Every S-1 that T3 Defense Inc. (DFNS) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, so if you follow DFNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DFNS filings page.
T3 Defense Inc. seeks to register for resale up to 5,100,000 common shares held by selling stockholders, including up to 1,100,000 shares issuable upon conversion of Series B preferred stock and up to 4,000,000 shares issuable upon exercise of common warrants. The holders may sell only after the registration statement becomes effective. T3 will not receive proceeds from resales; it would receive approximately $15 million if all Common Warrants issued in the February 2026 private placement as of the prospectus date are exercised for cash in full, for working capital and general corporate purposes.
First-tranche Series B preferred stock has a $21.375 conversion price, and first-tranche warrants have a $266.25 exercise price; blockers restrict conversion or exercise that would take a holder and affiliates above 9.9% or 9.99% beneficial ownership, respectively. T3 reported 3,250,296 common shares outstanding as of September 30, 2026. At June 30, 2026, it reported approximately $131 million of negative working capital, including $124 million of warrant liabilities that would not require cash to extinguish, and a $19 million stockholders’ deficit. Management concluded that its plans, considered in aggregate, alleviate substantial doubt about its ability to continue as a going concern.
T3 Defense Inc. is registering up to 10,000,000 common shares for resale by Esousa Group Holdings, LLC. T3 will receive no proceeds from Esousa’s resales. Separately, under the purchase agreement, T3 may sell up to $250,000,000 of common stock to Esousa after the registration statement is effective and other agreement conditions are satisfied; T3 decides whether and when to sell.
The purchase price is 97.5% of the lower of the lowest daily VWAP during the 15 trading days through the purchase date or that date’s closing price, and purchases may not exceed 20% of that day’s Nasdaq trading volume. Common shares outstanding were 3,250,296 as of September 30, 2026.
At June 30, 2026, T3 reported approximately $131 million of negative working capital, including $124 million in warrant liabilities that it says require no cash to extinguish, and a $19 million stockholders’ deficit. For the six months ended June 30, 2026, it reported a $7.2 million net operating loss and $9.8 million net cash used in operations. Management said its plans, in aggregate, alleviate substantial doubt about the company’s ability to continue as a going concern.
T3 Defense Inc. (DFNS) has filed a resale registration for up to 5,100,000 shares of common stock, all to be sold from time to time by selling stockholders. The shares comprise up to 1,100,000 shares issuable upon conversion of Series B Convertible Preferred Stock and up to 4,000,000 shares issuable upon exercise of Common Warrants.
T3 Defense is not selling any shares in this offering and will receive no proceeds from resales, though it would receive up to about $15 million if all registered Common Warrants are exercised for cash. Shares outstanding were 2,840,296 as of August 31, 2026, and would be 7,940,296 if all registered shares are issued, following a 1-for-125 reverse stock split effective July 20, 2026. The company is an emerging growth and smaller reporting company focused on acquiring and operating aerospace and defense businesses.
T3 Defense Inc. (DFNS) filed a resale registration for up to 10,000,000 shares of common stock that may be sold from time to time by Esousa Group Holdings LLC under a committed equity financing facility. T3 is not selling shares in this offering and will not receive proceeds from Esousa’s resales.
Under a September 2025 common stock purchase agreement, T3 may, at its discretion, sell Esousa up to $250 million of common stock after effectiveness of the registration, and has already sold 360,762 purchase shares. As of August 31, 2026, T3 had 2,840,296 shares outstanding, so the 10,000,000 registered shares represent a large potential overhang, alongside prior private placements of $10 million in December 2024, $10 million in September 2025 and $20 million in February 2026 featuring anti-dilution protections.
The company discloses substantial risks: audited financials were prepared on a going concern basis with negative working capital of about $131 million and stockholders’ deficit of $19 million as of June 30, 2026, heavy reliance on Esousa financings, complex preferred stock and warrant structures that may drive continued dilution, and risk of failing Nasdaq equity listing requirements as it pivots from fintech into aerospace and defense.
T3 Defense Inc. filed Amendment No. 1 to its Registration Statement on Form S-1. The amendment is limited in scope and is being used solely to add and update exhibits listed in Item 16, such as merger agreements, financing notes, equity plans, governance policies and consents.
The preliminary prospectus and the rest of Part II of the registration statement remain unchanged and are omitted from this amendment. The amendment is signed on behalf of the company by Chief Executive Officer Menachem Shalom in Tel Aviv, Israel, with signatures also from the Chief Financial Officer and three directors.
T3 Defense Inc. has filed a resale registration covering up to 30,000,000 shares of common stock, including 26,666,667 shares issuable upon conversion of Series B Convertible Preferred Stock and 3,333,333 shares issuable upon exercise of Common Warrants. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from these resales.
The company would receive cash only if the Common Warrants are exercised for cash, with potential proceeds of about $15 million earmarked for working capital and general corporate purposes. Shares outstanding were 68,270,525 as of May 29, 2026, and would be 98,270,525 assuming full conversion and exercise. Extensive risk disclosures highlight substantial potential dilution, complex anti-dilution and blocker provisions, going concern pressures, a high‑risk pivot from fintech to defense, dependence on Israeli operations amid active conflict, and challenges around export controls, security clearances, and intense defense‑industry competition.