DEFSEC Technologies (DFSC) prices CAD$2.84 units with 5-year warrants

Rhea-AI Filing Summary

DEFSEC Technologies Inc. announced a private placement financing involving the issuance and sale of 1,951,219 Common Shares (or equivalent 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 after closing, and each Pre-funded Warrant is immediately exercisable at CAD$0.001 per share. Aggregate gross proceeds are expected to be about CAD$5.54 million (US$4.0 million). DEFSEC plans to use the net proceeds for business and market development, intellectual property protection and registrations, and general working capital. Closing is expected on or about August 18, 2026, subject to customary conditions, including TSX Venture Exchange approval.

Filing Explained

The financing is not yet closed, but its shares and warrants could increase the common share count if issued or exercised.

As a Form 6-K, this report furnishes material information published in a foreign private issuer’s home market. DEFSEC has entered definitive agreements for a private placement of 1,951,219 common shares or pre-funded warrants, plus warrants for up to 1,951,219 shares; closing is expected on or about August 18, 2026, subject to conditions including TSXV approval, so the financing is not yet completed. If the shares are issued or the warrants exercised, the total common share count would rise and existing holders’ percentage ownership would fall absent offsetting changes.

The pre-funded warrant alternative is purchased at CAD$2.84 per security and has a nominal CAD$0.001 exercise price. The common warrants are immediately exercisable at CAD$3.30 per share for 60 months after closing. This means the agreed financing includes potential future share issuance beyond the securities delivered at closing, rather than showing that all warrant shares have already been issued.

A private placement is a sale of securities to selected investors outside a public offering. The securities are unregistered in the United States, and the company has agreed to file one or more registration statements covering investor resales; that commitment concerns resale registration and does not state that resale, exercise, or issuance has occurred.

Key Figures

Shares Offered: 1,951,219 Common Shares Offering Price: CAD$2.84 (US$2.05) per Common Share Common Warrants: 1,951,219 Common Warrants +5 more

8 metrics

Shares Offered 1,951,219 Common Shares Common Shares (or Pre-funded Warrants in lieu) to be issued in the private placement

Offering Price CAD$2.84 (US$2.05) per Common Share Purchase price per Common Share or Pre-funded Warrant

Common Warrants 1,951,219 Common Warrants Common Share purchase warrants to buy up to an aggregate of 1,951,219 Common Shares

Warrant Exercise Price CDN$3.30 per Common Share Exercise price of each Common Warrant, immediately exercisable for 60 months after closing

Pre-funded Warrant Exercise Price CDN$0.001 per Common Share Nominal exercise price per Common Share under each Pre-funded Warrant

Gross Proceeds CDN$5.54 million (US$4.0 million) Expected aggregate gross proceeds from the Offering before fees and expenses

Warrant Term 60 months Period following closing during which Common Warrants are exercisable

Expected Closing Date August 18, 2026 Target closing date for the private placement, subject to conditions

Key Terms

private placement, Pre-funded Warrant, Common Warrant, registration rights agreement, +1 more

5 terms

private placement financial

"Common Shares and Common Warrants in a private placement (the "Offering")"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file"

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.

Securities Act of 1933 regulatory

"have not been registered under the United States Securities Act of 1933, as amended"

FAQ

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

DEFSEC announced a private placement of 1,951,219 Common Shares (or Pre-funded Warrants) plus an equal number of Common Warrants, raising expected gross proceeds of about CAD$5.54 million for corporate purposes.

How many securities is DEFSEC (DFSC) issuing in the private placement and at what price?

DEFSEC is issuing 1,951,219 Common Shares (or Pre-funded Warrants) at CAD$2.84 (US$2.05) per security, together with Common Warrants to purchase up to 1,951,219 additional Common Shares in the private placement.

What are the terms of the Common Warrants issued by DEFSEC (DFSC)?

Each Common Warrant is immediately exercisable to buy one Common Share at an exercise price of CAD$3.30 per share and remains exercisable for 60 months following the closing of the private placement Offering.

What proceeds will DEFSEC (DFSC) receive from the private placement and how will they be used?

DEFSEC expects aggregate gross proceeds of approximately CAD$5.54 million (US$4.0 million). The company plans to use the net proceeds for business and market development, intellectual property protection and registrations, and general working capital.

When is DEFSEC’s (DFSC) private placement expected to close and what approvals are needed?

The Offering is expected to close on or about August 18, 2026. Completion is subject to customary closing conditions, including approval of the TSX Venture Exchange for the private placement.

Are DEFSEC (DFSC) private placement securities registered in the United States?

The securities have not been registered under the U.S. Securities Act of 1933 or state laws and may only be offered or sold in the United States pursuant to registration or an applicable exemption from those registration requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

Available on EDGAR 08/17/2026 - 07:55 AM Accepted by SEC EDGAR 08/17/2026 - 07:54 AM 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 17, 2026	By:	/s/ Elisabeth Preston
		Name:	Elisabeth Preston
		Title:	Senior Vice-President and Chief Legal Officer

EXHIBIT INDEX 

99.1 News Release dated August 17, 2026

EXHIBIT 99.1

DEFSEC Technologies Inc. Announces CDN$5.54 Million Private Placement

OTTAWA, ON, Aug. 17, 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 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 therof) and Common Share purchase warrants to purchase up to an aggregate of 1,951,219 Common Shares (each a "Common Warrant") in a private placement (the "Offering"). Each Common Warrant will be 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 will be immediately exercisable to acquire one Common Share at a nominal exercise price of CDN$0.001 per Common Share.

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

The aggregate gross proceeds from the Offering are expected to be 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 from the Offering for business and market development, intellectual property protection and registrations and general working capital purposes.

The Offering is expected to close on or about August 18, 2026, subject to the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange (the "TSXV").

The securities being 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 to be issued in the Offering.

This news 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^TM 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 news 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 news release include, but are not limited to, statements regarding, the terms and completion of the Offering, including timing thereof, the ability of the parties to receive all necessary approvals for the Offering, and the intended use of the net proceeds from 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 news 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 news release.

View original content to download multimedia:https://www.prnewswire.com/news-releases/defsec-technologies-inc-announces-cdn5-54-million-private-placement-302852485.html

SOURCE DEFSEC Technologies Inc

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/August2026/17/c1607.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 17-AUG-26

Filing Exhibits & Attachments

1 document

Press Releases

• EX-991 NEWS RELEASE DATED AUGUST 17, 2026 9.5 KB