false
0001787518
0001787518
2026-09-10
2026-09-10
0001787518
DFNS:CommonStock0.0001ParValuePerShareMember
2026-09-10
2026-09-10
0001787518
DFNS:WarrantsEachWarrantExercisableForOneShareOfCommonStockFor11500.00PerShareMember
2026-09-10
2026-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 10, 2026
T3
DEFENSE INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39341 |
|
38-3912845 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
575
Fifth Avenue, 14th Floor
New
York, New York 10017
(Address
of principal executive offices)
212-791-4663
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.0001 par
value per share |
|
DFNS |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each warrant exercisable
for one Share of Common Stock for $11,500.00 per share |
|
DFNSW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act.
Item 8.01 Other Events.
On September 10, 2026, T3 Defense Inc. issued
a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 8.01,
including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by T3 Defense Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
T3 DEFENSE INC. |
| |
|
|
| Date: September 10, 2026 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1

T3 Defense wins $1.3 Million Power-Generation
Order for European Air-Defense Production
Order from a leading Israeli defense prime,
supports a European production line for a critical air-defense system
NEW YORK and NETANYA, Israel, September 10,
2026 -- T3 Defense Inc. (Nasdaq: DFNS) (“T3 Defense” or the “Company”), a defense company that acquires and
operates mission-critical defense businesses involved in national security programs, today announced that its wholly owned subsidiary,
Rimon Agencies Ltd. (“Rimon”), has received a purchase order valued at approximately $1.3 million from a leading
Israeli defense prime contractor. Rimon will supply engineered power-generation systems for a European production line supporting a critical
air-defense system.

The equipment will be built and configured to
the prime contractor’s specifications and the requirements of serial defense production, with deliveries scheduled for the customer’s
European production facility.
This order is the first Rimon purchase order tied
to European air-defense production activity, demonstrating demand for its engineered power-generation systems in a critical defense-production
environment.
“Europe’s continued investment in
layered air defense would create demand for the sub-systems our businesses provide,” said Menny Shalom, Chairman and Chief Executive
Officer of T3 Defense. “This order from a leading Israeli prime contractor is a tangible example of that demand. Rimon has been
selected to supply power-generation systems for a critical air-defense production line in Europe, reinforcing the strategic relevance
of the portfolio we have assembled, and it opens a path for Rimon into the European air-defense supply chain, where we see multi-year,
program-driven demand for exactly this class of hardware.”
“This is a production-line order, not a
one-off delivery, that reflects Rimon’s engineering and manufacturing capabilities and established record supporting Israel’s
most demanding customers,” said Itamar Shimoni, Chief Executive Officer of Rimon. “Power generation is where Rimon started,
and supplying it into a European defense production environment is a significant step in the expansion of our footprint beyond Israel.
We are preparing for the initial delivery phase while continuing to evaluate and invest in building the capacity required to support additional
volume from this customer and others.”
Portfolio Context
T3 Defense continues to position its operating
subsidiaries, including Rimon, Positech, Tiltan, ITS, and Nimbus across the mission-critical hardware and systems used in defense and
counter-drone programs. The Company’s portfolio spans launcher systems, tactical mobility, power generation, positioning and navigation,
command-and-control, and training and simulation capabilities that support the deployment, operation and sustainment of layered defense
architectures.
Rimon’s recent performance reflects growing
demand for its capabilities. As of July 31, 2026, Rimon had generated approximately $5.25 million in year-to-date revenue, already exceeding
its full-year 2025 revenue of $4.6 million. As of the same date, Rimon had approximately $2.1 million in backlog scheduled for delivery
through year-end. The new order has been added to that backlog.
Through its subsidiaries, T3 Defense seeks to
serve defense customers and prime contractors in Israel, Europe and other allied markets, where modernization, readiness and force-protection
requirements are driving demand for these categories of equipment and support.
About Rimon
Rimon is a bespoke engineering and systems integration
company that develops mission-ready infrastructure platforms for defense, homeland security, and emergency response operations. The company
imports, distributes, and upgrades mobile power systems, elevated sensor masts, and builds integrated mission vehicles that support surveillance,
communications, and command systems operating in environments where permanent infrastructure is unavailable. By engineering systems around
real operational requirements, Rimon enables critical technologies to be deployed rapidly and operate reliably in demanding field conditions.
About T3 Defense Inc.
T3 Defense Inc. (Nasdaq: DFNS) is a defense company
that acquires and operates mission-critical defense businesses involved in national security programs. It focuses on manufacturers with
strong customer relationships and solid order backlogs, often capacity- and resource-constrained, in specialized areas such as drones
and autonomous vehicles, counter-drone systems, advanced manufacturing, tactical robotics, and AI software and system integration. Through
disciplined acquisitions, centralized capital and strategy, and decentralized day-to-day operations, T3 Defense aims to strengthen essential
defense capabilities and build long-term value. For more information, visit www.t3dfns.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements
regarding the anticipated timing, phasing and completion of deliveries under the order described herein; the recognition of revenue from
such order; the potential for follow-on, recurring or additional orders from the customer or other parties; European air- and missile-defense
demand and procurement trends; the potential for Rimon or the Company’s other subsidiaries to qualify into or participate in European
defense supply chains; Rimon’s operational expansion plans; and the Company’s growth and acquisition strategy. These statements
are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied, including: the risk that the order is modified, delayed, reduced
or cancelled by the customer; customer acceptance, testing and qualification requirements; export-control, licensing, local-content and
shipping requirements applicable to deliveries to Europe; the risk that a single order is not indicative of future orders or of participation
in any broader program; dependence on a limited number of defense prime contractors and customer concentration; defense program funding,
procurement timing and the pace of European production activity; manufacturing execution, capacity and supply-chain risks, including the
availability of components; the risk that backlog does not convert into revenue; competitive and geopolitical conditions, including conditions
in Israel and in Europe; the Company’s liquidity and capital resources; the Company’s ability to maintain compliance with
Nasdaq listing requirements; the integration of acquired businesses; and other risks described in the Company’s filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise
them, except as required by law.
Contact Us:
T3 Defense Inc.
575 5th Avenue
New York, NY 10017
contact@t3dfns.com
www.t3dfns.com
Rimon
Chen Ganzer
chen.ganzer@rimon1.com
Investor Relations
The Equity Group Inc.
Lena Cati
lena.cati@theequitygroup.com
+1 212 836-9611
Val Ferraro
val.ferraro@theequitygroup.com
+1 212 836-9633