T3 Defense Inc. (DFNSW) SEC Filings

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. (DFNS) reported that on August 28, 2026 it entered into a Cancellation Agreement with Project 35 Ltd. and X S.A. Security and Defense Ltd. Under this agreement, the 60% equity interest in Project 35 previously acquired by T3 Defense was returned to the seller.

In exchange, the seller returned 168,479 shares of T3 Defense common stock and a $1,250,000 note bearing 12% interest and maturing July 5, 2027, which has now been cancelled. The parties released each other from liabilities related to the terminated acquisition, including T3 Defense’s obligation to fund Project 35, and may explore alternative transactions such as a joint venture or product purchases.

T3 Defense also disclosed that shares issued and outstanding increased from 1,663,806 as of August 14, 2026 to 3,008,775, following the aggregate issuance of 1,344,969 shares through an S-8 plan, conversions of Series B Convertible Preferred Shares, and exercises of common and pre-funded warrants.

T3 Defense Inc. (DFNS) reported that on August 20, 2026 it received a notice from Nasdaq’s Listing Qualifications Staff that it is not in compliance with Nasdaq Listing Rule 5450(b)(1)(A), which requires minimum stockholders’ equity of $10,000,000 for continued listing on the Nasdaq Global Market.

Based on its Form 10-Q for the period ended June 30, 2026, T3 Defense’s stockholders’ equity fell from $42,523,000 as of March 31, 2026 to negative $19,659,000 as of June 30, 2026. Management attributes this swing primarily to outstanding warrants from a $10 million February 2026 private placement, whose entire proceeds were allocated to a Common Warrants liability.

For the six and three months ended June 30, 2026, the company recognized a loss from change in fair value of this Common Warrant liability of approximately $98,958 thousand and $80,884 thousand, respectively, as the liability increased from about $25,429 thousand at initial recognition to $124,387 thousand as of June 30, 2026 and $43,503 thousand as of March 31, 2026. T3 Defense has 45 days (until October 5, 2026) to submit a compliance plan. The notice has no immediate effect on trading, and DFNS will continue to trade on the Nasdaq Global Market while the company evaluates options and prepares its plan, though a delisting determination could follow if compliance is not regained.

T3 Defense Inc. (DFNS) reported its first meaningful defense revenues while posting a very large accounting loss for the six months ended June 30, 2026. Revenue was $7.6 million versus none a year earlier, generating gross profit of $1.4 million, but a net loss attributable to stockholders of $109.6 million, driven mainly by a $102.2 million non‑cash increase in stock purchase warrant liabilities.

Total assets were $316.0 million, including $175.9 million of SPAC trust assets and $99.0 million of goodwill, against total liabilities of $159.8 million and a stockholders’ deficit of $19.7 million. Operating cash outflow was $9.9 million, partially funded by $15.4 million of net financing inflows, including a $10 million private placement and draws under an equity line of credit. Management acknowledges significant liquidity pressure but concludes that existing cash, the ELOC, cash‑generating Israeli subsidiaries, and cost‑reduction plans collectively alleviate substantial doubt about continuing as a going concern.

T3 Defense Inc. reported that on August 17, 2026 it received a written notice from Nasdaq confirming that the company has regained compliance with the minimum bid price requirement under Listing Rule 5450(a)(1). Nasdaq determined that for the 10 consecutive business days from August 3, 2026 to August 14, 2026, the closing bid price of T3 Defense’s common stock was $1.00 per share or greater, curing the prior deficiency.

The company had previously been notified that its common stock failed to maintain a minimum bid price of $1.00 over 30 consecutive business days, placing its listing at risk. Following Nasdaq’s latest determination, T3 Defense believes it now meets all applicable Nasdaq listing requirements, reducing immediate delisting risk for its common stock, which trades under the symbol DFNS.

T3 Defense Inc. notified that it will file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 after the deadline. The company states that, due to the geopolitical and security situation in Israel, it needs additional time to complete certain disclosures and analyses, and it intends to file within the five-calendar-day extension permitted under Rule 12b-25.

For the June 30, 2026 quarter, T3 Defense anticipates reporting approximately $3,996,000 in revenues and a net loss from operations of approximately $81,430,000, compared with no revenues and net income from operations of approximately $3,019,000 for the same period in 2025. A detailed discussion of these results is expected in the forthcoming Form 10-Q.

T3 Defense Inc. held its 2026 annual meeting of stockholders on August 5, 2026. As of the July 9, 2026 record date, 126,311,902 shares of common stock were outstanding, with 66,928,688 shares present or represented by proxy, constituting a quorum. These figures do not reflect the 1:125 reverse stock split effective July 20, 2026.

Stockholders elected all four director nominees to serve until the next annual meeting and ratified Somekh Chaikin, a member firm of KPMG International, as independent external auditors for the year ending December 31, 2026, with 64,462,132 votes for, 2,078,731 against and 487,815 abstentions.

Stockholders also approved the 2026 Evergreen Equity Incentive Plan, with 41,649,539 votes for and 3,602,360 against. The plan includes an initial authorization of 176,000 post-split shares of common stock for issuance, with the share reserve to increase 8% annually.

X S.E. Security and Defense Ltd. and Elad Shohat report beneficial ownership of 168,479 shares of T3 Defense Inc. common stock, representing 16.67% of the outstanding shares. They hold sole voting and dispositive power over these shares.

The shares were issued in exchange for 60 ordinary shares of Project 35 Ltd. (60% of its equity), a $1,250,000 promissory note from T3 Defense, and T3 Defense’s assumption of a $2,500,000 investment undertaking toward Project 35 Ltd. Total T3 Defense common stock outstanding was 1,010,495 shares as of July 6, 2026, reflecting a 1:125 reverse split effective July 20, 2026.

The investors describe their position as for investment purposes, may discuss additional equity transactions involving another asset they hold, and may buy or sell shares or engage with T3 Defense’s management and board on business, strategy, or governance.