Form 8-K T3 Defense Inc. For: Oct 22

 

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): October 22, 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, 14^th 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 $11,500.00 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 3.02. Unregistered Sales of Equity Securities.

 

On October 22, 2026, T3 Defense Inc. (the “Company”) consummated the sale of 200 units for an aggregate purchase price of $10,000,000, or a per unit price of $50,000, with each unit consisting of (i) one share of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and (ii) common stock purchase warrants to initially purchase up to 14,851 shares of common stock, par value $0.0001 per share of the Company (the “Common Warrants”). The private placement was made pursuant to the terms and provisions of the Securities Purchase Agreement with a certain accredited investor (the “Securities Purchase Agreement”) dated February 24, 2026. The terms of the Securities Purchase Agreement, the Series B Preferred Stock and the Common Warrants were previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 25, 2026.

 

The Company received net proceeds of $6,605,000 from the sale of units, after deducting the principal and accrued interest of the Term Note dated September 8, 2026 owed to the investor and the payment to Dawson James Securities Inc. pursuant to the Placement Agency Agreement, dated September 4, 2025, pursuant to which the placement agent received a cash fee equal to 3.5% of the gross proceeds raised.

 

The Series B Preferred Stock and Common Warrants issued pursuant to the Securities Purchase Agreement were issued pursuant to an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, which is promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by the investor in the Securities Purchase Agreement.

 

 

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: October 29, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

 

 

ATTACHMENTS / EXHIBITS

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