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. seeks to register for resale up to 5,100,000 common shares held by selling stockholders, including up to 1,100,000 shares issuable upon conversion of Series B preferred stock and up to 4,000,000 shares issuable upon exercise of common warrants. The holders may sell only after the registration statement becomes effective. T3 will not receive proceeds from resales; it would receive approximately $15 million if all Common Warrants issued in the February 2026 private placement as of the prospectus date are exercised for cash in full, for working capital and general corporate purposes.
First-tranche Series B preferred stock has a $21.375 conversion price, and first-tranche warrants have a $266.25 exercise price; blockers restrict conversion or exercise that would take a holder and affiliates above 9.9% or 9.99% beneficial ownership, respectively. T3 reported 3,250,296 common shares outstanding as of September 30, 2026. At June 30, 2026, it reported approximately $131 million of negative working capital, including $124 million of warrant liabilities that would not require cash to extinguish, and a $19 million stockholders’ deficit. Management concluded that its plans, considered in aggregate, alleviate substantial doubt about its ability to continue as a going concern.
T3 Defense Inc. is registering up to 10,000,000 common shares for resale by Esousa Group Holdings, LLC. T3 will receive no proceeds from Esousa’s resales. Separately, under the purchase agreement, T3 may sell up to $250,000,000 of common stock to Esousa after the registration statement is effective and other agreement conditions are satisfied; T3 decides whether and when to sell.
The purchase price is 97.5% of the lower of the lowest daily VWAP during the 15 trading days through the purchase date or that date’s closing price, and purchases may not exceed 20% of that day’s Nasdaq trading volume. Common shares outstanding were 3,250,296 as of September 30, 2026.
At June 30, 2026, T3 reported approximately $131 million of negative working capital, including $124 million in warrant liabilities that it says require no cash to extinguish, and a $19 million stockholders’ deficit. For the six months ended June 30, 2026, it reported a $7.2 million net operating loss and $9.8 million net cash used in operations. Management said its plans, in aggregate, alleviate substantial doubt about the company’s ability to continue as a going concern.
T3 Defense Inc. (DFNS) may offer and sell, after the registration statement becomes effective, securities in one or more offerings up to an aggregate amount of $125,000,000. The securities may include common stock, preferred stock, debt securities, warrants, subscription rights and units, separately or in combinations. Future prospectus supplements will describe the specific securities, prices, proceeds and terms for each offering. Unless a supplement provides otherwise, net proceeds received are intended for general corporate purposes, including product development and manufacturing, sales and marketing, and working capital; management will have broad discretion over their allocation.
T3 Defense reported 3,250,296 common shares outstanding as of September 29, 2026, plus 29,723 outstanding securities convertible into or exchangeable for common shares. The company also stated that its split-adjusted common stock traded between $3.70 and $91.00 from July 20 through August 25, 2026, and that trading was halted on multiple occasions during July and August due to volatility.
T3 Defense Inc. (DFNS) has filed a mixed shelf registration allowing it to offer, from time to time, up to $250,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units. Specific terms, prices and amounts for each issuance will be set in accompanying prospectus supplements.
The company positions itself as a strategic acquirer and operator of Tier 2 and Tier 3 aerospace and defense suppliers and advanced technology businesses in the U.S., Israel and Europe, with emphasis on dual‑use technologies and AI applications. DFNS is both a smaller reporting company and an emerging growth company, which permits reduced disclosure and audit requirements.
The risk discussion highlights very high stock volatility and a 1‑for‑125 reverse stock split effective July 20, 2026, after which the share price traded between $3.70 and $91.00 with widely varying volumes and multiple trading halts. The prospectus also details significant potential dilution from future equity offerings and from outstanding Series B Preferred Stock, which is highly convertible and carries 10,000 votes per share, subject to a 9.9% beneficial‑ownership blocker.
T3 Defense Inc. (DFNS) entered into a new Term Note on September 8, 2026, borrowing $3,000,000 from an institutional lender. The note bears interest at 1% per month and becomes due on the earliest of December 8, 2026, completion of a $10,000,000 Series B Convertible Preferred Stock sale to the same lender, or completion of any other Company financing with at least $3,000,000 in gross proceeds.
The Term Note includes representations, warranties and other provisions the company describes as customary for this type of instrument, and the full agreement is filed as an exhibit.
T3 Defense Inc. (DFNS) reported that its wholly owned subsidiary Rimon Agencies Ltd. received a purchase order of approximately $1.3 million from a leading Israeli defense prime contractor to supply engineered power-generation systems for a European production line supporting a critical air-defense system. This is Rimon’s first order tied to European air-defense production activity, and the company states it opens a path into the European air-defense supply chain. As of July 31, 2026, Rimon had generated $5.25 million in year-to-date revenue, exceeding its full-year 2025 revenue of $4.6 million, and held a backlog of about $2.1 million scheduled for delivery through year-end, to which the new order has been added.
T3 Defense Inc. (DFNS) has filed a resale registration for up to 5,100,000 shares of common stock, all to be sold from time to time by selling stockholders. The shares comprise up to 1,100,000 shares issuable upon conversion of Series B Convertible Preferred Stock and up to 4,000,000 shares issuable upon exercise of Common Warrants.
T3 Defense is not selling any shares in this offering and will receive no proceeds from resales, though it would receive up to about $15 million if all registered Common Warrants are exercised for cash. Shares outstanding were 2,840,296 as of August 31, 2026, and would be 7,940,296 if all registered shares are issued, following a 1-for-125 reverse stock split effective July 20, 2026. The company is an emerging growth and smaller reporting company focused on acquiring and operating aerospace and defense businesses.
T3 Defense Inc. (DFNS) filed a resale registration for up to 10,000,000 shares of common stock that may be sold from time to time by Esousa Group Holdings LLC under a committed equity financing facility. T3 is not selling shares in this offering and will not receive proceeds from Esousa’s resales.
Under a September 2025 common stock purchase agreement, T3 may, at its discretion, sell Esousa up to $250 million of common stock after effectiveness of the registration, and has already sold 360,762 purchase shares. As of August 31, 2026, T3 had 2,840,296 shares outstanding, so the 10,000,000 registered shares represent a large potential overhang, alongside prior private placements of $10 million in December 2024, $10 million in September 2025 and $20 million in February 2026 featuring anti-dilution protections.
The company discloses substantial risks: audited financials were prepared on a going concern basis with negative working capital of about $131 million and stockholders’ deficit of $19 million as of June 30, 2026, heavy reliance on Esousa financings, complex preferred stock and warrant structures that may drive continued dilution, and risk of failing Nasdaq equity listing requirements as it pivots from fintech into aerospace and defense.
T3 Defense Inc. (DFNS) reported that on August 28, 2026 it entered into a Cancellation Agreement with Project 35 Ltd. and X S.A. Security and Defense Ltd. Under this agreement, the 60% equity interest in Project 35 previously acquired by T3 Defense was returned to the seller.
In exchange, the seller returned 168,479 shares of T3 Defense common stock and a $1,250,000 note bearing 12% interest and maturing July 5, 2027, which has now been cancelled. The parties released each other from liabilities related to the terminated acquisition, including T3 Defense’s obligation to fund Project 35, and may explore alternative transactions such as a joint venture or product purchases.
T3 Defense also disclosed that shares issued and outstanding increased from 1,663,806 as of August 14, 2026 to 3,008,775, following the aggregate issuance of 1,344,969 shares through an S-8 plan, conversions of Series B Convertible Preferred Shares, and exercises of common and pre-funded warrants.
T3 Defense Inc. (DFNS) reported that on August 20, 2026 it received a notice from Nasdaq’s Listing Qualifications Staff that it is not in compliance with Nasdaq Listing Rule 5450(b)(1)(A), which requires minimum stockholders’ equity of $10,000,000 for continued listing on the Nasdaq Global Market.
Based on its Form 10-Q for the period ended June 30, 2026, T3 Defense’s stockholders’ equity fell from $42,523,000 as of March 31, 2026 to negative $19,659,000 as of June 30, 2026. Management attributes this swing primarily to outstanding warrants from a $10 million February 2026 private placement, whose entire proceeds were allocated to a Common Warrants liability.
For the six and three months ended June 30, 2026, the company recognized a loss from change in fair value of this Common Warrant liability of approximately $98,958 thousand and $80,884 thousand, respectively, as the liability increased from about $25,429 thousand at initial recognition to $124,387 thousand as of June 30, 2026 and $43,503 thousand as of March 31, 2026. T3 Defense has 45 days (until October 5, 2026) to submit a compliance plan. The notice has no immediate effect on trading, and DFNS will continue to trade on the Nasdaq Global Market while the company evaluates options and prepares its plan, though a delisting determination could follow if compliance is not regained.