T3 Defense Inc SEC Filings

T3 Defense Inc. submitted a Notification of Late Filing stating it could not file its Annual Report on Form 10-K for the period ended December 31, 2025 on time due to delays processing required information and reduced availability of Israel-based staff following a direct military conflict with Iran. The registrant states it will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.

Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.

T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.

The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.

T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.

The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.

T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.

T3 Defense Inc. filed an amended current report to correct a typo in a recent disclosure about a private financing. The company previously reported a Securities Purchase Agreement for 400 units at a total of $20,000,000, or $50,000 per unit, each unit containing one share of Series B Convertible Preferred Stock and one and a half common stock purchase warrants.

The amendment clarifies that each Common Warrant is initially exercisable for one share of common stock at an exercise price of $2.13 per share, subject to standard adjustments for stock splits and similar events. No other terms of the agreement or prior report were changed.

T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.

Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.

T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.

The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.

Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.

If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.