T3 Defense (NASDAQ: DFNS) takes 51% of ITS with option for full buyout
Rhea-AI Filing Summary
T3 Defense Inc. completed the acquisition of 51% of I.T.S. Industrial Tecno-logic Solutions Ltd. (ITS), an Israeli engineering and manufacturing company, through its wholly owned subsidiary Star Twenty Six Ltd. The stake was obtained in exchange for loans totaling NIS 10,000,000 (approximately $3.24 million) previously extended to ITS.
The company holds a three-year exclusive option to buy the remaining 49% of ITS for 25 million NIS, 30 million NIS, or 35 million NIS if exercised in the first, second, or third year, respectively. ITS and its subsidiary Positech add advanced electro-mechanical production and precision motion control capabilities, and with ITS included, T3 Defense now estimates annual revenue in the range of $24–$26 million.
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Insights
T3 Defense uses a structured loan-to-control deal to secure a strategic manufacturing asset.
T3 Defense Inc. has gained majority control of ITS by converting a
The agreement also provides a three-year exclusive option to acquire the remaining 49% of ITS for
Management states that including ITS lifts estimated annual revenue to
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Item 2.01 Completion of Acquisition or Disposal of Assets.
On February 16, 2026, T3 Defense Inc., a Delaware corporation (the “Company”), acquired 51% of the outstanding equity capital of I.T.S. Industrial Tecno-logic Solutions Ltd. (“ITS”) on a fully diluted basis. The Company has a 3- year option to acquire the remainder 49% from the other shareholder of ITS.
ITS is an Israeli company providing design, development, production, and manufacturing of serial, fully integrated electro-mechanical machines and sophisticated assembly lines. Positech Ltd., its wholly-owned subsidiary, designs and manufactures top-of-the-line, high-performance motion control systems for military and civilian use. ITS and Positech provide small to middle-series one-stop shop “Build to Spec” & “Build to print” custom-made prototypes and OEM systems in the mechanical, electrical, hardware, firmware and software engineering fields.
The acquisition was consummated pursuant to the terms of the Agreement dated June 8, 2025 (the “Agreement”) among Star Twenty Six Ltd., an Israeli company which is indirectly wholly-owned by the Company (“Star”), ITS and its controlling shareholder Gera Eron. As of February 15, 2026, the Company has lent ITS an aggregate of NIS 10,000,000 (approximately $3,235,500), with interest accruing at the annual rate of the Israeli Consumer Price Index plus 4%. Pursuant to the Agreement, the loans shall only be repaid after January 1, 2027 if (i) the aggregate amount of the assets of ITS will be at least 150% higher than the liabilities for at least 6 continuous months and (ii) the total aggregate amount of bank credit provided to ITS and Positech shall be lower than an aggregate of 3 months of income generated by ITS and Positech for 6 continuous months.
In consideration for the loan, Star received 51% of the share capital of ITS on a fully diluted basis. Neither Star nor the Company is required to provide any additional consideration for the ITS shares.
Pursuant to the terms of the Agreement, Star was also granted an exclusive option to purchase the remainder 49% of ITS for three years from the controlling shareholder. Depending on whether the option is exercised in the first, second or third year hereafter, the agreed purchase price for the 49% is 25 million NIS, 30 million NIS or 35 million NIS, respectively.
The above description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.50.
Item 7.01 Regulation FD Disclosure.
On February 17, 2026, the Company issued a press release announcing the acquisition of ITS. The press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
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Forward Looking Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that may affect our operations, financial performance, and other factors as discussed in our filings with SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” We do not undertake any duty to update any forward-looking statement except as required by law.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements required by Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Report no later than 71 days after the required filing date for this Report.
(d) Exhibits
| Exhibit No. | Description | |
| 10.50 | Translation of the Agreement dated June 8, 2025, by and among Star Twenty Six Ltd., I.T.S. Industrial Techno-logic solutions Ltd., and Gera Eron. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 hereunto duly authorized.
| T3 DEFENSE INC. | ||
| Date: February 17, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
T3 Defense Secures Majority Ownership of ITS Engineering
Transaction strengthens execution-critical manufacturing capacity within the defense industrial base
TEL AVIV, Israel – February 17, 2026 – T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., today announced that it has acquired a 51% stake in Industrial Techno-Logic Solutions (ITS), with an option to buy the remainder. No additional cash or securities were issued in connection with the acquisition.
T3 Defense operates as a holding company focused on acquiring and scaling mission-critical defense businesses positioned at structurally constrained points of the sub-OEM defense sector. Through its federated operating model, the company provides capital, strategic alignment, and operational oversight while preserving the domain expertise and customer relationships of its subsidiaries.
The transaction expands T3 Defense’s presence within the execution layer of the defense industrial base, where engineering discipline, production scalability, and delivery reliability directly determine program outcomes. As defense demand accelerates globally, production bottlenecks increasingly arise within specialized sub-OEM suppliers responsible for precision manufacturing, integration, and subsystem delivery.
ITS is an end-to-end engineering and manufacturing partner that designs, develops, and delivers serial, fully integrated electro-mechanical machines and advanced production systems. Through build-to-spec and build-to-print execution, ITS bridges concept, engineering, and scalable manufacturing for defense and aerospace programs operating under demanding technical and regulatory requirements.
ITS also owns 100% of Positech Ltd., a developer of precision motion control and stabilization systems supporting radar arrays, sensors, and mission payload deployment across sea, air, and land platforms. Together, these capabilities strengthen T3 Defense’s footprint within technically demanding and difficult-to-replace production nodes.
“This transaction reinforces our strategy of strengthening constrained production capacity within the defense industrial base,” said Menny Shalom, Chief Executive Officer of T3 Defense Inc. “ITS operates at the intersection of advanced engineering and scalable manufacturing, where execution precision and delivery discipline directly impact long-cycle national security programs. With ITS included in our portfolio, we now estimate annual revenue in the range of $24 to $26 million, reflecting the scale of execution-critical assets we are assembling.”
About T3 Defense Inc.
T3 Defense Inc. (NASDAQ: DFNS), formerly Nukkleus Inc., is a federated holding company focused on acquiring and operating mission-critical defense businesses embedded in long-cycle national security programs. The company targets defense businesses operating at constrained, qualification-driven, or execution-critical points across the sub-OEM base where strategic value exists and where qualification, capacity, and execution are decisive. Through disciplined M&A, centralized capital and strategy, and decentralized operating autonomy, T3 Defense seeks to strengthen critical defense capabilities and compound long-term value.
Forward Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “will,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “may,” or similar expressions relating to future events or results.
Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated benefits of the Company’s majority ownership of ITS Engineering and its indirect ownership of Positech Ltd.; expectations regarding integration, operational performance, and capacity expansion; the Company’s acquisition strategy and ability to execute disciplined M&A transactions; and its ability to strengthen execution-critical capabilities within the defense industrial base. These statements are based on management’s current expectations, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ materially.
Factors that could cause actual results to differ include, but are not limited to: risks associated with integrating and operating acquired businesses; the ability of ITS and Positech to perform under existing or future contracts; changes in defense spending, procurement cycles, regulatory requirements, or program timelines; the Company’s ability to maintain sufficient working capital and liquidity; challenges in scaling engineering and manufacturing operations; competitive pressures; geopolitical developments; and other risks described in the Company’s filings with the Securities and Exchange Commission, including those under the heading “Risk Factors” in its most recent Annual Report on Form 10-K and in other SEC filings in addition to the 10-K.
Forward-looking statements speak only as of the date they are made. T3 Defense Inc. undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law.
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Lena Cati
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lcati@theequitygroup.com
Val Ferraro
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FAQ
What transaction did T3 Defense Inc. (DFNS) announce regarding ITS?
How did T3 Defense fund the 51% acquisition of ITS?
What option does T3 Defense have on the remaining 49% of ITS?
What do ITS and its subsidiary Positech contribute to T3 Defense?
How does the ITS acquisition affect T3 Defense’s revenue scale?
When will T3 Defense file financial statements and pro forma data for the ITS deal?
Filing Exhibits & Attachments
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