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. is soliciting proxies for a virtual Special Meeting to vote on three board-recommended proposals: (1) approval of issuance of 14,084,506 shares upon exercise of Warrants exercisable at $2.13 per share; (2) waiver of the Preferred Exchange Cap tied to a $20,000,000 Securities Purchase Agreement for 400 units; and (3) authorization for a Board-discretionary reverse stock split at a ratio ranging from 1-for-2 up to 1-for-250 to seek Nasdaq continued-listing compliance. The February 24, 2026 private placement closed with issuance of Series B Preferred Stock convertible at an initial conversion price of $2.13 (each preferred share convertible into 23,474 shares assuming that price). The proxy notes 38,298,210 shares outstanding (as of April 10, 2026) in the beneficial ownership table and describes blocker provisions limiting conversions/exercises near 9.9% ownership. Voting thresholds and broker-vote treatments are specified for each proposal.
T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.
As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.
Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.
T3 Defense Inc. reports a transformational 2025, shifting from financial technology into an aerospace and defense acquisition platform. The company is building a portfolio of mission-critical suppliers in Israel and abroad, including defense distribution (Rimon), AI-driven simulation and GPS‑denied navigation (Tiltan), UAV systems and services (Nimbus), advanced electro‑mechanical manufacturing (ITS) and motion control systems (Positech), as well as AI perimeter‑security software (Zorronet).
The filing highlights substantial financial strain, including a net operating loss of $32.6 million, negative working capital of about $30 million and a stockholders’ deficit of $15.6 million as of December 31, 2025, alongside $6.2 million of net cash used in operations. Management cites approximately $7.0 million of unrestricted cash, an equity line of credit with estimated monthly capacity of about $6.6 million, cash‑positive subsidiaries, and prior capital raising as grounds to alleviate going‑concern doubt. Extensive risk factors stress the lack of defense track record, simultaneous multi‑jurisdiction acquisitions, integration and regulatory complexity, and potential conflicts from the CEO’s multiple outside roles.
T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.
The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.
T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.
The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.
T3 Defense Inc. filed an amended current report to add detailed financial information for its acquisition of 51% of I.T.S. Industrial Techno-Logic Solutions Ltd. (ITS). The filing includes ITS’s audited 2023–2024 financial statements and pro forma combined statements showing how T3 Defense and ITS would look on a combined basis.
ITS generated $8.9 million in 2024 revenue but recorded a net loss and a shareholders’ deficit, and its auditors highlighted substantial doubt about ITS’s ability to continue as a going concern. The pro forma statements also show significant goodwill recorded from the ITS acquisition and illustrate the combined group’s leverage and operating losses.
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.
T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.
Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.
T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.
The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.
T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.
The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.
T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.