Every S-1 that T3 DEFENSE (DFNSW) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A S-1 covers the registration statement a company files to sell shares publicly, so if you follow DFNSW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DFNSW filings page.
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. 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.