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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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, 14th 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.
Item 1.01. Entry into a Material Definitive
Agreement.
Private Placement
On February 24, 2026, T3 Defense Inc. (the “Company”)
entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private
placement (the “Private Placement”) pursuant to which the investor (the “Purchaser”) agreed to purchase from the
Company 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
(each a “Share” and collectively, the “Shares”) of Series B Convertible Preferred Stock, par value $0.0001 per
share (the “Series B Preferred Stock”), 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 (the “Common Stock”), of the Company, subject to adjustment
as described herein (the “Common Warrants” and the shares of Common Stock issuable upon exercise or exchange of the Common
Warrants, the “Warrant Shares”). The Private Placement Offering is scheduled to close on or about Thursday, February 26, 2026.
The Private Placement is structured as a two stage
investment. At the initial closing, which is scheduled to occur on February 26, 2026, the Company will sell 200 units for gross proceeds of
$10 million. The Purchaser agreed to purchase an additional 200 units for an additional investment of $10 million following (i) the effectiveness
of the registration statement described below, (ii) stockholder approval of the issuance of the transactions contemplated by the Securities
Purchase Agreement as required pursuant to Nasdaq rules, (iii) the stock price is at least $1.00 and (iv) subject to the condition that
the value of the trading in the Company’s stock on Nasdaq for the 10 consecutive days preceding the second closing is at or above
$900,000 (the “Second Closing Market Trading Value”), provided that if the Second Closing Market Trading Value is less than
$900,000, then there will be a proportionate reduction in the number of units to be sold at the second closing. By way of illustration
only, if the Second Closing Market Trading Value during the ten consecutive trading days immediately prior to the second closing date
is at least $450,000, then the closing on said date shall be for $5,000,000 of units. Additional closings of units will occur when the
market trading value for ten consecutive trading days is at or above $900,000.
Securities Purchase Agreement
Pursuant to the Securities Purchase Agreement,
the Company is required to seek stockholder approval (the “Stockholder Approval”) related to the issuance of the units to
be issued in the Private Placement. The Company is required to file a preliminary proxy statement for a special meeting of the Company’s
stockholders within 75 days of the initial closing of the Private Placement. The Company’s directors and officers have agreed to
execute voting agreements to vote in favor of the applicable proposals. If the Company does not obtain Stockholder Approval at the first
such meeting, the Company is required to call a meeting every 4 months thereafter to seek Stockholder Approval until the earlier of
the date on which Stockholder Approval is obtained or the securities are no longer outstanding.
The Company has also granted the Purchaser a right
of participation in subsequent financings of the Company for a period of time following closing, subject to certain exempt issuances,
and has agreed not to issue securities for a period of time following the closing of the Private Placement, subject to certain exempt
issuances, including issuances pursuant to strategic transactions.
Under the terms of the Securities Purchase Agreement,
the Company agreed not deliver any purchase notices under Company’s equity line of credit with the Purchaser until after the
later of the date on which (i) the registration statement is declared effective and (ii) the Company obtains Stockholder Approval and
even after such date, certain market conditions must be satisfied.
The Company’s chief executive officer and
directors have entered into a standard lock up agreement with respect to 75% of their holdings for the period from the initial closing
through the third month following the effectiveness of the registration statement.
The Securities Purchase Agreement contains customary
representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the
parties thereto.
Series B Preferred Stock
The Series B Preferred Stock will be issued at
closing of the Private Placement pursuant to the Certificate of Designations of Rights, Preferences and Limitations to be filed with the
Secretary of State of the State of Delaware prior to closing of the Private Placement. Pursuant to the terms of said Certificate, each
share of Series B Preferred Stock has a stated value of $50,000 (the “Stated Value”) and will initially be convertible into
23,474 shares of Common Stock (the “Conversion Shares”) (or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)),
calculated by dividing the Stated Value by the initial conversion price equal to $2.13 per Share (the “Initial Conversion Price”).
The Initial Conversion Price is subject to adjustment upon stock splits, distributions, reorganizations, reclassifications, change of
control and the like, and is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while
the Series B Preferred Stock remains outstanding (subject to certain exempt issuances). The Initial Conversion Price will also be adjusted
upon receipt of Stockholder Approval (as hereinafter defined), if obtained, to the lower of (i) the then applicable conversion price and
(ii) the price per share of the Common Stock on its trading market upon the earlier of (A) effectiveness of the registration statement
required to be filed pursuant to the Registration Rights Agreement (as defined herein) or (B) upon applicability of Rule 144 as it relates
to the sale of the Conversion Shares.
The Series B Preferred Stock is convertible at
the option of the holder at any time and will be automatically converted into Common Stock or Pre-Funded Warrants in lieu thereof on the
effective date of the registration statement, whether or not the Stockholder Approval has been obtained. If at any time after the one-year
anniversary of the closing of the Private Placement, the Series B Preferred Stock is then outstanding and the Company has not received
Stockholder Approval, the Series B Preferred Stock is redeemable at the option of the holder at a price per Share equal to 105% of the
Stated Value. The conversion of the Series B Preferred Stock is subject to a 9.9% beneficial ownership limitation blocker.
The Series B Preferred Stock are not entitled
to receive dividends, other than on an as-converted basis if dividends are paid to holders of Common Stock.
The holders of Series B Preferred Stock are entitled
to 10,000 votes per each share of Series B Preferred Stock. The holders of Series BPreferred Stock have voting rights with respect to
certain corporate actions that affect the rights of the Series B Preferred Stockholders and also have certain consent rights in connection
with certain proposed Fundamental Transactions (as defined in the Certificate of Designations).
The Series B Preferred Stock is (i) senior to
the Common Stock of the Company and any other equity securities that the Company may issue in the future, the terms of which specifically
provide that such equity securities rank junior to the Series B Preferred Stock, (ii) equal with any class or series of capital stock
established after the closing date of the Private Placement, the terms of which specifically provide that such equity securities rank
on par with such Series B Preferred Stock, in each case with respect to payment of amounts upon liquidation, dissolution or winding up
and (iii) junior to all of the Company’s existing and future indebtedness. The Company has agreed not to issue any parity stock
or senior securities without the written consent of a majority in interest of the Series B Preferred Stock. Upon a change of control,
liquidation or winding up of the Company the holders of the Series B Preferred Stock are entitled to a liquidation preference of $50,000
per Share.
Common Warrants
The Common Warrants are exercisable on a cash
or cashless basis at the earlier of (i) 180 days following their issuance and (ii) the date the stockholder approval is obtained, and
expire 5 years from the date of issuance. Each Common Warrant will be initially exercisable for one share of Common Stock at an initial
exercise price of $0.0125 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”).
The Initial Exercise Price is also subject to price-based anti-dilution adjustments for subsequent offerings made by the Company while
the Common Warrants remain outstanding (subject to certain exempt issuances). At any time after the closing of the Private Placement,
the holder of the Common Warrants may exchange the Common Warrants on a cashless basis for a number of shares of Common Stock determined
by multiplying the total number of Warrant Shares with respect to which the Common Warrant is then being exercised by the Black Scholes
Value (as defined in the Common Warrant) divided by the lower of the two closing bid prices of the Common Stock in the two days prior
the time of such exercise, but in any event not less than $0.01 (as may be adjusted for stock dividends, subdivisions, or combinations
and the like). The exercise of the Common Warrants is subject to a 9.9% beneficial ownership limitation blocker.
In the event of a Fundamental Transaction (as
defined in the Common Warrants), the holders of the Common Warrants will be entitled to receive upon exercise of the Common Warrants the
kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately
prior to such Fundamental Transaction. Additionally, as more fully described in the Common Warrants, the holders of the Common Warrants
will be entitled to receive consideration in an amount equal to the Black Scholes value of the Common Warrant in connection with a Fundamental
Transaction.
If the Company fails to timely deliver the Warrant
Shares issuable upon exercise of the Common Warrants, the Company will be subject to liquidated damages, payable in the Company’s
discretion in cash or shares on the Registration Date (as defined therein) or buy-in. If the Company elects to pay in shares, the number
of shares due will be based on the LD Share Formula (as defined below).
Registration Rights Agreement
In connection with the Private Placement, on
February 24, 2026, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”).
Pursuant to the terms of the Registration Rights Agreement, the Company is required to register the resale of the Conversion Shares (and
any shares underlying the Pre-Funded Warrants, if any) and the Warrant Shares. The Company is required to prepare and file an initial
registration statement (the “Initial Registration Statement”) with the Securities and Exchange Commission within 45 days
of the date of the Securities Purchase Agreement (the “Filing Deadline”) and to use commercially reasonable efforts to have
the Initial Registration Statement declared effective within 75 days of the date of the Securities Purchase Agreement (the “Effectiveness
Deadline”). In certain circumstances including, but not limited to, if the Company misses the Filing Deadline or the Effectiveness
Deadline, then the Company will be required to pay to the Purchasers an amount in shares or cash, at the Company’s discretion,
as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate purchase price paid by such
Purchaser. Liquidated damages, if any, will accrue and be paid on the earlier of the effective date of a resale registration statement
registering the sale of the shares that may be issued in lieu of cash or the date on which such shares can be sold pursuant to Rule 144
(the “Registration Date”). If the Company elects to pay liquidated damages in shares of Common Stock, the number of shares
of Common Stock issuable to the Purchaser will be determined by dividing the aggregate amount of accrued liquidated damages by the closing
price of the Company’s Common Stock on the trading market of the Common Stock on the day immediately prior to the Registration
Date (the “LD Share Formula”).
Placement Agency Agreement
In connection with the Private Placement, the
Company entered into a Placement Agency Agreement, dated February 24, 2026, with Dawson James Securities Inc. (the “Placement Agent”),
pursuant to which the Placement Agent acted as the sole placement agent for the Private Placement. In consideration for the foregoing,
the Company has agreed to pay customary placement fees to the Placement Agent, including a cash fee equal to 3.5% of the gross proceeds
raised in the Private Placement and issue warrants equal to 7.5% of the securities placed in the Offering. Pursuant to the Placement Agency
Agreement, the Company has also agreed to reimburse certain expenses of the Placement Agent incurred in connection with the Private Placement.
General
The securities issued pursuant to the Securities
Purchase Agreement were issued pursuant to an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, which
is promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from
registration based in part on representations made by the parties to such agreements.
The sale of the securities pursuant to the Securities
Purchase Agreement has not been registered under the Securities Act or any state securities laws. Such securities may not be offered or
sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on
Form 8-K, nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy such securities described herein.
The above description of the material terms of
the Private Placement is qualified in its entirety by reference to the Securities Purchase Agreement attached hereto as Exhibit 10.1,
the Certificate attached hereto as Exhibit 3.1, the Registration Rights Agreement attached hereto as Exhibit 10.2, the Placement Agency
Agreement attached hereto as Exhibit 10.3, the Form of Common Warrant attached hereto as Exhibit 4.1 and the Form of Pre-Funded Warrant
attached hereto as Exhibit 4.2.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is
incorporated herein by reference into this Item 3.02.
The foregoing securities were issued in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506(b) of Regulation D promulgated thereunder. No general solicitation or advertising was used in connection with the offering.
The securities are “restricted securities” as defined in Rule 144 under the Securities Act and will bear a restrictive legend.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2026, the Company received a letter
of resignation from Ms. Aviya Volodarsky pursuant to which Ms. Volodarsky resigned from her position as a member of the board of directors
of the Company and from all the committees on which she served for personal reasons. The resignation was effective immediately.
Item 7.01. Regulation FD Disclosure.
On February 25, 2026, the Company issued a press
release announcing its entry into the Private Placement transaction. A copy of the press release is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report
on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that
section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless
of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Designation, Rights, Preferences and Limitations of Series B Convertible Preferred Stock |
| 4.1 |
|
Form of Warrant |
| 4.2 |
|
Form of Pre-Funded Common Stock Purchase Warrant |
| 10.1 * |
|
Securities Purchase Agreement dated February 24, 2026, between T3 Defense Inc. and the purchaser identified therein |
| 10.2 |
|
Registration Rights Agreement, dated February 24, 2026, between T3 Defense Inc. and the signatory identified therein |
| 10.3 |
|
Placement Agent Agency Agreement dated February 24, 2026 between T3 Defense Inc. and Dawson James Securities Inc. |
| 99.1 |
|
Press Release dated February 25, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The schedules (and similar attachments) to this exhibit have
been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish a supplemental copy of
any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request. |
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 |
Exhibit 99.1
T3 Defense Inc. Announces Private Placement
of up to $20 Million to Accelerate Acquisition Strategy
Two-tranche financing strengthens balance sheet
and supports disciplined expansion across defense industrial base
New York, NY/Tel Aviv, Israel – February 25, 2026 –
T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., today announced that it has entered into definitive agreements for a committed
private investment for up to $20 million from Esousa Group Holdings, LLC, a New York-based family office and an existing shareholder.
The financing is intended to accelerate the company’s disciplined roll-up strategy, consolidating and scaling high-value suppliers
operating at structurally constrained points within the defense industrial base.
The financing is structured in two tranches, with $10 million funded
at closing and a second $10 million tranche committed, subject to an effective registration statement covering the investor’s securities,
shareholder approval, compliance with the conditions for continued listing on the Nasdaq and certain specified market conditions relating
to trading volumes at the time of closing.
The proceeds from the financing are expected to be used to, among other
things, advance acquisitions within the A&D sector, support working capital tied to multi-year program execution, strengthen overall
balance sheet flexibility, and enhance operational capacity across portfolio companies.
The investment will be made through the issuance of newly created convertible
preferred shares together with warrants. The preferred shares will be convertible into common stock pursuant to a formula-based conversion
mechanism. The warrants will be included in the registration statement and shareholder approval process and will be subject to customary
exercisability conditions. The investor is subject to a 9.99% ownership limitation.
“This committed $20 million investment from an existing shareholder
enhances our ability to execute on our acquisition pipeline and support program-level growth across our portfolio,” said Menny Shalom,
CEO of T3 Defense Inc. “As we continue executing our roll-up strategy, this capital enables us to acquire and scale established
defense suppliers positioned at critical bottlenecks at the sub-OEM levels, thereby strengthening our portfolio while maintaining alignment
with public shareholders.”
Additional details relating to the investment and related matters can
be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2026.
Dawson James Securities is acting
as the Exclusive Placement Agent for the private placement.
###
About T3 Defense Inc.
T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., is a federated
holding company focused on acquiring and operating mission-critical defense businesses embedded in long-cycle national security programs.
The company targets defense businesses operating at constrained, qualification-driven, or execution-critical points across the industrial
base where strategic value exists and where qualification, capacity, and execution are decisive. Through disciplined M&A, centralized
capital and strategy, and decentralized operating autonomy, T3 Defense seeks to strengthen critical defense capabilities and compound
long-term value.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding T3 Defense Inc.’s
growth strategy; its ability to expand manufacturing throughput, industrial capacity, and production reliability; anticipated benefits
of recent executive appointments; expectations regarding subsidiary coordination and operational scalability; the conversion of backlog
into repeatable production output; and the Company’s ability to capitalize on structural constraints within the defense industrial
base.
Forward-looking statements are based on current expectations, estimates,
and projections and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed
or implied in such statements. These risks and uncertainties include, among others, risks related to defense program funding and timing;
dependence on government contracts and defense OEM relationships; supply chain constraints; manufacturing execution risks; integration
of acquired businesses; availability of capital; and general economic and geopolitical conditions. Readers are encouraged to review the
Company’s filings with the Securities and Exchange Commission for a discussion of additional risk factors.
T3 Defense undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
