T3 Defense (NASDAQ: DFNS) delays 2025 10-K; vows filing within 15 days

Rhea-AI Filing Summary

T3 Defense Inc. submitted a Notification of Late Filing stating it could not file its Annual Report on Form 10-K for the period ended December 31, 2025 on time due to delays processing required information and reduced availability of Israel-based staff following a direct military conflict with Iran. The registrant states it will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

Key Figures

Filing type: NT 10-K (Form 12b-25) Period end: December 31, 2025 Filing cure deadline: 15 calendar days +2 more

5 metrics

Filing type NT 10-K (Form 12b-25) Notification of Late Filing for annual report

Period end December 31, 2025 Fiscal year end for the delayed Form 10-K

Filing cure deadline 15 calendar days Will file Form 10-K no later than the fifteenth calendar day following the prescribed due date

Signature date March 31, 2026 Date the notification was signed by CEO Menachem Shalom

Commission file number 001-39341 Commission File Number shown on the form

Key Terms

Rule 12b-25, Notification of Late Filing (NT 10-K), Form 10-K

3 terms

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 of the Securities Exchange Act of 1934"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Notification of Late Filing (NT 10-K) regulatory

"FORM 12b-25 ... NOTIFICATION OF LATE FILING"

Form 10-K financial

"Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number 001-39341

NOTIFICATION OF LATE FILING

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CAR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

T3 Defense Inc.

Full name of registrant

Former name if applicable

575 Fifth Ave, 14^th Floor

Address of principal executive office

New York, New York 10017

City, state and zip code

PART II - RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Annual Report on Form 10-K for the year ended December 31, 2025 due to a delay in processing information required to be included in its Form 10-K, which delay could not be eliminated by the Registrant without unreasonable effort and expense. Additionally, due to the outbreak of direct military conflict with Iran, the available working days of the Registrant’s Israel-based staff, which includes several members of their accounting and financial reporting teams, have been limited in recent weeks. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Menachem Shalom, CEO		(212)		791-4663
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes   ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes   ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

T3 Defense Inc.

Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By:	/s/ Menachem Shalom
		Menachem Shalom
		Chief Executive Officer

FAQ

Why did DFNS file an NT 10-K (Form 12b-25)?

Because the company could not complete its Form 10-K for the year ended December 31, 2025. The filing cites processing delays for required information and limited working days for Israel-based staff amid a direct military conflict. The company pledges to file within 15 calendar days of the deadline.

When does DFNS expect to file the delayed Form 10-K?

DFNS stated it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. That commitment is made under Rule 12b-25 and is the operative timing qualifier disclosed in the notification.

Who signed the NT 10-K notification for DFNS?

Menachem Shalom, Chief Executive Officer, signed the notification. The filing shows the signature dated March 31, 2026 and lists a contact phone number at (212) 791-4663 for further inquiries.

Does the NT 10-K disclose expected changes to DFNS results of operations?

No anticipated quantitative change was disclosed in the notification. The form asks whether significant changes are expected and provides checkboxes; in this excerpt, no narrative or numbers are attached indicating an expected change in reported results.