false
--12-31
0001787518
0001787518
2026-07-13
2026-07-13
0001787518
DFNS:CommonStock0.0001ParValuePerShareMember
2026-07-13
2026-07-13
0001787518
DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember
2026-07-13
2026-07-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 13, 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 (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 13, 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 Global Market (“Nasdaq”)
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 fifty (50), 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.
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 of Amendment 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 stockholder’s percentage of 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 |
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 13, 2026 |
By: |
/s/
Menachem Shalom |
| |
Name: |
Menachem
Shalom |
| |
Title: |
Chief
Executive Officer |
