DEFSEC Technologies Inc. Announces Closing of CDN$5.54 Million Private Placement

Rhea-AI Summary

DEFSEC Technologies (TSXV/NASDAQ: DFSC) closed its previously announced private placement, issuing 1,951,219 common shares (or pre-funded warrants in lieu) at CAD$2.84 (US$2.05) per security, together with common share purchase warrants for up to 1,951,219 additional shares.

Each common warrant is immediately exercisable at CAD$3.30 per share for 60 months, while each pre-funded warrant is exercisable at CAD$0.001 per share. Gross proceeds totaled approximately CAD$5.54 million (US$4.0 million). According to DEFSEC, net proceeds will support business and market development, intellectual property protection and registrations, and general working capital. H.C. Wainwright & Co. acted as exclusive placement agent, receiving a 7.5% cash fee on gross proceeds and placement agent warrants equal to 7.5% of the securities sold, exercisable at CAD$3.55 for 60 months.

Positive

• Gross proceeds of approximately CAD$5.54 million (US$4.0 million) raised
• 1,951,219 shares (or pre-funded warrants) issued at CAD$2.84 per security
• Use of proceeds earmarked for business development, IP protection and working capital
• Placement agent engagement with H.C. Wainwright & Co. as exclusive agent

Negative

• New equity issuance of 1,951,219 shares plus additional warrants increases potential share count
• Placement costs include 7.5% cash fee on gross proceeds and 7.5% warrant coverage to agent
• Securities unregistered in U.S., requiring future SEC registration for resale under agreed rights

News Explained

The completed financing brings cash to DEFSEC but can reduce existing holders’ ownership as issued securities and warrants become shares.

At closing, DEFSEC received CDN$5.54 million in gross proceeds from the completed private placement. It issued 1,951,219 common shares or pre-funded warrants in lieu and warrants for up to 1,951,219 additional shares; securities that become common shares increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

A pre-funded warrant is sold at nearly the full share price, has a nominal exercise price, and converts to a common share when exercised; the common warrants are exercisable for 60 months at CDN$3.30 per share, making that additional ownership dilution conditional on exercise.

The securities were not registered for resale, and DEFSEC agreed under a registration-rights agreement to file one or more SEC registration statements covering resale; that future filing is the stated follow-up to the closing.

Market Context

Historical private-placement data recorded a -28% 24-hour reaction, giving this closing a directly c...

Analysis

Historical private-placement data recorded a -28% 24-hour reaction, giving this closing a directly comparable precedent. The active F-3 covers resale securities rather than a company sale; financing needs and potential dilution remain relevant risks to watch.

Key Figures

Common shares issued: 1,951,219 shares Purchase price: CAD$2.84 per share Common warrant exercise price: CDN$3.30 per share +5 more

8 metrics

Common shares issued 1,951,219 shares Private placement closing

Purchase price CAD$2.84 per share US$2.05 per share equivalent

Common warrant exercise price CDN$3.30 per share 60-month warrant term

Pre-funded warrant exercise price CDN$0.001 per share Immediately exercisable

Gross proceeds CDN$5.54 million Approximately US$4.0 million before fees and expenses

Placement agent cash fee 7.5% of gross proceeds Paid to H.C. Wainwright & Co.

Placement agent warrants 7.5% of shares and pre-funded warrants sold Issued to H.C. Wainwright & Co. or designees

Placement agent warrant exercise price CDN$3.55 per share 60-month warrant term

Previous Private placement Reports

1 past event · Latest: Aug 17 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 17	Private placement	Negative	-28.0%	Private placement announcement preceded a 28% negative 24-hour price reaction.

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

Pattern Detected

The tag-specific history showed the prior private-placement announcement was followed by a -28% 24-hour reaction.

Key Terms

private placement, pre-funded warrant, common warrant, placement agent warrants, +1 more

5 terms

private placement financial

"announced the closing of its previously announced private placement"

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.

pre-funded warrant financial

"or pre-funded warrants in lieu thereof"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

common warrant financial

"Common Share purchase warrants to purchase up to an aggregate"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

placement agent warrants financial

"the "Placement Agent Warrants""

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

registration rights agreement regulatory

"Pursuant to a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

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

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OTTAWA, ON, Aug. 18, 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 private placement (the "Offering") for the issuance and sale of 1,951,219 common shares in the capital of the Company, no par value per share (each a "Common Share") (or pre-funded warrants (each a "Pre-funded Warrant") in lieu thereof), at a purchase price of CAD$2.84 (US$2.05) per Common Share (or Pre-funded Warrant in lieu thereof) and Common Share purchase warrants to purchase up to an aggregate of 1,951,219 Common Shares (each a "Common Warrant"). Each Common Warrant is immediately exercisable to acquire one Common Share at an exercise price of CDN$3.30 per Common Share for a period of 60 months following the closing of the Offering. Each Pre-funded Warrant is immediately exercisable to acquire one Common Share at a nominal exercise price of CDN$0.001 per Common Share.

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

The aggregate gross proceeds from the Offering were approximately CDN$5.54 million (approximately US$4.0 million), before deducting placement agent fees and other offering expenses. DEFSEC intends to use the aggregate net proceeds of the Offering for business and market development, intellectual property protection and registrations and general working capital purposes.

As compensation for services rendered, the Company: (i) paid to H.C. Wainwright & Co., at the closing of the Offering, a cash fee equal to 7.5% of the aggregate gross proceeds of the Offering; and (ii) issued to H.C. Wainwright & Co., or its designees, such number of Common Share purchase warrants to purchase a number of Common Shares equal to 7.5% of the sum of Common Shares and Pre-funded Warrants sold in the Offering (the "Placement Agent Warrants"). Each Placement Agent Warrant will be immediately exercisable to acquire one Common Share at an exercise price of CDN$3.55 per Common Share for a period of 60 months following the closing of the Offering. 

The securities offered and sold by DEFSEC in the Offering have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons, absent registration under the Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of the unregistered securities issued in the Offering.

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

About DEFSEC
DEFSEC (TSXV: DFSC and DFSC.WT.U; NASDAQ: DFSC and DFSCW) 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 less-lethal product line branded PARA SHOT™ with application across all segments of the less-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada.

For more information, please visit https://DEFSECTEC.com/

Forward-Looking Information and 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 words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements in this press release include, but are not limited to, statements regarding the intended use of the net proceeds of the Offering. Such 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 statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances 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 general economic and stock market conditions; loss of markets; and many 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 TSXV nor its respective Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

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SOURCE DEFSEC Technologies Inc

FAQ

What did DEFSEC Technologies (NASDAQ: DFSC) announce on August 18, 2026?

DEFSEC Technologies announced the closing of a private placement raising about CAD$5.54 million. According to DEFSEC, the deal included 1,951,219 common shares (or pre-funded warrants) at CAD$2.84 each and an equal number of common share purchase warrants exercisable over 60 months.

How much capital did DEFSEC (DFSC) raise in its August 2026 private placement and at what price?

DEFSEC raised approximately CAD$5.54 million (US$4.0 million) in gross proceeds. According to DEFSEC, securities were priced at CAD$2.84 (US$2.05) per common share or pre-funded warrant, with attached common share purchase warrants issued on a one-for-one basis with the shares sold.

What are the terms of the DEFSEC (DFSC) common warrants and pre-funded warrants issued in this offering?

The common warrants are immediately exercisable at CAD$3.30 per share for 60 months. According to DEFSEC, pre-funded warrants are immediately exercisable at a nominal CAD$0.001 per share, providing investors a low-cost path to convert into common shares after the placement.

How will DEFSEC Technologies (DFSC) use the proceeds from the CAD$5.54 million private placement?

DEFSEC plans to use net proceeds for business and market development, intellectual property protection and registrations, and working capital. According to DEFSEC, the funding supports commercialization of its tactical systems, PARA SHOT less-lethal line, and broader corporate growth initiatives and operational needs.

What compensation did H.C. Wainwright & Co. receive in the DEFSEC (DFSC) August 2026 private placement?

H.C. Wainwright & Co. received a 7.5% cash fee on aggregate gross proceeds. According to DEFSEC, the agent also received placement agent warrants equal to 7.5% of the shares and pre-funded warrants sold, exercisable at CAD$3.55 per share for 60 months.

Are the new DEFSEC (DFSC) securities registered in the United States and how will resale be handled?

The securities are not registered under the U.S. Securities Act and cannot be sold in the U.S. without registration or exemption. According to DEFSEC, the company agreed to file registration statements with the SEC to cover resale of the offering’s unregistered securities.