Welcome to our dedicated page for T3 Defense SEC filings (Ticker: DFNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
T3 Defense Inc. filings document material events for a Nasdaq-listed defense technology holding company, including operating results, acquisitions and dispositions, financing arrangements, debt exchanges, governance matters, capital-structure changes, and exchange-listing compliance. Recent Form 8-K disclosures identify the company's common stock and warrants, emerging growth company status, and securities registered on Nasdaq.
The filing record includes disclosures on note exchanges for common stock, cancellation of indebtedness, private-placement and material-agreement categories, shareholder voting matters, operating and financial results, and a Nasdaq minimum-bid compliance notice. It also documents portfolio-related transactions involving subsidiaries and investments, including Star 26 Capital, Water IO, and Zorronet-related asset disposition activity.
T3 Defense Inc. (DFNS) reported its first meaningful defense revenues while posting a very large accounting loss for the six months ended June 30, 2026. Revenue was $7.6 million versus none a year earlier, generating gross profit of $1.4 million, but a net loss attributable to stockholders of $109.6 million, driven mainly by a $102.2 million non‑cash increase in stock purchase warrant liabilities.
Total assets were $316.0 million, including $175.9 million of SPAC trust assets and $99.0 million of goodwill, against total liabilities of $159.8 million and a stockholders’ deficit of $19.7 million. Operating cash outflow was $9.9 million, partially funded by $15.4 million of net financing inflows, including a $10 million private placement and draws under an equity line of credit. Management acknowledges significant liquidity pressure but concludes that existing cash, the ELOC, cash‑generating Israeli subsidiaries, and cost‑reduction plans collectively alleviate substantial doubt about continuing as a going concern.
T3 Defense Inc. reported that on August 17, 2026 it received a written notice from Nasdaq confirming that the company has regained compliance with the minimum bid price requirement under Listing Rule 5450(a)(1). Nasdaq determined that for the 10 consecutive business days from August 3, 2026 to August 14, 2026, the closing bid price of T3 Defense’s common stock was $1.00 per share or greater, curing the prior deficiency.
The company had previously been notified that its common stock failed to maintain a minimum bid price of $1.00 over 30 consecutive business days, placing its listing at risk. Following Nasdaq’s latest determination, T3 Defense believes it now meets all applicable Nasdaq listing requirements, reducing immediate delisting risk for its common stock, which trades under the symbol DFNS.
T3 Defense Inc. notified that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the deadline. The company states that, due to the geopolitical and security situation in Israel, it needs additional time to complete certain disclosures and analyses, and it intends to file within the five-calendar-day extension permitted under Rule 12b-25.
For the June 30, 2026 quarter, T3 Defense anticipates reporting approximately $3,996,000 in revenues and a net loss from operations of approximately $81,430,000, compared with no revenues and net income from operations of approximately $3,019,000 for the same period in 2025. A detailed discussion of these results is expected in the forthcoming Form 10-Q.
T3 Defense Inc. held its 2026 annual meeting of stockholders on August 5, 2026. As of the July 9, 2026 record date, 126,311,902 shares of common stock were outstanding, with 66,928,688 shares present or represented by proxy, constituting a quorum. These figures do not reflect the 1:125 reverse stock split effective July 20, 2026.
Stockholders elected all four director nominees to serve until the next annual meeting and ratified Somekh Chaikin, a member firm of KPMG International, as independent external auditors for the year ending December 31, 2026, with 64,462,132 votes for, 2,078,731 against and 487,815 abstentions.
Stockholders also approved the 2026 Evergreen Equity Incentive Plan, with 41,649,539 votes for and 3,602,360 against. The plan includes an initial authorization of 176,000 post-split shares of common stock for issuance, with the share reserve to increase 8% annually.
X S.E. Security and Defense Ltd. and Elad Shohat report beneficial ownership of 168,479 shares of T3 Defense Inc. common stock, representing 16.67% of the outstanding shares. They hold sole voting and dispositive power over these shares.
The shares were issued in exchange for 60 ordinary shares of Project 35 Ltd. (60% of its equity), a $1,250,000 promissory note from T3 Defense, and T3 Defense’s assumption of a $2,500,000 investment undertaking toward Project 35 Ltd. Total T3 Defense common stock outstanding was 1,010,495 shares as of July 6, 2026, reflecting a 1:125 reverse split effective July 20, 2026.
The investors describe their position as for investment purposes, may discuss additional equity transactions involving another asset they hold, and may buy or sell shares or engage with T3 Defense’s management and board on business, strategy, or governance.
T3 Defense Inc. approved a 1-for-125 reverse stock split of its outstanding common stock, superseding an earlier 1-for-50 ratio previously approved by stockholders on June 24, 2026. A Certificate of Amendment was filed in Delaware on July 15, 2026 to implement the change.
The reverse split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026, when DFNS shares will begin trading on Nasdaq on a split-adjusted basis under the same symbol, with a new CUSIP 67054R302. The move is intended to lift the share price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2). Fractional shares will be rounded up to the nearest whole share without cash payments, and equity awards will be proportionately adjusted. Authorized capital of 150,000,000 common and 10,000,000 preferred shares and par values remain unchanged, so stockholders' percentage ownership and voting power stay essentially the same aside from minor rounding effects.
T3 Defense Inc. reports that II Acquisition Corp., a Cayman Islands SPAC sponsored by an affiliate controlled and majority owned by its wholly-owned subsidiary Nukkleus Defense Technologies Inc., has terminated a non-binding letter of intent for a potential business combination with a payments technology company.
The LOI, signed on March 31, 2026, had outlined a possible transaction in which the SPAC would acquire 100% of the target’s outstanding equity and equity equivalents. On July 12, 2026, the SPAC informed the target that it would not pursue the proposed transaction, and the LOI was terminated effective immediately, leaving in place only certain confidentiality obligations.
T3 Defense Inc. approved a 1-for-50 reverse stock split of its issued and outstanding Common Stock and filed a Certificate of Amendment in Delaware to implement it. The split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026, when the Common Stock will begin trading on a split-adjusted basis on the Nasdaq Global Market under the DFNS symbol.
The stated purpose is to raise the per share bid price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2), once that price is maintained for a minimum of 10 consecutive trading days. Fractional entitlements will be rounded up to the nearest whole share at the participant level, with no cash paid. Authorized capital, par value, and each stockholder’s proportional ownership and voting power remain essentially unchanged, aside from minor effects from fractional share adjustments, and equity awards will be adjusted to reflect the new share count.
T3 Defense Inc. is asking stockholders to vote at its virtual 2026 annual meeting on August 5, 2026. Proposals include electing four directors (CEO Menachem Shalom plus three independent directors), ratifying Somekh Chaikin (a KPMG member firm) as independent external auditor for 2026, and approving a 2026 Evergreen Equity Incentive Plan.
The equity plan would initially reserve 22,000,000 shares of common stock, with an automatic annual increase of up to 8% of the then-available pool for up to ten years, subject to board reduction. As of July 9, 2026, there were 126,311,902 common shares outstanding and 10 shares of Series B Convertible Preferred Stock (10,000 votes each), totaling 126,411,902 votes. CEO Menachem Shalom beneficially owns 14,859,080 common shares (including warrants), or 11.13% of common stock.
The proxy details 2025 director and executive compensation, including Shalom’s 2025 total compensation of $3,967,500 and a new consulting agreement effective January 1, 2026 providing a $60,000 monthly base fee, target cash bonuses, 250,000 shares per quarter (subject to plan availability and stockholder approval), potential relocation grant, and severance protections. It also describes the Star 26 acquisition structure and various related-party financings, as well as audit fees paid to GreenGrowth for 2024–2025.
T3 Defense Inc. has acquired 60% of the outstanding equity capital of Israeli company Project 35, a supplier of unmanned aerial systems and counter‑UAV solutions. In exchange for 60 ordinary shares of Project 35, T3 Defense issued 21,059,871 shares of its common stock and a $1,250,000 promissory note.
The note bears 12% interest and matures on July 5, 2027. T3 Defense also agreed to invest an additional $2,500,000 in Project 35 over the next 12 months. Project 35’s HY-380 interceptor and broader drone and counter‑drone portfolio are already fielded with major Israeli defense organizations and the Israel Ministry of Defense.