T3 Defense (DFNS) affiliate signs $10M non-binding Meteor Aerospace control LOI

Q: Is the Meteor Aerospace deal binding for T3 Defense (DFNS) and Water IO?

The proposed Meteor Aerospace deal is based on a non-binding letter of intent . It outlines intended loan and ownership terms but requires successful due diligence, negotiation and execution of definitive agreements, completion of Water IO’s note offering, and regulatory approvals before any binding commitment exists.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.

If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.

The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.

Insights

Potential strategic control deal in drones and missiles, but highly conditional.

T3 Defense highlights a non-binding proposal for its affiliate Water IO to lend $10,000,000 to Meteor Aerospace, in exchange for 51% post-investment ownership. This could give the group effective control of a specialized Israeli unmanned-systems and precision-missile platform.

The structure is contingent on multiple hurdles: Water IO must complete a convertible-notes offering on the Tel Aviv Stock Exchange, Meteor must clear due diligence, definitive agreements must be negotiated, and regulatory approvals obtained. The company explicitly notes there can be no assurance of closing.

Importantly, T3 Defense states that even if the deal is completed there will be no dilutive effect to its own shareholders. Any future impact therefore hinges on whether the financing is raised, approvals are secured, and Meteor’s commercially mature product lines translate into revenue, topics that would be addressed in subsequent disclosures if the transaction advances.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Proposed loan amount: $10,000,000 Post-investment ownership: 51% of outstanding shares Commercially mature product lines: 4 of 5 product lines

3 metrics

Proposed loan amount $10,000,000 Non-binding letter of intent from Water IO to Meteor Aerospace

Post-investment ownership 51% of outstanding shares Meteor Aerospace shares to be issued to Water IO if loan is made

Commercially mature product lines 4 of 5 product lines Meteor Aerospace product maturity across air, land, sea, and strike

Key Terms

non-binding letter of intent, convertible notes, loitering munitions, forward-looking statements, +1 more

5 terms

non-binding letter of intent financial

"announced the execution of a non-binding letter of intent to lend $10,000,000"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

convertible notes financial

"completion by Water IO of a public offering of convertible notes on the Tel Aviv Stock Exchange"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

loitering munitions technical

"development and production of loitering munitions (“suicide drones”)"

A loitering munition is a weapon that combines a small, guided aircraft and its explosive warhead into a single system that can fly over an area, wait while searching for a target, then dive in to destroy it — think of it as a drone with a built‑in bomb that can loiter like a hawk before striking. Investors care because demand, production, export rules, and ethical or regulatory restrictions can sharply affect defense company revenues, supply chains, and share prices.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

Understanding 8-K Material Events →

04/16/2026 - 04:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

T3 DEFENSE INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39341		38-3912845
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

575 Fifth Avenue, 14^th floor, New York, NY 10017

(Address of Principal Executive Offices, Including Zip Code)

(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 of 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 Exchange on Which Registered
Common Stock, par value $0.0001 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 (§17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).

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 7.01 Regulation FD Disclosure.

On April 16, 2026, Water IO Ltd., a company traded on the Tel Aviv Stock Exchange which is majority owned by T3 Defense Inc. through its wholly-owned subsidiary Star 26 Capital Ltd. announced the execution of a non-binding letter of intent to lend $10,000,000 to Meteor Aerospace Ltd., an Israeli defense technology company specializing in the development and production of loitering munitions (“suicide drones”), unmanned aerial vehicles (UAVs), unmanned ground vehicles (UGVs), unmanned surface vessels (USVs), and long-range precision-guided missiles.

Pursuant to the terms of the non-binding letter of intent, if the $10,000,000 loan is made by Water IO, Meteor Aerospace will issue Water IO 51% of its outstanding shares on a post-investment basis.

The transaction is subject to, among other conditions, the successful completion by Water IO of a public offering of convertible notes on the Tel Aviv Stock Exchange, the satisfaction of due diligence of Meteor, the negotiation and execution of definitive agreements regarding the investment and stock issuance, and the receipt of all required regulatory approvals. There can be no assurance that the proposed transaction will be consummated.

If the transaction is consummated, there will be no dilutive effect to T3 Defense Inc.

About Meteor Aerospace

Founded and led by Itzhak Nissan, the former President and CEO of Israel Aerospace Industries (IAI), Meteor Aerospace is a privately held Israeli defense company. Mr. Nissan, one of the most prominent figures in Israel’s defense industrial complex, identified the paradigm shift toward autonomous, unmanned warfare years ago and has built Meteor into a company at the cutting edge of this transformation.

Meteor’s co-founder and financial backer, Hezi Bezalel, brings significant capital markets and investment expertise. The company’s COO, Col. (Res.) Beni Cohen, is a former commander of IAF control units and IAI defense attaché, with deep operational and program management experience including involvement in F-35 component manufacturing at IAI’s Lahav Division.

Meteor operates across five product lines spanning air, land, sea, and strike domains:

Impact 700/1400 UAVs — MALE-class unmanned aerial vehicles designed for ISR and tactical missions.

RAMBOW UGV — High-performance unmanned ground vehicle for autonomous battlefield operations.

Unmanned Surface Vessel (USV) — Advanced manned/unmanned vessel with integrated mission suite and remote weapon station.

Precision-Guided Missiles — Long-range homing attack missiles, robust and operationally proven.

Loitering Munitions (Suicide Drones) — Autonomous loitering attack systems capable of real-time target acquisition and precision strike.

Four of Meteor’s five product lines have reached commercial maturity, positioning the company for a rapid transition from development to revenue generation and near-term integration into defense procurement programs in Israel and globally.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the nature of the non-binding letter of intent, the proposed investment by Water IO in Meteor, the expected completion of the note offering by Water IO on the Tel Aviv Stock Exchange and the anticipated benefits of the proposed transaction. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ include, among others: the ability of the parties to negotiate and execute definitive agreements on acceptable terms, the ability of Water IO to successfully complete the note offering; the ability to satisfy closing conditions and obtain required regulatory approvals; general economic and market conditions; and the risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes to projections over time, except as required by law.

The information in this Item 7.01 of this Report is 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”), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

SIGNATURES

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: April 16, 2026
	/s/ Menachem Shalom
	Name: Menachem Shalom
	Title: Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What transaction involving Meteor Aerospace is described by T3 Defense (DFNS)?

T3 Defense reports that its majority-owned affiliate Water IO signed a non-binding letter of intent to lend $10,000,000 to Meteor Aerospace. In return, Meteor would issue Water IO 51% of its outstanding shares post-investment, if all conditions and definitive agreements are satisfied.

Is the Meteor Aerospace deal binding for T3 Defense (DFNS) and Water IO?

The proposed Meteor Aerospace deal is based on a non-binding letter of intent. It outlines intended loan and ownership terms but requires successful due diligence, negotiation and execution of definitive agreements, completion of Water IO’s note offering, and regulatory approvals before any binding commitment exists.

What conditions must be met before Water IO’s $10,000,000 loan to Meteor proceeds?

The loan depends on Water IO successfully completing a public offering of convertible notes on the Tel Aviv Stock Exchange. It also requires satisfactory due diligence of Meteor, negotiation and execution of definitive investment and stock-issuance agreements, and receipt of all required regulatory approvals.

Will the proposed Meteor Aerospace transaction dilute T3 Defense (DFNS) shareholders?

T3 Defense states that, if the proposed transaction is consummated, there will be no dilutive effect to T3 Defense Inc. This means the described structure is not expected to reduce existing T3 Defense shareholders’ ownership percentage according to the company’s disclosure.

What type of defense products does Meteor Aerospace develop?

Meteor Aerospace develops unmanned aerial vehicles, unmanned ground vehicles, unmanned surface vessels, precision-guided missiles, and loitering munitions. The filing notes that four of its five product lines have reached commercial maturity, supporting potential near-term integration into Israeli and international defense procurement programs.

Why does T3 Defense (DFNS) include a forward-looking statements caution?

T3 Defense includes a forward-looking statements caution because the Meteor transaction and related note offering are uncertain and subject to risks. It warns that actual results may differ materially due to factors like financing completion, regulatory approvals, market conditions, and other risks described in its SEC filings.

Filing Exhibits & Attachments

4 documents

T3 Defense (DFNS) affiliate signs $10M non-binding Meteor Aerospace control LOI

Rhea-AI Filing Summary

Positive

Negative