Welcome to our dedicated page for T3 Defense SEC filings (Ticker: NUKKW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on T3 Defense's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into T3 Defense's regulatory disclosures and financial reporting.
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. furnished an investor presentation under Regulation FD, updating investors on its strategy, portfolio and recent acquisitions. As of February 9, 2026, the company reported 25.3 million shares outstanding, a $2.39 share price, a $60.5 million market capitalization and 1.7 million average three-month trading volume.
The presentation describes a defense-focused M&A platform targeting small and mid-sized companies and notes that 2025 was “transformational,” with three acquisitions and multiple joint ventures and distribution agreements completed. The current portfolio is expected to generate $20–22 million of revenue in 2026, with exposure to drones, robotics, AI, counter‑drone systems and tactical energy.
Management highlights the Star26 acquisition in January 2026, expanding into unmanned systems and motion control, and notes that B. Rimon recently secured approximately $4.1 million in new multi‑year contracts related to the Iron Dome and other active defense programs. The presentation also cites industry data pointing to growth in military UAV markets and increased global defense spending.
T3 Defense Inc. is registering 16,787,988 shares of common stock for resale by existing stockholders. The registered shares include 4,770,340 common shares and up to 12,017,648 shares issuable upon exercise of a warrant with a $1.50 exercise price, exercisable until January 12, 2032 and subject to a 9.99% beneficial ownership cap.
The shares were issued as part of the Star 26 acquisition, where Star 26 became a wholly owned subsidiary and later distributed the consideration to its owners. T3 Defense will not receive proceeds from stockholder resales but would receive cash if the warrant is exercised, potentially totaling $18,026,472, for working capital and general corporate purposes.
The company has pivoted from financial technology into aerospace and defense, focusing on drone payload distribution and aviation support through U.S. and Israeli subsidiaries, and has recently acquired Star 26, Tiltan and Nimbus. It highlights extensive risks, including an unproven defense track record, complex integrations across multiple jurisdictions, reliance on key distribution agreements, heavy regulatory and export-control exposure, Israeli operational risks, going‑concern doubt tied to losses and limited cash runway, and intense competition from established defense contractors.
T3 Defense Inc., formerly Nukkleus Inc., has changed its corporate name and Nasdaq ticker to better reflect its defense-focused strategy. Effective February 9, 2026, the company adopted the name T3 Defense Inc. and now trades on Nasdaq under the ticker DFNS, with no change to its CUSIP and no action required from shareholders.
The company describes itself as a federated holding company acquiring and operating mission-critical defense businesses embedded in long-cycle national security programs. Its subsidiaries support areas such as air defense, homeland security, AI for defense, and Israel’s national missile and air-defense architecture, including Iron Dome, under multi-year contracts that provide revenue visibility.
Nukkleus Inc. filed a current report to note that on February 3, 2026 it issued a press release, which is attached as Exhibit 99.1. The company emphasizes that this press release and the related Item 8.01 information are being furnished, not filed, so they are not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.
Nukkleus Inc. CEO and director Shalom Menachem, who is also a 10% owner, exercised warrants to buy more company stock. On January 29, 2026, he exercised 200,000 Common Stock Purchase Warrants at $1.50 per share for cash, receiving 200,000 restricted common shares.
After the transaction, he beneficially owned 3,442,010 shares of Nukkleus common stock directly and 4,818,359 derivative securities (warrants). This filing shows an increase in his direct equity stake through a cash exercise rather than a sale.
Nukkleus Inc. furnished a press release that provides updates on its recent acquisitions and outlines its growth strategy for 2026. The company frames these plans using forward-looking statements that depend on a number of business and financial factors.
The disclosure highlights risks around integrating Star 26 and realizing expected benefits from that acquisition, the sufficiency of working capital to carry out business plans, and a going concern qualification in its financial statements. It also points to uncertainties in penetrating new markets, retaining key personnel, and gaining market acceptance for its products and services.
Nukkleus further notes exposure to changes in the defense industry and government spending, geopolitical risks, competition, and access to capital markets, all of which could cause actual performance to differ materially from its current expectations.
Nukkleus Inc. insider Shalom Menachem, who is a director, CEO and more than 10% owner, reported new equity holdings tied to the acquisition of Star 26 Capital, Inc. On January 16, 2026, he acquired 1,992,010 shares of common stock at a reported price of $0, bringing his direct common stock holdings to 3,242,010 shares. On January 15, 2026, he also received 5,018,359 common stock purchase warrants at a reported price of $0. In addition, on January 13, 2026, he acquired a call option covering 1,752,593 derivative securities, giving him the right, under a call option agreement with Esousa Group Holdings LLC, to purchase 498,003 shares of common stock and warrants to purchase 1,254,590 shares of common stock at an exercise price of $1.50 per share once Esousa has sold securities for gross proceeds of $3,000,000.
Menachem Shalom, Chief Executive Officer and Director of Nukkleus Inc., has filed a Schedule 13D reporting a significant ownership stake in the company. He may be deemed to beneficially own 8,260,369 shares of common stock, equal to about 26.0% of Nukkleus’s common stock when including warrants he holds. This consists of 3,242,010 shares of common stock and 5,018,359 shares issuable upon exercise of warrants at an exercise price of $1.50 per share.
Shalom received 500,000 shares and 750,000 shares on December 16, 2024 and November 13, 2025, respectively, as consideration for services. On January 12, 2026, in connection with Nukkleus’s acquisition of Star 26 Capital Inc., he received 1,992,010 shares and a five-year warrant for 5,018,359 shares. He also entered into a Call Option Agreement giving him the right, subject to conditions, to purchase 498,003 additional shares and warrants for 1,254,590 shares from Esousa Group Holdings LLC.