Nukkleus Inc SEC Filings

T3 Defense Inc. filed an amended current report to add detailed financial information for its acquisition of 51% of I.T.S. Industrial Techno-Logic Solutions Ltd. (ITS). The filing includes ITS’s audited 2023–2024 financial statements and pro forma combined statements showing how T3 Defense and ITS would look on a combined basis.

ITS generated $8.9 million in 2024 revenue but recorded a net loss and a shareholders’ deficit, and its auditors highlighted substantial doubt about ITS’s ability to continue as a going concern. The pro forma statements also show significant goodwill recorded from the ITS acquisition and illustrate the combined group’s leverage and operating losses.

T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.

Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.

T3 Defense Inc. filed a Form 8-K to share that its indirectly wholly owned subsidiary, Tiltan Software Engineering Ltd., was featured in a media article and interview with its acting CEO. The article, furnished as Exhibit 99.1, highlights Tiltan’s more than 30-year role in the Israeli defense sector, providing high-precision training and synthetic data services.

Tiltan focuses on “digital twins and mapping,” using advanced geospatial systems to rapidly generate complex, physics-based environments for defense training, debriefing, and planning. The piece notes that Tiltan was acquired by T3 Defense last year and is preparing for international expansion, aiming to bring its technology to new markets in Asia and the United States.

T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.

The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.

T3 Defense Inc. reported that it has been named as a defendant in a civil action in the Supreme Court of the State of New York. The complaint, dated February 24, 2026, was filed by Kingswood Capital Partners, LLC against Star 26 Capital, Inc., Nukkleus, Inc. and the Company.

The complaint alleges that a success fee is due in connection with an earned investment banking success fee arising from a transaction. T3 Defense states that it denies all allegations and intends to vigorously defend the action, which it believes is without merit.

T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.

The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.

T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.

T3 Defense Inc. filed a current report describing a press release that highlights rising global demand for integrated air and missile defense and counter‑UAS capabilities. The company links this increased interest to the ongoing Iran conflict and broader geopolitical tensions that are driving urgent procurement and modernization cycles among allied defense forces.

The release explains that T3 Defense’s U.S. and Israeli portfolio businesses already have systems deployed on current battlefields, helping defend against ballistic and cruise missile salvos, one‑way attack drones, and other unmanned threats. Management reiterates a strategy focused on acquiring and scaling specialized defense companies across air defense, counter‑UAS, resilient navigation, and defense engineering.

T3 Defense emphasizes that its portfolio is oriented toward defensive and aerospace applications designed to reduce vulnerability to aerial threats and protect critical infrastructure and civilian populations. The company also underscores its commitment to employee safety and support for partners focused on de‑escalation, humanitarian efforts, and long‑term regional stability, while noting customary forward‑looking statement risks tied to defense funding, contracts, supply chains, and integration of acquisitions.

T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.

Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.

T3 Defense Inc. entered into a private placement for up to $20 million with an accredited investor, structured as 400 units at $50,000 each. An initial closing for 200 units will provide $10 million, with a second $10 million tranche contingent on shareholder approval, an effective resale registration statement, a minimum $1.00 share price and specified Nasdaq trading-value thresholds.

Each unit includes one Series B Convertible Preferred share with a $50,000 stated value, initially convertible at $2.13 per common share, and 1.5 common stock warrants initially exercisable at $0.0125 per share, both subject to anti-dilution adjustments and a 9.9% ownership cap. The preferred carries 10,000 votes per share, senior liquidation preference and potential 105% redemption if shareholder approval is not obtained after one year. A registration rights agreement imposes filing and effectiveness deadlines backed by 1.5% liquidated damages. The company will pay a 3.5% cash fee and 7.5% warrant coverage to its placement agent. Separately, director Aviya Volodarsky resigned from the board for personal reasons.

T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.

The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.

Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.

If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.

T3 Defense Inc. approved a new Consulting Agreement with Billio Ltd. to provide the services of Menachem Shalom as principal executive officer and continue his role as chief executive officer. The agreement replaces prior consulting and management arrangements tied to entities associated with Mr. Shalom.

The Compensation Committee and Board granted Mr. Shalom a $250,000 cash bonus for past services and set ongoing pay at a $60,000 monthly base salary plus target cash bonuses equal to 50% of base salary, subject to performance goals. He may also receive additional milestone-based bonuses determined by the Board.

Under the agreement, Mr. Shalom is to receive 250,000 shares of common stock each quarter, subject to availability under approved incentive plans that require shareholder approval under Nasdaq rules, with any shortfall accruing. He is eligible for a $175,000 relocation grant if he moves to the United States with his family, standard executive benefits, and 30 business days of annual vacation.

If terminated without cause, Mr. Shalom is entitled to six months of base compensation, while resignation entitles him to 12 months of compensation; termination for cause limits him to accrued compensation only. The agreement includes customary non-competition, non-solicitation, and confidentiality provisions.

T3 Defense Inc. reporting persons Esousa Group Holdings LLC and Michael Wachs disclose beneficial ownership of 5,156,980 shares, representing 9.9% of common stock. The holdings consist of 2,125,150 shares issuable on conversion of 190 shares of Series A Convertible Preferred Stock and 3,031,830 shares issuable upon exercise of 190 common stock purchase warrants.

The filing states the Series A Preferred Stock and Common Warrants were purchased on September 9, 2025 and that a "Beneficial Ownership Maximum" prevents conversion or exercise to the extent such action would cause ownership to exceed 9.9%. The percent of class is calculated using 29,168,154 shares outstanding as of January 26, 2026, per the issuer's prospectus.

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.

T3 Defense Inc. is registering up to 16,787,988 shares of common stock for resale by existing stockholders, including 12,017,648 shares issuable upon exercise of a warrant at $1.50 per share. These resale shares represent a considerable percentage of its public float and could pressure the stock price when sold.

The company will not sell any shares in this offering and will receive no proceeds from stockholder sales, though it would receive up to $18,026,472 if the warrant is fully exercised for cash, earmarked for working capital and general corporate purposes. T3 Defense, now trading on Nasdaq as “DFNS,” has pivoted from financial technology into aerospace and defense through recent acquisitions of Star 26, Tiltan and Nimbus, and outlines extensive risks around its lack of defense track record, integration challenges, heavy dependence on Israeli defense suppliers, and significant regulatory, operational and financial uncertainties.