T3 DEFENSE 8-K Filings

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. 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. 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.

T3 Defense Inc. approved a 1-for-125 reverse stock split of its outstanding common stock, superseding an earlier 1-for-50 ratio previously approved by stockholders on June 24, 2026. A Certificate of Amendment was filed in Delaware on July 15, 2026 to implement the change.

The reverse split becomes effective at 12:01 a.m. Eastern Time on July 20, 2026, when DFNS shares will begin trading on Nasdaq on a split-adjusted basis under the same symbol, with a new CUSIP 67054R302. The move is intended to lift the share price above $1.00 to regain compliance with Nasdaq Listing Rule 5550(a)(2). Fractional shares will be rounded up to the nearest whole share without cash payments, and equity awards will be proportionately adjusted. Authorized capital of 150,000,000 common and 10,000,000 preferred shares and par values remain unchanged, so stockholders' percentage ownership and voting power stay essentially the same aside from minor rounding effects.

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. 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. 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. appointed Roy Cohen as its new Chief Financial Officer, effective June 1, 2026, to serve at the Board’s discretion until a successor is appointed and qualified. Cohen has more than 25 years of financial leadership experience across global public and private companies, including senior roles at NASDAQ-listed businesses and responsibility for consolidated US GAAP reporting and Sarbanes-Oxley compliance.

He will receive monthly compensation of NIS 55,000 through September 2026, rising to NIS 65,000 per month thereafter. The company states he has no relevant related-party transactions, no recent bankruptcy affiliations, and no familial ties to its directors or executive officers.

T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.

The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.

T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.

If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.

The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.

T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.

The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.

T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.

As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.

Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.

T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.

The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.

T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.

The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.

T3 Defense Inc. filed an amended current report to add detailed financial information for its acquisition of 51% of I.T.S. Industrial Techno-Logic Solutions Ltd. (ITS). The filing includes ITS’s audited 2023–2024 financial statements and pro forma combined statements showing how T3 Defense and ITS would look on a combined basis.

ITS generated $8.9 million in 2024 revenue but recorded a net loss and a shareholders’ deficit, and its auditors highlighted substantial doubt about ITS’s ability to continue as a going concern. The pro forma statements also show significant goodwill recorded from the ITS acquisition and illustrate the combined group’s leverage and operating losses.

T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.

Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.

T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.

The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.

T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.

The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.

T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.

T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.

Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.

T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.

The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.

Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.

If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.