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

T3 Defense (NASDAQ: DFNS) sells 17,294,784 shares under equity line

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T3 Defense Inc. reported that on June 12, 2026 it sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for aggregate gross proceeds of $3,805,929 under a previously declared effective registration statement.

The company and the investor also completed earlier equity line purchases between April 20 and June 4, 2026, bringing total recent share sales under this arrangement to 17,294,784 shares for $4,545,236 in gross proceeds. The investor waived a prohibition on issuing purchase notices for this June 12 transaction, but there is no assurance of future waivers, and further sales under the equity line depend on conditions in a February 24, 2026 Securities Purchase Agreement. As of this report, T3 Defense has 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock.

Positive

  • None.

Negative

  • The company issued 17,294,784 new common shares for $4,545,236 in gross proceeds, which materially increases the share count relative to 94,832,476 common shares outstanding and may be dilutive to existing stockholders.

Insights

T3 Defense raised ~$4.5M via equity line share issuances, adding notable new share supply.

T3 Defense Inc. used its equity line with Esousa Group Holdings, LLC to raise a total of $4,545,236 through sales of 17,294,784 common shares, including 15,187,265 shares for $3,805,929 on June 12, 2026.

These are primary issuances that expand the common share count, which can dilute existing holders. The filing also notes 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock as of the report date, indicating a more leveraged equity base.

Future use of the equity line is uncertain because a prohibition waiver was specifically granted for the June 12 sale and may not be repeated. Any additional issuances will depend on satisfying conditions in the February 24, 2026 Securities Purchase Agreement, so subsequent filings may clarify how much more capacity, if any, is practically available.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
June 12, 2026 share sale 15,187,265 shares Sold to Esousa Group Holdings, LLC on June 12, 2026
June 12, 2026 gross proceeds $3,805,929 Consideration for 15,187,265 common shares
Total recent shares sold 17,294,784 shares Aggregate equity line purchases April 20–June 12, 2026
Total recent gross proceeds $4,545,236 Aggregate consideration for 17,294,784 shares
Common shares outstanding 94,832,476 shares Issued and outstanding as of the report date
Series B preferred outstanding 200 shares Series B Convertible Preferred Stock as of report date
Warrant exercise price $92.00 per share Each DFNSW warrant exercisable for one common share
equity line program financial
"the company may not be able to make any further sales under the equity line program until all of the conditions"
common stock purchase agreement financial
"pursuant to the terms of the common stock purchase agreement dated September 19, 2025"
A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.
Series B Convertible Preferred Stock financial
"has issued and outstanding 94,832,476 common shares and 200 shares 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.
registration statement regulatory
"The offer and sale of shares was made pursuant to the registration statement which was declared effective"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Securities Purchase Agreement financial
"contained in the Securities Purchase Agreement, dated February 24, 2026, are satisfied"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
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Understanding 8-K Material Events →
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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): June 15, 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 8.01 Other Events.

 

On June 12, 2026, T3 Defense Inc. (the “Company”) sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC pursuant to the terms of the common stock purchase agreement dated September 19, 2025 (the “Purchase Agreement”) in consideration for an aggregate of $3,805,929 in gross proceeds. The offer and sale of shares was made pursuant to the registration statement which was declared effective by the Securities and Exchange Commission on December 23, 2025 (registration no. 333-292209).

 

In connection with the sale of these securities pursuant to the Purchase Agreement, the investor waived the prohibition against the Company issuing purchase notices under the equity line program that is contained in that certain securities purchase agreement, dated February 24, 2026, by and between the Company and the investor. In addition, the Company and the investor effectuated the following additional purchases on the dates indicated below:

 

April 20, 2026   74,880 shares   $42,232 
May 15, 2026   146,706   $61,925 
May 22, 2026   284,236   $96,299 
May 29, 2026   1,237,361   $425,652 
June 4, 2026   364,336   $113,199 
June 12, 2026   15,187,265   $3,805,929 
Total:   17,294,784 shares   $4,545,236 

 

There is no assurance that the investor will permit a future waiver of the prohibition and the company may not be able to make any further sales under the equity line program until all of the conditions contained in the Securities Purchase Agreement, dated February 24, 2026, are satisfied.

 

As of the date hereof, the Company has issued and outstanding 94,832,476 common shares and 200 shares of Series B Convertible Preferred Stock, which were issued pursuant to that certain Securities Purchase Agreement, dated February 24, 2026.

 

- 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: June 15, 2026 By: /s/ Menachem Shalom
  Name:  Menachem Shalom
  Title: Chief Executive Officer

 

- 2 -

 

Source: View Original Filing on SEC EDGAR

FAQ

What did T3 Defense Inc. (DFNS) announce in this 8-K filing?

T3 Defense Inc. disclosed that it sold 15,187,265 common shares to Esousa Group Holdings, LLC for $3,805,929 in gross proceeds under an already effective registration statement, as part of an ongoing equity line financing arrangement with that investor.

How much capital did T3 Defense (DFNS) raise through recent equity line share sales?

T3 Defense raised total gross proceeds of $4,545,236 by selling 17,294,784 common shares to Esousa Group Holdings, LLC between April 20 and June 12, 2026 under its equity line financing arrangement with that investor.

What are the details of the June 12, 2026 T3 Defense (DFNS) share sale?

On June 12, 2026, T3 Defense sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for aggregate gross proceeds of $3,805,929, relying on a registration statement that was declared effective on December 23, 2025 by the Securities and Exchange Commission.

How many T3 Defense (DFNS) shares are currently outstanding after these transactions?

As of the date of the report, T3 Defense has 94,832,476 common shares issued and outstanding, along with 200 shares of Series B Convertible Preferred Stock that were issued under a Securities Purchase Agreement dated February 24, 2026.

Can T3 Defense (DFNS) continue using its equity line program for future share sales?

Future equity line usage is uncertain. The investor waived a prohibition to allow the June 12, 2026 sale, but there is no assurance of future waivers, and additional sales depend on satisfying conditions in the February 24, 2026 Securities Purchase Agreement.

What is Esousa Group Holdings, LLC’s role in T3 Defense (DFNS) financing?

Esousa Group Holdings, LLC is the investor under T3 Defense’s common stock purchase agreement. It bought 17,294,784 common shares for $4,545,236 in gross proceeds through multiple transactions, including 15,187,265 shares purchased on June 12, 2026.

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