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DEFSEC Technologies (NASDAQ: DFSC) closes CAD$2.5M direct share and warrant deal

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Form Type
6-K

Rhea-AI Filing Summary

DEFSEC Technologies Inc. closed a registered direct offering of 673,006 common shares at CAD$3.74 (US$2.63) per share, raising gross proceeds of about CAD$2.5 million. In a concurrent private placement, it issued unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39, exercisable immediately for five years.

H.C. Wainwright & Co. acted as exclusive placement agent, receiving a cash fee of CAD$188,778 and 50,475 common share purchase warrants with a CAD$4.675 exercise price and five-year term. DEFSEC plans to use net proceeds for working capital and general corporate purposes. The offering remains subject to final approval of the TSX Venture Exchange.

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Insights

DEFSEC raises CAD$2.5M via shares and concurrent warrants.

DEFSEC Technologies completed a registered direct sale of 673,006 common shares at CAD$3.74 per share for gross proceeds of about CAD$2.5 million. A concurrent private placement added unregistered warrants for the same number of shares at a CAD$4.39 exercise price, all exercisable for five years.

The company will use net proceeds for working capital and general corporate purposes, indicating a straightforward liquidity boost rather than a targeted acquisition or debt repayment. Transaction costs include a CAD$188,778 cash fee and 50,475 placement-agent warrants with a CAD$4.675 exercise price and five-year term.

The equity and warrant structure introduces potential future share issuance depending on warrant exercises. Actual impact on the share count will depend on market conditions and holder decisions over the five-year life, while the transaction remains subject to final TSX Venture Exchange approval.

Shares sold 673,006 common shares Registered direct offering at CAD$3.74 per share
Share offering price CAD$3.74 (US$2.63) per share Registered direct offering purchase price
Gross proceeds CAD$2.5 million Approximate gross proceeds from registered direct offering
Investor warrant coverage 673,006 warrants Unregistered warrants, exercise price CAD$4.39, five-year term
Placement agent cash fee CAD$188,778 Cash fee paid to H.C. Wainwright & Co.
Placement agent warrants 50,475 warrants at CAD$4.675 Five-year common share purchase warrants to placement agent
registered direct offering financial
"DEFSEC Technologies Announces Closing of CAD$2.5 Million 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
"were 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.
prospectus supplement regulatory
"A final prospectus supplement and accompanying prospectus relating to the registered direct offering were filed"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
unregistered warrants financial
"In a concurrent private placement, the Company issued 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.
Section 4(a)(2) of the Securities Act regulatory
"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Offering Type primary
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 26, 2026 By: /s/ Elisabeth Preston                     
    Name: Elisabeth Preston  
    Title: Senior Vice-President and Chief Legal Officer  

 

 

EXHIBIT INDEX 

99.1 News Release dated June 26, 2026

 

 

EXHIBIT 99.1

 

 

 

 

 

DEFSEC Technologies Announces Closing of CAD$2.5 Million Registered Direct Offering

OTTAWA, ON, June 26, 2026 /CNW/ - DEFSEC Technologies Inc. (TSXV: DFSC) (TSXV: DFSC.WT.U) (NASDAQ: DFSC) (NASDAQ: DFSCW) ("DEFSEC" or the "Company"), today announced the closing of its previously announced registered direct offering 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 concurrent private placement, the Company issued unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39 per share that are immediately exercisable upon issuance and will expire five years following the date of issuance.

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

The gross proceeds to the Company from the offering were 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.

In connection with the offering, the Company paid a cash fee to the placement agent in an amount of CAD$188,778 and issued to the placement agent or its designees 50,475 common share purchase warrants entitling the holder to acquire one common share of the Company for a period of five years from the commencement of sales of the offering at an exercise price of CAD$4.675 per common share.

The common shares (but not the unregistered warrants and the common shares underlying the unregistered warrants) described above were 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 was 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 were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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 were 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 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 final approval of the TSX Venture Exchange.

View original content to download multimedia:https://www.prnewswire.com/news-releases/defsec-technologies-announces-closing-of-cad2-5-million-registered-direct-offering-302812171.html

SOURCE DEFSEC Technologies Inc

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2026/26/c2388.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 13:44e 26-JUN-26

Source: View Original Filing on SEC EDGAR

FAQ

What capital did DEFSEC Technologies (DFSC) raise in the June 2026 offering?

DEFSEC raised approximately CAD$2.5 million in gross proceeds by selling 673,006 common shares at CAD$3.74 each. This capital injection is intended to support working capital and general corporate purposes, enhancing near-term financial flexibility.

What are the key terms of the DEFSEC (DFSC) registered direct offering?

The company sold 673,006 common shares at CAD$3.74 (US$2.63) per share. These shares were issued under an effective Form F-3 shelf registration, with the offering documented through a prospectus and prospectus supplement filed with the SEC.

What warrants were issued alongside DEFSEC Technologies’ June 2026 financing?

DEFSEC issued unregistered warrants to purchase up to 673,006 common shares at an exercise price of CAD$4.39. The warrants are immediately exercisable upon issuance and will expire five years after the issuance date, potentially adding future equity if exercised.

How is DEFSEC Technologies (DFSC) compensating the placement agent for this transaction?

H.C. Wainwright & Co. received a cash fee of CAD$188,778 and 50,475 common share purchase warrants. These warrants have a CAD$4.675 exercise price, are exercisable for five years, and represent additional potential dilution if exercised.

How will DEFSEC Technologies (DFSC) use the proceeds from the registered direct offering?

DEFSEC intends to use the net proceeds from the CAD$2.5 million capital raise for working capital and general corporate purposes. This typically includes funding operations, supporting growth initiatives, and strengthening the balance sheet without a specified acquisition target.

Are the DEFSEC warrants from the June 2026 financing registered under U.S. securities laws?

The investor warrants are unregistered and were issued under Section 4(a)(2) and/or Regulation D of the Securities Act. They, and the underlying shares, cannot be offered or sold in the United States without an effective registration statement or a valid exemption.

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