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T3 Defense Inc. DEF 14A Filings

DFNS NASDAQ

Every DEF 14A that T3 Defense Inc. (DFNS) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow DFNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DFNS filings page.

Rhea-AI Summary

T3 Defense Inc. is asking stockholders to vote at its virtual 2026 annual meeting on August 5, 2026. Proposals include electing four directors (CEO Menachem Shalom plus three independent directors), ratifying Somekh Chaikin (a KPMG member firm) as independent external auditor for 2026, and approving a 2026 Evergreen Equity Incentive Plan.

The equity plan would initially reserve 22,000,000 shares of common stock, with an automatic annual increase of up to 8% of the then-available pool for up to ten years, subject to board reduction. As of July 9, 2026, there were 126,311,902 common shares outstanding and 10 shares of Series B Convertible Preferred Stock (10,000 votes each), totaling 126,411,902 votes. CEO Menachem Shalom beneficially owns 14,859,080 common shares (including warrants), or 11.13% of common stock.

The proxy details 2025 director and executive compensation, including Shalom’s 2025 total compensation of $3,967,500 and a new consulting agreement effective January 1, 2026 providing a $60,000 monthly base fee, target cash bonuses, 250,000 shares per quarter (subject to plan availability and stockholder approval), potential relocation grant, and severance protections. It also describes the Star 26 acquisition structure and various related-party financings, as well as audit fees paid to GreenGrowth for 2024–2025.

Rhea-AI Summary

T3 Defense Inc. is soliciting stockholder approval at a virtual Special Meeting on to approve four proposals: (1) authorization for issuance of Common Stock upon exercise of Warrants issued in the February 24, 2026 private placement, (2) waiver of the Preferred Exchange Cap to permit conversion of Series B Preferred Stock, (3) a Board-authorized reverse stock split within a 1-for-2 to 1-for-250 range, and (4) an adjournment authorization to solicit additional proxies.

The proxy materials state there were 60,270,525 shares of Common Stock and 200 shares of Series B Preferred Stock outstanding as of the Record Date, and that the February 2026 transaction involved 400 units for aggregate proceeds of $20,000,000. The Board unanimously recommends voting FOR all proposals.

Rhea-AI Summary

T3 Defense Inc. is asking stockholders to approve several capital actions tied to a February 2026 $20 million private placement and its Nasdaq listing status. Investors will vote on issuing up to 14,084,506 shares of common stock upon warrant exercise and allowing conversion of Series B preferred stock above a 19.99% Nasdaq dilution cap.

The company also seeks authority for a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑250 to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a deficiency notice. A fourth proposal would allow adjournment of the special meeting to solicit additional votes if needed. The board unanimously recommends voting “FOR” all four proposals.