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DEFSEC Technologies (NASDAQ: DFSC) sets CAD$2.5M direct share sale with warrants

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Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

DEFSEC Technologies Inc. is raising new equity through a registered direct offering of 673,006 common shares at CAD$3.74 (US$2.63) per share, for expected gross proceeds of about CAD$2.5 million before fees and expenses. In a concurrent private placement, the company will issue unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39 per share, exercisable immediately and expiring five years after issuance. Closing is expected on or about June 26, 2026, subject to customary conditions and TSX Venture Exchange approval. DEFSEC plans to use the net proceeds for working capital and general corporate purposes.

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Insights

DEFSEC raises CAD$2.5M via a small registered direct deal with attached warrants.

DEFSEC Technologies entered definitive agreements to sell 673,006 common shares at CAD$3.74 per share in a registered direct offering, alongside unregistered warrants for another 673,006 shares at CAD$4.39. Gross proceeds are expected to total about CAD$2.5 million.

The transaction is issued off an effective Form F-3 shelf and paired with a concurrent private placement for the warrants, which are immediately exercisable and have a five-year term. The structure provides near-term cash to the company while creating potential future inflows if holders exercise the warrants.

H.C. Wainwright & Co. acts as exclusive placement agent. Closing is expected on or about June 26, 2026, subject to customary conditions and TSX Venture Exchange approval. Proceeds are earmarked for working capital and general corporate purposes; actual impact will depend on execution and capital deployment.

Gross proceeds CAD$2.5 million Expected gross proceeds from registered direct offering
Shares offered 673,006 common shares Registered direct offering size
Offering price CAD$3.74 per share Purchase price in registered direct offering
US$ equivalent price US$2.63 per share US dollar equivalent of offering price
Warrants issued 673,006 warrants Unregistered warrants in concurrent private placement
Warrant exercise price CAD$4.39 per share Exercise price of unregistered warrants
Warrant term 5 years Warrants expire five years after issuance
Expected closing date June 26, 2026 Anticipated closing of offering, subject to conditions
registered direct offering financial
"purchase and sale of 673,006 common shares at a purchase price ... in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"offered by the Company pursuant to a "shelf" registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form F-3 regulatory
"registration statement on Form F-3 (File No. 333-277196)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
unregistered warrants financial
"the Company will issue unregistered warrants to purchase up to 673,006 common shares"
Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.
Regulation D regulatory
"private placement under Section 4(a)(2) of the Securities Act ... and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
forward-looking statements regulatory
"This press release contains "forward-looking statements" and "forward-looking information""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type shelf
Price Range CAD$3.74 per share
Use of Proceeds Working capital and general corporate purposes
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2026.

Commission File Number: 001-41566

 DEFSEC Technologies Inc.
(Exact Name of Registrant as Specified in Charter)

80 Hines Rd, Suite 300, Ottawa, Ontario, K2K 2T8
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

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, thereunto duly authorized.

    DEFSEC TECHNOLOGIES INC.  
    (Registrant)  
         
Date: June 25, 2026 By: /s/ Elisabeth Preston                     
    Name: Elisabeth Preston  
    Title: Senior Vice-President and Chief Legal Officer  

 

 

EXHIBIT INDEX 

99.1 News Release dated June 25, 2026

 

 

EXHIBIT 99.1

 

 

 

 

 

DEFSEC Technologies Announces CAD$2.5 Million Registered Direct Offering

OTTAWA, ON, June 25, 2026 /CNW/ - DEFSEC Technologies Inc. (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCW) ("DEFSEC" or the "Company"), today announced that it has entered into definitive agreements for the purchase and sale of 673,006 common shares at a purchase price of CAD$3.74 (US$2.63) per common share in a registered direct offering. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39 per share that will be immediately exercisable upon issuance and will expire five years following the date of issuance. The closing of the offering is expected to occur on or about June 26, 2026, subject to the satisfaction of customary closing conditions. 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. 

The gross proceeds to the Company from the offering are expected to be approximately CAD$2.5 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. 

The common shares (but not the unregistered warrants and the common shares underlying the unregistered warrants) described above are being offered by the Company pursuant to a "shelf" registration statement on Form F-3 (File No. 333-277196) that was filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 and declared effective by the SEC on March 4, 2024. The offering of the common shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com. 

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the common shares underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying common shares may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and all applicable state securities laws. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 

About DEFSEC

DEFSEC (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCSW) (FSE: 62UA) develops and commercializes breakthrough next-generation tactical systems for military and security forces. The company's current portfolio of offerings includes digitization of tactical forces for real-time shared situational awareness and targeting information from any source (including drones) streamed directly to users' smart devices and weapons. Other DEFSEC products include countermeasures against threats such as electronic detection, lasers and drones. These systems can operate stand-alone or integrate seamlessly with OEM products and battlefield management systems, and all come integrated with TAK. The company also has the established ARWEN® less-lethal munitions platform and a new proprietary less-lethal product line branded PARA SHOTTM with applications across all segments of the less-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada.

For more information, please visit https://www.defsectec.com

Forward-Looking Statements

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws (collectively, "forward-looking statements"), which may be identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking statements contain these terms and phrases. Forward-looking statements made by DEFSEC in this press release include, but are not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds from the offering. Forward-looking statements are provided for the purpose of assisting the reader in understanding us, our business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes. Such forward-looking statements are based on the current expectations of DEFSEC's management and are based on assumptions and subject to risks and uncertainties.

Although DEFSEC's management believes that the assumptions underlying such forward-looking statements are reasonable, they may prove to be incorrect. The forward-looking statements discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting DEFSEC, including, but not limited to: the intended use of proceeds from the Offering; general economic conditions; fluctuations in securities markets; and other factors beyond the control of DEFSEC. Although DEFSEC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and DEFSEC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its respective Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The offering remains subject to the approval of the TSX Venture Exchange. 

View original content to download multimedia:https://www.prnewswire.com/news-releases/defsec-technologies-announces-cad2-5-million-registered-direct-offering-302810108.html

SOURCE DEFSEC Technologies Inc

 

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2026/25/c6553.html

%CIK: 0001889823

For further information: Sean Homuth, President and Chief Executive Officer, homuth@defsectec.com, 613 863-1255; Jennifer Welsh, Chief Financial Officer and Chief Compliance Officer, welsh@defsectec.com, 613 241-1849 ext 102

CO: DEFSEC Technologies Inc

CNW 07:29e 25-JUN-26

Source: View Original Filing on SEC EDGAR

FAQ

What did DEFSEC Technologies (DFSC) announce in this 6-K filing?

DEFSEC Technologies announced a registered direct equity offering. The company agreed to sell 673,006 common shares at CAD$3.74 per share, alongside a concurrent private placement of unregistered warrants, to raise approximately CAD$2.5 million in gross proceeds for working capital and general corporate purposes.

How much capital is DEFSEC Technologies (DFSC) raising in the offering?

DEFSEC expects gross proceeds of about CAD$2.5 million. This comes from selling 673,006 common shares at CAD$3.74 each in a registered direct offering, before deducting placement agent fees and other offering expenses payable by the company.

What are the terms of the new DEFSEC Technologies (DFSC) warrants?

DEFSEC will issue unregistered warrants alongside the share sale. These warrants allow purchase of up to 673,006 common shares at an exercise price of CAD$4.39 per share, are exercisable immediately upon issuance, and will expire five years after the issuance date.

When is the DEFSEC Technologies (DFSC) financing expected to close?

The company expects the offering to close around June 26, 2026. Completion remains subject to satisfaction of customary closing conditions and approval of the TSX Venture Exchange, as noted in the company’s disclosure and forward-looking statements section.

How will DEFSEC Technologies (DFSC) use the net proceeds from this offering?

DEFSEC plans to use the funds for working capital and general corporate purposes. This means supporting day-to-day operations, funding ongoing projects, and maintaining financial flexibility rather than targeting a specific acquisition or single capital project.

Are DEFSEC Technologies (DFSC) warrants in this deal registered with the SEC?

The warrants are being issued as unregistered securities. They are offered in a private placement under Section 4(a)(2) and/or Regulation D, and the warrants plus underlying common shares cannot be sold in the United States without registration or a valid exemption.

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