T3 DEFENSE SEC Filings

T3 Defense Inc. reports that II Acquisition Corp., a Cayman Islands SPAC sponsored by an affiliate controlled and majority owned by its wholly-owned subsidiary Nukkleus Defense Technologies Inc., has terminated a non-binding letter of intent for a potential business combination with a payments technology company.

The LOI, signed on March 31, 2026, had outlined a possible transaction in which the SPAC would acquire 100% of the target’s outstanding equity and equity equivalents. On July 12, 2026, the SPAC informed the target that it would not pursue the proposed transaction, and the LOI was terminated effective immediately, leaving in place only certain confidentiality obligations.

T3 Defense Inc. approved a 1-for-50 reverse stock split of its issued and outstanding Common Stock and filed a Certificate of Amendment in Delaware to implement it. The split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026, when the Common Stock will begin trading on a split-adjusted basis on the Nasdaq Global Market under the DFNS symbol.

The stated purpose is to raise the per share bid price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2), once that price is maintained for a minimum of 10 consecutive trading days. Fractional entitlements will be rounded up to the nearest whole share at the participant level, with no cash paid. Authorized capital, par value, and each stockholder’s proportional ownership and voting power remain essentially unchanged, aside from minor effects from fractional share adjustments, and equity awards will be adjusted to reflect the new share count.

T3 Defense Inc. is asking stockholders to vote at its virtual 2026 annual meeting on August 5, 2026. Proposals include electing four directors (CEO Menachem Shalom plus three independent directors), ratifying Somekh Chaikin (a KPMG member firm) as independent external auditor for 2026, and approving a 2026 Evergreen Equity Incentive Plan.

The equity plan would initially reserve 22,000,000 shares of common stock, with an automatic annual increase of up to 8% of the then-available pool for up to ten years, subject to board reduction. As of July 9, 2026, there were 126,311,902 common shares outstanding and 10 shares of Series B Convertible Preferred Stock (10,000 votes each), totaling 126,411,902 votes. CEO Menachem Shalom beneficially owns 14,859,080 common shares (including warrants), or 11.13% of common stock.

The proxy details 2025 director and executive compensation, including Shalom’s 2025 total compensation of $3,967,500 and a new consulting agreement effective January 1, 2026 providing a $60,000 monthly base fee, target cash bonuses, 250,000 shares per quarter (subject to plan availability and stockholder approval), potential relocation grant, and severance protections. It also describes the Star 26 acquisition structure and various related-party financings, as well as audit fees paid to GreenGrowth for 2024–2025.

T3 Defense Inc. has acquired 60% of the outstanding equity capital of Israeli company Project 35, a supplier of unmanned aerial systems and counter‑UAV solutions. In exchange for 60 ordinary shares of Project 35, T3 Defense issued 21,059,871 shares of its common stock and a $1,250,000 promissory note.

The note bears 12% interest and matures on July 5, 2027. T3 Defense also agreed to invest an additional $2,500,000 in Project 35 over the next 12 months. Project 35’s HY-380 interceptor and broader drone and counter‑drone portfolio are already fielded with major Israeli defense organizations and the Israel Ministry of Defense.

T3 Defense Inc. reported results of a special stockholder meeting held on June 24, 2026. Stockholders approved issuing additional common shares upon exercise of certain restricted common stock purchase warrants and upon conversion of Series B Convertible Preferred Stock related to the February 2026 private placement, as required by Nasdaq Listing Rules.

They also approved giving the Board authority, for 18 months, to implement a reverse stock split of common stock at a ratio between one-for-two and one-for-250. As of the May 21, 2026 record date, 60,270,525 common shares were outstanding, with 35,716,531 shares present or represented, forming a 59.26% quorum.

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. postponed its special stockholder meeting, originally set for June 18, 2026, to June 24, 2026 at 12 p.m. Eastern time. The record date and all proposals to be voted on remain unchanged, as previously detailed in proxy statements filed on June 1 and June 16, 2026. The meeting will be held in a virtual format via an online shareholder meeting website.

T3 Defense Inc. reported that on June 12, 2026 it sold 15,187,265 shares of common stock to Esousa Group Holdings, LLC for aggregate gross proceeds of $3,805,929 under a previously declared effective registration statement.

The company and the investor also completed earlier equity line purchases between April 20 and June 4, 2026, bringing total recent share sales under this arrangement to 17,294,784 shares for $4,545,236 in gross proceeds. The investor waived a prohibition on issuing purchase notices for this June 12 transaction, but there is no assurance of future waivers, and further sales under the equity line depend on conditions in a February 24, 2026 Securities Purchase Agreement. As of this report, T3 Defense has 94,832,476 common shares outstanding and 200 shares of Series B Convertible Preferred Stock.

T3 Defense Inc. has identified Cohen Roy as its Chief Financial Officer and a reporting insider. The data show no reportable stock transactions, with zero buys, sells, exercises, gifts, or other trades and no derivative positions listed. This appears to be an initial baseline disclosure of his status rather than an active trading report.