First Breach ends venture and up to $25M commitment
The termination ends a scheduled $10.0 million contribution, while both First Breach drone platforms are in active flight testing.
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Rhea-AI Filing Summary
First Breach, Inc. (FBDT) and ideaForge Technology Inc. mutually terminated their joint venture agreement effective October 26, 2026. The termination ended First Breach’s obligation to contribute up to $25.0 million, including a $10.0 million first tranche scheduled for December 31, 2026. Each party released the other from claims related to the agreement, and First Breach incurred no early termination penalties. The company plans to continue unmanned aerial systems manufacturing in its own factory and advance its program with Hellbender, Inc.
Separately, First Breach announced the successful initial test flight of its Long Range Strike (LRS) platform, the second of two proprietary drone platforms under development with Hellbender; LRS and Close Quarters Strike (CQS) are now in active flight testing. LRS is designed for a range greater than 20 km, current speed approximately 120 km/h and payload of ~1 kg. Its sourcing plan calls for 100 percent non-Chinese sourcing of its battery pack, motors, power electronics, flight control system, flight computer and vision guidance system. First Breach targets completion of initial prototypes in the fourth quarter of 2026 and scaled production in the second quarter of 2027.
8-K Event Classification
Key Figures
Key Terms
terminal guidance technical
Class 1 attritable platforms technical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on September 23, 2025, First Breach Inc. (the “Company”) entered into that certain Joint Venture Agreement, as amended on March 11, 2026 (as amended, the “JV Agreement”), by and between the Company and ideaForge Technology Inc., a Texas corporation (“ideaForge”), pursuant to which the Company and ideaForge agreed to enter into a joint venture to jointly undertake the business of licensing, sourcing, designing, engineering, manufacturing and distributing unmanned aerial vehicles (“UAVs”) in the United States.
Pursuant to the JV Agreement, the Company had agreed, subject to the closing of the joint venture, to make an initial capital contribution to the joint venture of up to $25.0 million, including a first tranche of $10.0 million to be funded on December 31, 2026.
On October 26, 2026 (the “Effective Date”), the Company and ideaForge entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties agreed to mutually terminate the JV Agreement immediately as of the Effective Date. As a result of the termination, the Company has no further obligation to make any capital contribution to the joint venture, including the $10.0 million first tranche previously scheduled to be funded on December 31, 2026. Additionally, pursuant to the Termination Agreement, each party released the other from all claims arising out of or relating to the JV Agreement. The Company did not incur any early termination penalties in connection with the termination. Certain customary provisions of the JV Agreement survive termination, including those relating to confidentiality, governing law and dispute resolution.
The Company intends to continue the manufacture of unmanned aerial systems in its own factory and advancing its unmanned aerial systems program with Hellbender, Inc. further to its previously disclosed agreement with that company.
The foregoing description of the JV Agreement and the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the JV Agreement and the Amending Agreement to the Joint Venture Agreement, previously filed as Exhibits 10.3 and 10.5, respectively, to the Company’s Registration Statement on Form S-1 (File No. 333-295442) filed with the U.S. Securities and Exchange Commission on May 27, 2026, and the Termination Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 27, 2026, the Company issued a press release announcing the successful initial test flight of its Long Range Strike platform, the second of the two proprietary drone platforms under development with Hellbender, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1† | Termination Agreement, dated October 23, 2026, by and between the Company and ideaForge | |
| 99.1 | Press Release, dated October 27, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† The Company has omitted portions of the referenced exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (a) is not material and (b) is the type of information that the Company both customarily and actually treats as private and confidential. The Company hereby agrees to furnish supplementally the omitted information to the SEC upon request.
| 2 |
SIGNATURES
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 hereunto duly authorized.
| Dated: October 28, 2026 | First Breach Inc. | |
| By: | /s/ Jeffrey Low | |
| Name: | Jeffrey Low | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
First Breach Completes First Test Flight of Long Range Strike Drone
Larger of the Company’s two Class 1 attritable platforms takes to the air, joining the Close Quarters Strike platform already in-flight testing.
Long Range Strike platform is designed for greater than 20 km range, ~ 1 kg payload, and fully non-Chinese sourcing of all key electronic and power components, with production scaling targeted for Q2 2027
HAGERSTOWN, MD / October 27, 2026 / First Breach Inc. (NASDAQ:FBDT) (“First Breach” or the “Company”), an American-made defense technologies company focused on vertically integrated ammunition production and next-generation unmanned aerial systems, today announced the successful initial test flight of its Long Range Strike (“LRS”) platform, the second of the two proprietary drone platforms under development with Hellbender, Inc. Both the LRS and the Company’s Close Quarters Strike (“CQS”) platform are now in active flight testing.
Close Quarters Strike and Long Range Strike platforms
“Having both platforms in flight testing is an important step in expanding our drone product portfolio,” said Jeffrey Low, Co-Founder and Chief Executive Officer of First Breach. “These two aircraft share components, share a supply chain, and share a production line. That was the plan from the first day of the Hellbender agreement, and today both of them are flying. For the long-range mission, this is the platform the Department of War has been describing, built the way they have asked for it to be built.”
The LRS is a compact, man-portable Class 1 unmanned aircraft system weighing under 9 kg (20 lb.), with propellers under 457 mm (18 in) and a wheelbase or folded wingspan under 350 mm. The platform is designed for a range in excess of 20 km, a current speed of approximately 120 km/h, and a payload of ~1 kg. Operators control the aircraft in first-person view, with computer vision search assistance layered over map-based waypoint navigation. Onboard hardware is intended to support identification friend or foe and terminal guidance, while modular radio connectivity and GNSS-denied navigation hardware are intended to support resilience in environments affected by electronic warfare. Designed from inception for high-volume robotic assembly, the LRS sourcing plan calls for 100 percent non-Chinese sourcing of its battery pack, motors, power electronics, flight control system, flight computer, and vision guidance system.
The milestone advances First Breach’s development of two distinct products built around common components, a shared supply chain, and a common production line. This approach is intended to support manufacturing efficiency and scalable assembly as the Company progresses toward commercialization. First Breach continues to target completion of its initial prototypes in the fourth quarter of 2026 and the start of scaled production in the second quarter of 2027.
About First Breach
First Breach Inc. is an ISO 9001:2015 certified, American-made defense technologies company focused on manufacturing match-grade ammunition components, finished ammunition, and developing next-generation unmanned aerial systems for commercial, law enforcement, and military markets. The Company manufactures its products in-house at its Hagerstown, Maryland facility, where it produces brass cups, casings, projectiles, lead cores, lead wire, and completed ammunition with rigorous quality control standards. First Breach is also advancing its drone strategy through the development of U.S.-made unmanned systems, leveraging advanced engineering, robotics, ISR and sensor technologies, and precision manufacturing capabilities to address evolving defense, homeland security, law enforcement, and commercial requirements across domestic and international markets.
For more information, please visit: First Breach Inc.
About Hellbender
Hellbender, Inc. is a Pittsburgh-based engineering and advanced manufacturing company specializing in physical AI, computer vision, drones, robotics, electronics design, and automated manufacturing. Operating from approximately 90,000 square feet of facilities, the company provides integrated product development capabilities spanning engineering, prototyping, printed circuit board assembly, advanced sensor integration, robotic manufacturing, and production testing. More than 25% of Hellbender’s workforce consists of military veterans, supporting its commitment to American manufacturing and technical innovation.
For more information, please visit: Hellbender
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and include statements regarding the Company’s expectations, beliefs, plans, objectives, strategies, future events, future performance, business prospects, growth initiatives, acquisitions, market opportunities, capital resources, operational objectives, and other statements that are predictive in nature. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on management’s current expectations, assumptions, and beliefs regarding future developments and their potential effect on the Company. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in economic, business, market, competitive, regulatory, technological, legal, and geopolitical conditions; the Company’s ability to execute its business strategy; access to capital and financing; customer demand; industry developments; and other risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, the Company undertakes no obligation to update, revise, or publicly disclose any revisions to any forward-looking statements to reflect events, circumstances, or changes in expectations occurring after the date of this press release.
Investor Relations
Frank
Pogubila
Partner
Integrous Communications
Phone: 951.946.5288
Email: fpogubila@integcom.us
Website: www.firstbreach.com
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