Registration
No. 333-296513
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 1
to the
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| T3
Defense Inc. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
6770 |
|
38-3912845 |
| (State
or jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
575
Fifth Ave., 14th Floor
New
York, New York 10017
(646)
257-4214
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Menachem
Shalom
T3
Defense Inc.
Chief
Executive Officer
575
Fifth Ave., 14th Floor
New
York, New York 10017
(646)
257-4214
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Robert
Cohen
McDermott
Will & Schulte LLP
333
SE 2nd Avenue, Suite 4500
Miami,
Florida 33131
(561)
287-7096
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date hereof.
If
any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”)
to the Registration Statement on Form S-1 of T3 Defense Inc. (File No. 333-296513) (the “Registration Statement”)
is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this
Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits.
Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been
omitted from this Amendment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are
filed with this registration statement:
| |
|
|
Incorporated
by Reference |
| Exhibit |
|
Description |
|
Schedule/
Form |
|
Exhibits |
|
Filing
Date |
| 2.1# |
|
Amended
and Restated Agreement and Plan of Merger dated as of June 23, 2023, by and among Nukkleus and Brilliant. |
|
Form
8-K |
|
2.1 |
|
June
26, 2023 |
| 2.2# |
|
First
Amendment to Amended and Restated Agreement and Plan of Merger dated as of November 1, 2023, by and among Nukkleus and Brilliant. |
|
Form
8-K |
|
2.2 |
|
November 2, 2023 |
| 3.1 |
|
Amended
and Restated Certificate of Incorporation of Nukkleus Inc. (f/k/a Brilliant Acquisition Corp.) |
|
Form
8-K |
|
3.2 |
|
January
2, 2024 |
| 3.2 |
|
Bylaws
of Nukkleus Inc. |
|
Form
8-K |
|
3.3 |
|
January
2, 2024 |
| 3.3 |
|
Certificate
of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October 11, 2024 |
|
Form
8-K |
|
3.1 |
|
October
18, 2024 |
| 3.4 |
|
Certificate
of Correction to the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October
16, 2024 |
|
Form
8-K |
|
3.2 |
|
October
18, 2024 |
| 3.5 |
|
Certificate
of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated October 18, 2024 |
|
Form
8-K |
|
3.3 |
|
October
18, 2024 |
| 3.6 |
|
Amended
and Restated Bylaws |
|
Form
8-K |
|
3.1 |
|
November
12, 2024 |
| 3.7 |
|
Certificate
of Designation, Rights, Preferences and Limitations of Series A Convertible Preferred Stock |
|
Form
8-K |
|
3.1 |
|
September
5, 2025 |
| 3.8 |
|
Certificate
of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated February 2, 2026 |
|
Form
8-K |
|
3.8.2 |
|
February
9, 2026 |
| 3.9 |
|
Certificate
of Correction to the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated February
3, 2026 |
|
Form
8-K |
|
3.8.1 |
|
February
9, 2026 |
| 4.1 |
|
Senior
Unsecured Promissory Note dated June 11, 2024 issued to X Group Fund of Funds |
|
Form
8-K |
|
4.1 |
|
June
17, 2024 |
| 4.2 |
|
Common
Stock Purchase Warrant issued to X Group Fund of Funds |
|
Form
8-K |
|
4.2 |
|
June
17, 2024 |
| 4.3 |
|
Senior
Unsecured Promissory Note dated August 1, 2024 issued to East Asia Technology Investments Limited |
|
Form
8-K |
|
4.1 |
|
August
5, 2024 |
| 4.4 |
|
Common
Stock Purchase Warrant issued to East Asia Technology Investments Limited |
|
Form
8-K |
|
4.2 |
|
August
5, 2024 |
| 4.5 |
|
Form
of Senior Unsecured Promissory Note dated September 10, 2024 issued to X Group Fund of Funds |
|
Form
8-K |
|
4.1 |
|
September 12, 2024 |
| 4.6 |
|
Form
of Warrant – December 2024 |
|
Form
8-K |
|
4.1 |
|
December
20, 2024 |
| 4.7 |
|
Form
of Pre-Funded Common Stock Purchase Warrant – December 2024 |
|
Form
8-K |
|
4.2 |
|
December
20, 2024 |
| 4.8 |
|
Description
of Securities |
|
Form
10-KT |
|
4.8 |
|
May
8, 2025 |
| 4.9 |
|
Warrant
issued as of August 28, 2025 |
|
Form
8-K |
|
4.1 |
|
August
29, 2025 |
| 4.10 |
|
Warrant
issued as of August 28, 2025 |
|
Form
8-K |
|
4.2 |
|
August
29, 2025 |
| 4.11 |
|
Form
of Warrant |
|
Form
8-K |
|
4.1 |
|
September
5, 2025 |
| 4.12 |
|
Form
of Pre-Funded Common Stock Purchase Warrant |
|
Form
8-K |
|
4.2 |
|
September
5, 2025 |
| 4.13 |
|
Secured
Promissory Note, dated December 30, 2025, issued by Nukkleus Inc. in favor of Arie Shafir |
|
Form
8-K |
|
4.1 |
|
December
30, 2025 |
| 4.14 |
|
Form
of Warrant to Purchase Common Stock (Star 26) |
|
Form
8-K |
|
4.13 |
|
January
13, 2026 |
| 4.15 |
|
Investment
Note, dated January 12, 2026, issued by Nukkleus Inc. to Star 26 Capital Inc. |
|
Form
8-K |
|
4.14 |
|
January
13, 2026 |
| 4.16 |
|
Form
of Three-Month Promissory Note (Star 26) |
|
Form
8-K |
|
4.15 |
|
January
13, 2026 |
| 4.17 |
|
Form
of Six-Month Promissory Note (Star 26) |
|
Form
8-K |
|
4.16 |
|
January
13, 2026 |
| 4.18 |
|
Convertible
Note, dated January 15, 2026 |
|
Form
8-K |
|
4.17 |
|
January
16, 2026 |
| 5.1 |
|
Opinion
of McDermott Will & Schulte LLP |
|
|
|
|
|
|
| 10.1* |
|
Nukkleus
2023 Equity Plan. |
|
Form
8-K |
|
10.1 |
|
January
2, 2024 |
| 10.2 |
|
Form
of Registration Rights Agreement by and among Nukkleus, Brilliant and certain stockholders. |
|
Form
8-K |
|
10.3 |
|
June
26, 2023 |
| 10.3 |
|
Form
of Lock-Up Agreement by and among Nukkleus, Brilliant and certain stockholders. |
|
Form
8-K |
|
10.2 |
|
June
26, 2023 |
| 10.4 |
|
General
Service Agreement between Nukkleus Limited and FML Malta Limited dated May 24, 2016 |
|
Form
10-K |
|
10.4 |
|
July
12, 2024 |
| 10.5 |
|
General
Service Agreement between Nukkleus Limited and FXDirectDealer LLC dated May 24, 2016 |
|
Form
10-K |
|
10.5 |
|
July
12, 2024 |
| 10.6 |
|
Amendment
No. 1 dated June 3, 2016 to the General Service Agreement between Nukkleus Limited and FXDD Trading Limited |
|
Form
10-K |
|
10.6 |
|
July
12, 2024 |
| 10.7 |
|
Amendment
dated October 17, 2017 of that certain General Service Agreement between Nukkleus Limited and FML Malta Limited |
|
Form
10-K |
|
10.7 |
|
July
12, 2024 |
| 10.8 |
|
Letter
Agreement entered between FML Malta Ltd., FXDD Malta Limited and Nukkleus Limited |
|
Form
10-K |
|
10.8 |
|
July
12, 2024 |
| 10.9 |
|
Settlement
Agreement and Stipulation dated May 28, 2024 by and between Nukkleus Inc. and Silverback Capital Corporation |
|
Form
8-K |
|
10.1 |
|
June
4, 2024 |
| 10.10 |
|
Restructuring
Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds |
|
Form
8-K |
|
10.1 |
|
June
17, 2024 |
| 10.11 |
|
Voting
Agreement dated June 11, 2024 between Nukkleus Inc. and X Group Fund of Funds |
|
Form
8-K |
|
10.2 |
|
June
17, 2024 |
| 10.12 |
|
Release
Agreement between Nukkleus Inc., Triton Capital Markets Ltd. and FXDirectDealer LLC dated September 30, 2024 |
|
Form
8-K |
|
10.1 |
|
October
4, 2024 |
| 10.13 |
|
Form
of Exit and Settlement Agreement dated November 8, 2024 |
|
Form
8-K |
|
10.1 |
|
November
12, 2024 |
| 10.14 |
|
Securities
Purchase Agreement dated November 8, 2024 |
|
Form
8-K |
|
10.2 |
|
November
12, 2024 |
| 10.15 |
|
Conversion
Agreement entered with X Group Fund of Funds dated November 8, 2024 |
|
Form
8-K |
|
10.3 |
|
November
12, 2024 |
| 10.16 |
|
Settlement
Agreement and Release among Nukkleus Inc., Jamal Khurshid and Match Financial Limited dated November 8, 2024 |
|
Form
8-K |
|
10.4 |
|
November 12, 2024 |
| 10.17 |
|
Letter
Agreement between Nukkleus Inc. and X Group Fund of Funds dated November 14, 2024 |
|
Form
8-K |
|
10.1 |
|
November
15, 2024 |
| 10.18 |
|
Securities
Purchase Agreement dated November 19, 2024 |
|
Form
8-K |
|
10.1 |
|
November
22, 2024 |
| 10.19 |
|
Standby
Equity Distribution Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. |
|
Form
8-K |
|
10.1 |
|
December
6, 2024 |
| 10.20 |
|
Form
of Convertible Promissory Notes issued to YA II PN, Ltd. |
|
Form
8-K |
|
10.2 |
|
December
6, 2024 |
| 10.21 |
|
Registration
Rights Agreement dated December 3, 2024 between Nukkleus Inc. and YA II PN, Ltd. |
|
Form
8-K |
|
10.3 |
|
December
6, 2024 |
| 10.22# |
|
Securities
Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital Inc. and the representative
of such shareholders, dated December 15, 2024 |
|
Form
8-K |
|
10.1 |
|
December
17, 2024 |
| 10.23# |
|
Form
of Securities Purchase Agreement dated December 18, 2024 between Nukkleus Inc. and the purchasers identified therein |
|
Form
8-K |
|
10.1 |
|
December
20, 2024 |
| 10.24 |
|
Form
of Registration Rights Agreement – December 2024 |
|
Form
8-K |
|
10.2 |
|
December
20, 2024 |
| 10.25 |
|
Placement
Agent Agency Agreement dated December 18, 2024 between Nukkleus Inc. and Dawson James Securities Inc. |
|
Form
8-K |
|
10.3 |
|
December
20, 2024 |
| 10.26 |
|
Termination
Agreement entered between Nukkleus Inc. and YA II PN Ltd dated December 19, 2024 |
|
Form
8-K |
|
10.4 |
|
December
20, 2024 |
| 10.27 |
|
Amendment
No. 1 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital
Inc. and the representative of such shareholders, dated February 11, 2025 |
|
Form
8-K |
|
10.2 |
|
February
14, 2025 |
| 10.28* |
|
Nukkleus
Inc. 2024 Equity Incentive Plan |
|
Form
10-KT |
|
10.27 |
|
May
8, 2025 |
| 10.29 |
|
Amendment
No. 2 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital
Inc. and the representative of such shareholders, dated May 13, 2025 |
|
Form
8-K |
|
10.1 |
|
May
14, 2025 |
| 10.30 |
|
Promissory
Note issued by Star 26 Capital Inc. dated May 13, 2025 |
|
Form
8-K |
|
10.2 |
|
May
14, 2025 |
| 10.31 |
|
Amendment
No. 3 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital
Inc. and the representative of such shareholders, dated June 15, 2025 |
|
Form
S-1/A |
|
10.31 |
|
June
18, 2025 |
| 10.32 |
|
Amendment
No. 4 to the Securities Purchase Agreement and Call between Nukkleus Inc. Star 26 Capital Inc., the shareholders of Star 26 Capital
Inc. and the representative of such shareholders, dated July 25, 2025 |
|
Form
8-K |
|
10.1 |
|
July
25, 2025 |
| 10.33 |
|
Mutual
Release Agreement dated June 19, 2025 between Nukkleus Inc., East Asia Technology Investments Ltd. and PALM Global Technologies Limited |
|
Form
S-1/A |
|
10.33 |
|
July
29, 2025 |
| 10.34 |
|
Warrant
Agreement dated July 30, 2025 issued by Synthetic Darwin LLC to Nukkleus Inc. |
|
Form
8-K |
|
10.1 |
|
July
31, 2025 |
| 10.35 |
|
Exclusive
Distribution Agreement dated August 20, 2025, between Nukkleus Inc. and Blade Ranger Ltd. |
|
Form
8-K |
|
10.1 |
|
August
25, 2025 |
| 10.36 |
|
Joint
Venture Agreement dated August 28, 2025, between Nukkleus Inc. and Mandragola Aviation Ltd. |
|
Form
8-K |
|
10.1 |
|
August
29, 2025 |
| 10.37 |
|
Stock
Purchase Agreement dated September 1, 2025, by and among Nukkleus Inc., Nukk Picolo Ltd., Tiltan Software Engineering Ltd., and Arie
Shafir. |
|
Form
8-K |
|
10.1 |
|
September
2, 2025 |
| 10.38# |
|
Form
of Securities Purchase Agreement dated September 4, 2025, between Nukkleus Inc. and the purchasers identified therein |
|
Form
8-K |
|
10.1 |
|
September
5, 2025 |
| 10.39 |
|
Form
of Registration Rights Agreement, dated September 4, 2025, between Nukkleus Inc. and the signatories identified therein |
|
Form
8-K |
|
10.2 |
|
September
5, 2025 |
| 10.40 |
|
Placement
Agent Agency Agreement dated September 4, 2025 between Nukkleus Inc. and Dawson James Securities Inc. |
|
Form
8-K |
|
10.3 |
|
September
5, 2025 |
| 10.41 |
|
Amended
and Restated Securities Purchase Agreement and Call Option dated as of September 15, 2025 by and among Nukkleus Inc. Star 26 Capital
Inc., the shareholders of Star 26 Capital Inc. and Menachem Shalom, the representative of such shareholders |
|
Form
8-K |
|
10.1 |
|
September
16, 2025 |
| 10.42 |
|
Common
Stock Purchase Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC |
|
Form
8-K |
|
10.1 |
|
September
19, 2025 |
| 10.43 |
|
Registration
Rights Agreement dated as of September 19, 2025 between Nukkleus Inc. and Esousa Group Holdings, LLC |
|
Form
8-K |
|
10.2 |
|
September
19, 2025 |
| 10.44 |
|
Amendment
to Stock Purchase Agreement, dated December 30, 2025, by and among Nukkleus Inc., Nukk Picolo Ltd., Tiltan Software Engineering Ltd.,
and Arie Shafir |
|
Form
8-K |
|
10.1 |
|
December
30, 2025 |
| 10.45 |
|
Pledge
Agreement, dated December 30, 2025, by and between Nukk Picolo Ltd. and Arie Shafir |
|
Form
8-K |
|
10.2 |
|
December
30, 2025 |
| 10.46 |
|
Escrow
Agreement, dated December 30, 2025, by and among Nukkleus Inc., Arie Shafir and Adv. Lior Hinkus, as escrow agent. |
|
Form
8-K |
|
10.3 |
|
December
30, 2025 |
| 10.47 |
|
Assignment
from Star 26 Capital, Inc. to each of the shareholders, dated January 12, 2026 |
|
Form
8-K |
|
10.44 |
|
January
13, 2026 |
| 10.48 |
|
Stock
Purchase Agreement dated January 15, 2026 between Nukkleus Inc. and Elad Defense LLC |
|
Form
8-K |
|
10.45 |
|
January
16, 2026 |
| 10.49* |
|
Nukkleus
Inc. 2025 Equity Incentive Plan |
|
Form
S-8 |
|
10.1 |
|
November
25, 2025 |
| 10.50 |
|
Translation
of the Agreement dated June 8, 2025, by and among Star Twenty Six Ltd., I.T.S. Industrial Techno-logic solutions Ltd., and Gera Eron. |
|
Form 8-K |
|
10.50 |
|
February 17, 2026 |
| 14.1 |
|
Code
of Ethics |
|
Form
10-KT |
|
14.1 |
|
May
8, 2025 |
| 19.1 |
|
Insider
Trading Policy |
|
Form
10-K/A |
|
19.1 |
|
April
14, 2025 |
| 21.1 |
|
List
of Subsidiaries |
|
Form S-1 |
|
21.1 |
|
February 11, 2026 |
| 23.1 |
|
Consent of Green Growth CPA |
|
Form S-1 |
|
23.1 |
|
June 4, 2026 |
| 23.2 |
|
Consent
of McDermott Will & Schulte LLP (included in Exhibit 5.1) |
|
|
|
|
|
|
| 23.3 |
|
Consent of KPMG Somekh Chaikin |
|
Form S-1 |
|
23.3 |
|
June 4, 2026 |
| 97.1 |
|
Policy
for the Recovery of Erroneously Awarded Compensation adopted April 8, 2025 |
|
Form
10-K/A |
|
97.1 |
|
April
14, 2025 |
| 99.1 |
|
Policy
on Granting Equity Awards |
|
Form
10-KT |
|
99.1 |
|
May
8, 2025 |
| 107 |
|
Filing
Fee Table |
|
Form S-1 |
|
107 |
|
June 4, 2026 |
| * |
Indicates management contract
or compensatory plan or arrangement. |
| # |
Certain of the exhibits
and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy
of all omitted exhibits and schedules to the SEC upon its request. |
(b) Financial Statement Schedules
See the Index to Financial
Statements included on page F-1 for a list of the financial statements included in this prospectus.
ITEM 17. UNDERTAKINGS
The undersigned registrant
hereby undertakes:
(a) (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however, that:
(B) Paragraphs (a)(1)(i),
(ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(b) The registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Tel Aviv, Israel on June 25, 2026.
| |
T3 DEFENSE INC. |
| |
|
|
| |
By: |
/s Menachem Shalom |
| |
|
Menachem Shalom |
| |
|
Chief Executive Officer
(Principal Executive Officer) |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities
and on the dates indicated below.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Menachem Shalom |
|
Chief Executive Officer
and Director |
|
June 25, 2026 |
| Menachem Shalom |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Roy Cohen |
|
Chief Financial Officer |
|
June 25, 2026 |
| Roy Cohen |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Shiran Fridman |
|
Director |
|
June 25, 2026 |
| Shiran Fridman |
|
|
|
|
| |
|
|
|
|
| /s/ Tomer Nagar |
|
Director |
|
June 25, 2026 |
| Tomer Nagar |
|
|
|
|
| |
|
|
|
|
| /s/ Asaf Nachum |
|
Director |
|
June 25, 2026 |
| Asaf Nachum |
|
|
|
|
