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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 17, 2026
T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39341 |
|
38-3912845 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
575
Fifth Avenue, 14th
Floor
New York, New York 10017
(Address of principal executive offices)
212-791-4663
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
DFNS |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share |
|
DFNSW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 17, 2026, the Board of Directors, based
on the recommendations and approval of the Compensation Committee, approved the terms of the terms and provisions of a Consulting Agreement
between the Company and Billio Ltd., a company in Israel, to provide the services of Menachem Shalom as the principal executive officer
of the Company. The consulting agreement terminates and supersedes the (i) Consulting Agreement dated December 16, 2024 between the Company
and Billio Ltd., pursuant to which the Company obtained consulting services from the Consultant through Menachem Shalom; (ii) Management
Services Agreement dated June 28, 2024, as amended by Amendment No. 1 dated August 8, 2024, between Star 26 Capital, Inc. (“Star
Capital”) and Zero One Capital LLC, a Nevada limited liability company (“Zero One”) in which Mr. Shalom is the chief
executive officer and controlling member and shareholder of Zero One; and (iii) Offsetting Management Services Agreement dated August
12, 2024 between Zero One and B. Rimon Agencies Ltd., an Israeli company which is currently wholly-owned by Star Capital.
Given the performance of the Company within the last
15 months, the Compensation Committee and the Board of Directors determined that it was in the best interest of the Company to provide
Mr. Shalom with the amended consulting agreement and increased compensation. The Committee and the Board also authorized a cash bonus
to Mr. Shalom in the amount of $250,000 for his past services to the Company. The Company, under the supervision and guidance of Mr. Shalom,
has completed several acquisitions within the last 15 months, including without limitation, Star 26, Tiltan Software Engineering, Nimbus
Drones and ITS.
Pursuant to the terms of the Consulting Agreement,
which is effective as of January 1, 2026, Mr. Shalom will continue to act as the chief executive officer of the Company while maintaining
other executive roles in non-completing companies. For his services, Mr. Shalom will receive a base salary of $60,000 per month and target
cash bonuses equal to 50% of base salary, subject to achievement of performance goals to be set by the Compensation Committee
He could also be entitled to additional milestone-based
bonuses as determined by the Board. Mr. Shalom will receive 250,000 shares of common stock quarterly, subject to availability under approved
incentive plans; if there is no plan or no availability, the quarterly amount of shares shall accrue until there is availability under
an approved incentive plan. Such plan will also require shareholder approval pursuant to applicable Nasdaq rules. He will also be entitled
to a relocation grant of $175,000 if Mr. Shalom relocates to the United States with his family. Mr. Shalom will also be entitled to all
executive benefit plans including health and 401(k) plans and 30 business days per year vacation.
In the event Mr. Shalom is terminated for cause or
is no longer employed by the Company for reason of death or disability, he shall only be entitled to his compensation at such time. If
he is terminated by the Company without cause, he shall be entitled to 6 months of his base compensation, and if Mr. Shalom resigns, he
shall be entitled to compensation for 12 months. If he is terminated for cause, Mr. Shalom shall not be entitled to any compensation.
The Consulting Agreement contains customary non-competition,
non-solicitation and confidentiality provisions.
The above description of the Consulting Agreement
is qualified in its entirety by reference to the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.51.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.51 |
|
Consulting Agreement, dated as of February 17, 2026, between Billio Ltd. and T3 Defense Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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 20, 2026 |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
