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T3 Defense (NYSE: DFNS) sets July 20 date for 1-for-125 reverse split

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8-K

Rhea-AI Filing Summary

T3 Defense Inc. approved a 1-for-125 reverse stock split of its outstanding common stock, superseding an earlier 1-for-50 ratio previously approved by stockholders on June 24, 2026. A Certificate of Amendment was filed in Delaware on July 15, 2026 to implement the change.

The reverse split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026, when DFNS shares will begin trading on Nasdaq on a split-adjusted basis under the same symbol, with a new CUSIP 67054R302. The move is intended to lift the share price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2). Fractional shares will be rounded up to the nearest whole share without cash payments, and equity awards will be proportionately adjusted. Authorized capital of 150,000,000 common and 10,000,000 preferred shares and par values remain unchanged, so stockholders' percentage ownership and voting power stay essentially the same aside from minor rounding effects.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-125 Ratio for reverse stock split of common stock
Minimum bid price target $1.00 per share Price needed to satisfy Nasdaq Listing Rule 5550(a)(2)
Authorized common stock 150,000,000 shares Authorized shares of common stock remain unchanged
Authorized preferred stock 10,000,000 shares Authorized shares of preferred stock remain unchanged
Common stock par value $0.0001 per share Par value of common stock listed on Nasdaq
Warrant exercise price $92.00 per share Each warrant exercisable for one share of common stock
Effective date July 20, 2026 Reverse stock split effective date and start of split-adjusted trading
Reverse Stock Split financial
"The Company is implementing the Reverse Stock Split to raise the per share bid price"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Listing Rule 5550(a)(2) regulatory
"bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2)"
CUSIP number financial
"The new CUSIP number for the Common Stock following the Reverse Stock Split"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
Certificate of Amendment regulatory
"the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
fractional shares financial
"no fractional shares will be issued in connection with the Reverse Stock Split"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

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FAQ

What corporate action did T3 Defense (DFNS) announce in this 8-K?
T3 Defense announced a 1-for-125 reverse stock split of its issued and outstanding common stock. This replaces an earlier 1-for-50 ratio and is implemented through a Certificate of Amendment to its Amended and Restated Certificate of Incorporation filed in Delaware.

When does the T3 Defense (DFNS) reverse stock split take effect?
The reverse stock split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026. DFNS common stock will begin trading on a split-adjusted basis on Nasdaq at the start of trading that day, under the same ticker but with a new CUSIP number.

Why is T3 Defense (DFNS) implementing a 1-for-125 reverse split?
T3 Defense is implementing the 1-for-125 reverse stock split to raise its per share bid price above $1.00. This is intended to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires the company’s common stock to trade at or above $1.00 for 10 consecutive trading days.

How will fractional shares be handled in the T3 Defense (DFNS) reverse split?
Each stockholder’s total shares will be divided by 125 and then rounded up to the nearest whole share. No fractional shares or cash in lieu will be issued; rounding is applied at the participant level, and equity awards are adjusted proportionately.

Does the T3 Defense (DFNS) reverse split change authorized shares or par value?
No. T3 Defense remains authorized to issue 150,000,000 common and 10,000,000 preferred shares, and the par value of both classes is unchanged. Stockholders’ percentage ownership and proportional voting power remain essentially the same, aside from minor effects from fractional share rounding.

Will T3 Defense’s (DFNS) ticker or CUSIP change after the reverse split?
The company’s Nasdaq ticker symbols, DFNS for common stock and DFNSW for warrants, will remain the same. However, the common stock will receive a new CUSIP number 67054R302 once trading begins on a split-adjusted basis on July 20, 2026.
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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): July 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 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

T3 Defense Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding shares of common stock (“Common Stock”), at a ratio of 1-for-50 as disclosed on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 13, 2026. The Board of Directors of the Company has determined to increase the amount of the reverse stock split of the Company's issued and outstanding Common Stock at a ratio of 1-for-125 (the “Reverse Stock Split”). The Reverse Stock Split was duly approved in a special meeting of the stockholders held on June 24, 2026. On July 15, 2026, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m., Eastern Time, on July 20, 2026, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted basis when the market opens on July 20, 2026.

 

Reasons for the Reverse Stock Split

 

The Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve the desired effects or that, if achieved, such desired effects will be sustained.

 

Effects of the Reverse Stock Split

 

Effective Date; Symbol; CUSIP Number

 

The Reverse Stock Split will become effective on July 20, 2026 (the “Effective Date”). The Common Stock will begin trading on a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “DFNS.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 67054R302.

 

Split Adjustment; Treatment of Fractional Shares

 

On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by one-hundred twenty-five (125), with such resulting number of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration shall be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company does not intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant level. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Stock Split will be adjusted to reflect the Reverse Stock Split.

 

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Certificated and Non-Certificated Shares

 

Each certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry have been combined, subject to the treatment of fractional shares as described above.

 

Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Delaware State Filing

 

The Reverse Stock Split will be effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Capitalization

 

The Company is authorized to issue 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (the “Preferred Stock”). There will be no change to the number of authorized capital stock of the Company or to the rights limitations and privileges, including voting rights, of the Company’s designated and outstanding shares of Preferred Stock. The Reverse Stock Split will have no effect on the par value of the Common Stock or the Preferred Stock.

 

Immediately after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and proportional voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected by the Reverse Stock Split.

 

Item 9.01 Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Amended and Restated Certificate of Incorporation
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

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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: July 16, 2026 By: /s/ Menachem Shalom
  Name:  Menachem Shalom
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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