Form SCHEDULE 13G DEFSEC Technologies Inc. Filed by: Lind Global Fund III LP
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
DEFSEC Technologies Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
08/18/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Lind Global Fund III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
347,315.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 342,000 common shares, (ii) pre-funded warrants to purchase 23,853 common shares (the "Pre-funded Warrants"), (iii) 356,304 warrants to purchase common shares (the "Initial Warrants") and (iv) 365,853 warrants to purchase common shares (the "Additional Warrants", together with the Pre-funded Warrants and the Initial Warrants, the "Warrants"). However, due to the conversion limitations on the Warrants, the reporting person's beneficial ownership has been limited to 347,315 shares in the aggregate.
(2) The Pre-funded Warrants and the Additional Warrants include a provision limiting the holder's ability to exercise the Pre-funded Warrants and the Additional Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company. The Initial Warrants include a provision limiting the holder's ability to exercise the Initial Warrants if such exercise would cause the holder to beneficially own greater than 4.99% of the Company.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Lind Global Partners III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
347,315.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 342,000 common shares, (ii) 23,853 Pre-funded Warrants, (iii) 356,304 Initial Warrants and (iv) 365,853 Additional Warrants. However, due to the conversion limitations on the Warrants, the reporting person's beneficial ownership has been limited to 347,315 shares in the aggregate.
(2) The Pre-funded Warrants and the Additional Warrants include a provision limiting the holder's ability to exercise the Pre-funded Warrants and the Additional Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company. The Initial Warrants include a provision limiting the holder's ability to exercise the Initial Warrants if such exercise would cause the holder to beneficially own greater than 4.99% of the Company.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
EASTON JEFF | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
347,315.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of (i) 342,000 common shares, (ii) 23,853 Pre-funded Warrants, (iii) 356,304 Initial Warrants and (iv) 365,853 Additional Warrants. However, due to the conversion limitations on the Warrants, the reporting person's beneficial ownership has been limited to 347,315 shares in the aggregate.
(2) The Pre-funded Warrants and the Additional Warrants include a provision limiting the holder's ability to exercise the Pre-funded Warrants and the Additional Warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the Company. The Initial Warrants include a provision limiting the holder's ability to exercise the Initial Warrants if such exercise would cause the holder to beneficially own greater than 4.99% of the Company.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
DEFSEC Technologies Inc. | |
| (b) | Address of issuer's principal executive offices:
80 Hines, Suite #300, Ottawa, Ontario, Canada, K2K 2T8 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
Lind Global Fund III LP, a Delaware limited partnership;
Lind Global Partners III LLC, a Delaware limited liability company; and
Jeff Easton, an individual and a citizen of the United States of America.
Lind Global Partners III LLC, the general partner of Lind Global Fund III LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund III LP.
Jeff Easton, the managing member of Lind Global Partners III LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund III LP. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Persons is:
444 Madison Ave, Floor 41
New York, NY 10022 | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 - Joint Filing Agreement |
ATTACHMENTS / EXHIBITS