DEFSEC Technologies (DFSC) sells 1,951,219 shares and 5‑year warrants

Rhea-AI Filing Summary

DEFSEC Technologies Inc. (DFSC) completed a private placement of equity securities. The company issued and sold 1,951,219 Common Shares (or Pre-funded Warrants) at CAD$2.84 (US$2.05) per security, together with Common Share purchase warrants to buy up to an additional 1,951,219 Common Shares.

Each Common Warrant is immediately exercisable at CAD$3.30 per share for 60 months, and each Pre-funded Warrant is immediately exercisable at CAD$0.001 per share. The transaction generated aggregate gross proceeds of approximately CAD$5.54 million (US$4.0 million), before fees and expenses.

H.C. Wainwright & Co. acted as exclusive placement agent, receiving a 7.5% cash fee on gross proceeds and Placement Agent Warrants equal to 7.5% of the securities sold, exercisable at CAD$3.55 per share for 60 months. DEFSEC plans to use net proceeds for business and market development, intellectual property protection and registrations, and general working capital, and has agreed to file registration statements to cover resale of the unregistered securities.

Filing Explained

The completed financing also creates potential dilution beyond the securities already issued: the common and placement-agent warrants can add shares if exercised, reducing existing holders’ percentage ownership; the filing does not report exercise.

Key Figures

Common Shares / Pre-funded Warrants Sold: 1,951,219 Offering Purchase Price: CAD$2.84 (US$2.05) per Common Share or Pre-funded Warrant Gross Proceeds: CAD$5.54 million (US$4.0 million) +5 more

8 metrics

Common Shares / Pre-funded Warrants Sold 1,951,219 Number of Common Shares (or Pre-funded Warrants) issued in the private placement

Offering Purchase Price CAD$2.84 (US$2.05) per Common Share or Pre-funded Warrant Per-security purchase price in the private placement

Gross Proceeds CAD$5.54 million (US$4.0 million) Aggregate gross proceeds from the private placement before fees and expenses

Common Warrants Issued 1,951,219 Aggregate number of Common Warrants to purchase Common Shares

Common Warrant Exercise Price CAD$3.30 per Common Share Exercise price for each Common Warrant, exercisable for 60 months

Pre-funded Warrant Exercise Price CAD$0.001 per Common Share Nominal exercise price for each Pre-funded Warrant

Placement Agent Cash Fee 7.5% of aggregate gross proceeds Cash fee paid to H.C. Wainwright & Co. at closing

Placement Agent Warrant Exercise Price CAD$3.55 per Common Share Exercise price for Placement Agent Warrants, exercisable for 60 months

Key Terms

Pre-funded Warrant, Common Warrant, Placement Agent Warrants, registration rights agreement, +1 more

5 terms

Pre-funded Warrant financial

"or pre-funded warrants (each a "Pre-funded Warrant") in lieu thereof"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Common Warrant financial

"Common Share purchase warrants to purchase up to an aggregate of 1,951,219 Common Shares (each a "Common Warrant")"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

Placement Agent Warrants financial

"such number of Common Share purchase warrants to purchase a number of Common Shares equal to 7.5% ... (the "Placement Agent Warrants")"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

less-lethal technical

"a new proprietary less-lethal product line branded PARA SHOT™ with application across all segments"

Less-lethal describes weapons, devices or tools designed to stop, restrain or disperse people while aiming to reduce the chance of causing death, examples include tasers, pepper spray, and rubber-bullet systems. It matters to investors because products labeled less-lethal sit at the intersection of law, regulation, public opinion and liability — like choosing a rubber mallet instead of a steel hammer, companies may gain access to large markets but also face tighter rules, reputational risk and potential lawsuits that affect sales and valuation.

FAQ

What did DEFSEC Technologies Inc. (DFSC) announce in this Form 6-K?

DEFSEC announced the closing of a private placement raising approximately CAD$5.54 million in gross proceeds. The financing involved 1,951,219 Common Shares or Pre-funded Warrants plus an equal number of Common Warrants with a 60-month term.

How many securities did DFSC issue in the private placement and at what price?

DEFSEC issued and sold 1,951,219 Common Shares (or Pre-funded Warrants) at CAD$2.84 (US$2.05) per security. Investors also received Common Warrants to purchase up to 1,951,219 additional Common Shares at a premium exercise price.

What are the key terms of the warrants issued by DEFSEC (DFSC)?

Each Common Warrant is immediately exercisable at CAD$3.30 per share for 60 months. Each Pre-funded Warrant is immediately exercisable at a nominal exercise price of CAD$0.001 per share, also delivering one Common Share upon exercise.

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

DEFSEC intends to use net proceeds for business and market development, intellectual property protection and registrations, and general working capital. These uses support commercialization, legal protection of technologies, and ongoing corporate and operating needs.

What compensation did H.C. Wainwright & Co. receive in the DFSC private placement?

H.C. Wainwright & Co. received a 7.5% cash fee on the aggregate gross proceeds and Placement Agent Warrants. The Placement Agent Warrants equal 7.5% of securities sold, exercisable at CAD$3.55 per share for 60 months.

Will the DEFSEC (DFSC) private placement securities be registered for resale in the U.S.?

The securities were issued without registration under the U.S. Securities Act and applicable state laws. Under a registration rights agreement, DEFSEC agreed to file registration statements covering resale of the unregistered securities issued in the offering.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/19/2026 - 06:03 AM Accepted by SEC EDGAR 08/18/2026 - 07:02 PM Learn about SEC filing dates

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 August, 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:	August 18, 2026	By:	/s/ Elisabeth Preston
		Name:	Elisabeth Preston
		Title:	Senior Vice-President and Chief Legal Officer

EXHIBIT INDEX 

99.1 News Release dated August 18, 2026

EXHIBIT 99.1

DEFSEC Technologies Inc. Announces Closing of CDN$5.54 Million Private Placement

OTTAWA, ON, Aug. 18, 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 private placement (the "Offering") for the issuance and sale of 1,951,219 common shares in the capital of the Company, no par value per share (each a "Common Share") (or pre-funded warrants (each a "Pre-funded Warrant") in lieu thereof), at a purchase price of CAD$2.84 (US$2.05) per Common Share (or Pre-funded Warrant in lieu thereof) and Common Share purchase warrants to purchase up to an aggregate of 1,951,219 Common Shares (each a "Common Warrant"). Each Common Warrant is immediately exercisable to acquire one Common Share at an exercise price of CDN$3.30 per Common Share for a period of 60 months following the closing of the Offering. Each Pre-funded Warrant is immediately exercisable to acquire one Common Share at a nominal exercise price of CDN$0.001 per Common Share.

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

The aggregate gross proceeds from the Offering were approximately CDN$5.54 million (approximately US$4.0 million), before deducting placement agent fees and other offering expenses. DEFSEC intends to use the aggregate net proceeds of the Offering for business and market development, intellectual property protection and registrations and general working capital purposes.

As compensation for services rendered, the Company: (i) paid to H.C. Wainwright & Co., at the closing of the Offering, a cash fee equal to 7.5% of the aggregate gross proceeds of the Offering; and (ii) issued to H.C. Wainwright & Co., or its designees, such number of Common Share purchase warrants to purchase a number of Common Shares equal to 7.5% of the sum of Common Shares and Pre-funded Warrants sold in the Offering (the "Placement Agent Warrants"). Each Placement Agent Warrant will be immediately exercisable to acquire one Common Share at an exercise price of CDN$3.55 per Common Share for a period of 60 months following the closing of the Offering. 

The securities offered and sold by DEFSEC in the Offering have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States, or to or for the account or benefit of U.S. persons, absent registration under the Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of the unregistered securities issued in the Offering.

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

About DEFSEC
DEFSEC (TSXV: DFSC and DFSC.WT.U; NASDAQ: DFSC and DFSCW) 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 a new proprietary less-lethal product line branded PARA SHOT™ with application across all segments of the less-lethal market, including law enforcement. The Company is headquartered in Ottawa, Canada.

For more information, please visit https://DEFSECTEC.com/

Forward-Looking Information and 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 words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements in this press release include, but are not limited to, statements regarding the intended use of the net proceeds of the Offering. Such 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 statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances 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 general economic and stock market conditions; loss of markets; and many 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 TSXV nor its respective Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

View original content to download multimedia:https://www.prnewswire.com/news-releases/defsec-technologies-inc-announces-closing-of-cdn5-54-million-private-placement-302854583.html

SOURCE DEFSEC Technologies Inc

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2026/18/c7386.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 18:09e 18-AUG-26

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