DEFSEC Technologies Announces CAD$2.1 Million Registered Direct Offering

Rhea-AI Summary

DEFSEC Technologies (TSXV: DFSC; NASDAQ: DFSC) announced a registered direct offering of 566,040 common shares at CAD$3.64 (US$2.65) per share and a concurrent private placement of unregistered warrants to purchase up to 566,040 common shares at an exercise price of CAD$4.27, exercisable immediately and expiring five years from issuance.

The offering is expected to close on or about December 18, 2025, with gross proceeds of approximately CAD$2.1 million before placement agent fees. H.C. Wainwright & Co. is the exclusive placement agent. Net proceeds are intended for working capital and general corporate purposes. Common shares are offered under a Form F-3 shelf registration declared effective March 4, 2024.

Positive

• Gross proceeds of CAD$2.1 million expected
• Issued warrants exercisable immediately at CAD$4.27
• Offering uses Form F-3 shelf registration declared effective March 4, 2024

Negative

• Issuance of 566,040 shares will dilute existing shareholders
• Proceeds are pre-fee; placement agent fees will reduce net proceeds
• Unregistered warrants and underlying shares are not registered for US resale

Argus Dec 17 session

-17.35% close to close Open Argus

Details

News Market Reaction – DFSC

On Dec 17, the day this news came out, DFSC closed 17.35% below the previous close.

Data tracked by StockTitan Argus for the Dec 17 session.

Key Figures

Shares Offered: 566,040 common shares Offering Price: CAD$3.64 per share US$ Equivalent Price: US$2.65 per share +5 more

Shares Offered

566,040 common shares

Registered direct offering size

Offering Price

CAD$3.64 per share

Registered direct purchase price

US$ Equivalent Price

US$2.65 per share

Registered direct offering

Warrants Issued

566,040 unregistered warrants

Concurrent private placement

Warrant Exercise Price

CAD$4.27 per share

Unregistered warrants exercisable immediately

Warrant Term

Five years

Warrants expire five years after issuance

Gross Proceeds

CAD$2.1 million

Before fees and expenses

Expected Closing Date

December 18, 2025

Subject to customary closing conditions

Historical Context

5 past events · Latest: Dec 05

5 events

1. Dec 05

   Revenue ramp update

   24h Move

   -2.4%

   Announced sharp increase in government services roles and billings from 2026.

2. Oct 29

   Conference presentation

   24h Move

   +11.1%

   Investor conference update on billings growth and defense program workshares.

3. Aug 13

   Earnings update

   24h Move

   +2.8%

   Reported strong Q3 revenue and margin growth driven by defense contracts.

4. Aug 07

   Equity offering close

   24h Move

   -2.2%

   Closed CAD$6.8M equity offering with five‑year warrants for capital.

5. Jul 24

   Equity offering price

   24h Move

   -41.9%

   Priced CAD$6.8M equity offering with warrants and five‑year term.

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

Key Terms

registered direct offering, private placement, warrants, prospectus supplement, +4 more

8 terms

registered direct offering financial

"purchase and sale of 566,040 common shares at a purchase price... in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In a concurrent private placement, the Company will issue unregistered warrants..."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"the Company will issue unregistered warrants to purchase up to 566,040 common shares..."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"offered by the Company pursuant to a ... registration statement on Form F-3..."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933..."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the common shares underlying such unregistered warrants..."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Regulation S regulatory

"U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an effective registration statement..."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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Ottawa, Ontario--(Newsfile Corp. - December 17, 2025) - DEFSEC Technologies Inc. (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCW) ("DEFSEC" or the "Company"), today announced that it has entered into definitive agreements for the purchase and sale of 566,040 common shares at a purchase price of CAD$3.64 (US$2.65) per common share in a registered direct offering. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 566,040 common shares at an exercise price of CAD$4.27 per share that will be immediately exercisable upon issuance and will expire five years following the date of issuance. The closing of the offering is expected to occur on or about December 18, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be CAD$2.1 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The common shares (but not the unregistered warrants and the common shares underlying the unregistered warrants) described above are being offered by the Company pursuant to a "shelf" registration statement on Form F-3 (File No. 333-277196) that was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 and declared effective by the SEC on March 4, 2024. The offering of the common shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the common shares underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying common shares may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and all applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Sean Homuth, President and Chief Executive Officer
homuth@defsectec.com

Jennifer Welsh, Chief Financial Officer and Chief Compliance Officer
welsh@defsectec.com

Jason Frame, Investor Relations
+1 (587) 225-2599
frame@defsectec.com

About DEFSEC

DEFSEC (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCSW) (FSE: 62U2) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other DEFSEC products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The company also has a new proprietary non-lethal product line branded PARA SHOT^TM with applications across all segments of the non-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada, with a representative office in London, UK.

For more information, please visit https://www.defsectec.com.

Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking statements contain these terms and phrases. Forward-looking statements made by DEFSEC in this press release include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds from the offering. Forward-looking statements are provided for the purpose of assisting the reader in understanding us, our business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes. Such forward-looking statements are based on the current expectations of DEFSEC's management and are based on assumptions and subject to risks and uncertainties.

Although DEFSEC's management believes that the assumptions underlying such forward-looking statements are reasonable, they may prove to be incorrect. The forward-looking statements discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting DEFSEC, including, but not not limited to: the intended use of proceeds from the Offering; general economic conditions; fluctuations in securities markets; and other factors beyond the control of DEFSEC. Although DEFSEC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DEFSEC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The offering remains subject to the approval of the TSX Venture Exchange.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278319

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DEFSEC (DFSC) announce on December 17, 2025?

DEFSEC announced a registered direct offering of 566,040 common shares at CAD$3.64 and a concurrent private placement of warrants to buy 566,040 shares at CAD$4.27.

How much money will DEFSEC raise from the DFSC offering?

The offering is expected to generate gross proceeds of approximately CAD$2.1 million before placement agent fees and expenses.

When is the DFSC offering expected to close?

The company expects the offering to close on or about December 18, 2025, subject to customary closing conditions.

What are the terms of the warrants issued in the DFSC placement?

Unregistered warrants cover up to 566,040 shares, are immediately exercisable at CAD$4.27 per share, and expire five years after issuance.

Who is the placement agent for the DEFSEC offering (DFSC)?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

How will DEFSEC use the net proceeds from the DFSC financing?

The company intends to use net proceeds for working capital and general corporate purposes.