STOCK TITAN

T3 Defense Announces Reverse Stock Split

(Very High)
(Very Negative)

T3 Defense (NASDAQ: DFNS) approved a 1-for-125 reverse stock split of its common stock, expected to become effective at 12:01 a.m. on July 20, 2026. The company plans to begin trading on a reverse split-adjusted basis that day under the existing symbol DFNS, with a new CUSIP of 67054R 302.

According to T3 Defense, the split will reduce outstanding shares from approximately 139.8 million to about 1 million, without changing authorized share count or par value and without altering any stockholder’s percentage ownership. The move is intended to help satisfy Nasdaq’s minimum bid price requirement, with fractional shares rounded up to the nearest whole share.

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

Positive

  • 1-for-125 reverse stock split to help meet Nasdaq minimum bid price requirement
  • Outstanding shares cut from approximately 139.8 million to about 1 million

Negative

  • None.

Market reaction: DFNS -28.14% on 1-for-125 reverse stock split

-28.14% $0.05
15m delay
-28.14% Since News
$0.05 Last Price
$0.05 $0.07 Day Range
-$2M Valuation Impact
$6.29M Market Cap
1.3x Rel. Volume

Following this news, DFNS has declined 28.14%, reflecting a significant negative market reaction. Our momentum scanner has triggered 17 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $0.05. This price movement has removed approximately $2M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The stock is down -6.3% following this news. A sharp selloff following this 1-for-125 reverse stock ...
Analysis

The stock is down -6.3% following this news. A sharp selloff following this 1-for-125 reverse stock split would have fit a pattern where upbeat news was followed by drops of -21.83% and -18.37%. Existing resale registrations for up to 30,000,000 shares and moderate short interest could further pressure sentiment.

Key Figures

Reverse split ratio: 1-for-125 Prior disclosed ratio: 1-for-50 Effective date and time: 12:01 a.m., July 20, 2026 +3 more
6 metrics
Reverse split ratio 1-for-125 Board-approved reverse stock split of common stock
Prior disclosed ratio 1-for-50 Previously disclosed reverse split ratio on Form 8-K
Effective date and time 12:01 a.m., July 20, 2026 Reverse stock split effectiveness
Par value $0.0001 per share Par value of common stock, unchanged by reverse split
Pre-split shares outstanding approximately 139.8 million Common shares outstanding before reverse stock split
Post-split shares outstanding approximately 1 million Common shares outstanding after reverse stock split

Historical Context

5 past events · Latest: Jul 13 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 13 Contract delivery Positive -21.8% Subsidiary completed a $1.1M order for elevated battlefield lighting systems.
Jul 10 Acquisition announcement Positive -18.4% Acquired 60% of Project35, adding drone and counter‑UAV capabilities and revenues.
Jun 30 Order backlog update Positive -1.4% Positech reported $4.9M in active and ongoing rotator deliveries with defense customers.
Jun 24 Conference presentation Positive -7.6% CEO scheduled to present at Maxim Group Defense Tech virtual conference.
Jun 16 Service launch Positive +4.1% Nimbus launched live Red Team drone threat emulation capability for armed forces.

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

Pattern Detected

Recent T3 Defense headlines, including contract and acquisition news, have often been followed by negative next-day price reactions.

Key Terms

reverse stock split, par value, cusip, nasdaq capital market, +1 more
5 terms
reverse stock split financial
"approved a 1-for-125 reverse stock split of the Company’s common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
par value financial
"common stock, par value $0.0001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
cusip financial
"The new CUSIP number for the Common Stock following the Reverse Stock Split"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
View in glossary
nasdaq capital market financial
"Common Stock will open for trading on the Nasdaq Capital Market on a reverse split-adjusted basis"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
certificate of incorporation regulatory
"file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

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

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NEW YORK and NETANYA, Israel, July 16, 2026 (GLOBE NEWSWIRE) -- T3 Defense Inc. (NASDAQ: DFNS) (“T3 Defense” or the “Company”), a defense company that acquires and operates mission-critical defense businesses, today announced that its Board of Directors approved a 1-for-125 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), that is expected to become effective at 12:01 a.m. on Monday, July 20, 2026 (the “Effective Date”). Given the recent stock activity, the T3 Board of Directors determined to significantly increase the ratio from the 1-for-50 disclosed on the Current Report on Form 8-K filed by the Company with the SEC.

T3 Defense expects that its Common Stock will open for trading on the Nasdaq Capital Market on a reverse split-adjusted basis on July 20, 2026 under the existing trading symbol “DFNS”. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 67054R 302.

The Reverse Stock Split was approved by the Company’s Board of Directors under authority granted by the Company’s stockholders at a special meeting held on June 24, 2026. The Company will file an amendment to its Amended and Restated Certificate of Incorporation to implement the Reverse Stock Split as of the Effective Time. The Reverse Stock Split is intended to, among other things, increase the per share trading price of the Common Stock to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Stockholders will not need to take any action with respect to the reverse stock split.

At the Effective Date of the Reverse Stock Split, every 125 shares of Common Stock outstanding and held of record by each stockholder of the Company will be automatically reclassified into one new share of Common Stock, reducing the number of shares of Common Stock issued and outstanding from approximately 139.8 million to approximately 1 million. The amount of authorized Common Stock, as well as the par value for the Common Stock, will not be affected. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be proportionately adjusted.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will not alter any stockholder’s percentage ownership interest in T3 Defense.

Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock are not required to take any action to receive post-reverse split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

Additional information regarding the Reverse Stock Split can be found in the Company’s amended and restated definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (the “Proxy Statement”), which is available on the SEC’s website at www.sec.gov and on the Company’s website at https://investors.t3dfns.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 and 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.

T3 Defense Inc.
575 5th Avenue
New York, NY 10017
contact@t3dfns.com
www.t3dfns.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) 836-9633

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or T3 Defense’s future financial or operating performance. For example, statements regarding the Reverse Stock Split and timing thereof and T3 Defense’s intention with respect to compliance with the price requirements for maintaining its listing on the Nasdaq Capital Market are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, market conditions and their impact on T3 Defense’s trading price on the Nasdaq Capital Market; and other factors discussed in the Proxy Statement. These and other important factors discussed under the caption “Risk Factors” in T3 Defense’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 9, 2026, and T3 Defense’s other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by T3 Defense and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. T3 Defense undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


FAQ

What is the ratio and effective date of T3 Defense (NASDAQ: DFNS) reverse stock split?

T3 Defense approved a 1-for-125 reverse stock split, effective at 12:01 a.m. on July 20, 2026. According to T3 Defense, DFNS shares will begin trading on a reverse split-adjusted basis that same day on the Nasdaq Capital Market.

How will the T3 Defense (DFNS) reverse stock split change the share count?

The reverse split will reduce outstanding DFNS common shares from approximately 139.8 million to about 1 million. According to T3 Defense, every 125 existing shares will automatically convert into one new share, with no action required from registered stockholders.

Will the T3 Defense (DFNS) reverse stock split affect shareholder ownership percentages?

T3 Defense states the reverse stock split will not change any stockholder’s percentage ownership in the company. According to T3 Defense, all stockholders are affected uniformly and options and warrants will be proportionately adjusted to maintain relative economic positions.

Why is T3 Defense (DFNS) implementing a 1-for-125 reverse stock split?

The reverse stock split is intended to increase the per-share trading price of DFNS common stock. According to T3 Defense, this is aimed at satisfying the minimum bid price requirement for continued listing on the Nasdaq Capital Market following recent stock activity.

Do T3 Defense (DFNS) investors need to take action for the July 2026 reverse stock split?

According to T3 Defense, no action is required by registered stockholders for the reverse split. Investors holding DFNS through brokers or banks will have positions automatically adjusted, and any fractional shares will be rounded up to the nearest whole share.

What happens to T3 Defense (DFNS) options and warrants after the reverse stock split?

T3 Defense indicates that all outstanding stock options and warrants will be proportionately adjusted for the 1-for-125 split. According to T3 Defense, this preserves the holders’ relative economic interests after the reduced share count becomes effective on July 20, 2026.