DEFSEC Technologies (DFSC) outlines $2,243,564 warrant exercise capacity

Rhea-AI Filing Summary

DEFSEC Technologies Inc., a British Columbia corporation based in Ottawa, has submitted a notice of exempt offering of securities under Regulation D Rule 506(b). The offering consists of warrants and placement agent warrants exercisable for up to five years from the offering date.

The notice lists a total amount sold of $0 USD and a total remaining to be sold of $2,243,564 USD, described as the maximum potential exercise price of the warrants at exercise prices of $3.09 and $3.29. The first sale in the offering occurred on 2026-06-26. DEFSEC selected “Decline to Disclose” for its revenue range.

Key Figures

Total Amount Sold: $0 USD Total Remaining to be Sold: $2,243,564 USD Warrant Exercise Price: $3.09 +3 more

6 metrics

Total Amount Sold $0 USD Reported for the exempt warrant offering

Total Remaining to be Sold $2,243,564 USD Described as the maximum potential exercise price of warrants and placement agent warrants

Warrant Exercise Price $3.09 Exercise price for Warrants referenced in the notice

Placement Agent Warrant Exercise Price $3.29 Exercise price for Placement Agent Warrants in the exempt offering

Exchange Rate C$1.4221 = US$1.00 Currency conversion provided alongside the warrant exercise price discussion

Date of First Sale 2026-06-26 First sale date reported for the exempt offering

Key Terms

Rule 506(b), Regulation D, placement agent warrants, accredited investors, +2 more

6 terms

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

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.

placement agent warrants financial

"Other (describe) | Warrants and Placement Agent Warrants exerciseable for up to 5 years"

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.

accredited investors regulatory

"may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"

Investment Company Act of 1940 regulatory

"the Investment Company Act of 1940, or the Investment Advisers Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

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

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FAQ

What type of securities is DEFSEC Technologies Inc. (DFSC) offering in this exempt transaction?

DEFSEC Technologies Inc. is offering warrants and placement agent warrants classified as securities to be acquired upon exercise of rights to acquire another security. These warrants are exercisable for up to five years from the offering date, according to the notice of exempt offering.

Which securities law exemption is DEFSEC Technologies Inc. (DFSC) relying on for this offering?

The company is relying on Rule 506(b) of Regulation D under the Securities Act. This exemption permits private offerings to accredited investors and certain others, subject to specific conditions, and is disclosed as the sole federal exemption claimed in the notice.

How much remains to be sold in DEFSEC Technologies Inc. (DFSC)'s exempt offering?

The notice reports a total remaining to be sold of $2,243,564 USD. It explains this figure represents the maximum potential exercise price of the warrants and placement agent warrants, based on exercise prices of $3.09 and $3.29 per warrant, respectively.

What are the warrant exercise prices in DEFSEC Technologies Inc. (DFSC)'s offering?

The notice states that the warrants have an exercise price of $3.09 and the placement agent warrants have an exercise price of $3.29. It clarifies that the total remaining amount reflects the maximum potential exercise price using these specific exercise prices.

When did the first sale occur in DEFSEC Technologies Inc. (DFSC)'s exempt offering?

The company reports a Date of First Sale of 2026-06-26. This means at least one sale in the exempt offering occurred by that date, even though the total amount sold is reported as $0 USD at the time of the notice’s completion.

Who is identified as the placement agent in DEFSEC Technologies Inc. (DFSC)'s offering?

The notice lists H.C. Wainwright & Co., LLC with an address at 430 Park Avenue, 4th Floor, New York, NY 10022. It also reports finders’ fees of $0 USD, while separately identifying H.C. Wainwright in the sales compensation section.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001889823

KWESST Micro Systems Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

DEFSEC Technologies Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DEFSEC Technologies Inc.
Street Address 1		Street Address 2
80 HINES ROAD, SUITE 300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
OTTAWA	ONTARIO, CANADA	K2K 2T8	613-241-1849

3. Related Persons

Last Name	First Name	Middle Name
Homuth	Sean
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Welsh	Jennifer
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Webster	Harry
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Preston	Elisabeth
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
Ottawa	ONTARIO, CANADA	K2K 2T8

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Luxton	David	E.
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yersh	James
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hillier	Rick
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fortin	Paul
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marotta	Niel
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
OTTAWA	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ibbetson	David
Street Address 1	Street Address 2
80 HINES RD, SUITE 300
City	State/Province/Country	ZIP/PostalCode
Ottawa	ONTARIO, CANADA	K2K 2T8

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-06-26				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Warrants and Placement Agent Warrants exerciseable for up to 5 years from offering date.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue, 4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK ILLINOIS

13. Offering and Sales Amounts

Total Offering Amount	$2,243,564	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$2,243,564	USD	or Indefinite

Clarification of Response (if Necessary):

Total remaining to be sold represents maximum potential exercise price of Warrants at an exercise price of $3.09 and Placement Agent Warrants at an exercise price of $3.29. C$1.4221=US$1.00.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$132,750	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

C$1.4221=US$1.00

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
DEFSEC Technologies Inc.	/s/ Jennifer Welsh	Jennifer Welsh	Chief Financial Officer	2026-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.