T3 Defense holders back share issuances, reverse split

T3 Defense Inc. reported results of a special stockholder meeting held on June 24, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

T3 Defense Inc. reported results of a special stockholder meeting held on June 24, 2026. Stockholders approved issuing additional common shares upon exercise of certain restricted common stock purchase warrants and upon conversion of Series B Convertible Preferred Stock related to the February 2026 private placement, as required by Nasdaq Listing Rules.

They also approved giving the Board authority, for 18 months, to implement a reverse stock split of common stock at a ratio between one-for-two and one-for-250. As of the May 21, 2026 record date, 60,270,525 common shares were outstanding, with 35,716,531 shares present or represented, forming a 59.26% quorum.

Insights

Shareholders cleared key approvals for prior financing and a potential reverse split.

The special meeting approvals allow T3 Defense to honor terms of its February 2026 private placement by issuing common shares on warrant exercise and Series B preferred conversion, aligning with Nasdaq Listing Rules. This primarily regularizes an already agreed financing structure.

Stockholders also authorized the Board, for 18 months, to execute a reverse stock split within a wide one-for-two to one-for-250 range. The actual impact will depend on whether, when, and at what ratio the Board chooses to act under this authority.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 60,270,525 shares Shares present at meeting: 35,716,531 shares Meeting quorum: 59.26% +3 more

6 metrics

Common shares outstanding 60,270,525 shares Issued, outstanding, and entitled to vote as of May 21, 2026 record date

Shares present at meeting 35,716,531 shares Common stock present or represented by proxy at June 24, 2026 Special Meeting

Meeting quorum 59.26% Percentage of common stock represented at the Special Meeting

Warrant exercise price $92.00 per share Each warrant exercisable for one common share at this price

Reverse split range 1-for-2 to 1-for-250 Board authority to effect reverse stock split within this ratio range

Board authority period 18 months Duration of discretionary authority to implement reverse stock split

Key Terms

Special Meeting, Securities Purchase Agreement, Series B Convertible Preferred Stock, reverse stock split, +1 more

5 terms

Special Meeting financial

"On June 24, 2026, T3 Defense Inc. ... completed its special meeting of stockholders (the “Special Meeting”)."

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

Securities Purchase Agreement financial

"... pursuant to the terms of the Securities Purchase Agreement dated February 24, 2026 (the “February 2026 Private Placement”) ..."

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.

Series B Convertible Preferred Stock financial

"The approval of the issuance of shares of Common Stock upon conversion of the Series B Convertible Preferred Stock issued or issuable ..."

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.

reverse stock split financial

"The approval to grant the Company’s Board of Directors ... authority ... to authorize a reverse stock split of Common Stock ..."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Listing Rules regulatory

"The approval of the issuance of shares of Common Stock ... as required by Nasdaq Listing Rules 5635(d);"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

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

What did T3 Defense Inc. (DFNS) stockholders approve at the June 24, 2026 Special Meeting?

Stockholders approved issuing common shares tied to warrants and Series B Convertible Preferred Stock from the February 2026 private placement, and granted the Board 18-month authority to implement a reverse stock split between one-for-two and one-for-250, subject to Board determination.

How many T3 Defense (DFNS) shares were eligible to vote at the Special Meeting?

As of the May 21, 2026 record date, 60,270,525 shares of T3 Defense common stock were issued, outstanding, and entitled to vote at the Special Meeting, forming the base against which quorum and voting outcomes were measured by the company.

What quorum was present for T3 Defense’s June 24, 2026 Special Meeting?

A total of 35,716,531 T3 Defense common shares were present or represented by proxy, representing a 59.26% quorum. This level satisfied the requirements to conduct business and approve the proposals presented to stockholders.

What reverse stock split authority did T3 Defense (DFNS) stockholders grant the Board?

Stockholders approved giving the Board discretionary authority, for 18 months, to amend the charter to carry out a reverse stock split of common stock at a ratio between one-for-two and one-for-250, with the exact ratio selected later by the Board.

How are T3 Defense warrants and Series B Preferred affected by this 8-K disclosure?

Stockholders approved issuing common shares upon exercise of certain restricted common stock purchase warrants and upon conversion of Series B Convertible Preferred Stock issued or issuable under the February 2026 Securities Purchase Agreement, satisfying applicable Nasdaq listing requirements for these securities.

On which exchange are T3 Defense (DFNS) securities listed and what is the warrant exercise price?

T3 Defense common stock (DFNS) and warrants (DFNSW) trade on The Nasdaq Stock Market LLC. Each warrant is exercisable for one common share at an exercise price of $92.00 per share, as described in the company’s disclosure.

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

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Accepted by SEC EDGAR 06/29/2026 - 05:25 PM

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 24, 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 $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 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2026, T3 Defense Inc. (the “Company”) completed its special meeting of stockholders (the “Special Meeting”). As of the record date of May 21, 2026 (the “Record Date”), 60,270,525 shares of common stock, $0.0001 par value per share (the “Common Stock”), were issued and outstanding and entitled to vote at the Special Meeting. The number of shares of Common Stock present or represented by valid proxy at the Special Meeting was 35,716,531 shares of Common Stock, representing a quorum of 59.26%.

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 June 1, 2026. Each of the proposals were approved by a majority of the shares of Common Stock present in person or by proxy at the Special Meeting.

The following actions were taken at the Special Meeting:

	(i)	The approval of the issuance of shares of Common Stock upon exercise of certain restricted common stock purchase warrants issued or issuable in connection with an offering of securities of the Company pursuant to the terms of the Securities Purchase Agreement dated February 24, 2026 (the “February 2026 Private Placement”) for purposes of complying with the Nasdaq Listing Rules;

	(ii)	The approval of the issuance of shares of Common Stock upon conversion of the Series B Convertible Preferred Stock issued or issuable in connection with the February 2026 Private Placement as required by Nasdaq Listing Rules 5635(d); and

	(iii)	The approval to grant the Company’s Board of Directors (the “Board”) the discretionary authority for 18 months to amend the Company’s amended and restated certificate of incorporation, as amended, to authorize a reverse stock split of Common Stock, at a ratio in the range from one-for-two to one-for-two hundred fifty, with such specific ratio to be determined by the Board.

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 29, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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T3 Defense holders back share issuances, reverse split

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