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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): August 5, 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)
646-257-4214
(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
5.07 Submission of Matters to a Vote of Security Holders.
On
August 5, 2026, T3 Defense Inc. (the “Company”) held its annual meeting of stockholders for the calendar year 2026 (the “Annual
Meeting”). As of the record date of July 9, 2026 (the “Record Date”), 126,311,902 shares of common stock, $0.0001 par
value per share (the “Common Stock”), were issued and outstanding and entitled to vote at the Annual Meeting. The number
of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 66,928,688 shares of Common Stock, representing
a quorum. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed
with the Securities and Exchange Commission on July 9, 2026, as supplemented on each of July 14, 2026 and July 16, 2026.
The
number of shares issued and outstanding as of the Record Date and the number present or represented by proxy at the Annual Meeting are
not reflective of the 1:125 reverse stock split effective July 20, 2026.
The
stockholders voted on the following proposals at the Annual Meeting:
| 1. | Election
of four directors to hold office until the 2027 annual meeting of stockholders of the Company and until their respective successors have
been duly elected and qualified. The Company’s nominees were Menachem Shalom, Shiran Fridman, Tomer Nagar and Asaf Nachum. |
| 2. | Ratification
of the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external auditors for the
fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration. |
| 3. | Approval and adoption of
the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 post-split shares of common stock for issuance
thereunder, with such number to increase 8% annually. |
The
final results were as follows:
Proposal
No. 1: Election of Directors
| NAME OF NOMINEE | |
FOR | | |
WITHHELD | | |
BROKER NON-VOTE | |
| | |
| | |
| | |
| |
| Menachem Shalom | |
| 44,087,827 | | |
| 1,205,062 | | |
| 21,735,789 | |
| Shiran Fridman | |
| 44,094,412 | | |
| 1,198,477 | | |
| 21,735,789 | |
| Tomer Nagar | |
| 44,009,743 | | |
| 1,283,146 | | |
| 21,735,789 | |
| Asaf Nachum | |
| 44,094,285 | | |
| 1,198,604 | | |
| 21,735,789 | |
Each
of the Company’s nominees was elected to serve as a director until the next annual meeting of the stockholders, and until such director’s
successor has been duly elected and qualified.
Proposal
No. 2: Ratify the appointment of Somekh Chaikin as the Company’s independent auditors
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 64,462,132 | | |
| 2,078,731 | | |
| 487,815 | |
The
stockholders ratified the appointment of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent external
auditors for the fiscal year ending December 31, 2026 and to authorize the Company’s Board of Directors to fix their remuneration.
Proposal
No. 3: Approve the 2026 Evergreen Equity Incentive Plan
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTE | |
| | | | |
| | | |
| | | |
| | |
| | 41,649,539 | | |
| 3,602,360 | | |
| 40,990 | | |
| 21,735,789 | |
The
stockholders approved and adopted the 2026 Evergreen Equity Incentive Plan and the initial authorization of 176,000 shares of common
stock (reflecting post-split shares) for issuance thereunder, with such number to increase 8% annually.
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: August 6, 2026 |
By: |
/s/ Menachem
Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |