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  4. [8-K] T3 Defense Inc. Reports Material Event

T3 Defense (DFNS) wipes out $16M obligation to Star 26 with no dilution

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.

The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.

Positive

  • Elimination of $16,000,000 obligation: T3 Defense cancelled a $16M indebtedness to its subsidiary Star 26, including principal and accrued interest, immediately strengthening its capital structure on paper.
  • No stated cost or dilution: The company reports that this debt cancellation occurred at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders, while retaining full ownership of Star 26 and its assets.

Negative

  • None.

Insights

T3 Defense removes $16M intercompany debt with no stated cost or dilution.

T3 Defense cancelled a $16,000,000 obligation to its wholly owned subsidiary Star 26. The indebtedness, originally tied to a partial acquisition structure, became unnecessary once T3 owned 100% of Star 26 and its assets.

The agreement terminates all principal, accrued interest and related amounts, effective immediately, with no stated consideration, dilution or new obligations to shareholders. This simplifies the group’s balance sheet and eliminates a large internal liability, while leaving the acquisition agreement and ownership of Star 26 unchanged.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Cancelled obligation $16,000,000 Indebtedness to Star 26 cancelled effective March 31, 2026
Ownership stake in Star 26 100% Full ownership of Star 26 retained after cancellation
Original contemplated stake 51% Initial acquisition structure before full acquisition under Acquisition Agreement
Common stock par value $0.0001 per share Par value of T3 Defense common stock listed on Nasdaq
Warrant exercise price $92.00 per share Exercise price for each DFNSW warrant for one common share
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Cancellation Agreement financial
"Pursuant to the Cancellation Agreement, while all terms and provisions..."
Amended and Restated Securities Purchase Agreement financial
"all terms and provisions of the Amended and Restated Securities Purchase Agreement, dated September 15, 2025..."
Emerging growth company regulatory
"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
indebtedness financial
"the Company eliminated $16,000,000 of indebtedness, effective immediately, at no cost..."
Indebtedness is the total amount of money that a person, company, or organization owes to others, such as loans or borrowed funds. It reflects how much debt they have accumulated and need to repay. For investors, high levels of indebtedness can indicate greater financial risk, as it may affect the entity’s ability to meet its obligations and impact its financial stability.

FAQ

What did T3 Defense Inc. (DFNS) announce in this 8-K filing?
T3 Defense announced a Cancellation Agreement that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary Star 26 Capital. The agreement terminates all principal, accrued interest and related amounts, effective immediately, while keeping T3’s full ownership of Star 26 intact.

How does the $16,000,000 debt cancellation affect DFNS shareholders?
The company states the $16,000,000 obligation was cancelled at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. Ownership of Star 26 and its assets remains fully with T3, so shareholder ownership percentages are unchanged.

Why was the $16,000,000 indebtedness between T3 Defense and Star 26 created originally?
The $16,000,000 indebtedness was originally structured when T3 planned to acquire only 51% of Star 26, which was expected to operate as a standalone entity needing separate financial support. After restructuring to full 100% ownership, this standalone financing rationale disappeared.

Does T3 Defense still own Star 26 Capital after the Cancellation Agreement?
Yes. T3 Defense confirms it maintains 100% ownership of Star 26 Capital, including all its assets, operations and subsidiaries. The Amended and Restated Securities Purchase Agreement governing the acquisition remains in full force and effect despite the debt cancellation.

Was the $16,000,000 obligation ever documented in a promissory note?
The company states that the indebtedness was never memorialized in a promissory note, and no such note was executed or issued. After acquiring full ownership of Star 26, the parties determined the obligation no longer served any continuing business or commercial purpose.

What formal document governs the cancellation of the DFNS obligation to Star 26?
The cancellation is governed by a Cancellation Agreement dated March 31, 2026 between T3 Defense and Star 26 Capital. This agreement is filed as Exhibit 10.50 and formally terminates the entire $16,000,000 obligation, including principal and accrued interest.

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): March 31, 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 1.01 Entry into a Material Definitive Agreement.

 

On March 31, 2026, T3 Defense, Inc., a Delaware corporation (the “Company” or “T3”), memorialized the termination of its obligation to pay $16,000,000 to its wholly-owned subsidiary Star 26 Capital, Inc., a Nevada corporation (“Star 26”).

 

Pursuant to the Cancellation Agreement, (the “Cancellation Agreement”), while all terms and provisions of the Amended and Restated Securities Purchase Agreement, dated September 15, 2025 (the “Acquisition Agreement”) remain in full force and effect, and the Company's ownership of Star 26, including all assets, operations, and subsidiaries, is unaffected, the Company eliminated $16,000,000 of indebtedness, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders.

 

Pursuant to the terms of the Cancellation Agreement, the entire $16,000,000 obligation to Star 26, including principal, accrued interest and any other amounts owing with respect thereto, were cancelled, terminated and rendered of no further force or effect, effective immediately, at no cost, no dilution, and with no offsetting obligation to the Company or its shareholders and while maintaining full ownership of Star 26 and all of its assets.

 

Strategic Rationale and Background

 

The $16,000,000 obligation (the “Indebtedness”) was originally structured in contemplation of T3’s acquisition of 51% of the share capital of Star 26, at which time Star 26 was expected to continue operating as a standalone entity requiring independent financial support.

 

Following the parties’ agreement to restructure the transaction as a full acquisition as fully contemplated in the Acquisition Agreement, T3 assumed complete (100%) ownership of, and full operational and financial responsibility for, Star 26 and all of its assets. As Star 26 became a wholly-owned subsidiary of the Company, the original commercial rationale for the Indebtedness—namely, to provide standalone financial support to Star 26 as a partially-owned entity—was eliminated entirely. The Indebtedness was never memorialized in a promissory note, the note was never executed or issued, and the parties determined that the obligation served no continuing business or commercial purpose in furtherance of the acquisition.

 

The above description of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation Agreement, a copy of which is attached hereto as Exhibit 10.50.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
10.50   Cancellation Agreement dated March 31, 2026 by and between T3 Defense Inc. and Star 26 Capital, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

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: April 3, 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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