DEFSEC Technologies Announces Closing of CAD$2.5 Million Registered Direct Offering

DEFSEC Technologies (NASDAQ: DFSC) closed a registered direct offering of 673,006 common shares at CAD$3.74 per share, raising gross proceeds of about CAD$2.5 million.

Rhea-AI Summary

DEFSEC Technologies (NASDAQ: DFSC) closed a registered direct offering of 673,006 common shares at CAD$3.74 per share, raising gross proceeds of about CAD$2.5 million.

Concurrent unregistered warrants for 673,006 shares and 50,475 placement-agent warrants were issued, with net proceeds earmarked for working capital and general corporate purposes.

Positive

• Gross proceeds of approximately CAD$2.5 million to fund working capital and corporate purposes
• Offering price set at CAD$3.74 per share with immediate funding certainty
• Exercise prices of CAD$4.39 and CAD$4.675 on warrants are above the offering share price

Negative

• Issuance of 673,006 new common shares increases the company’s share count
• Up to 723,481 additional shares could be issued if all new warrants are exercised
• Placement agent cash fee of CAD$188,778 and warrant issuance add to transaction costs

Argus Jun 26 session

-0.92% close to close Open Argus

Details

News Market Reaction – DFSC

In the Jun 26 session, DFSC declined 0.92%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement finalizes a CAD$2.5 million registered direct financing plus five-year warrants, b...

Analysis

This announcement finalizes a CAD$2.5 million registered direct financing plus five-year warrants, bolstering liquidity but adding dilution and warrant overhang. With prior offerings averaging a -17.34% move, investors may watch for capital deployment and further equity needs.

Key Figures

Shares issued: 673,006 common shares Offering price: CAD$3.74 (US$2.63) per share Gross proceeds: CAD$2.5 million +4 more

Shares issued

673,006 common shares

Registered direct offering size

Offering price

CAD$3.74 (US$2.63) per share

Purchase price in registered direct

Gross proceeds

CAD$2.5 million

Total before fees from offering

Investor warrants

673,006 at CAD$4.39

Unregistered warrants from concurrent private placement

Warrant term

5 years

Investor warrants exercisable immediately for five years

Placement agent fee

CAD$188,778 cash

Cash compensation to H.C. Wainwright

Placement agent warrants

50,475 at CAD$4.675

Five-year common share purchase warrants to placement agent

Previous Offering Reports

5 past events · Latest: Jun 25

Same Type 5 events

1. Jun 25

   Registered direct offering

   24h Move

   -27.9%

   Announced CAD$2.5M registered direct deal with matching five-year investor warrants.

2. Dec 18

   Offering closing

   24h Move

   +2.7%

   Closed CAD$2.1M registered direct with five-year warrants and Wainwright compensation.

3. Dec 17

   Registered direct pricing

   24h Move

   -17.4%

   Priced CAD$2.1M registered direct plus concurrent private warrants for working capital.

4. Aug 07

   Public offering closing

   24h Move

   -2.2%

   Closed CAD$6.8M public offering with equal number of five-year warrants attached.

5. Jul 24

   Public offering pricing

   24h Move

   -41.9%

   Announced pricing of CAD$6.8M public share and warrant financing for corporate purposes.

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, shelf registration statement, form f-3, section 4(a)(2), +1 more

5 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.

shelf registration statement regulatory

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

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"registration statement on Form F-3 (File No. 333-277196) that was filed with the"

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

"Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated"

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.

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

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OTTAWA, ON, June 26, 2026 /PRNewswire/ - 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 673,006 common shares at a purchase price of CAD$3.74 (US$2.63) per common share . In a concurrent private placement, the Company issued unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39 per share that are 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$2.5 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$188,778 and issued to the placement agent or its designees 50,475 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$4.675 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 final prospectus supplement and accompanying prospectus relating to the registered direct offering were filed with the SEC. Electronic copies of the final 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, 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.

About DEFSEC

DEFSEC (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCSW) (FSE: 62UA) 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 the established ARWEN® less-lethal munitions platform and a new proprietary less-lethal product line branded PARA SHOT^TM with applications across all segments of the less-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada.

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.

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

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SOURCE DEFSEC Technologies Inc

FAQ

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

What did DEFSEC Technologies (NASDAQ: DFSC) announce on June 26, 2026?

DEFSEC Technologies announced the closing of a registered direct offering raising about CAD$2.5 million in gross proceeds. According to DEFSEC, 673,006 common shares were sold at CAD$3.74 per share, alongside a concurrent private placement of unregistered warrants.

What are the key terms of DEFSEC Technologies’ CAD$2.5 million registered direct offering (DFSC)?

The offering involved 673,006 common shares at CAD$3.74 per share for gross proceeds of about CAD$2.5 million. According to DEFSEC, H.C. Wainwright & Co. acted as exclusive placement agent and received cash fees plus additional warrants.

How will DEFSEC Technologies use the proceeds from the June 2026 DFSC offering?

DEFSEC Technologies plans to use the net proceeds for working capital and general corporate purposes. According to DEFSEC, the CAD$2.5 million gross raise strengthens liquidity to support ongoing operations and its defense and security technology portfolio.

What warrants were issued in DEFSEC Technologies’ June 2026 DFSC financing?

DEFSEC issued unregistered warrants to purchase 673,006 common shares at CAD$4.39, exercisable immediately for five years. According to DEFSEC, the placement agent also received 50,475 warrants with a CAD$4.675 exercise price, also expiring five years after offering commencement.

Are the DEFSEC Technologies June 2026 DFSC warrants registered for public resale?

The investor warrants were issued in a private placement and are unregistered under the Securities Act. According to DEFSEC, these warrants and the underlying shares can be sold only via an effective registration statement or applicable exemptions from registration requirements.

What role did H.C. Wainwright play in the DEFSEC Technologies (DFSC) June 2026 offering?

H.C. Wainwright & Co. served as the exclusive placement agent for DEFSEC’s registered direct offering. According to DEFSEC, the firm received a cash fee of CAD$188,778 and 50,475 warrants exercisable at CAD$4.675 for five years.