T3 Defense completes $1.54M KeepZone AI acquisition

T3 Defense said the acquisition did not constitute a significant amount of assets; KeepZone financial statements and pro forma information were therefore not required.

Available on EDGAR 11/06/2026 - 05:25 PM EST Accepted by SEC EDGAR 11/06/2026 - 05:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

T3 Defense Inc. (DFNS) completed its acquisition of KeepZone AI Inc. on November 4, 2026, issuing 425,594 shares of common stock to Nexera Technologies Ltd. for all of KeepZone’s issued and outstanding shares. An amendment increased the purchase price to $1,539,800 and raised the beneficial ownership limitation on shares held by Nexera to 9.9%.

The shares were issued under an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Purchase price: $1,539,800 Common shares issued: 425,594 shares Beneficial ownership limitation: 9.9%

3 metrics

Purchase price $1,539,800 Increased by the November 4, 2026 amendment

Common shares issued 425,594 shares Issued to Nexera Technologies Ltd. for all issued and outstanding KeepZone shares

Beneficial ownership limitation 9.9% Limit on shares in T3 Defense held by Nexera Technologies Ltd.

Key Terms

beneficial ownership limitation, Section 4(a)(2), Rule 506 of Regulation D, pro forma financial information

4 terms

beneficial ownership limitation regulatory

"raise the beneficial ownership limitation ... to 9.9%"

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.

Section 4(a)(2) regulatory

"under Section 4(a)(2) and/or Rule 506 of Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506 of Regulation D regulatory

"under Section 4(a)(2) and/or Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

pro forma financial information financial

"financial statements of KeepZone or pro forma financial information"

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

FAQ

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

How many DFNS shares were issued for the KeepZone acquisition?

T3 Defense issued 425,594 common shares to Nexera Technologies Ltd. for all of KeepZone AI Inc.’s issued and outstanding shares on November 4, 2026.

What was the amended purchase price for KeepZone?

The amendment increased the purchase price to $1,539,800.

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): November 4, 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 November 4, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to the 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 terms of the acquisition were previously disclosed by the Company on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 27, 2026.

The parties agreed to amend the Purchase Agreement by agreeing to an increased purchase price of $1,539,800. The parties also agreed to raise the beneficial ownership limitation of the shares in the Company held by Seller to 9.9%.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 4, 2026, the Company consummated the acquisition of KeepZone as contemplated by the Purchase Agreement, as amended by the Amendment, by issuing 425,594 shares of common stock of the Company for all the issued and outstanding shares of KeepZone.

The transaction did not constitute the acquisition of a significant amount of assets for purposes of Item 2.01 of Form 8-K, and the Company is not required to file financial statements of KeepZone or pro forma financial information under Item 9.01 of Form 8-K or Rule 3-05 or Article 11 of Regulation S-X.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued Seller 425,594 shares of common stock pursuant an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, which is promulgated under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.59	Amendment to Stock Purchase Agreement, dated November 4, 2026, by and among T3 Defense Inc., KeepZone AI Inc. and Nexera Technologies Ltd.
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: November 6, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.59 EXHIBIT 10.59 16.4 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