense companies, including Israel Aerospace Industries (IAI), ELTA Systems, Rafael Advanced Defense Systems, and Elbit Systems, as well as the Israel Ministry of Defense.

T3 Defense Inc.

These established relationships provide immediate commercial pathways for T3 Defense to scale the newly acquired platforms and technologies. Thus, the acquisition is expected to strengthen T3 Defense's access to active defense procurement channels and expand its opportunity set across drone, counter-UAV, and related homeland security programs.

Project35's unmanned aerial platforms are field-proven and already in active operational use. Over the past three years, the company has focused on developing an autonomous, aerial interceptor designed to neutralize hostile UAVs within seconds of detection using a proprietary AI tracking & guidance system. The interceptor has recently completed a series of successful initial live-fire field trials, validating its performance and accuracy for high-intensity conflict environments.

Project35 expects revenue of approximately US$2.4 million for the 2026 fiscal year, following unaudited revenues of approximately US$1.4 million for the 2025 fiscal year.

The acquisition brings a comprehensive unmanned and counter-UAV ecosystem into the T3 Defense portfolio. Project35's aerial platforms range from heavy-lift multirotor cargo drones and long-endurance fixed-wing VTOL aircraft for intelligence, surveillance, and reconnaissance to high-speed, AI-guided tactical FPV systems. The company holds AS9100 aviation quality certification, and is engineered to Western supply-chain standards, including Blue UAS and NDAA compliance.

The operational continuity and strategic vision of Project35 will remain anchored by its original founding team. Chief Executive Officer Gandi Kokton, a mechanical and safety engineer who previously designed aircraft and UAVs at IAI and Elbit Systems, will continue to lead business development and corporate execution. Co-founder and Director Noa Bomshtein, an industrial and information systems engineer with extensive experience directing complex defense programs at Rafael, will continue to oversee administrative, procurement, and customer operations. Co-founder Dudu Farfara, an aeronautical engineer and chemist who served in the Israeli Navy and in the technology units of the Ministry of Defense, will continue to lead the company's drone technology and product innovation. The founders are supported by a multidisciplinary engineering group with deep expertise in RF, signal processing, optical guidance, and systems integration.

“Two forces are reshaping the modern battlefield: the rapid spread of unmanned aerial systems, and the urgent need to intercept them before they reach their targets,” said Menny Shalom, Chief Executive Officer of T3 Defense. “The acquisition of Project35 positions T3 Defense on both sides of that equation. Project35 brings operational, field-deployed platforms and a purpose-built autonomous interceptor validated in successful live-fire testing, giving us proven technology to address one of the defining threats of modern conflict.”

“We have built the solutions, the team, and the deep engineering experience needed to counter today's aerial threats, drawing on backgrounds across Israel's leading defense organizations,” said Gandi Kokton, Chief Executive Officer of Project35. “The one element we were missing was the capital and platform to scale, and joining the T3 Defense ecosystem solves exactly that. It allows us to bring our full portfolio to market and put it to work against the challenges defense forces face today.”

Transaction Details

Under the terms of the transaction, T3 Defense acquired its stake in Project35 for 21,059,871 shares of T3 Defense common stock and a 12% promissory note due one day before the anniversary date in the principal amount of $1,250,000. Following closing, T3 Defense expects to work with Project35's management team to support commercialization, production scaling, and expansion into additional customer programs, in addition to investing $2.5 million directly into the company's operations over the next 12 months.

About Project35

Project35 designs, manufactures, and integrates advanced unmanned aerial systems for defense, government, and industrial clients in Israel and around the world. Its ecosystem is engineered for tactical superiority and spans multirotor cargo platforms, long-endurance fixed-wing VTOL aircraft, high-speed FPV systems, and a counter-UAV suite that includes an autonomous aerial interceptor. The company specializes in composite materials technologies and airborne system structures, holds AS9100 aviation quality certification, and builds to Western supply-chain standards, including Blue UAS and NDAA compliance. For more information, visit project35ltd.com.

About T3 Defense Inc.

T3 Defense Inc. (Nasdaq: DFNS) is a defense company that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with strong customer relationships and solid order backlogs, often capacity- and resource-constrained, in specialized areas such as drones and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential defense capabilities and build long-term value. For more information, visit www.t3dfns.com.

Forward Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements in this press release include statements regarding the anticipated benefits of the acquisition of Project35, T3 Defense's acquisition strategy, the expected revenues and financial performance of Project35, and the expected contribution of Project35's platforms and capabilities to the T3 Defense portfolio. These statements are based on management's current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks associated with integrating and operating acquired businesses, changes in defense spending and procurement cycles, geopolitical developments, and other risks described in T3 Defense's filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. T3 Defense Inc. undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

Contact us:

T3 Defense Inc.
575 5th Avenue
New York, NY 10017
contact@t3dfns.com
www.t3dfns.com

Project35
Gandi Kokton, CEO
office@project35.co.il
project35ltd.com

Investor Relations
The Equity Group Inc.
Lena Cati
lena.cati@theequitygroup.com
+1 212 836-9611
Val Ferraro
val.ferraro@theequitygroup.com
+1 212 836-9612

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/08b0b849-2eb4-46eb-a3a2-a0ffe4172ac0


FAQ

What did T3 Defense (NASDAQ: DFNS) announce about Project35 on July 10, 2026?

T3 Defense announced it acquired a 60% stake in Project35, an Israeli drone and counter‑UAV company. According to T3 Defense, the deal adds field‑proven unmanned platforms, an autonomous interceptor and access to Tier‑1 defense customers in Israel and globally.

How much of Project35 did T3 Defense acquire and what were the DFNS transaction terms?

T3 Defense acquired a 60% equity stake in Project35. According to T3 Defense, consideration consists of 21,059,871 DFNS common shares and a US$1,250,000 promissory note bearing 12% interest, due one day before the first anniversary of the transaction closing.

What are Project35’s expected revenues after joining T3 Defense (DFNS)?

Project35 expects about US$2.4 million of revenue in its 2026 fiscal year. According to T3 Defense, this follows unaudited revenues of approximately US$1.4 million in 2025, indicating anticipated top‑line growth under the new ownership structure and commercialization plans.

How could the Project35 acquisition affect T3 Defense (DFNS) shareholders?

The acquisition may dilute existing DFNS shareholders because 21,059,871 new shares were issued as consideration. According to T3 Defense, the company also added a US$1.25 million 12% promissory note and plans a further US$2.5 million operational investment in Project35.

What technologies does Project35 add to the T3 Defense (DFNS) portfolio?

Project35 contributes drones, autonomous aerial interceptors and a full counter‑UAV suite to T3 Defense. According to T3 Defense, its platforms include heavy‑lift cargo drones, long‑endurance VTOL ISR aircraft and high‑speed AI‑guided FPV systems, plus an AI tracking‑guided interceptor validated in live‑fire trials.

Who will lead Project35 after the T3 Defense (DFNS) majority acquisition?

Project35’s original founding team will continue leading the business after the transaction. According to T3 Defense, CEO Gandi Kokton, co‑founder Noa Bomshtein and co‑founder Dudu Farfara remain in charge of business development, operations and technology and product innovation, respectively.