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T3 Defense (DFNS) flags $81.43M Q2 operating loss and delays Form 10-Q filing

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

T3 Defense Inc. notified that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the deadline. The company states that, due to the geopolitical and security situation in Israel, it needs additional time to complete certain disclosures and analyses, and it intends to file within the five-calendar-day extension permitted under Rule 12b-25.

For the June 30, 2026 quarter, T3 Defense anticipates reporting approximately $3,996,000 in revenues and a net loss from operations of approximately $81,430,000, compared with no revenues and net income from operations of approximately $3,019,000 for the same period in 2025. A detailed discussion of these results is expected in the forthcoming Form 10-Q.

Positive

  • The company expects to report approximately $3,996,000 in revenues for the quarter ended June 30, 2026, compared with no revenues in the corresponding 2025 period, indicating initial revenue generation.
  • Despite the late filing, T3 Defense intends to submit its Form 10-Q within the five-calendar-day extension permitted under Rule 12b-25, limiting the delay in updated financial information.

Negative

  • T3 Defense anticipates a net loss from operations of approximately $81,430,000 for the quarter ended June 30, 2026, versus net income from operations of approximately $3,019,000 a year earlier, a substantial deterioration in operating results.
  • The company will not file its Form 10-Q for the quarter ended June 30, 2026 by the prescribed due date of August 14, 2026, citing the need for more time to complete disclosures and analyses.

Insights

Analyzing...

Anticipated Q2 2026 revenues $3,996,000 Quarter ended June 30, 2026; compared to no revenues in Q2 2025
Anticipated Q2 2026 net loss from operations $81,430,000 Quarter ended June 30, 2026
Q2 2025 net income from operations $3,019,000 Corresponding quarter ended June 30, 2025
Filing due date August 14, 2026 Prescribed due date for the Form 10-Q for quarter ended June 30, 2026
Extension length 5 calendar days Rule 12b-25 extension period for a late Form 10-Q
Rule 12b-25 regulatory
"In accordance with Rule 12b-25 promulgated under 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.
Quarterly Report on Form 10-Q regulatory
"unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
net loss from operations financial
"anticipates reporting revenues of approximately $3,996,000 and a net loss from operations"
Management’s Discussion and Analysis of Financial Condition and Results of Operations financial
"discussion of results of operations will be included in the Management’s Discussion and Analysis"
A narrative section in a company’s financial reports where executives explain recent results, financial condition, cash flow, key drivers and risks in plain language. It matters to investors because it adds context and forward-looking insight beyond raw numbers—like a tour guide pointing out causes of past performance, potential pitfalls and management’s plans—helping assess whether the company’s trends and assumptions are credible and likely to continue.

FAQ

Why is T3 Defense Inc. (DFNS) delaying its Q2 2026 Form 10-Q filing?
T3 Defense is delaying its Q2 2026 Form 10-Q because, due to the geopolitical and security situation in Israel, it needs more time to complete certain disclosures and analyses. The company plans to file within the five-day Rule 12b-25 extension.

When does T3 Defense Inc. (DFNS) expect to file its delayed Q2 2026 Form 10-Q?
T3 Defense intends to file its Q2 2026 Form 10-Q on or before the fifth calendar day following the prescribed due date of August 14, 2026, as permitted under Rule 12b-25.

What revenues does T3 Defense Inc. (DFNS) expect for the quarter ended June 30, 2026?
For the quarter ended June 30, 2026, T3 Defense anticipates reporting approximately $3,996,000 in revenues, compared with no revenues in the corresponding quarter of 2025, marking a notable change in top-line activity.

What operating results does T3 Defense Inc. (DFNS) anticipate for Q2 2026?
T3 Defense expects a net loss from operations of approximately $81,430,000 for Q2 2026, versus net income from operations of approximately $3,019,000 for the same period in 2025, signaling a sharp deterioration in operating performance.

How does T3 Defense Inc. (DFNS) describe the impact of Israel’s situation on its reporting?
The company states that, due to the geopolitical and security situation in Israel, it requires additional time to finalize certain disclosures and analyses for its Q2 2026 Form 10-Q before filing.

Will T3 Defense Inc. (DFNS) provide more details on its Q2 2026 results?
Yes. T3 Defense indicates that a more detailed discussion of its Q2 2026 results will appear in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the forthcoming Form 10-Q.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SEC File Number

 

 

CUSIP Number

 


 

 

 

FORM 12b-25

 

 

 

NOTIFICATION OF LATE FILING

 

(Check one): ☐ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☒ Form 10-Q     Form 10-D ☐     Form N-SAR
  ☐ Form N-CSR

 

For Period Ended: June 30, 2026

 

  ☐ 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 Avenue
Address of Principal Executive Office (Street and Number)
 
New York, New York 10017
City, State and Zip Code

  

 

 

 

PART II - RULES 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 reason 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, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Report”) by the prescribed date of August 14, 2026, without unreasonable effort or expense. Due to the geopolitical and security situation in Israel, the Registrant needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant intends to file the Report on or prior to the fifth (5th) 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   +972   50-222-2755
(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 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 statement to be included in the subject report or portion thereof?

 

Yes ☒ No ☐

 

For the quarter ended June 30, 2026 the Registrant anticipates reporting revenues of approximately $3,996,000 and a net loss from operations of approximately $81,430,000, as compared to no revenues and a net income from operations of approximately $3,019,000 for the corresponding period in 2025. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-Q to be filed.

 

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

 

2

 

 

T3 Defense Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 14, 2026 By: /s/ Menachem Shalom
    Menachem Shalom, Chief Executive Officer

 

 

3

 

 

Source: View Original Filing on SEC EDGAR