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. registers for resale up to 30,000,000 shares of its common stock by certain selling stockholders, consisting of up to 26,666,667 Conversion Shares issuable upon conversion of Series B Preferred Stock and up to 3,333,333 Warrant Shares issuable upon exercise of Common Warrants.
The prospectus states the company will not receive proceeds from secondary sales but would receive proceeds if the Common Warrants are exercised for cash; full exercise of those warrants for cash would generate approximately $15 million. The resale registration arises from the February 2026 Private Placement and is subject to conversion/exercise mechanics, blocker limits (9.9%/9.99%), anti-dilution adjustments, and stockholder approval conditions described in the prospectus.
T3 Defense Inc. reported results of a special stockholder meeting held on June 24, 2026. Stockholders approved issuing additional common shares upon exercise of certain restricted common stock purchase warrants and upon conversion of Series B Convertible Preferred Stock related to the February 2026 private placement, as required by Nasdaq Listing Rules.
They also approved giving the Board authority, for 18 months, to implement a reverse stock split of common stock at a ratio between one-for-two and one-for-250. As of the May 21, 2026 record date, 60,270,525 common shares were outstanding, with 35,716,531 shares present or represented, forming a 59.26% quorum.
T3 Defense Inc. filed Amendment No. 1 to its Registration Statement on Form S-1. The amendment is limited in scope and is being used solely to add and update exhibits listed in Item 16, such as merger agreements, financing notes, equity plans, governance policies and consents.
The preliminary prospectus and the rest of Part II of the registration statement remain unchanged and are omitted from this amendment. The amendment is signed on behalf of the company by Chief Executive Officer Menachem Shalom in Tel Aviv, Israel, with signatures also from the Chief Financial Officer and three directors.
T3 Defense Inc. postponed its special stockholder meeting, originally set for June 18, 2026, to June 24, 2026 at 12 p.m. Eastern time. The record date and all proposals to be voted on remain unchanged, as previously detailed in proxy statements filed on June 1 and June 16, 2026. The meeting will be held in a virtual format via an online shareholder meeting website.
T3 Defense Inc. reported that on June 12, 2026 it sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for aggregate gross proceeds of $3,805,929 under a previously declared effective registration statement.
The company and the investor also completed earlier equity line purchases between April 20 and June 4, 2026, bringing total recent share sales under this arrangement to 17,294,784 shares for $4,545,236 in gross proceeds. The investor waived a prohibition on issuing purchase notices for this June 12 transaction, but there is no assurance of future waivers, and further sales under the equity line depend on conditions in a February 24, 2026 Securities Purchase Agreement. As of this report, T3 Defense has 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock.
T3 Defense Inc. has identified Cohen Roy as its Chief Financial Officer and a reporting insider. The data show no reportable stock transactions, with zero buys, sells, exercises, gifts, or other trades and no derivative positions listed. This appears to be an initial baseline disclosure of his status rather than an active trading report.
T3 Defense Inc. appointed Roy Cohen as its new Chief Financial Officer, effective June 1, 2026, to serve at the Board’s discretion until a successor is appointed and qualified. Cohen has more than 25 years of financial leadership experience across global public and private companies, including senior roles at NASDAQ-listed businesses and responsibility for consolidated US GAAP reporting and Sarbanes-Oxley compliance.
He will receive monthly compensation of NIS 55,000 through September 2026, rising to NIS 65,000 per month thereafter. The company states he has no relevant related-party transactions, no recent bankruptcy affiliations, and no familial ties to its directors or executive officers.
T3 Defense Inc. has filed a resale registration covering up to 30,000,000 shares of common stock, including 26,666,667 shares issuable upon conversion of Series B Convertible Preferred Stock and 3,333,333 shares issuable upon exercise of Common Warrants. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from these resales.
The company would receive cash only if the Common Warrants are exercised for cash, with potential proceeds of about $15 million earmarked for working capital and general corporate purposes. Shares outstanding were 68,270,525 as of May 29, 2026, and would be 98,270,525 assuming full conversion and exercise. Extensive risk disclosures highlight substantial potential dilution, complex anti-dilution and blocker provisions, going concern pressures, a high‑risk pivot from fintech to defense, dependence on Israeli operations amid active conflict, and challenges around export controls, security clearances, and intense defense‑industry competition.
T3 Defense Inc. is soliciting stockholder approval at a virtual Special Meeting on to approve four proposals: (1) authorization for issuance of Common Stock upon exercise of Warrants issued in the February 24, 2026 private placement, (2) waiver of the Preferred Exchange Cap to permit conversion of Series B Preferred Stock, (3) a Board-authorized reverse stock split within a 1-for-2 to 1-for-250 range, and (4) an adjournment authorization to solicit additional proxies.
The proxy materials state there were 60,270,525 shares of Common Stock and 200 shares of Series B Preferred Stock outstanding as of the Record Date, and that the February 2026 transaction involved 400 units for aggregate proceeds of $20,000,000. The Board unanimously recommends voting FOR all proposals.