How did T3 Defense’s (DFNS) share count change according to this filing?

Shares issued and outstanding increased from 1,663,806 as of August 14, 2026 to 3,008,775, reflecting the aggregate issuance of 1,344,969 shares via an S-8 plan, conversions of Series B Convertible Preferred Shares, and exercises of common and pre-funded warrants.

T3 Defense unwinds Project 35 deal, cancels $1.25M note

Q: What transaction did T3 Defense Inc. (DFNS) terminate in this 8-K?

T3 Defense terminated its acquisition of a 60% equity interest in Project 35 Ltd. through a Cancellation Agreement with Project 35 and X S.A. Security and Defense Ltd., returning the equity stake to the seller and unwinding the earlier deal.

Q: What happened to the $1,250,000 note disclosed by DFNS?

The seller returned the $1,250,000 note, which bore 12% interest and was to mature on July 5, 2027. Under the Cancellation Agreement, this note has been cancelled in its entirety along with obligations tied to the terminated acquisition.

Q: What happened to the 168,479 DFNS shares issued in the Project 35 acquisition?

The 168,479 shares of T3 Defense common stock previously issued in the Project 35 acquisition were returned to the company under the Cancellation Agreement and now constitute authorized but unissued shares.

Q: Does T3 Defense (DFNS) still have obligations to fund Project 35 after this filing?

No. The parties released each other from liabilities and claims arising from the contemplated acquisition, including T3 Defense’s obligation to fund Project 35, although they are continuing discussions on other potential business arrangements.

Q: Why did DFNS issue 1,344,969 additional shares?

The 1,344,969 additional shares were issued (i) under a Form S-8 registration statement, (ii) from conversions of Series B Convertible Preferred Shares, and (iii) from the exercise of common and pre-funded warrants, increasing total shares outstanding to 3,008,775.

T3 Defense Inc. (DFNS) reported that on August 28, 2026 it entered into a Cancellation Agreement with Project 35 Ltd. and X S.A.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

T3 Defense Inc. (DFNS) reported that on August 28, 2026 it entered into a Cancellation Agreement with Project 35 Ltd. and X S.A. Security and Defense Ltd. Under this agreement, the 60% equity interest in Project 35 previously acquired by T3 Defense was returned to the seller.

In exchange, the seller returned 168,479 shares of T3 Defense common stock and a $1,250,000 note bearing 12% interest and maturing July 5, 2027, which has now been cancelled. The parties released each other from liabilities related to the terminated acquisition, including T3 Defense’s obligation to fund Project 35, and may explore alternative transactions such as a joint venture or product purchases.

T3 Defense also disclosed that shares issued and outstanding increased from 1,663,806 as of August 14, 2026 to 3,008,775, following the aggregate issuance of 1,344,969 shares through an S-8 plan, conversions of Series B Convertible Preferred Shares, and exercises of common and pre-funded warrants.

Positive

$1,250,000 note at 12% interest cancelled, removing a high-cost liability that was scheduled to mature on July 5, 2027.
168,479 common shares returned to T3 Defense and reverted to authorized but unissued status, slightly reducing potential dilution versus the prior acquisition structure.

Negative

60% equity interest in Project 35 returned, eliminating T3 Defense’s previously acquired stake in that business.
1,344,969 new shares issued, increasing total shares outstanding from 1,663,806 to 3,008,775 and contributing to ownership dilution for existing stockholders.

Insights

Analyzing...

8-K Event Classification

3 items: 1.02, 8.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity interest in Project 35: 60% equity interest Cancelled note principal: $1,250,000 Note interest rate: 12% +4 more

7 metrics

Equity interest in Project 35 60% equity interest Equity stake returned to the seller under the Cancellation Agreement on August 28, 2026

Cancelled note principal $1,250,000 Note bearing 12% interest, maturing July 5, 2027, returned and cancelled under the Cancellation Agreement

Note interest rate 12% Interest rate on the $1,250,000 note cancelled as part of unwinding the acquisition

Shares returned 168,479 shares T3 Defense common shares returned by the seller and reverted to authorized but unissued status

Shares outstanding as of August 14, 2026 1,663,806 shares Issued and outstanding common shares reported in the Form 10-Q for quarter ended June 30, 2026

Aggregate new shares issued 1,344,969 shares Shares issued via S-8, Series B Convertible Preferred conversions, and warrant exercises

Current shares outstanding 3,008,775 shares Current issued and outstanding common shares after aggregate issuances

Key Terms

Cancellation Agreement, Emerging growth company, Registration Statement on Form S-8, Series B Convertible Preferred Shares, +1 more

5 terms

Cancellation Agreement regulatory

"executed and delivered the Cancellation Agreement with Project 35 Ltd."

Emerging growth company regulatory

"Securities registered pursuant to Section 12(b) of the Act Emerging growth company"

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.

Registration Statement on Form S-8 regulatory

"shares: (i) pursuant to the Registration Statement on Form S-8"

A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.

Series B Convertible Preferred Shares financial

"issued from the conversion of outstanding Series B Convertible Preferred Shares"

Series B convertible preferred shares are a class of company stock sold in a later private funding round that combines features of ownership and a debt-like safety net: holders get priority on payouts over common shareholders and can convert their shares into common stock, often at a set rate. For investors this matters because these shares reduce downside risk while preserving upside potential if the company grows, similar to a safety-lined ticket that can become a regular seat if the event becomes valuable.

Pre-Funded warrants financial

"issued from the exercise of Common and Pre-Funded warrants"

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.

FAQ

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

What transaction did T3 Defense Inc. (DFNS) terminate in this 8-K?

T3 Defense terminated its acquisition of a 60% equity interest in Project 35 Ltd. through a Cancellation Agreement with Project 35 and X S.A. Security and Defense Ltd., returning the equity stake to the seller and unwinding the earlier deal.

What happened to the $1,250,000 note disclosed by DFNS?

The seller returned the $1,250,000 note, which bore 12% interest and was to mature on July 5, 2027. Under the Cancellation Agreement, this note has been cancelled in its entirety along with obligations tied to the terminated acquisition.

What happened to the 168,479 DFNS shares issued in the Project 35 acquisition?

The 168,479 shares of T3 Defense common stock previously issued in the Project 35 acquisition were returned to the company under the Cancellation Agreement and now constitute authorized but unissued shares.

Does T3 Defense (DFNS) still have obligations to fund Project 35 after this filing?

No. The parties released each other from liabilities and claims arising from the contemplated acquisition, including T3 Defense’s obligation to fund Project 35, although they are continuing discussions on other potential business arrangements.

Why did DFNS issue 1,344,969 additional shares?

The 1,344,969 additional shares were issued (i) under a Form S-8 registration statement, (ii) from conversions of Series B Convertible Preferred Shares, and (iii) from the exercise of common and pre-funded warrants, increasing total shares outstanding to 3,008,775.

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

Available on EDGAR 08/31/2026 - 05:26 PM EDT Accepted by SEC EDGAR 08/31/2026 - 05:25 PM EDT

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): August 28, 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 1.02 Termination of Material Definitive Agreement.

On August 28, 2026, T3 Defense Inc. (the “Company”) executed and delivered the Cancellation Agreement with Project 35 Ltd. (“Project 35”) and X S.A. Security and Defense Ltd. (the “Seller”). Pursuant to the terms of Cancellation Agreement, the 60% equity interest acquired by the Company in Project 35 was returned to the Seller and the 168,479 shares of common stock of the Company (the “Shares”) and the issuance of a $1,250,000 note bearing interest at the rate of 12% maturing July 5, 2027 (the “Note”) were returned by the Seller to the Company. The acquisition was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 9, 2026.

As a result of the transaction contemplated by the Cancellation Agreement, the parties have returned to their positions prior to the execution and delivery of the acquisition. The parties released each other from any and all liabilities and claims arising from the contemplated acquisition, including without limitation the obligation of the Company to fund Project 35. Accordingly, the Shares have been returned to being authorized but unissued shares of the Company and the Note has been cancelled in its entirety. Notwithstanding the termination of the acquisition, the parties are continuing to discuss a possible joint venture, purchases of the products of Project 35 or another type of transaction.

The above description of the Cancellation Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.52.

Item 8.01 Other Events.

As reported on the Form 10-Q for the quarter ended June 30, 2026 which was filed by the Company with the Securities and Exchange Commission on August 18, 2026, the Company had 1,663,806 shares issued and outstanding as of August 14, 2026. As a result of the aggregate issuance of 1,344,969 shares of common stock, including shares: (i) pursuant to the Registration Statement on Form S-8, (ii) issued from the conversion of outstanding Series B Convertible Preferred Shares, and (iii) issued from the exercise of Common and Pre-Funded warrants, the Company currently has 3,008,775 shares issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.52		Cancellation Agreement is entered into as of August 28, 2026 among T3 Defense Inc., Project 35 Ltd. and X S.A. Security and Defense Ltd.
104		Cover Page Interactive Data File (formatted as inline XBRL)

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: August 31, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.52 EXHIBIT 10.52 9.8 KB