DEFSEC Technologies Announces Closing of CAD$2.1 Million Registered Direct Offering

Rhea-AI Summary

DEFSEC Technologies (TSXV: DFSC, NASDAQ: DFSC) closed a registered direct offering on December 18, 2025, issuing 566,040 common shares at CAD$3.64 (US$2.65) per share for gross proceeds of approximately CAD$2.1 million.

In a concurrent private placement the company issued 566,040 unregistered warrants exercisable at CAD$4.27 for five years; placement agent H.C. Wainwright received CAD$154,529 cash and 42,453 warrants exercisable at CAD$4.55 for five years. Proceeds are intended for working capital and general corporate purposes. Offering was made under a Form F-3 shelf declared effective March 4, 2024, and remains subject to final TSXV approval.

Positive

• Gross proceeds approximately CAD$2.1M
• Issued 566,040 common shares at CAD$3.64
• Concurrent issuance of 566,040 warrants at CAD$4.27
• Placement agent secured via H.C. Wainwright

Negative

• Immediate dilution risk from 566,040 issued shares
• Potential dilution if warrants exercised at CAD$4.27
• Offering remains subject to final TSXV approval

Key Figures

Shares Offered 566,040 common shares Registered direct offering closing

Offering Price CAD$3.64 (US$2.65) per share Purchase price for common shares

Gross Proceeds CAD$2.1 million Before placement agent fees and expenses

Investor Warrants 566,040 warrants at CAD$4.27 Exercise price, 5-year term, immediately exercisable

Placement Agent Fee CAD$154,529 cash Paid to H.C. Wainwright & Co.

Agent Warrants 42,453 warrants at CAD$4.55 5-year term for placement agent/designees

Price Change 24h -28.24% Move prior to this closing announcement

52-Week Range $1.80 – $13.75 Price sat 4.44% above low, 86.33% below high pre-news

Market Reality Check

$1.88 Last Close

Volume Volume 197,061 is about 3.6x its 20-day average of 54,782, indicating elevated pre-news activity. high

Technical Shares at $1.88 were trading below the 200-day MA of $4.40 and 86.33% below the 52-week high.

Peers on Argus

Peers in Aerospace & Defense were mixed, with moves from -12.47% (MNTS) to modest gains (AIRI, KITT), suggesting DFSC’s reaction is more stock-specific than sector-driven.

Market Pulse Summary

This announcement confirms the closing of a CAD$2.1 million equity financing that includes both common shares and multi-year warrants, with proceeds earmarked for working capital and general corporate purposes. Historically, DEFSC’s “offering”-tagged news has produced sizable price moves, highlighting sensitivity to dilution and capital structure. Investors may monitor future financing activity, governance updates in recent 20-F/A and 6-K filings, and how efficiently new capital is deployed to support the business.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering for the purchase"

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 issued unregistered warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"issued 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.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to the registered direct offering were 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.

Form F-3 regulatory

"pursuant to a "shelf" registration statement on Form F-3 (File No. 333-277196)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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"

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"

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.

AI-generated analysis. Not financial advice.

Ottawa, Ontario--(Newsfile Corp. - December 18, 2025) - DEFSEC Technologies Inc. (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCW) ("DEFSEC" or the "Company"), today announced the closing of its previously announced registered direct offering 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 concurrent private placement, the Company issued unregistered warrants to purchase up to 566,040 common shares at an exercise price of CAD$4.27 per share that were immediately exercisable upon issuance and will expire five years following the date of issuance.

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

The gross proceeds to the Company from the offering were approximately 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.

In connection with the offering, the Company paid a cash fee to the placement agent in an amount of CAD$154,529 and issued to the placement agent or its designees 42,453 common share purchase warrants entitling the holder to acquire one common share of the Company for a period of five years from the commencement of sales of the offering at an exercise price of CAD$4.55 per common share.

The common shares (but not the unregistered warrants and the common shares underlying the unregistered warrants) described above were 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 was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to the registered direct offering were filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained 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 were 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, were not registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying common shares may not be reoffered or resold 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.

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

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 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 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278653

FAQ

How many shares did DEFSEC (DFSC) issue in the December 2025 offering?

DEFSEC issued 566,040 common shares in the registered direct offering.

What were the offering proceeds and planned use for DEFSEC (DFSC)?

Gross proceeds were approximately CAD$2.1 million, intended for working capital and general corporate purposes.

What warrant terms were issued with DEFSEC's December 2025 offering (DFSC)?

The company issued 566,040 unregistered warrants exercisable at CAD$4.27 for five years; placement agent received 42,453 warrants at CAD$4.55.

Were DEFSEC's (DFSC) shares offered under an SEC registration?

Yes; the common shares were offered under a Form F-3 shelf registration declared effective March 4, 2024.

Is DEFSEC's (DFSC) offering fully completed and approved by exchanges?

The offering closed, but it remains subject to final approval by the TSX Venture Exchange.