Welcome to our dedicated page for T3 Defense SEC filings (Ticker: DFNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
T3 Defense Inc. filings document material events for a Nasdaq-listed defense technology holding company, including operating results, acquisitions and dispositions, financing arrangements, debt exchanges, governance matters, capital-structure changes, and exchange-listing compliance. Recent Form 8-K disclosures identify the company's common stock and warrants, emerging growth company status, and securities registered on Nasdaq.
The filing record includes disclosures on note exchanges for common stock, cancellation of indebtedness, private-placement and material-agreement categories, shareholder voting matters, operating and financial results, and a Nasdaq minimum-bid compliance notice. It also documents portfolio-related transactions involving subsidiaries and investments, including Star 26 Capital, Water IO, and Zorronet-related asset disposition activity.
T3 Defense Inc. filed an amended current report to correct a typo in a recent disclosure about a private financing. The company previously reported a Securities Purchase Agreement for 400 units at a total of $20,000,000, or $50,000 per unit, each unit containing one share of Series B Convertible Preferred Stock and one and a half common stock purchase warrants.
The amendment clarifies that each Common Warrant is initially exercisable for one share of common stock at an exercise price of $2.13 per share, subject to standard adjustments for stock splits and similar events. No other terms of the agreement or prior report were changed.
T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.
Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.
T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.
The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.
Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.
If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.