T3 Defense to acquire KeepZone AI for $1M

Nexera’s potential cash earn-out depends on KeepZone’s post-closing net profit, while additional shares are subject to a three-part test on the 181st day after closing.

Rhea-AI Filing Summary

T3 Defense Inc. agreed to acquire all issued and outstanding shares of KeepZone AI Inc. from Nexera Technologies Ltd. for an aggregate purchase price of $1,000,000, payable at closing in common stock and, if needed, pre-funded warrants. The agreement states a 4.99% beneficial ownership limitation; the accompanying press release states 4.9%. T3 Defense is not obligated to register the consideration shares for resale.

Nexera may receive a cash earn-out equal to 50% of KeepZone’s standalone net profit over 24 months, calculated on the first $10,000,000 of profit and capped at $5,000,000. On the 181st day after closing, additional shares are required only if Nexera still holds consideration shares, no resale registration statement covering them is effective, and T3 Defense’s Nasdaq trading price is below the closing-date reference price; the additional issuance must bring the market value of consideration shares issued to Nexera to $1,000,000. Closing is subject to customary conditions, including third-party consents and regulatory and Nasdaq requirements, and is expected on the second business day after satisfaction or waiver. Either party may terminate if closing has not occurred within 60 days after signing, subject to exceptions.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $1,000,000 Beneficial ownership limitation: 4.99% Beneficial ownership limitation: 4.9% +5 more

8 metrics

Aggregate purchase price $1,000,000 For all issued and outstanding KeepZone shares

Beneficial ownership limitation 4.99% Stated in the Stock Purchase Agreement

Beneficial ownership limitation 4.9% Stated in the accompanying press release

Earn-out share 50% Of KeepZone’s standalone net profit, per the press release

Earn-out period 24 months Following closing

Net-profit calculation limit $10,000,000 First amount of net profit used to calculate the earn-out

Earn-out cap $5,000,000 Maximum earn-out amount

Additional-share condition date 181st day after closing Date on which the stated conditions for additional shares are assessed

Key Terms

pre-funded warrants, beneficial ownership limitation, earn-out, resale registration statement, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants to purchase Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation financial

"4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

earn-out financial

"earn-out equal to 50% of the Company’s net profit"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

resale registration statement regulatory

"resale registration statement covering the securities issued as consideration"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Listing of Additional Shares notification regulatory

"any required Listing of Additional Shares notification"

FAQ

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

How much is DFNS paying to acquire KeepZone?

The aggregate purchase price is $1,000,000, payable at closing in newly issued common stock and, if needed, pre-funded warrants. The agreement states a 4.99% beneficial ownership limitation, while the press release states 4.9%. The share count is based on the average Nasdaq closing price for the five trading days immediately before closing.

What earn-out could Nexera receive from the DFNS-KeepZone deal?

Nexera may receive cash equal to 50% of KeepZone’s standalone net profit for 24 months after closing, calculated on the first $10,000,000 of net profit and capped at $5,000,000.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/27/2026 - 09:30 AM EDT Accepted by SEC EDGAR 10/27/2026 - 09:30 AM EDT Learn about SEC filing dates

false 0001787518 0001787518 2026-10-26 2026-10-26 0001787518 DFNS:CommonStock0.0001ParValuePerShareMember 2026-10-26 2026-10-26 0001787518 DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor92.00PerShareMember 2026-10-26 2026-10-26 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): October 26, 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 1.01 Entry into a Material Definitive Agreement.

On October 26, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with KeepZone AI Inc., a Delaware corporation (“KeepZone”), and Nexera Technologies Ltd., an Israeli company (“Seller”), pursuant to which the Company agreed to acquire from Seller all of the issued and outstanding shares of KeepZone. The aggregate purchase price is $1,000,000, payable at closing in shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and, to the extent required to comply with a 4.99% beneficial ownership limitation, pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”). The number of shares issued will be determined using the average closing price of the Common Stock on Nasdaq for the five trading days immediately preceding the closing date, subject to adjustment for stock splits, combinations and similar events. The Pre-Funded Warrants, if issued, will have an exercise price of $0.0001 per share and will be immediately exercisable, subject to the applicable beneficial ownership limitation. Prior to closing, Seller is expected to cause KeepZone to transfer its available cash to Seller and settle, release or cancel specified indebtedness and intercompany balances, without adjustment to the purchase price.

KeepZone operates in the global Homeland Security sector, delivering comprehensive, multi-layered security ecosystems for critical infrastructure worldwide. Its business model is to facilitate the adoption of HLS technologies by acting as an integrator, distributor and market channel for defense and security solutions. KeepZone currently has several non-exclusive reseller agreements.

Seller is entitled to a cash earn-out equal to 50% of the Company’s net profit (as defined in the Agreement) for 24 months after closing, up to a maximum of $5,000,000. Moreover, the Company is not obligated to file a resale registration statement covering the securities issued as consideration, although it may elect to do so. In addition, the Purchase Agreement provides that, if on the 181st day following closing Seller continues to hold shares of Common Stock, no resale registration statement covering such shares is effective, and the Nasdaq trading price of Common Stock is below the closing-date reference price, the Company will be required to issue additional shares of Common Stock to bring the total market value of the consideration shares issued to the Seller to $1,000,000.

Completion of the acquisition is subject to satisfaction or waiver of customary closing conditions, including applicable third-party consents and regulatory and Nasdaq requirements, including any required Listing of Additional Shares notification. Closing is expected to occur on the second business day after satisfaction or waiver of the applicable conditions.

Either the Company or the Seller may terminate the Purchase Agreement if the closing has not occurred within 60 days after signing, subject to certain exceptions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 10.58 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 27, 2026, the Company issued a press release announcing the acquisition of the 100% interest in KeepZone. The press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.58		Stock Purchase Agreement, dated October 26, 2026, by and among T3 Defense Inc., KeepZone AI Inc. and Nexera Technologies Ltd.*
99.1		Press Release dated October 27, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Forward Looking Statements

This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect our operations, financial performance, and other factors as discussed in our filings with SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” We do not undertake any duty to update any forward-looking statement except as required by law.

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 27, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

2

Exhibit 99.1

 

T3 Defense Enters Agreement to Acquire KeepZone AI

Adding a dedicated HLS sales and business development platform with a multi-vendor portfolio and international channels

NEW YORK and NETANYA, Israel, October 27, 2026 -- T3 Defense Inc. (Nasdaq: DFNS) (“T3 Defense” or the “Company”), a defense company that acquires and operates mission-critical defense businesses, today announced that it has entered into a definitive stock purchase agreement to acquire 100% of KeepZone AI Inc. (“KeepZone”), a homeland security technology distribution, integration, and marketing company, from Nexera Technologies Ltd. (Nasdaq: NEXR) (“Nexera”). Following the closing, KeepZone is expected to serve as T3 Defense’s dedicated homeland security (HLS) marketing, sales and business development platform, extending the Company’s commercial reach to critical infrastructure, law enforcement, public safety, and border security customers in Israel and international markets.

KeepZone adds a dedicated sales and business development capability to T3 Defense’s portfolio of engineering and manufacturing subsidiaries, bringing an experienced business development team, a U.S.-incorporated commercial entity, and representation agreements with homeland security technology providers that allow it to offer customers integrated, multi-layer security solutions. T3 Defense intends to use KeepZone’s sales channels to introduce its subsidiaries’ products alongside KeepZone’s existing portfolio, creating cross-selling opportunities and a broader offering for customers.

KeepZone markets, distributes, and integrates technologies for both its proprietary VocentraAI voice-analysis platform and products from its partners, including Scanary, SeeTrue, STI, RT LTA Systems, BeeSense, ParaZero, ZorroNet, VELQOR, SensorzTech and Skyline Software Systems. KeepZone combines these capabilities into coordinated security solutions for critical infrastructure and other homeland security applications.

“Our subsidiaries build mission-critical defense systems; KeepZone brings a dedicated sales platform to introduce those products to additional homeland security customers,” said Menny Shalom, Chairman and Chief Executive Officer of T3 Defense. “This acquisition will allow us to expand our commercial reach while providing us with a U.S. presence and active channels in North America, Latin America and the Gulf. We structured the transaction so that a majority of the potential consideration is contingent on KeepZone generating post-closing net profit, aligning the acquisition with our disciplined approach to capital allocation.”

“KeepZone was built to connect homeland security technologies with the customers who need them,” said Alon Dayan, Chief Executive Officer of KeepZone. “Joining T3 Defense adds a portfolio of engineered defense products that we can bring to our customer and partner relationships, so we can offer them a broader, integrated solution set from a single partner.”

Transaction Details

Initial consideration is $1.0 million, payable at closing in newly issued common stock (and, to the extent required by a 4.9% beneficial ownership limitation, pre-funded warrants), priced at the average closing price of T3 Defense common stock for the five trading days preceding closing. Nexera is also eligible for an earn-out equal to 50% of KeepZone’s standalone net profit generated during the 24 months following the closing, calculated on the first $10.0 million of net profit and therefore capped at $5.0 million, payable in cash. The seller is also entitled to additional shares of T3 Defense common stock if 6 months after closing the stock price is less than the price on closing. KeepZone is being acquired without any debt or liability. Closing is expected within 60 days of the signing of the stock purchase agreement, subject to customary closing conditions, including Nasdaq notification regarding the issuance of additional shares and certain third-party consents. Additional details will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (SEC).

About KeepZone AI Inc.

KeepZone AI Inc. is a homeland security technology company that markets, integrates and supports a multi-vendor portfolio of screening, surveillance, counter-UAS, AI analytics and unmanned aerial solutions for critical infrastructure, government and high-security environments. For more information, visit www.KeepZone.ai.

About T3 Defense Inc.

T3 Defense Inc. (Nasdaq: DFNS) is a defense company that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with strong customer relationships and solid order backlogs, often capacity- and resource-constrained, in specialized areas such as drones and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential defense capabilities and build long-term value. For more information, visit www.t3dfns.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated closing and timing of the acquisition of KeepZone; the expected benefits of the acquisition, including cross-selling and commercial opportunities; the potential earn-out; KeepZone’s representation and distribution relationships; and the Company’s growth and acquisition strategy. These statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially, including: the risk that closing conditions, including Nasdaq notification and third-party consents, are not satisfied or that the transaction does not close; the risk that KeepZone’s representation or distribution agreements are terminated, not renewed or not consented to; the absence of any assurance that KeepZone will generate revenue or profit or that any earn-out will become payable; dilution from the issuance of shares and warrants; integration risks; defense and homeland security procurement timing and funding; customer concentration; competitive and geopolitical conditions, including conditions in Israel; the Company’s liquidity and capital resources; the Company’s ability to maintain compliance with Nasdaq listing requirements; and other risks described in the Company’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise them, except as required by law.

Contact Us:

T3 Defense Inc.

575 5th Avenue

New York, NY 10017

contact@t3dfns.com

www.t3dfns.com

Investor Relations

The Equity Group Inc.

Lena Cati

lena.cati@theequitygroup.com

+1 212 836-9611

Val Ferraro

val.ferraro@theequitygroup.com

+1 212 836-9633

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 18.1 KB

Agreements & Contracts

• EX-10.58 EXHIBIT 10.58 125.0 KB

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