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  4. [8-K] T3 Defense Inc. Reports Material Event

CEO converts $2.14M note into T3 Defense (DFNS) stock as warrant repriced

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.

The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.

Positive

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Negative

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Insights

T3 Defense converts CEO-held debt to equity and reprices a large warrant block.

The company cancelled notes totaling $2,138,962 owed to CEO Menachem Shalom in exchange for 4,174,399 restricted common shares at $0.5124. This removes debt from the balance sheet while increasing the equity base held by an insider.

The Board also cut the exercise price on Mr. Shalom’s Star Warrant from $1.50 to $0.5124 for 7,175,662 shares, making potential future exercises more economically feasible at recent trading levels. Actual impact on ownership and dilution depends on future share price and exercise decisions.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
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, and exhibit attachments filed with this report.
Cancelled note principal and interest $2,138,962 Outstanding principal and accrued interest exchanged April 27, 2026
Exchange shares issued 4,174,399 shares Common stock issued to CEO for note cancellation
Exchange price $0.5124 per share Last consolidated bid price on Nasdaq used for exchange
Star Warrant total size 12,017,648 shares Original Star Warrant issued at $1.50 per share
CEO Star Warrant portion 7,175,662 shares Portion of Star Warrant held by CEO Menachem Shalom
Repriced warrant exercise $0.5124 per share New exercise price for CEO’s Star Warrant, down from $1.50
Legacy warrant exercise price $92.00 per share DFNSW warrants, each exercisable for one common share
Common stock par value $0.0001 per share Par value of T3 Defense common stock listed on Nasdaq
Note Exchange Agreement financial
"executed and delivered the Note Exchange Agreement, pursuant to which"
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon the exemption from the registration requirements ... Section 4(a)(2)"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D promulgated thereunder"
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.
Star Warrant financial
"the Company issued to Star 26 a warrant to purchase a total of 12,017,648 shares"
emerging growth company regulatory
"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.
Understanding 8-K Material Events →
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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): April 27, 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, 14th 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 1.01 Termination of a Material Definitive Agreement.

 

On April 27, 2026, T3 Defense Inc. (the “Company”), and Menachem Shalom, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), executed and delivered the Note Exchange Agreement, pursuant to which the original principal amount of the notes issued to Mr. Shalom and accrued interest thereon in the amount of $2,138,962 was cancelled in its entirety in exchange for the issuance of 4,174,399 shares of common stock (the “Exchange Shares”). The exchange price of $0.5124 was the last consolidated bid price of a share of common stock as reported by The Nasdaq Stock Market LLC. The Exchange Shares are restricted shares and may not be sold without registration or an applicable exemption therefrom.

 

The notes were assigned to Mr. Shalom from Star 26 Capital Inc. (“Star 26”) pursuant to the terms of the Amended and Restated Securities Purchase Agreement and Call Option dated September 15, 2025 (the “Star Purchase Agreement”) among the Company, Star 26 and the other parties signatory thereto and pursuant to the exercise by Mr. Shalom of his right to obtain shares, notes and warrants from Esousa Group Holdings LLC (“Esousa”) in accordance with the terms of the Call Option Agreement dated January 13, 2026.

 

The above description of the Note Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of said agreement, a copy of which is attached hereto as Exhibit 10.53 and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Items 1.01 and 8.01 of this Current Report on Form 8-K regarding the issuance of the Exchange Shares is incorporated by reference into this Item 3.02. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Exchange Shares bear restrictive legends as required under the Securities Act.

 

Item 8.01 Other Events.

 

On April 27, 2026, the Board resolved that Menachem Shalom, the Company CEO and the holder of the notes assigned to him by Star 26 (currently aggregating $2,138,962 in outstanding principal) pursuant to the terms of the Star Purchase Agreement has the right to convert his notes based on the last consolidated bid price as reported by The Nasdaq Stock Market LLC., or $0.5124 per share. On said date, the Board also resolved to reduce the exercise price of the Star Warrant held by Menachem Shalom from $1.50 per share to $0.5124 per share. In connection with the consummation of the transactions contemplated by the Star Purchase Agreement on January 12, 2026, the Company issued to Star 26 a warrant to purchase a total of 12,017,648 shares of Common Stock at an exercise price of $1.50 per share (the “Star Warrant”), which was then distributed to the equity holders of Star 26 on a pro rata basis. Mr. Shalom’s share is a warrant to purchase 7,175,662 shares of Common Stock.

 

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.53   Note Exchange Agreement, dated as of April 27, 2026, between T3 Defense Inc. and Menachem Shalom
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

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: April 28, 2026

 

By:  /s/ Menachem Shalom  
Name:  Menachem Shalom  
Title: Chief Executive Officer  

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did T3 Defense (DFNS) announce regarding the CEO’s notes?

T3 Defense cancelled notes held by CEO Menachem Shalom with outstanding principal and accrued interest of $2,138,962. In exchange, the company issued 4,174,399 restricted common shares at an exchange price of $0.5124 per share, matching the last consolidated Nasdaq bid price.

How many T3 Defense shares were issued to the CEO in the exchange?

The company issued 4,174,399 shares of common stock to CEO Menachem Shalom. These are restricted shares, meaning they cannot be sold publicly without registration or an applicable exemption, and they were priced at $0.5124 per share based on Nasdaq bid data.

At what price can the T3 Defense CEO convert his remaining notes?

The Board resolved that Menachem Shalom may convert his notes at $0.5124 per share. This price equals the last consolidated bid price of T3 Defense common stock on Nasdaq on April 27, 2026, aligning conversion terms with the market at that time.

What change was made to the exercise price of the Star Warrant held by the CEO?

The Board reduced the exercise price of Menachem Shalom’s Star Warrant from $1.50 per share to $0.5124 per share. This repriced warrant covers 7,175,662 shares of common stock that were originally part of a larger 12,017,648-share Star Warrant issuance.

Under which Securities Act exemptions were the T3 Defense Exchange Shares issued?

T3 Defense issued the Exchange Shares in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. These provisions allow certain private offerings without registration, so the shares bear restrictive legends limiting resale without proper registration or an exemption.

Are the new T3 Defense shares issued to the CEO freely tradable?

No. The 4,174,399 Exchange Shares issued to CEO Menachem Shalom are restricted securities. They bear restrictive legends under the Securities Act, so they cannot be sold publicly unless they are later registered or qualify for an applicable resale exemption.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

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