Nasdaq warns T3 Defense (NASDAQ: DFNS) on sub-$1 share price

Q: How long does T3 Defense (DFNS) have to regain Nasdaq bid-price compliance?

T3 Defense has 180 calendar days, until November 2, 2026 , to regain compliance. It must achieve a closing bid of at least $1.00 per share for a minimum of 10 consecutive business days within that period.

Q: What happens if T3 Defense does not regain Nasdaq compliance by November 2, 2026?

If T3 Defense does not regain compliance by November 2, 2026 , it may apply for an additional period by paying a $5,000 application fee. If it does not qualify or still fails, Nasdaq can move to delist the company’s common stock.

Q: Does the Nasdaq deficiency notice immediately affect trading in DFNS stock?

The notice has no immediate effect on trading in T3 Defense’s stock. The company’s common shares will continue trading on the Nasdaq Global Market under the symbol DFNS while it works within the compliance period.

Q: What are T3 Defense’s current securities listed on Nasdaq and their key terms?

T3 Defense lists common stock (symbol DFNS) and warrants (symbol DFNSW) on Nasdaq. Each warrant is exercisable for one share of common stock at an exercise price of $92.00 per share , as disclosed in the filing.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

T3 Defense Inc. reported that Nasdaq has notified the company it is not meeting the exchange’s $1.00 minimum bid price requirement for the Nasdaq Global Market. The notice followed 30 consecutive business days, from March 23 to May 4, 2026, when the stock’s closing bid stayed below $1.00.

The company has 180 calendar days, until November 2, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 straight business days. If it fails to do so, T3 Defense may apply for additional time or face potential delisting. Management states it will monitor the share price and may consider options such as a reverse stock split to meet Nasdaq’s rules.

Positive

None.

Negative

Nasdaq bid-price noncompliance and delisting risk: T3 Defense received a Nasdaq notice that its stock has traded below the $1.00 minimum bid for 30 consecutive business days and now has only until November 2, 2026, to regain compliance or potentially face delisting from the Nasdaq Global Market.

Insights

Nasdaq bid-price deficiency increases delisting risk for T3 Defense.

T3 Defense Inc. has fallen below Nasdaq’s $1.00 minimum bid requirement for 30 consecutive business days, triggering a formal deficiency notice. The stock remains on the Nasdaq Global Market for now, but this places it on a defined compliance clock.

The company has 180 days, until November 2, 2026, to achieve a bid price of at least $1.00 for 10 consecutive business days. Failure to do so could lead to delisting unless Nasdaq grants an additional compliance period, for which T3 Defense would pay a $5,000 non-refundable application fee.

The company notes it may consider actions such as a reverse stock split, which mechanically raises the share price but does not change overall market value. The eventual outcome will depend on both market trading and any corporate actions disclosed in future filings.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $92.00 per share Nasdaq minimum bid price: $1.00 per share +3 more

6 metrics

Common stock par value $0.0001 per share Par value of T3 Defense common stock

Warrant exercise price $92.00 per share Each DFNSW warrant exercisable for one share

Nasdaq minimum bid price $1.00 per share Required under Nasdaq Listing Rule 5550(a)(2)

Deficiency measurement period March 23–May 4, 2026 30 consecutive business days below $1.00 bid

Initial compliance window 180 days to November 2, 2026 Period to regain Nasdaq bid-price compliance

Additional compliance application fee $5,000 Non-refundable fee for second Nasdaq compliance period

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price, Nasdaq Global Market, reverse stock split, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"not in compliance with the minimum bid requirements set forth in Nasdaq Listing Rule 5550(a)(2)"

minimum bid price financial

"requires listed securities to maintain a minimum bid price of $1.00 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

Nasdaq Global Market regulatory

"for continued listing on The Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

reverse stock split financial

"including, but not limited to, implementing a reverse stock split of its outstanding securities"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Emerging growth company regulatory

"Emerging growth company Item 3.01 Notice of Delisting or Failure to Satisfy"

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.

Understanding 8-K Material Events →

05/08/2026 - 04:00 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): May 5, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 5, 2026, T3 Defense Inc., a Delaware corporation (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market, LLC ("Nasdaq") that it is not in compliance with the minimum bid requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock between March 23, 2026 to May 4, 2026, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market and, at this time, the common stock will continue to trade on The Nasdaq Global Market under the symbol “DFNS.”

The Notification Letter provides that the Company has 180 calendar days, or until November 2, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by November 2, 2026, the Company may be eligible for additional time to regain compliance. In such instance, the Company must submit an application and a non-refundable $5,000 application fee, so long as the Company meets The Nasdaq Global Market continued listing requirements (except for the bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If the Company does not qualify or fails to regain compliance, then Nasdaq will notify the Company of its determination to delist the Company's common stock.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

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: May 8, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did T3 Defense Inc. (DFNS) receive about its listing?

T3 Defense received a Nasdaq notice that it is not in compliance with the $1.00 minimum bid price rule. The deficiency arose after 30 consecutive business days with a closing bid below $1.00, putting the company’s Nasdaq Global Market listing at risk.

How long does T3 Defense (DFNS) have to regain Nasdaq bid-price compliance?

T3 Defense has 180 calendar days, until November 2, 2026, to regain compliance. It must achieve a closing bid of at least $1.00 per share for a minimum of 10 consecutive business days within that period.

What happens if T3 Defense does not regain Nasdaq compliance by November 2, 2026?

If T3 Defense does not regain compliance by November 2, 2026, it may apply for an additional period by paying a $5,000 application fee. If it does not qualify or still fails, Nasdaq can move to delist the company’s common stock.

What options might T3 Defense (DFNS) use to meet Nasdaq’s $1.00 bid rule?

T3 Defense states it will monitor its share price and may consider available options, including a reverse stock split of its outstanding securities. A reverse split would increase the per-share price while keeping overall shareholder value essentially unchanged.

Does the Nasdaq deficiency notice immediately affect trading in DFNS stock?

The notice has no immediate effect on trading in T3 Defense’s stock. The company’s common shares will continue trading on the Nasdaq Global Market under the symbol DFNS while it works within the compliance period.

What are T3 Defense’s current securities listed on Nasdaq and their key terms?

T3 Defense lists common stock (symbol DFNS) and warrants (symbol DFNSW) on Nasdaq. Each warrant is exercisable for one share of common stock at an exercise price of $92.00 per share, as disclosed in the filing.

Filing Exhibits & Attachments

4 documents