T3 Defense Inc. agreed to acquire all issued and outstanding shares of KeepZone AI Inc. from Nexera Technologies Ltd. for an aggregate purchase price of $1,000,000, payable at closing in common stock and, if needed, pre-funded warrants. The agreement states a 4.99% beneficial ownership limitation; the accompanying press release states 4.9%. T3 Defense is not obligated to register the consideration shares for resale.
Nexera may receive a cash earn-out equal to 50% of KeepZone’s standalone net profit over 24 months, calculated on the first $10,000,000 of profit and capped at $5,000,000. On the 181st day after closing, additional shares are required only if Nexera still holds consideration shares, no resale registration statement covering them is effective, and T3 Defense’s Nasdaq trading price is below the closing-date reference price; the additional issuance must bring the market value of consideration shares issued to Nexera to $1,000,000. Closing is subject to customary conditions, including third-party consents and regulatory and Nasdaq requirements, and is expected on the second business day after satisfaction or waiver. Either party may terminate if closing has not occurred within 60 days after signing, subject to exceptions.
T3 Defense Inc. (DFNS) says it believes it has regained compliance with Nasdaq’s $10 million stockholders’ equity requirement after holders exercised approximately 96% of outstanding warrants as of September 30, 2026. The common warrants, issued in a $20 million private placement on February 24, 2026, were classified as liabilities and remeasured at fair value each reporting quarter. The reported warrant liability was approximately $24.5 million at December 31, 2025, and approximately $124.4 million at June 30, 2026; reported stockholders’ equity moved from approximately $42.5 million at March 31, 2026, to a deficit of approximately $19.7 million at June 30, 2026.
After giving effect to warrant exercises, the company reported pro forma stockholders’ equity of approximately $99.9 million. T3 Defense has asked Nasdaq to resolve the deficiency and confirm compliance. Nasdaq will continue monitoring; if the company does not evidence compliance in its next periodic report, it may be subject to delisting. The next report is its Form 10-Q for the quarter ending September 30, 2026.
T3 Defense Inc. (DFNS) may offer up to an aggregate of $250,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units, in one or more offerings and in any combination. Specific amounts, prices and terms will be described in prospectus supplements, and the company may not sell securities until the registration statement is effective.
Unless a supplement says otherwise, T3 Defense intends to use any net proceeds for general corporate purposes, including product development and manufacturing, sales and marketing, and working capital. The company says it cannot assure that it will receive proceeds from securities offered under the prospectus. Separately, Series B Preferred Stock automatically converts into common stock or pre-funded warrants on the registration statement’s effective date, whether or not stockholder approval has been obtained.
T3 Defense Inc. (DFNS) filed Amendment No. 2 to its Form S-1 solely to file certain exhibits. The preliminary prospectus and the balance of Part II are unchanged and omitted from this amendment. The exhibit list includes a certificate correction, a call option agreement, a list of subsidiaries, consents and a filing-fee table.
T3 Defense Inc. filed Amendment No. 2 to its Form S-1 solely to submit certain exhibits identified in Part II. The listed materials include corporate charter amendments, financing instruments, transaction agreements, equity plans and related consents. The preliminary prospectus and the balance of Part II are unchanged and omitted from this amendment.
T3 Defense Inc. (DFNS) appointed Shlomo Zakai as chief financial officer, effective October 5, 2026; the Board made the appointment on October 7, 2026. Zakai, 56, has served as CFO of Water IO Ltd., a majority-owned indirect subsidiary of T3 Defense, since June 2026. He previously served as CFO of Duke Robotics Corp. from May 19, 2020, to October 1, 2026, and Save Foods, Inc. from August 2017 to December 2021.
Under a consulting agreement, Zakai will receive $13,000 per month plus VAT. Either party may terminate the agreement on 30 days' prior notice, and T3 Defense may remove him for cause to the extent permitted by applicable law. He will serve at the Board's discretion until a successor is duly appointed and qualified.
T3 Defense Inc. (DFNS) has filed a mixed shelf registration allowing it to offer, from time to time, up to $250,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units. Specific terms, prices and amounts for each issuance will be set in accompanying prospectus supplements.
The company positions itself as a strategic acquirer and operator of Tier 2 and Tier 3 aerospace and defense suppliers and advanced technology businesses in the U.S., Israel and Europe, with emphasis on dual‑use technologies and AI applications. DFNS is both a smaller reporting company and an emerging growth company, which permits reduced disclosure and audit requirements.
The risk discussion highlights very high stock volatility and a 1‑for‑125 reverse stock split effective July 20, 2026, after which the share price traded between $3.70 and $91.00 with widely varying volumes and multiple trading halts. The prospectus also details significant potential dilution from future equity offerings and from outstanding Series B Preferred Stock, which is highly convertible and carries 10,000 votes per share, subject to a 9.9% beneficial‑ownership blocker.
T3 Defense Inc. (DFNS) entered into a new Term Note on September 8, 2026, borrowing $3,000,000 from an institutional lender. The note bears interest at 1% per month and becomes due on the earliest of December 8, 2026, completion of a $10,000,000 Series B Convertible Preferred Stock sale to the same lender, or completion of any other Company financing with at least $3,000,000 in gross proceeds.
The Term Note includes representations, warranties and other provisions the company describes as customary for this type of instrument, and the full agreement is filed as an exhibit.
T3 Defense Inc. (DFNS) reported that its wholly owned subsidiary Rimon Agencies Ltd. received a purchase order of approximately $1.3 million from a leading Israeli defense prime contractor to supply engineered power-generation systems for a European production line supporting a critical air-defense system. This is Rimon’s first order tied to European air-defense production activity, and the company states it opens a path into the European air-defense supply chain. As of July 31, 2026, Rimon had generated $5.25 million in year-to-date revenue, exceeding its full-year 2025 revenue of $4.6 million, and held a backlog of about $2.1 million scheduled for delivery through year-end, to which the new order has been added.
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.