T3 Defense (DFNS) fixes Common Warrant exercise price in 8-K/A

Rhea-AI Filing Summary

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.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14^th Floor

New York, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		DFNS		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share		DFNSW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On February 25, 2026, T3 Defense Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing the execution and delivery of a Securities Purchase Agreement in connection with a private placement consisting of 400 units for an aggregate purchase price of $20,000,000, or a per unit price of $50,000. Each unit consists of (i) one share of Series B Convertible Preferred Stock, par value $0.0001 per share, and (ii) one and a half common stock purchase warrants to initially purchase up to one and a half shares of common stock, par value $0.0001 per share, of the Company, subject to adjustment as described herein (the “Common Warrants”).

Item 1.01 Entry into a Material Definitive Agreement.

The Original Form 8-K contained a typographical error with respect to the exercise price of the Common Warrants. Each Common Warrant will be initially exercisable for one share of Common Stock at an initial exercise price of $2.13 per share, subject to adjustment for stock splits, distributions and the like. The Original Form 8-K inadvertently disclosed an incorrect exercise price.

Except as described above, no other changes have been made to the Original Form 8-K, and this amendment does not modify or update any other information contained in the Original Form 8-K. This amendment should be read in conjunction with the Original Form 8-K. 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	T3 DEFENSE INC.
Date: February 25, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

What did T3 Defense (DFNS) change in this 8-K/A amendment?

T3 Defense corrected the exercise price of its Common Warrants. The amended filing states each warrant is exercisable for one share of common stock at $2.13 per share, fixing a typographical error in the original disclosure while leaving all other terms unchanged.

What are the key terms of T3 Defense’s private placement mentioned here?

The private placement involves 400 units for total proceeds of $20,000,000, or $50,000 per unit. Each unit consists of one share of Series B Convertible Preferred Stock and one and a half Common Warrants to buy common stock.

How do the Common Warrants in T3 Defense’s deal work?

Each Common Warrant initially allows purchase of one share of T3 Defense common stock at an exercise price of $2.13 per share. This exercise price can be adjusted for stock splits, distributions, and similar corporate actions as described in the agreement.

Does this T3 Defense (DFNS) amendment change the size of the financing?

No, the amendment does not change the financing size. It still covers 400 units for total consideration of $20,000,000. The only revision is the corrected Common Warrant exercise price, with all other terms stated as remaining the same.

What securities of T3 Defense are listed on Nasdaq?

T3 Defense lists its common stock, par value $0.0001 per share, under symbol DFNS, and warrants, each exercisable for one share of common stock at $92.00 per share, under symbol DFNSW on The Nasdaq Stock Market LLC.

Who signed the T3 Defense (DFNS) 8-K/A amendment?

The amendment was signed on behalf of T3 Defense Inc. by Menachem Shalom, the company’s Chief Executive Officer. His signature indicates the company’s authorization of the corrected disclosure regarding the Common Warrant exercise price in the private placement.

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