DEFSEC Technologies Inc. (DFSCW) SEC Filings

DEFSEC Technologies Inc. (DFSC) reports the filing of several transaction documents related to its previously established Form F-3 shelf registrations. The company is furnishing forms of a Warrant, a Pre-funded Warrant, and a Placement Agent Warrant, along with a Registration Rights Agreement and a Securities Purchase Agreement, each dated August 16, 2026, with certain purchasers.

These exhibits are being incorporated by reference into multiple existing Form F-3 registration statements, which allows DEFSEC Technologies Inc. to use these standardized instruments and contractual terms in connection with potential future securities offerings or resale registrations under those shelves.

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.

DEFSEC Technologies Inc. is reported to have 102,907 common shares beneficially owned through Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, managed by Ayrton Capital LLC, with management by Waqas Khatri. These shares are issuable upon exercise of warrants subject to a 9.99% beneficial ownership blocker.

The 102,907 warrant shares correspond to 2.95% of DEFSEC Technologies’ common stock, based on 3,390,113 shares outstanding as of July 20, 2026 plus the warrant shares. Each of Ayrton Capital LLC, Alto Opportunity Master Fund and Waqas Khatri reports sole voting and dispositive power over 102,907 shares and ownership of 5 percent or less of the class as of June 30, 2026.

DEFSEC Technologies Inc. reported strong growth in its defence software-focused business for Q3 Fiscal 2026, while remaining loss-making. Revenue for the three months ended June 30, 2026 was $2,722.2 thousand, up from $1,417.5 thousand a year earlier. Gross margin rose to $901.7 thousand with a 33.1% gross margin percentage, compared with $399.5 thousand and 28.2% in Q3 2025.

Operating expenses increased to $3,463.1 thousand from $2,221.8 thousand, and Adjusted EBITDA showed a larger loss of $(1,942.7) thousand versus $(1,491.5) thousand. As of June 30, 2026, cash and short-term investments were $3,529.7 thousand and working capital was $3,674.6 thousand, both lower than at September 30, 2025.

Operationally, DEFSEC commercially released its DEFSEC Lightning™ 2.0 cloud-hosted situational awareness SaaS platform and its ARWEN® 40mm baton ammunition. The company also completed U.S. Army testing of its networked BLISS™ laser warning system and was invited to a further U.S. Army-hosted sensor test and evaluation scheduled for late August 2026.

DEFSEC Technologies Inc. reported sharply higher revenue but continued losses for the three and nine months ended June 30, 2026. Revenue rose to $2.7 million in the quarter and $6.1 million year-to-date, increases of 92% and 72% versus 2025, driven mainly by growth in higher-margin digitization services for Canadian defence programs. Gross profit improved to $0.9 million for the quarter with gross margin of 33.1%.

Operating expenses grew to $3.5 million in the quarter and $8.5 million year-to-date, reflecting higher personnel costs, R&D investment in DEFSEC Lightning™, BLISS™ and PARA SHOT™, and a $480,453 stock-based compensation charge from new option grants. Net loss was $2.6 million for the quarter and $6.7 million for nine months, with Adjusted EBITDA loss of $5.6 million year-to-date. Cash and cash equivalents declined to $3.5 million, working capital was $3.7 million, and accumulated deficit reached $59.0 million. Management explicitly highlights material risks and uncertainties that cast substantial doubt on the company’s ability to continue as a going concern, and notes reliance on additional orders, successful product launches and further debt or equity financing, including recent private placements issuing 1.24 million new shares and 1.33 million warrants in December 2025 and June 2026.

Lind Global Fund III LP, Lind Global Partners III LLC, and Jeff Easton report beneficial ownership of 140,053 DEFSEC Technologies Inc. common shares each, representing 4.99% of the outstanding class. Each reporting person has sole voting and sole dispositive power over 140,053 shares and no shared voting or dispositive power.

The position arises from 356,304 warrants to purchase common shares. Due to conversion limitations in these warrants, beneficial ownership is capped so that the holders cannot convert if it would cause them to own more than 4.99% of DEFSEC’s common shares. As a result, their reportable beneficial ownership is limited to 140,053 shares in the aggregate, and they indicate ownership of 5 percent or less of this class of securities.

An investor group led by Lind Global Fund III LP, together with Lind Global Partners III LLC and Jeff Easton, reports beneficial ownership of 160,077 DEFSEC Technologies Inc. common shares, representing 6 % of the outstanding common shares. The group has sole voting and sole dispositive power over these 160,077 shares and no shared voting or dispositive power.

The same investors also hold 356,304 Warrants to purchase additional common shares. A conversion limitation in the Warrants caps exercises so that the holders cannot beneficially own more than 4.99 % of DEFSEC’s common shares through Warrant conversion, and their beneficial ownership is therefore limited to 160,077 shares in the aggregate.

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.

DEFSEC Technologies Inc. is offering 673,006 Common Shares at CAD$3.74 per share and, in a concurrent private placement, is issuing 673,006 Warrants exercisable at CAD$4.39 (five-year term, immediately exercisable). Placement agent H.C. Wainwright & Co. will receive a 7.5% cash fee and placement agent warrants to purchase 50,475 Common Shares at CAD$4.675.

The prospectus states net proceeds expected to the company of approximately US$1.5 million. Shares outstanding following the Offering are shown as 2,666,632 Common Shares. The prospectus discloses a public float of US$9.82 million based on 1,984,819 Common Shares held by non-affiliates as of June 24, 2026.