T3 Defense completes $10M private placement

Net proceeds were $6,605,000 after deductions for Term Note principal and accrued interest and a placement-agent cash fee of 3.5% of gross proceeds.

Rhea-AI Filing Summary

T3 Defense Inc. completed a private placement on October 22, 2026, selling 200 units for an aggregate purchase price of $10,000,000, or $50,000 per unit. Each unit consists of one share of Series B Convertible Preferred Stock and common stock purchase warrants; the warrants are initially to purchase up to 14,851 shares of common stock. The sale was made under a Securities Purchase Agreement dated February 24, 2026, with an accredited investor.

The company received $6,605,000 in net proceeds after deducting principal and accrued interest owed to the investor under a Term Note dated September 8, 2026, and paying Dawson James Securities Inc. a cash fee equal to 3.5% of gross proceeds under the Placement Agency Agreement. The preferred stock and warrants were issued under an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, based in part on representations made by the investor.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Aggregate purchase price: $10,000,000 Units sold: 200 units Price per unit: $50,000 +3 more

6 metrics

Aggregate purchase price $10,000,000 Sale of units completed October 22, 2026

Units sold 200 units Private placement completed October 22, 2026

Price per unit $50,000 Private placement

Net proceeds $6,605,000 After deductions for Term Note principal and accrued interest and placement-agent payment

Common shares underlying warrants Up to 14,851 shares Warrants issued with the units

Placement-agent cash fee 3.5% of gross proceeds Fee paid to Dawson James Securities Inc.

Key Terms

Series B Convertible Preferred Stock, Common Warrants, Term Note, Rule 506 of Regulation D, +1 more

5 terms

Series B Convertible Preferred Stock financial

"one share of Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Common Warrants financial

"common stock purchase warrants (the “Common Warrants”)"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Term Note financial

"Term Note dated September 8, 2026"

A term note is a written promise to repay borrowed money on a fixed schedule with a set interest rate and a defined maturity date. Think of it as an IOU with regular payments over a set period; investors care because it represents a predictable stream of income and a credit exposure—its safety and return depend on the borrower’s ability to pay and how long until the note is repaid.

Rule 506 of Regulation D regulatory

"Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

Section 4(a)(2) regulatory

"exemption from registration under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did T3 Defense (DFNS) receive from its October 2026 private placement?

T3 Defense received $6,605,000 in net proceeds from the sale of 200 units for an aggregate purchase price of $10,000,000. Net proceeds were after deductions for principal and accrued interest on a Term Note owed to the investor and a placement-agent cash fee equal to 3.5% of gross proceeds.

What securities did T3 Defense (DFNS) issue in the private placement?

The company sold 200 units, each consisting of one share of Series B Convertible Preferred Stock and common stock purchase warrants. The warrants are initially to purchase up to 14,851 shares of common stock. The securities were issued under an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 22, 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 $11,500.00 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 3.02. Unregistered Sales of Equity Securities.

On October 22, 2026, T3 Defense Inc. (the “Company”) consummated the sale of 200 units for an aggregate purchase price of $10,000,000, or a per unit price of $50,000, with each unit consisting of (i) one share of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and (ii) common stock purchase warrants to initially purchase up to 14,851 shares of common stock, par value $0.0001 per share of the Company (the “Common Warrants”). The private placement was made pursuant to the terms and provisions of the Securities Purchase Agreement with a certain accredited investor (the “Securities Purchase Agreement”) dated February 24, 2026. The terms of the Securities Purchase Agreement, the Series B Preferred Stock and the Common Warrants were previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 25, 2026.

The Company received net proceeds of $6,605,000 from the sale of units, after deducting the principal and accrued interest of the Term Note dated September 8, 2026 owed to the investor and the payment to Dawson James Securities Inc. pursuant to the Placement Agency Agreement, dated September 4, 2025, pursuant to which the placement agent received a cash fee equal to 3.5% of the gross proceeds raised.

The Series B Preferred Stock and Common Warrants 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 investor in the Securities Purchase Agreement.

1

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: October 29, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.0 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB