T3 Defense Inc. filings document material-event disclosures for a Nasdaq-listed emerging growth company with common stock and warrants registered on Nasdaq. The 8-K record covers operating and financial results, backlog disclosures, capital-structure transactions such as note exchanges, and security-structure matters involving common stock and warrants.
Filings also document Nasdaq continued-listing notices, governance and insider agreement disclosures, and public-company reporting topics tied to listing compliance and capital structure.
T3 Defense Inc. reported that Nasdaq has notified the company it is not meeting the exchange’s $1.00 minimum bid price requirement for the Nasdaq Global Market. The notice followed 30 consecutive business days, from March 23 to May 4, 2026, when the stock’s closing bid stayed below $1.00.
The company has 180 calendar days, until November 2, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 straight business days. If it fails to do so, T3 Defense may apply for additional time or face potential delisting. Management states it will monitor the share price and may consider options such as a reverse stock split to meet Nasdaq’s rules.
T3 Defense Inc. reported that Nasdaq has notified the company it is not meeting the exchange’s $1.00 minimum bid price requirement for the Nasdaq Global Market. The notice followed 30 consecutive business days, from March 23 to May 4, 2026, when the stock’s closing bid stayed below $1.00.
The company has 180 calendar days, until November 2, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 straight business days. If it fails to do so, T3 Defense may apply for additional time or face potential delisting. Management states it will monitor the share price and may consider options such as a reverse stock split to meet Nasdaq’s rules.
T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.
T3 Defense Inc. director and Chief Executive Officer Shalom Menachem restructured his holdings through a note-for-equity exchange and an option exercise. On April 27, 2026, he entered a Note Exchange Agreement under which $2,138,962 in aggregate outstanding principal and accrued interest on promissory notes was cancelled in exchange for 4,174,399 shares of Common Stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on that date. The notes were originally acquired in connection with T3 Defense’s acquisition of Star 26 Capital, Inc. on January 12, 2026. Separately on April 27, 2026, Menachem acquired 67,009 shares of Common Stock and 2,357,303 stock purchase warrants upon exercising an option granted to him by Esousa Group Holdings LLC.
Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.
His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.
Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.
His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.
T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.
The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.
T3 Defense Inc. entered into a Note Exchange Agreement with its CEO, Menachem Shalom, on April 27, 2026. The original notes assigned to him, with outstanding principal and accrued interest totaling $2,138,962, were cancelled in exchange for 4,174,399 restricted shares of common stock at an exchange price of $0.5124 per share, equal to the last consolidated bid price on Nasdaq.
The company treated this as an unregistered equity issuance relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Board also resolved that Mr. Shalom may convert his remaining notes at $0.5124 per share and reduced the exercise price of his “Star Warrant” from $1.50 to $0.5124 per share for 7,175,662 common shares.
T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.
If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.
The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.
T3 Defense Inc., through its majority-owned Tel Aviv–listed affiliate Water IO Ltd., announced a non-binding letter of intent to lend $10,000,000 to Israeli defense company Meteor Aerospace Ltd.
If the loan is completed under definitive agreements, Meteor would issue Water IO 51% of its outstanding shares on a post-investment basis. Closing depends on Water IO completing a public offering of convertible notes on the Tel Aviv Stock Exchange, satisfactory due diligence, definitive documentation, and required regulatory approvals.
The company states that, if the transaction is consummated, there will be no dilutive effect to T3 Defense Inc. Meteor develops unmanned systems and precision-guided weapons, with four of its five product lines described as having reached commercial maturity.
T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.
The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.
T3 Defense Inc. reported unaudited preliminary key metrics for Q1 2026, its first full quarter operating as a defense-focused holding company. Operating subsidiaries in areas such as anti-missile systems, drone navigation, counter-drone solutions, defense engineering, and tactical power and mobility systems generated $4.2 million in revenue, providing an initial operating baseline.
The company reaffirmed full-year 2026 consolidated revenue guidance of $26 million, reflecting an expanding contract base and growing engagement with defense agencies and prime contractors in the U.S. and Israel. T3 Defense reported a consolidated backlog of $12.1 million, which helps support near-term revenue visibility, and noted it has received $12.0 million in requests for proposals (RFPs) in recent months, tied to heightened geopolitical tensions and rising global defense spending.
T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.
As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.
Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.
T3 Defense Inc., through its majority-owned Israeli affiliate Water IO Ltd., completed the sale of its AI defense subsidiary Zorro Net Ltd. to BiomX Inc. on April 10, 2026. Zorronet provides AI-powered computer vision and autonomous surveillance systems deployed at Israeli defense and critical infrastructure sites.
As consideration, BiomX issued 1,300,000 shares of its common stock to Water IO and a $1,250,000 non-convertible promissory note maturing three months after issuance. BiomX also assumed obligations including a performance-based earnout for fiscal 2026 and commitments to retain key Zorronet personnel for three years.
Following the share issuance, Water IO holds 1,300,000 BiomX shares, representing about 16.57% of BiomX’s common stock. T3 Defense, through its wholly owned subsidiary Star 26 Capital Inc., owns roughly 67% of Water IO and may be deemed to beneficially own the BiomX stake indirectly.
T3 Defense Inc. reports a transformational 2025, shifting from financial technology into an aerospace and defense acquisition platform. The company is building a portfolio of mission-critical suppliers in Israel and abroad, including defense distribution (Rimon), AI-driven simulation and GPS‑denied navigation (Tiltan), UAV systems and services (Nimbus), advanced electro‑mechanical manufacturing (ITS) and motion control systems (Positech), as well as AI perimeter‑security software (Zorronet).
The filing highlights substantial financial strain, including a net operating loss of $32.6 million, negative working capital of about $30 million and a stockholders’ deficit of $15.6 million as of December 31, 2025, alongside $6.2 million of net cash used in operations. Management cites approximately $7.0 million of unrestricted cash, an equity line of credit with estimated monthly capacity of about $6.6 million, cash‑positive subsidiaries, and prior capital raising as grounds to alleviate going‑concern doubt. Extensive risk factors stress the lack of defense track record, simultaneous multi‑jurisdiction acquisitions, integration and regulatory complexity, and potential conflicts from the CEO’s multiple outside roles.
T3 Defense Inc. reports a transformational 2025, shifting from financial technology into an aerospace and defense acquisition platform. The company is building a portfolio of mission-critical suppliers in Israel and abroad, including defense distribution (Rimon), AI-driven simulation and GPS‑denied navigation (Tiltan), UAV systems and services (Nimbus), advanced electro‑mechanical manufacturing (ITS) and motion control systems (Positech), as well as AI perimeter‑security software (Zorronet).
The filing highlights substantial financial strain, including a net operating loss of $32.6 million, negative working capital of about $30 million and a stockholders’ deficit of $15.6 million as of December 31, 2025, alongside $6.2 million of net cash used in operations. Management cites approximately $7.0 million of unrestricted cash, an equity line of credit with estimated monthly capacity of about $6.6 million, cash‑positive subsidiaries, and prior capital raising as grounds to alleviate going‑concern doubt. Extensive risk factors stress the lack of defense track record, simultaneous multi‑jurisdiction acquisitions, integration and regulatory complexity, and potential conflicts from the CEO’s multiple outside roles.
T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.
The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.
T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.
The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.
T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.
The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.
T3 Defense Inc. entered into a Cancellation Agreement on March 31, 2026 that eliminates a $16,000,000 obligation owed to its wholly owned subsidiary, Star 26 Capital, Inc. The cancelled amount covered principal, accrued interest and all related amounts.
The company states this cancellation is effective immediately at no cost, no dilution, and with no offsetting obligation to T3 Defense or its shareholders. T3 Defense keeps full 100% ownership of Star 26 and all of its assets, and the underlying acquisition agreement remains in full force.