T3 Defense (DFNS) delays Q1 10-Q, expects filing within five days

Rhea-AI Filing Summary

T3 Defense Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The company cites the geopolitical and security situation in Israel as the reason and states it intends to file the Report on or prior to the fifth calendar day following the prescribed due date.

The registrant disclosed anticipated results for the quarter: approximately $3,610,000 in revenues and an estimated $3,565,000 net loss from operations, compared with no revenues and an approximate $500,000 net loss for the same period in 2025.

Key Figures

Quarter end: March 31, 2026 Anticipated revenue: $3,610,000 Anticipated net loss from operations: $3,565,000 +3 more

6 metrics

Quarter end March 31, 2026 Quarter ended date referenced in the notification

Anticipated revenue $3,610,000 For the quarter ended March 31, 2026

Anticipated net loss from operations $3,565,000 For the quarter ended March 31, 2026

Prior period net loss $500,000 Net loss from operations for corresponding period in 2025

Prescribed due date May 15, 2026 Form 10-Q prescribed due date referenced in the filing

Extension window 5 calendar days Registrant intends to file within the five-calendar-day extension under Rule 12b-25

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 promulgated under the Securities Exchange Act"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"by the prescribed date of May 15, 2026"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SEC File Number

CUSIP Number

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☒ Form 10-Q     Form 10-D ☐     Form N-SAR
	☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: __________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

T3 DEFENSE INC.

Full Name of Registrant

Former Name if Applicable

575 Fifth Avenue

Address of Principal Executive Office (Street and Number)

New York, New York 10017

City, State and Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) by the prescribed date of May 15, 2026, without unreasonable effort or expense. Due to the geopolitical and security situation in Israel, the Registrant needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant intends to file the Report on or prior to the fifth (5th) calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

Menachem Shalom		+972		50-222-2755
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).   Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof?

Yes ☐ No ☒

For the quarter ended March 31, 2026 the Registrant anticipated reported revenues of approximately $3,610,000 and a net loss from operations of approximately $3,565,000, as compared to no revenues and a net loss from operations of approximately $500,000 for the corresponding period in 2025.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

2

T3 Defense Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026	By:	/s/ Menachem Shalom
		Menachem Shalom, Chief Executive Officer

3

FAQ

Why did T3 Defense (DFNS) file a Form 12b-25 for the March 31, 2026 10-Q?

T3 Defense cited the geopolitical and security situation in Israel as the reason for delay. The company said this circumstance requires additional time to complete certain disclosures and analyses needed for the Form 10-Q.

When does T3 Defense intend to file its delayed Form 10-Q?

The registrant intends to file the Form 10-Q on or prior to the fifth calendar day following the prescribed due date. The company referenced the filing deadline of May 15, 2026 and seeks the five-calendar-day extension.

What preliminary financial results did T3 Defense disclose for Q1 2026?

T3 Defense anticipated approximately $3,610,000 in revenue and an estimated $3,565,000 net loss from operations for the quarter ended March 31, 2026, versus no revenues and about $500,000 net loss in the comparable 2025 period.

Does the Form 12b-25 indicate missing exhibits or accountant statements?

The filing follows the Rule 12b-25 format and does not attach an accountant’s statement in the provided excerpt. It states intent to rely on the five-day extension; exhibit attachments are not shown in the excerpt.

Who signed the Form 12b-25 for T3 Defense (DFNS)?

The notification was signed on behalf of T3 Defense by Menachem Shalom, Chief Executive Officer, dated May 14, 2026. Contact information listed includes an Israeli phone number.